Before I respond to Shari, I would like to chat with you, please.  Thanks.  
Sara
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 07/14/99 12:40 
PM ---------------------------


Shari Stack
07/14/99 12:24 PM
To: Sara Shackleton/HOU/ECT@ECT
cc:  
Subject: Re: ETOL ISDA

Sara: 

Would you mind to handle this one?  It appears that ETOL is the entity 
involved in the Watershed deal you worked on back in December.

I have been sent a copy of a proposed  ECT-ETOL ISDA Schedule and it is very 
specialized and unlike (despite what Mark Evans wrote) the Riverside 6 
transaction I am working on.   Maybe it is the Schedule used in the Watershed 
deal?? Anyway, I will bring it to you. 

Many thanks, 

Shari
---------------------- Forwarded by Shari Stack/HOU/ECT on 07/14/99 12:14 PM 
---------------------------


Mark Evans
07/13/99 07:19 PM
To: Shari Stack/HOU/ECT@ECT
cc: Mark - ECT Legal Taylor/HOU/ECT@ECT 
Subject: Re: ETOL ISDA


Shari,

this has been sent to you because of the similarities with the Teesside 
Riverside 6 swap which you are dealing with. Perhaps you or Mark could let us 
know whether you or someone else will be taking this forward.

The deal is that Enron is providing swap support to the deal which is an 
Enron structured financing to get ETOL off balance sheet. ETOL (Enron 
Teesside Operations Limited) owns the power station at Wilton which we bought 
from ICI at the end of December 1998.

The main factor to bear in mind is that (as in Riverside 6) the swap has to 
be seen in the context of the deal  as a whole and thus there may be 
non-standard provisions in the documentation  which  are deal specific and 
which Enron has to accept in the context of the deal.

Let's speak about this as soon as we know that you will be the person to take 
this forward.

Thanks


     Mark


  
---------------------- Forwarded by Mark Evans/LON/ECT on 14/07/99 01:09 
---------------------------


Robina Barker-Bennett
13/07/99 18:33
To: Shari Stack/HOU/ECT@ECT
cc: Trena McFarland/LON/ECT@ECT, Mark Evans/LON/ECT@ECT, Jurgen 
Hess/LON/ECT@ECT 
Subject: Re: ETOL ISDA  

Shari

ETOL is Enron Teesside Operations Holdings Limited, a company we bought in 
December last year.   We are currently arranging the sale of subordinated 
debt and equity in this company to a group of US institutional investors.   
Since the underlying cash flows are sterling but the investors want US$, we 
have entered into a currency swap with Trena and Harry.   The ISDA that 
Jurgen has sent to you has been drafted by Milbank Tweed, counsel to the 
Investors.  Mark Evans is the Enron legal person on the transaction, and our 
outside counsel are Slaughter & May.

The underlying transaction is, I believe, similar to the Teesside deal, in 
that it is subordinated to the investors investment.   The underlying swap is 
for 10 years, but in certain circumstances, largely relating to default by 
ETOL, the swap might be accelerated.

My understanding from Slaughters is that the ISDA is standard for the first 
10 pages and thereafter is specific to the current transaction.

I would suggest that if you feed your comments back via either Mark or 
myself.  My number is +44 171 970 7438.

If you have any further questions, please call.

Regards, Robina




Shari Stack
13/07/99 18:19
To: Robina Barker-Bennett/LON/ECT@ECT
cc: Jurgen Hess/LON/ECT@ECT 
Subject: ETOL ISDA

Dear Robina- 

I have received the belowmentioned document from Jurgen.  Can you pls explain 
what or who ETOL is? Do you know who drafted this ISDA Schedule? ECT 
(Houston) Legal? ECTRI (London) Legal? Who am I supposed to neogiate with at 
ETOL? 
What are the underlying transactions that this document governs?

I am the attorney working on the Teesside ISDA and it does not resemble this. 

Any information you can give would be appreciated.

Many thanks, 

Shari Stack 

---------------------- Forwarded by Shari Stack/HOU/ECT on 07/13/99 12:14 PM 
---------------------------


Jurgen Hess
07/08/99 06:26 AM
To: Shari Stack/HOU/ECT@ECT
cc:  
Subject: ETOL ISDA


Shari, 
Robina Barker-Bennett from our London treasury group asked me to forward to 
you an ISDA Master agreement from ETOL Trust.  I am going to send you this 
document by air mail.
It seems you have recieved already similair agreements from us. Robina 
mentioned the Teeside ISDA in this context.
Please give either Robina or me a call if you have questions.Thanks
Jurgen.

P.S.: I talked to Gunnar from SEB lately about the ISDA and they really seem 
to be very slow in their legal department. Thanks for your up-dates.