Power River

A couple more to print, please.
---------------------- Forwarded by Mark - ECT Legal Taylor/HOU/ECT on
12/21/98 09:24 AM ---------------------------

Sara Shackleton
12/18/98 07:34 PM
To: Mark - ECT Legal Taylor/HOU/ECT@ECT
cc:
Subject: Power River

I just finished speaking with Danny Sullivan. He understands that I have not
reviewed these transactions; that's fine. He's not certain when these are
closing but probably after X-mas. Please don't feel bound by this
documentation because it's a "continuation" of the former BTI transaction.
Even Sarlux/Trakya have some modifications. Thanks. SS
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 12/18/98 07:32
PM ---------------------------

Enron Capital & Trade Resources Corp.

From: dallas2@andrews-kurth.com 12/18/98 01:46 PM

To: Brian Bierbach/DEN/ECT, Carol St Clair/HOU/ECT, lbills@exchange.ml.com,
lcarrero@wbam.com, Lawrence Lawyer/HOU/ECT,
clint.carlin@us.arthurandersen.com, Peter del Vecchio/HOU/ECT, Rhett
Jackson/HOU/ECT, Shonnie Daniel/HOU/ECT, Stephen H Douglas/HOU/ECT, Sara
Shackleton/HOU/ECT, Stephen W Van Hooser/HOU/ECT
cc: dbarbour@andrews-kurth.com, tpopplewell@andrews-kurth.com,
psargent@andrews-kurth.com, robtaylor@andrews-kurth.com
Subject: Power River

Please find attached redrafts of the swap confirm and swap schedule,
with changes marked from the last drafts.

Please note that Enron's obligations to pay principal under the swap
should terminate in the event of a transfer to a third party under section
5.05 of the sale and option agreement before the expiry of the option
period. This is because the third party will not be obliged to swap the
proceeds of sale it receives from PR-C in the event that the option is
exercised. See section 3.3 of the schedule.

Also, the definition of Payments Received may need to be changed once
the flow of funds in the indenture and trust agreement have been
finalized.

Please call me on 214 659 4403 if you have any questions.

Danny Sullivan
- 160401.WPD
- 160404.WPD