Rittichai: 

I suggest adding the following language to ECT's claim: 

"The foregoing claim does not seek indemnification from NSM against any 
claims arising under the Securities Act of 1933 or the Securities Exchange 
Act of 1934 of the United States or against any claims that require proof of 
fraud or willful misconduct on the part of the Applicant."

This language has not yet been reviewed by Enron counsel or other lawyers at 
Milbank.? By copy of this e-mail to them, I am asking each to let you and me 
know of any changes that they suggest.

Steve Howard 

-----Original Message----- 
From: Ngodngam, Rittichai [] 
Sent: Monday, November 20, 2000 9:22 PM 
To: 'SHoward@milbank.com' 
Cc: RTellis@milbank.com; imellen@ect.enron.com; Dunn, Charles; 
Eammongkolchai, Pichitphon; Phungmaha, Ajaree; Smith, Richard; 
TKreller@milbank.com; lisa.mellencamp@enron.com; 
richard.sanders@enron.com 
Subject: RE: ECT Securities : Indemnity claim 

Dear Steve 

Thank you very much for your quick response. 

1.??? My suggested wording is just to make it quickly for the discussion. 
It will be appreciate if you could draft the specific wording for us then we 
will email it to White & Case. That will make the discussion between you and 
White & Case be easy and quick.? 

2.?? White&Case have not contacted us yet for today.? This afternoon, I will 
try to chase them to contact you quickly and try to get the name of the 
contact person at White&Case, U.S. for you. 

3.??? I understand your reason.? It is possible to postpone the meeting. 
After it seems that we cannot reach the agreed wording within this 
Wednesday, I will contact the official receiver and other parties to 
postpone the meeting for our witness.? 

4.??? I think they already received your memorandum because White&Case, 
Bangkok received it last Thursday.? 

By the way, I have a suggestion that you may not have to discuss with 
White&Case to much on the academic legal issues but we just need them to 
agree with our proposal of adding the condition in the application and let 
them agreed with your wording. 

Best regards 

Rittichai Ngodngam 
Associate 
Linklaters (Thailand) Ltd, Bangkok 
Linklaters is a member firm of Linklaters & Alliance 

Tel: (66-2) 305 8000, (66-2) 654 3130 Ext: 7027 
Fax: (66-2) 305 8010, (66-2) 654 3131 
rittichai.ngodngam@linklaters.com 
http://www.linklaters.com <http://www.linklaters.com>? 
http://www.linklaters-alliance.com <http://www.linklaters-alliance.com/>? 

? 

-----Original Message----- 
From: SHoward@milbank.com [mailto:SHoward@milbank.com] 
Sent: Tuesday, November 21, 2000 12:48 PM 
To: rittichai.ngodngam@linklaters.com 
<mailto:rittichai.ngodngam@linklaters.com> 
Cc: RTellis@milbank.com <mailto:RTellis@milbank.com> ; 
imellen@ect.enron.com; charles.dunn@linklaters.com; 
pichitphon.eammongkolchai@linklaters.com; ajaree.phungmaha@linklaters.com; 
richard.smith@linklaters.com <mailto:richard.smith@linklaters.com> ; 
TKreller@milbank.com; lisa.mellencamp@enron.com; richard.sanders@enron.com 
Subject: RE: ECT Securities : Indemnity claim 


Dear Mr. Ngodngam: 

I very much like your idea of ECT's amending its claim to add a "condition" 
to the claim to accommodate W&C's position about the unenforceability of 
indemnity agreements vis-a-vis certain types of securities claims and not 
others.? Would you like me to draft some specific language.? (The language 
that you suggest in your e-mail is an excellent start, but it may need a 
little refinement in order to get White & Case to drop their objection.) 

Have you heard from W&C-Bangkok or W&C-US?? We have not.? I am available for 
a conference call almost anytime. 

I do not think it is practical for U.S. lawyers to get to Thailand for a 
conference on Friday in Thailand.? Thursday, Nov. 23, is a major family 
holiday in the United States (probably the second biggest holiday in the 
entire year here.)? I am extremely reluctant to ask any U.S. lawyer to 
disrupt major family plans to attend this conference.? Is there any way to 
postpone it? 

Has White & Case seen our memorandum about enforceability of indemnity 
claims.? That memo should go a long way toward showing W&C that we can 
probably reach agreement on this matter without lawyers having to travel to 
Thailand this week. 

Steve Howard 

??????? -----Original Message----- 
From:?? Ngodngam, Rittichai [SMTP:rittichai.ngodngam@linklaters.com] 
Sent:?? Monday, November 20, 2000 2:38 AM 
To:???? 'pboonklum@whitecase.com'; 'sakunka@bangkok.whitecase.com' 
Cc:???? 'SHoward@milbank.com'; 'RTellis@milbank.com'; 
'imellen@ect.enron.com'; Dunn, Charles; Eammongkolchai, Pichitphon; 
Phungmaha, Ajaree; Ngodngam, Rittichai; Smith, Richard; 
'TKreller@milbank.com'; 'lisa.mellencamp@enron.com'; 
'richard.sanders@enron.com' 

??????? Subject:??????? RE: ECT Securities : Indemnity claim 

??????? ??????????????? Dear Khun Peangpanor / Khun Kasemsi 

??????? ??????????????? We refer to our telephone discussion last Friday 
regarding 
the enforcement of the Indemnity Clause in the Purchase Agreement. 

??????? ??????????????? As discussed, we would like to have a telephone 
conference 
call among W&C Bangkok and U.S., Milbank and us.? With respect to the 
objective of the conference call, we would like to propose that we discuss 
and agree on the circumstances that the Indemnity Clause can be enforceable. 

Then we will put such circumstances as a condition in the application of 
E.C.T. Securities. 

??????? ??????????????? For example, our statement to the Official Receiver 
may say 
that "The applicant has accepted that the claim under this application can 
be enforceable to the debtor (NSM) only in case 
[..........................]". 

??????? ??????????????? We need only the exact wording to be agreed on 
between W&C 
U.S. and Milbank.? We are not sure that it is possible that we say that "... 

only in the case where the applicant has not been claimed against for 
reasons of fraud or willful misconduct."?? (We just put the condition in the 

application without having to prove whether in fact such condition has 
occurred or not.? This fact will be proved in the future.? In case where 
E.C.T. Securities would like NSM to make actual payment to it in the future, 

it has to prove to NSM that the condition has occurred.) 

??????? ??????????????? We note from W&C Bangkok that W&C U.S. may call 
Milbank for 
a discussion on this matter today.? However, if you please forward this 
email to W&C U.S. so that the US lawyers of W&C can discuss with Milbank via 

email also. 

??????? ??????????????? If we cannot reach the agreed wording by this 
Wednesday 
evening, Bangkok time, it seems that all of us may have to ask W&C U.S. and 
Milbank to attend the meeting with the official receiver in Bangkok this 
Friday.? It is very possible that, should the Official Receiver give an 
order in favour of either of us the case would be appealed to the court by 
the loser.? Such will incur lots of cost for both E.C.T. Securities and NSM. 

Therefore, an amicable resolution to this issue is in the interests of all 
parties. 

??????? ??????????????? If you have any question, please feel free to call 
us. 

??????? ??????????????? Rittichai Ngodngam 
??????????????? Associate 
??????????????? Linklaters (Thailand) Ltd, Bangkok 
??????????????? Linklaters is a member firm of Linklaters & Alliance 

??????? ??????????????? Tel: (66-2) 305 8000, (66-2) 654 3130 Ext: 7027 
??????????????? Fax: (66-2) 305 8010, (66-2) 654 3131 
??????????????? rittichai.ngodngam@linklaters.com 
??????????????? http://www.linklaters.com <http://www.linklaters.com>? 
??????????????? http://www.linklaters-alliance.com 
<http://www.linklaters-alliance.com>? 




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