Swap Assignment Agreement - April 20 Draft

Jeff:
Were the following points considered or discussed prior to them turning the
last draft? The cross default langugae still does not work. Why was the
threshold lowered to $50,000,000?

Alicia:
What are your thoughts on this?

Carol
---------------------- Forwarded by Carol St Clair/HOU/ECT on 05/08/2000
08:42 AM ---------------------------

Carol St Clair
04/28/2000 10:23 AM
To: jeldredge@velaw.com
cc: acurry@velaw.com
Subject: Swap Assignment Agreement - April 20 Draft

Jeff:
Sorry this took so long but here are my thoughts on the above:

1. In Section 3.1 ©, I'm assuming that the additional sections were added
because we will get these reps in another agreement from the Trust. Is that
correct?

2. In Section 3.4 e), the new language regarding rescission of acceleration I
think belongs after the phrase that begins, "if the effect of such
failure..." Also, where did the new language regarding prepayments at the
end come from? Is this in the Revolver or in Enron's existing deals?

3. Section 3.11 should be made subject to Section 5.7 or vice versa.

Carol