I spoke with Jamie this morning and explained our concerns (which master to use, given the merger is there a legal need for novation, since these are NY law documents would assignment be more appropriate, what collateral is involved to be transferred) and have since received a message from their lawyer in New York.  If they insist on a novation (which is not a commonly used concept in US law), you could certainly help by letting us know if there is anything to which you would object in their draft. I'll let you know if it gets to that.  Otherwise I think we're under control.

Mark

-----Original Message-----
From: Ferlic, Suzanne 
Sent: Thursday, October 04, 2001 3:28 AM
To: Taylor, Mark E (Legal)
Subject: FW: Enron North America Corp - Novation from NW to RBS



Hi Mark,

Sorry that this is proving to be tougher than we thought to connect.

Jamie Wood at RBS asks below if all looks okay to you in terms of the Novations?

Is there anything I can do to help?

Many thanks,
Suzanne

-----Original Message-----
From: WOOD, Jamie, FM [mailto:Jamie.Wood@rbos.com]
Sent: 03 October 2001 18:37
To: Ferlic, Suzanne
Subject: RE: Enron North America Corp - Novation from NW to RBS


Suzanne,

I'm afraid I keep missing Mark Taylor.  Do you mind following up with him to
see how he's getting on and whether there is any problems with the
documents?

I will keep trying but would appreciate your help.

Thanks and regards,
Jamie

-----Original Message-----
From: Ferlic, Suzanne [mailto:suzanne.ferlic@enron.com]
Sent: 03 October 2001 14:25
To: WOOD, Jamie, FM
Subject: RE: Enron North America Corp - Novation from NW to RBS



Hi Jamie,

Were you able to reach Mark Taylor in Houston re:  Enron's novation?

Please advsise,

Thanks,
Suzanne

-----Original Message-----
From: WOOD, Jamie, FM [mailto:Jamie.Wood@rbos.com]
Sent: 28 September 2001 14:45
To: Ferlic, Suzanne
Subject: RE: Enron North America Corp - Novation from NW to RBS


Hi Suzanne,
Do you have all the information you need?
Where can we forward the original documents to?  

Cheers, Jamie

-----Original Message-----
From: Ferlic, Suzanne [ mailto:suzanne.ferlic@enron.com
<mailto:suzanne.ferlic@enron.com> ]
Sent: 27 September 2001 10:10
To: WOOD, Jamie, FM
Subject: RE: Enron North America Corp - Novation from NW to RBS


Hi Jamie,

You may need to translate the below for me (i.e. what is DSL and CRRM)?
Also, is Enron North American Corp the signator on each of the two
lines?

Thanks,
Suzanne

-----Original Message-----
From: WOOD, Jamie, FM [ mailto:Jamie.Wood@rbos.com
<mailto:Jamie.Wood@rbos.com> ]
Sent: 27 September 2001 09:53
To: Ferlic, Suzanne
Subject: FW: Enron North America Corp - Novation from NW to RBS


Suzanne,


Limits are:

NW FX & DSL, US$13m, 2 yrs, no security

NW CRRM, US$97m, 15 yrs, has gtee from Enron Corp

Please let me know where and to whom we can send the original documents
to.
Thanks,
Jamie

-----Original Message-----
From: Ferlic, Suzanne [ mailto:suzanne.ferlic@enron.com
<mailto:suzanne.ferlic@enron.com> 
< mailto:suzanne.ferlic@enron.com <mailto:suzanne.ferlic@enron.com> > ]
Sent: 25 September 2001 18:58
To: WOOD, Jamie, FM
Subject: RE: Enron North America Corp - Novation from NW to RBS


Hi Jamie,

Thanks for this.  I think it may have to be sent to North America.
However, we would like to see a list of the lines that we would be
novating.

Thanks,
Suzanne

-----Original Message-----
From: WOOD, Jamie, FM [ mailto:Jamie.Wood@rbos.com
<mailto:Jamie.Wood@rbos.com> 
< mailto:Jamie.Wood@rbos.com <mailto:Jamie.Wood@rbos.com> > ]
Sent: 25 September 2001 17:32
To: Ferlic, Suzanne
Cc: JEANNOT, Diane, FM
Subject: Enron North America Corp - Novation from NW to RBS


Hi Suzanne,

Please find attached the Novation Request letter which outlines the
actions
required to novate your trades from the NatWest name to the RBS.   The
documents which need to be executed are :-

1.  Novation Agreement

*       You will get this from Diane Jeannot from our Legal & Compliance
in
NY soon
*       This is to authorise the novation of the trades from the NW
books
into RBS books, and to be covered by your existing RBS Master ISDA
*       To sign both copies, but return only one (fax and mail)

2.  Credit Support Annex

*       Please see attached CSA Authorisation, please sign at the bottom
and
return via fax
*       As there is collateral tied to the NW Master ISDA, we will need
to
novate the collateral as well.

3.  Letter from your Guarantor - Enron Corp

*       To novate the guarantee in favour of NW to RBS

4.  RBS Settlement Instructions Acknowledgement

*       See attached RBS Settlement Instructions and Acknowledgement
letter.
*       This is to acknowledge that anything booked in the RBS names
have to
be paid into RBS accounts provided, so these new instructions should be
distributed to your payments division.
*       Please sign and return by fax

Please let me know if you have any queries at all.  All documents can be
returned to me, my address is on the Novation Letter.

One thing to note, the deadline is actually October 3rd for all
documents to
be returned.  Unfortunately, we are a little late in sorting it out with
Adam and sending you the documents, but I will appreciate if you could
arrange for this to be done as soon as possible, and let me know a
realistic
date for return.  Apologies for the rush.


Thanks and regards,
Jamie Wood
Novation Helpdesk
The Royal Bank of Scotland, Financial Markets
020 73755677




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