Sara, note item number 9--first I have heard of this swap
---------------------- Forwarded by Joel Ephross/Corp/Enron on 12/17/99 09:15 
AM ---------------------------


Robert Callan@EES
12/17/99 09:02 AM
To: Joel Ephross/Corp/Enron@Enron, Deborah Culver/HOU/EES@EES, Larry 
Derrett/HOU/EES@EES
cc:  

Subject: Blackbird

FYI

I haven't read through all of Barclay's questions/issues yet, but in the 
interest of moving things along I have passed this along.

In addition, how do we ensure that the revised doc's sent out by A&K get 
distributed to all of the necessary parties (i.e. EGF, internal tax, 
derivatives and Wilmington Trust)?
---------------------- Forwarded by Robert Callan/HOU/EES on 12/17/99 08:59 
AM ---------------------------


George.McKean@barclayscapital.com on 12/16/99 09:28:26 PM

	
To:	Robert Callan/HOU/EES@EES, Scott Donaldson/HOU/EES@EES
cc:	Derek.Rozycki@barclayscapital.com, John.Sullivan@barclayscapital.com
	
Subject:	Blackbird



Rob & Scott,

I wanted to summarize the open issues as they stand (let me know if I have
missed any):

Bridge:

1) Documents to be distributed asap (Enron reviewing A&K draft).  Bracewell
needs the docs asap in order to meet the time schedule.

2) Equity Requirement under the Blackbird Trust to be discussed between A&K
and Bracewell to ensure Barclays can provide this.

3) Bridge Pricing.  I discussed with Kelly and while we understand the
nature of the request, given the significant volume of year end deals we
have undertaken for Enron we are not in a position to renegotiate with our
portfolio group and request that it stay as proposed which is 75 bps margin
and 20 bps underwriting fee.

4) Arrangement Fee.  propose to split 50/50 for the bridge ($200,000) and
term ($200,000) financing.  We should have a mandate and fee letter to you
by mid-day Friday.

5) Trust Arrangement.  Enron is handling this.

6) Do we need a DDA account at Barclays for the bridge ???, if so we need to
know asap.  We do not need a DDA to make the loan but does BB Trust 1 need
one for exchanging the cash ?  (Barclays is not great at these but does do
them in need).

7) Size of the facility.  to be sized at either the anticipated rates for
the term out or at the 75 bps for the bridge.  Total Return swap will make
Barclays whole if the deal is not syndicated or changes in size due to
changes in rates.  Scott - can you contact Derek Rozycki on 212 412 7633 to
make sure the model is finalized.

8) Tenor of the facility.  To be a one time draw to April 16th (or monthly
rollovers ?), which is the one year anniversary and payment date for the
Year 2 Premium Payment (avoid financing this when it will be paid right
off).  Barclays will fund the initial draw at our cost of funds in order to
avoid a break charge on a libor setting should the timetable slip (Tuesday -
finish docs and fund if possible, Wednesday fund for sure).

9) Interest Rate Risk.  EES has not yet decided if they will hedge the int.
rate risk via a treasury and libor lock.

Term Out

10) Nature of the assignment of the contractual rights / economic interest
included in B Pref. Shares to be discussed between Bracewell and A&K to make
sure that Barclays/the lenders/rating agencies on the term out financing
will be comfortable.

11) Lenders rights/actions (in relation to Enron's rights/actions) under
termination scenarios to be discussed in regard to the term out financing,
specifically on bankruptcy and change of control.

I am not in the office Friday but will have my cell phone with me (917 680
9384) and will be calling in for messages.

The plan is to get comments on DOCS over the weekend and meet Monday in
Houston to review and make final changes for signing Tuesday.

George


------------------------------------------------------------------------------
--------
For more information about Barclays Capital, please
visit our web site at http://www.barcap.com.

Internet communications are not secure and therefore the Barclays Group
does not accept legal responsibility for the contents of this message.
Any views or opinions presented are solely those of the author and do
not necessarily represent those of the Barclays Group unless otherwise
specifically stated.

------------------------------------------------------------------------------
--------