Prepay

All:

PLEASE NOTE THE FOLLOWING BASED UPON MY UNDERSTANDING OF THE PARTIES TO THIS
PREPAY

(1) The Toronto Dominion (Texas) master agreement with ECT is a restricted
master. It was negotiated for a prepay several years ago and is not
necessarily market (or ENA) standard. It should be reviewed immediately by
legal and credit.

(2) The Morgan Stanley Capital Group master agreement is very old. IT IS
NOT AN ISDA . It is a 1992 Master Energy Price Swap Agreement (limited to
simple transactions and commodities). The terminology is not even ISDA
terminology. This master has been on the credit/legal radar screen for
upgrading to an ISDA.

Rod: You need to take a look at the Toronto Dominion (Texas) master
agreement now and we should discuss.

Treasa: Will there be a rate swap? Under which master(s)?