All:

PLEASE NOTE THE FOLLOWING BASED UPON MY UNDERSTANDING OF THE PARTIES TO THIS 
PREPAY

(1)  The Toronto Dominion (Texas) master agreement with ECT is a restricted 
master.  It was negotiated for a prepay several years ago and is not 
necessarily market (or ENA) standard.  It should be reviewed immediately by 
legal and credit.

(2)  The Morgan Stanley Capital Group master agreement is very old.  IT IS 
NOT AN ISDA .  It is a 1992 Master Energy Price Swap Agreement (limited to 
simple transactions and commodities).  The terminology is not even ISDA 
terminology.  This master has been on the credit/legal radar screen for 
upgrading to an ISDA.  

Rod:  You need to take a look at the Toronto Dominion (Texas) master 
agreement now and we should discuss.

Treasa:  Will there be a rate swap?  Under which master(s)?