As a threshold matter, I note that the basic purpose of the UCC filings is
to "belt and suspender" the cross-party netting provisions of the MNA by
having the counterparty(ies) grant to each Enron party a security interest
in the counterparty's receivables from Enron.  This is typically
accomplished through the grant of a security interest in "Obligations"
under the MNA.

In this case, however, I do not find in the Collateral provisions (Section
6) the Obligations included.  Is this collateral covered in a related
Collateral Annex?  Alternatively, is the omission an oversight, or a
deliberate choice by the parties?  If we do intend to have a security
interest in the counterparty's receivables, and it is not picked up in the
CA, the MNA should be revised accordingly.

Also, if we are going to file against the receivables, we will need to know
in which jurisdiction FPL is organized and, further, if it is organized in
Colorado, Delaware, Maryland or Texas, its "organizational ID" number.

Finally, we would also need to confirm for UCC filing purposes that the
counterparty is not a "transmitting utility", i.e., an entity primarily
engaged in the production or transmission of electricity or the
transmission of goods by pipeline.  It would not appear to be such a
utility, based on its name.

Thank you.

Lech Kalembka
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, NY  10038
Tel.: (212) 504-6918
Fax: (212) 504-6666
E-mail: lech.kalembka@cwt.com



                    "Van Hooser,
                    Steve"                    To:
                    <Steve.Van.Hooser@        <Lech.Kalembka@cwt.com>
                    ENRON.com>                cc:     "Heard, Marie"
                    Office:                   <Marie.Heard@ENRON.com>
                                              Subject:     FW: Master
                    11/05/2001 03:36          Netting Agreements
                    PM






Please do UUC Search on the FPL Energy Power Marketing, Inc.
Counterparty in attached Master Netting Agreement.

Thanks,

Steve Van Hooser

713-853-7238

 <<FPL Energy MNA(10-31-01).doc>>

>  -----Original Message-----
> From:   Heard, Marie
> Sent:   Monday, November 05, 2001 1:35 PM
> To:     Aronowitz, Alan; Athena Alexander (E-mail); Clark, Morris; Cook,
> Mary; David Mitchell (E-mail); Davis, Angela; Del vecchio, Peter;
> Douglas, Stephen H.; Evans, Mark (London Legal); Gray, Barbara N.;
> Hansen, Leslie; Heard, Marie; Hendry, Brent; Hodge, Jeffrey T.; Jones,
> Tana; Keohane, Peter; Koehler, Anne C.; Lech Kalembka (E-mail); Leite,
> Francisco Pinto; Marissa Morelle (E-mail); McCullough, Travis;
> Mellencamp, Lisa; Murphy, Harlan; Murray, Julia; Nemec, Gerald; Portz,
> David; Rick Antonoff (E-mail); Rohauer, Tanya; Sager, Elizabeth;
> Sayre, Frank; Shackleton, Sara; Simons, Paul; St. Clair, Carol; Van
> Hooser, Steve; Viverito, John; Williams, Jason R (Credit)
> Subject:     Master Netting Agreements
>
> In order for Cadwalader to be in a position to order lien searches,
> please e-mail Lech Kalembka (Lech.Kalembka@cwt.com) the initial draft
> of your Master Netting Agreement(s).  When your agreement is
> finalized, please e-mail Lech a copy of the final draft so that he can
> prepare the financing statement filings.
>
> Thanks!
>
> Marie


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 - FPL Energy MNA(10-31-01).doc