Marc,

We have sought, and paid for, advice from Indian counsel concerning commodity 
derivative transactions with Indian counterparites.  We have had that advice 
updated and confirmed in connection with this proposed transaction.  The 
result of that advice is that we will require an opinion from DPC's outside 
counsel that the proposed transaction is enforceable against DPC before the 
transaction can proceed.  While I have no legal objection to sending a form 
of L/C that would be acceptable to us, it doesn't make much sense to go 
through the exercise if DPC will not be providing the necessary opinions.

Mark  




Marc De La Roche
02/24/99 07:42 AM
To: Mark - ECT Legal Taylor/HOU/ECT@ECT
cc: Doug Leach/HOU/ECT@ECT, Ram Srivastav@Enron, Vinayak S Bapat@Enron, Pavan 
Dave@Enron 
Subject: Re[2]: DPC Naphtha Hedge


	

Mark,

Contrary to the response received from DPC's President, Ram Srivastav, the 
CFO Vinayak S Bapat is not willing to investigate DPC's legal position with 
respect to the derivatives at DPC's cost. Per your verbal instructions to me, 
ECT can't proceed with sending DPC a SL/C format until such outside counsel 
opinion is available. I await further instructions on how to proceed, if at 
all.

Marc
---------------------- Forwarded by Marc De La Roche/HOU/ECT on 02/24/99 
07:35 AM ---------------------------
From: Vinayak S Bapat@ENRON on 02/24/99 05:43 PM
To: Marc De La Roche@ECT
cc:  
Subject: Re[2]: DPC Naphtha Hedge


Marc,

I am not going to my lawyers and asking an opinion for ECT's benefit at DPC's 
cost.  If ECT wants to find 'legal status' it can hire any counsel it desires 
at ECT cost.


Thanks & Regards,

Vinayak


______________________________ Reply Separator 
_________________________________
Subject: Re: DPC Naphtha Hedge
Author:  Ram Srivastav at DPC_PO
Date:    2/24/99 8:25 AM


While the legal openions are coming - please continue working the rest of the 
issues and Dont forget that MSEB has to understand and agree to any of these 
arrangements.
Ram


______________________________ Reply Separator 
_________________________________
Subject: DPC Naphtha Hedge
Author:  Marc De La Roche/HOU/ECT at ECT
Date:    2/23/99 2:55 PM


Mood Stamp:  FYI
---------------------------------
Importance:  High
---------------------------------
Vinayak,

We very much look forward to being able to help DPC mitigate it's fuel price 
risk by implementing a derivative through ECT.

ECT's counsel has advised me that the format for the Standby Letter of Credit 
to cover ECT's exposure on the derivatives will be sent to you/DPC as soon as 
you provide us with an opinion from outside (non-DPC) Indian counsel on the 
legality of commodity derivatives in India.

Pursuant to the above, please obtain a formal opinion from outside (non-DPC) 
Indian counsel on the legality of commodity derivatives in India, and send it 
to myself  at your earliest convenience.

Thanking you in advance,

Marc