WATERSHED FINANCING AMENDMENTS AND SYNDICATION

Let me add my thanks for your willingness to sign these things for us. The
guys in London never think about lining up a signatory in Houston ahead of
time who might actually know something about what they're signing and why
they're signing it.

Any chance you'll be in NY Monday night? I'm taking a few people to dinner &
you might enjoy it.

Mark
---------------------- Forwarded by Mark - ECT Legal Taylor/HOU/ECT on
05/13/99 10:06 AM ---------------------------

Mark Evans
05/13/99 04:35 AM
To: Paul Chivers/LON/ECT@ECT, Robina Barker-Bennett/LON/ECT@ECT, Gonzalo
Gomez-Navarro/LON/ECT@ECT, Treasa Kirby/LON/ECT@ECT, David
Weekes/LON/ECT@ECT, Michael R Brown/LON/ECT@ECT
cc: Clement Abrams/Corp/Enron@Enron, fcochran@velaw.com, Mark - ECT Legal
Taylor/HOU/ECT@ECT, Susan Flynn/HOU/ECT@ECT
Subject: WATERSHED FINANCING AMENDMENTS AND SYNDICATION - CLOSING

We received all outstanding documentation overnight from Houston. The Enron
amendments to the financing will become effective today. This then clears the
way for the banks to syndicate which will happen on Monday morning at a
signing at A&O.

It only remains for ETOL (David or Treasa) to sign the syndication agreement
which will be couriered here today for that purpose.

This will mean there will be nothing outstanding for any Enron entity to sign
on Monday. It may however be politic to have an Enron presence at the signing
on Monday to meet the banks. I will leave Gonzalo to coordinate that with Nat
West.

Thank you to everyone in Houston who scuttled around getting documents signed
for us. Your efforts are appreciated.

Mark