ISDA Master Agreement

Here's the reason the Lehman MASTER AGREEMENT has not been executed. SS
----- Forwarded by Sara Shackleton/HOU/ECT on 12/21/2000 05:16 PM -----

Stephanie Panus@ENRON
12/21/2000 04:27 PM

To: Sara Shackleton/HOU/ECT@ECT
cc:
Subject: ISDA Master Agreement - ENRON/LBF

FYI - Lehman Master
---------------------- Forwarded by Stephanie Panus/NA/Enron on 12/21/2000
04:26 PM ---------------------------

"Dautenhahn, Kimberly" <kdautenh@lehman.COM< on 12/21/2000 04:21:01 PM
To: "'stephanie.panus@enron.com'" <stephanie.panus@enron.com<
cc:

Subject: ISDA Master Agreement - ENRON/LBF

Stephanie,

I am following up on the above-referenced Agreement on behalf of Richard
Weiss of this office. Before we can send the execution copies to our Zurich
office for signature, we have to obtain an Apostille for the Certificate of
Incorporation and By-laws which you provided. Presently we are waiting on
that. The Guarantee has been prepared and the legal opinion is in the
process of being signed. I hope to have everything to you by next week
sometime.

Please feel free to reply with any questions you might have.

Thank you,
Kimberly

Kimberly A. Dautenhahn
Transaction Management
Corporate Advisory Division
Lehman Brothers
(646) 836-2011/0609 (fax)
kdautenh@lehman.com