Per my voice mail.  Please call ASAP.  Thanks.  SS
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 05/10/99 09:05 
AM ---------------------------


Mark Evans
05/06/99 09:17 PM
To: Sara Shackleton/HOU/ECT@ECT
cc: jdavies@linklaters.com, fxavier@linklaters.com, Mark - ECT Legal 
Taylor/HOU/ECT@ECT, Treasa Kirby/LON/ECT@ECT, Philippe Penet/LON/ECT@ECT, 
tyates@velaw.com 
Subject: RIVERSIDE 6

Sara,

I hope you have now received instructions from your commercial swaps team to 
put together an ISDA  currency swap and confirm which ECT Corp will be 
providing to either Enron Europe Power 3 Limited or a subsidiary of that 
company. The subsidiary will be receiving dollars under a bond issue and 
paying pounds out (a spot transaction I believe) but will then receive pounds 
income which it will need to convert to dollars to pay interest on the bonds.

The precedent document is the Sutton Bridge currency swap.

Can you please confirm you have been instructed and let us know your timing 
for issuing a document.  The sooner we can see this next week the better.

The bond trustee will as usual require the swap to be backed with legal 
opinions from Enron in-house counsel (Mark Haedicke) re due execution and 
from V&E (Terry Yates) re enforceability. My understanding is that the swap 
will not be guaranteed by Corp (correct Julian?).

Linklaters are representing Enron - Julian Davies and Fran Xavier (tel: 171 
456 2000). Could you please send them your fax, telephone and email details. 
Linklaters have kindly agreed to prepare a first draft of the Mark Haedicke 
opinion and to send it out to you Sara.

Thank  you. I look forward to hearing from you.


     Mark