Sorry for the last minute change, but I was just informed that they want everything dated tomorrow, the 28th.  

 -----Original Message-----
From: 	Garberding, Michael  
Sent:	Thursday, September  27, 2001 12:48 PM
To:	Koehler, Anne C.
Subject:	RE: Mahonia Limited

Yes -- we just decided upon that.  Sorry for the last minute change.  We plan to get everything finalized today with transaction occurring tomorrow.  Thanks.

 -----Original Message-----
From: 	Koehler, Anne C.  
Sent:	Thursday, September 27, 2001 12:42 PM
To:	Garberding, Michael
Cc:	Abrams, Clement; Jones, Tana
Subject:	FW: Mahonia Limited

Are we changing the date on all documents to the 28th?  Please let me and Clement know asap.

 -----Original Message-----
From: 	John.Vollkommer@chase.com@ENRON <mailto:John.Vollkommer@chase.com@ENRON> <<mailto:John.Vollkommer@chase.com@ENRON>> [mailto:IMCEANOTES-John+2EVollkommer+40chase+2Ecom+40ENRON@ENRON.com] <mailto:[mailto:IMCEANOTES-John+2EVollkommer+40chase+2Ecom+40ENRON@ENRON.com]> <<mailto:[mailto:IMCEANOTES-John+2EVollkommer+40chase+2Ecom+40ENRON@ENRON.com]>> 
Sent:	Thursday, September  27, 2001 12:35 PM
To:	Koehler, Anne C.
Cc:	IMCEANOTES-John+OU=2EVollkommer/40chase/2Ecom/40ENRON@ENRON.com <mailto:IMCEANOTES-John+OU=2EVollkommer/40chase/2Ecom/40ENRON@ENRON.com> <<mailto:IMCEANOTES-John+OU=2EVollkommer/40chase/2Ecom/40ENRON@ENRON.com>>; Garberding, Michael; Quaintance Jr., Alan
Subject:	RE: Mahonia Limited


Looks okay.  Are you going to e-mail me a clean set of docs so that I can
send them to Mahonia (we need to change all references from Sept. 27 to
Sept.28)?  The authorized signatory will apparently only be available there
in the morning.




Anne.C.Koehler@enron.com <mailto:Anne.C.Koehler@enron.com> <<mailto:Anne.C.Koehler@enron.com>> on 09/27/2001 01:06:23 PM



To:   IMCEANOTES-John+2EVollkommer/40chase/2Ecom/40ENRON@ENRON.com <mailto:IMCEANOTES-John+2EVollkommer/40chase/2Ecom/40ENRON@ENRON.com> <<mailto:IMCEANOTES-John+2EVollkommer/40chase/2Ecom/40ENRON@ENRON.com>>
cc:   Michael.Garberding@enron.com <mailto:Michael.Garberding@enron.com> <<mailto:Michael.Garberding@enron.com>>, Alan.Quaintance.Jr@enron.com <mailto:Alan.Quaintance.Jr@enron.com> <<mailto:Alan.Quaintance.Jr@enron.com>>
Subject:  RE: Mahonia Limited


Here are the suggested language additions for the Mahonia confirmation to
allow for assignments and disclosure of information to assignees.Let me
know if this is acceptable.

6.    Confidentiality.  The contents of this Confirmation, the Transactions
hereunder   and   all   other   documents   relating  thereto  (hereinafter
collectively  referred  to  as  "this Agreement"), and any information made
available by one party to the other party with respect to this Agreement is
confidential  and  shall not be disclosed to any third party (nor shall any
public  announcement  relating  to this Agreement be made by either party),
except  for  such  information (i) as may become generally available to the
public,  (ii) as may be required or appropriate in response to any summons,
subpoena,  or otherwise in connection with any litigation or to comply with
any  applicable  law,  order,  regulation, ruling, or accounting disclosure
rule  or  standard, (iii) as may be obtained from a non-confidential source
that  disclosed  such  information  in  a  manner  that did not violate its
obligations  to the non-disclosing party in making such disclosure, or (iv)
as  may be furnished to the disclosing party's Affiliates, and to each such
person's  auditors,  attorneys,  advisors  or lenders which are required to
keep  the  information  that is disclosed in confidence; provided, however,
that either party may disclose such information to a permitted assignee.

     (e) Assignments.

     For  the  purpose of this Transaction, Section 7 of the ISDA Agreement
     is  hereby  amended by adding the following to the end of the section:
     ";  provided,  however,  that  Party  A  may  transfer  its rights and
     obligations  under  this  Transaction  to any Affiliate so long as the
     obligations  of  such  Affiliate are guaranteed by Enron Corp. and any
     changes  necessary  to  reflect  such  transfer  have been made to the
     Letters  of  Credit provided hereunder; and provided further, however,
     that  Party B may assign its rights under this Transaction as security
     for a hedging contract entered into by Party B."


      -----Original Message-----
     From:   John.Vollkommer@chase.com@ENRON <mailto:John.Vollkommer@chase.com@ENRON> <<mailto:John.Vollkommer@chase.com@ENRON>>

[mailto:IMCEANOTES-John+2EVollkommer+40chase+2Ecom+40ENRON@ENRON.com] <mailto:[mailto:IMCEANOTES-John+2EVollkommer+40chase+2Ecom+40ENRON@ENRON.com]> <<mailto:[mailto:IMCEANOTES-John+2EVollkommer+40chase+2Ecom+40ENRON@ENRON.com]>>


     Sent:   Thursday, September  27, 2001 11:01 AM
     To:     Koehler, Anne C.
     Subject:  Mahonia Limited


     ---------------------- Forwarded by John Vollkommer/CHASE on
     09/27/2001
     11:58 AM ---------------------------


     "Julie Carter" <Julie.Carter@mourant.com <mailto:Julie.Carter@mourant.com <mailto:Julie.Carter@mourant.com <mailto:Julie.Carter@mourant.com>>> on 09/27/2001 11:20:48 AM



     To:   John Vollkommer/CHASE@CHASE <mailto:Vollkommer/CHASE@CHASE> <<mailto:Vollkommer/CHASE@CHASE>>
     cc:   "Ian James" <Ian.James@mourant.com <mailto:Ian.James@mourant.com <mailto:Ian.James@mourant.com <mailto:Ian.James@mourant.com>>>
     Subject:  Mahonia Limited


     John

     Further to our discussions I have discussed the tax situation with the
     Directors of Mahonia Limited and they have advised that:

     Mahonia Limited has taken no tax or legal advice in connection with
     the
     transaction and is not represented in the US by US council.  However,
     the
     Directors believe that Mahonia Limited is only carrying on a trade or
     business in the island of Jersey and accordingly the applicable law is
     that
     of the island of Jersey and there is no withholding tax under Jersey
     Law.

     They are happy to provide the representations detailed in Annex A to
     the
     ENAC Swap and to complete the W8-ben form on the basis of their
     understanding as described above.

     Kind regards

     Yours sincerely
     For and on behalf of
     Mourant & Co. Secretaries Limited

     Julie Carter



     Website: <<http://www.mourant.com>>

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