Enron Mail

From:john.peyton@enron.com
To:mark.taylor@enron.com
Subject:Dayrate Cap Indicative Proposal to Noble Drilling
Cc:keith.macivor@enron.com
Bcc:keith.macivor@enron.com
Date:Tue, 29 Aug 2000 09:51:00 -0700 (PDT)

Dear Mark Taylor,

Please review the language below; it is a first attempt at making a non
binding proposal to Noble Drilling. Please return your approved language
asap.

Thanks
John A. Peyton



Dear Mark Mey,

We appreciate your interest in our new dayrate financial products.

For your consideration, we would like to indicatively propose a transaction
in which Enron North America would purchase a Financial Call Option ("Cap")
from Noble Drilling Corporation for the Calculation Period April 1, 2001
through June 30, 2001 for one Rig. The Strike Price would be $65,000 per
(Rig*Day) and the premium which we would pay to Noble Drilling Corporation
(within Five Business Days of the Trade Date) would be US Dollars $200,000.

The Commodity Reference Price would be the arithmetic mean of the high and
low Rig Day Rates for JU-300'-IC as published by Offshore Data Services,
Inc., or its successor, in the last issue of Gulf of Mexico Weekly Rig
Locator, or any successor publication, published during the applicable
Calculation Period, on the page entitled "Gulf of Mexico Rig Utilization and
Day Rates". The Payment Date(s) would be the fifth (5th) Business Day
following the date on which the Floating Price is determinable.

We have authority to enter into the above transaction and would be able to
move quickly toward providing you with an executable contract. Because the
market for dayrates is highly volatile and because we may have made similar
proposals to other counterparties, this indicative proposal is only good
until August 31st, 2000. We look forward to further discussions.

This document contains indicative terms only and is not intended to create a
binding or enforceable contract nor is it an offer or commitment to enter
into any transaction. All terms are subject to change until agreement as to
a specific transaction has been reached. ENA is not acting as a fiduciary or
advisor and you should evaluate and understand the terms, conditions, and
risks of all transactions in making your decisions with respect thereto. The
proposal described herein is subject to further review and approval by ENA
and Counterparty and, among other matters, further review and approval of the
board of directors of each party, and the negotiations, execution and
delivery of definitive agreements containing all appropriate provisions,
including those related to credit, limitations of damages and others.

Sincerely,

John A. Peyton
Director
Enron North America
713-853-0395 work
713-858-6810 car