Please find attached a blacklined copy of the loan document relating to the 
prepay. Could I please have your comments asap as TD need to finalise docs 
before they syndicate the loan.

Regards
---------------------- Forwarded by Treasa Kirby/LON/ECT on 06/12/2000 10:03 
---------------------------


hendej@tdsec.co.uk on 05/12/2000 19:04:36
To: Treasa.Kirby@enron.com
cc: francg2@tdsec.co.uk, fulles2@tdsec.co.uk 

Subject: Facility Agreement




Treasa
Please see attached black-lined version from the 364 day as requested.
Apologies for the delay - Norton Rose experienced some technical difficulties 
in
blacklining.

In terms of the Facility Amount and Term, I have asked Norton Rose to square
bracket both and make it clear on the front page that these two points are 
still
under discussion and may well reduce.  The amounts currently square bracketed
are maximums and are there to give us some flexibility should it be 
required.  I
trust this is satisfactory.

Please give me a call if there's anything else in respect of the loan 
agreement
you need to discuss.  We will update you as soon as possible on syndication

Regards

Jo Henderson
7282 8230
---------------------- Forwarded by Joanne Henderson/CIBG/TDBANK/UK on
05/12/2000 18:56 ---------------------------


"Kohls, Tim" <kohlst@nortonrose.com> on 05/12/2000 18:56:09

To:   Joanne Henderson/CIBG/TDBANK/UK@TDBANK-UK
cc:
Subject:  Enron--Compare



Please see attached.

Regards,
Tim
 <<#203690-v1-v7compare_.doc>>


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 - #203690-v1-v7compare_.doc


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