ENRON INTERNATIONAL CPO, L.P., as Issuer ENRON INTERNATIONAL CPO, INC., as Co- Issuer CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Trustee

1
EXHIBIT 4.6

Draft
8/7/98
================================================================================

ENRON INTERNATIONAL CPO, L.P.,
as Issuer

ENRON INTERNATIONAL CPO, INC.,
as Co-Issuer

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
as Trustee

[NAME OF LIQUIDITY FACILITY AGENT],
as Liquidity Facility Agent

BACKUP FACILITY AGENTS,
from time to time party hereto

and

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
as Collateral Agent

COLLATERAL AGENCY AND
INTERCREDITOR AGREEMENT

Dated as of ____________, 1998

================================================================================
2

TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS; CONFLICTS WITH FINANCING DOCUMENTS
SECTION 1.1. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.2. Rules of Interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.3. Inconsistency with Financing Documents. . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE 2 COLLATERAL AGENT
SECTION 2.1. Appointment of the Collateral Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2.2. Collateral Agent's Rights and Obligations. . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2.3. Reliance Upon Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2.4. Successor Collateral Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.5. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.6. Compensation and Reimbursement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.7. Representations and Warranties of Chase Texas. . . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.8. Waiver of Setoffs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE 3 CERTAIN AGREEMENTS AMONG THE SECURED PARTIES
SECTION 3.1. Priority of Security Interests; Subordination. . . . . . . . . . . . . . . . . . . . . . 8
SECTION 3.2. Decisionmaking. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 3.3. Exercise of Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 3.4. Actions Upon An Event of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 3.5. Exercise of Remedies and Application of Proceeds. . . . . . . . . . . . . . . . . . . 12
SECTION 3.6. Receipt of Money or Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 3.7. Additional Secured Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE 4 AMENDMENTS; WAIVERS; INSTRUCTIONS; OTHER RELATIONSHIPS
SECTION 4.1. Amendments to this Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 4.2. Amendments to, Waiver under, and Instructions with Respect to the Other Financing
Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE 5 MISCELLANEOUS
SECTION 5.1. Agreement for Benefit of Parties Hereto. . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 5.2. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 5.3. Execution in Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 5.4. Effect of Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 5.5. Assignments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 5.6. No Petition Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 5.7. TRIAL BY JURY WAIVED. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 5.8. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 5.9. Integration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 5.10. Term of This Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 5.11. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 5.12. Submission to Jurisdiction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 5.13. Additional Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

COLLATERAL AGENCY AND
INTERCREDITOR AGREEMENT

This COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT, dated as
of _________, 1998 (this "Agreement"), by and among ENRON INTERNATIONAL CPO,
L.P., a limited partnership organized under the laws of the State of Delaware
(the "Issuer"), ENRON INTERNATIONAL CPO, INC., a corporation duly organized and
validly existing under the laws of the State of Delaware (the "Co-Issuer" and
together with the Issuer, the "Issuers"), CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION as Trustee (in such capacity, the "Trustee"), on behalf of itself
and the Noteholders, [NAME OF LIQUIDITY FACILITY AGENT] as Liquidity Facility
Agent (in such capacity, the "Liquidity Facility Agent"), for itself and on
behalf of itself and the other Liquidity Lenders, the BACKUP FACILITY AGENTS
from time to time made party hereto pursuant to Section 5.13 hereof and CHASE
BANK OF TEXAS, NATIONAL ASSOCIATION as Collateral Agent (in such capacity, the
"Collateral Agent").

W I T N E S S E T H:

WHEREAS, the Issuers desire to issue, from time to time, their Class A
Senior Notes due 2018 (the "Class A Notes"), Class B Senior Subordinated Notes
due 2018 (the "Class B Notes") and Class C Subordinated Notes due 2018 (the
"Class C Notes" and together with the Class A Notes and the Class B Notes, the
"Notes"), in each case pursuant to the Indenture;

WHEREAS, the Issuer is, simultaneously with the execution hereof,
entering into the Liquidity Facility Loan Agreement with the Liquidity Lenders;

WHEREAS, the Issuer may, subsequent to the Closing Date, enter into
one or more Backup Facilities with the Backup Lenders;

WHEREAS, the Issuers, the Representatives and the Collateral Agent are
entering into a Common Agreement dated as of the date hereof (as amended,
modified and/or supplemented from time to time, the "Common Agreement") which
sets forth, among other things, (i) common covenants of the Issuer and the
Co-Issuer in favor of the Secured Parties and (ii) common Events of Default;

WHEREAS, the Issuer will from time to time enter into certain Hedging
Agreements with the Hedge Counterparties named therein pursuant to which the
Issuer will be required to make certain payments thereunder;

WHEREAS, the Issuers and the Collateral Agent are entering into a
Security Agreement dated as of the date hereof pursuant to which the Issuers
will pledge the Collateral to the Collateral Agent for the benefit of the
Secured Parties;

WHEREAS, the parties hereto desire to enter into this Agreement in
order to set forth their mutual understanding with respect to certain
intercreditor provisions, including certain methods of voting and decision
making for the Secured Parties, the arrangements applicable to joint
consultation and actions in respect of certain approval rights and waivers, the
limitations on

rights of enforcement upon an Event of Default and the appointment of the
Collateral Agent for the purposes set forth herein and in the other Financing
Documents;

NOW, THEREFORE, in consideration of the foregoing premises and the
covenants and agreements contained herein and in the other Financing Documents,
the parties hereby agree as follows:

ARTICLE 1

DEFINITIONS; CONFLICTS WITH FINANCING DOCUMENTS

SECTION 1.1. Definitions. For all purposes of this Agreement, except
as otherwise expressly provided or unless the context otherwise requires,
capitalized terms used in this Agreement, its schedules and its exhibits have
the meanings given in Appendix A to the Common Agreement.

SECTION 1.2. Rules of Interpretation. Except as otherwise expressly
provided herein, the rules of interpretation set forth in Appendix A to the
Common Agreement shall apply to this Agreement.

SECTION 1.3. Inconsistency with Financing Documents. Notwithstanding
anything to the contrary expressed or implied in any other Financing Document,
all rights, powers and remedies available to the Secured Parties shall be
subject to this Agreement. In the event of any conflict or inconsistency between
the terms and provisions of this Agreement and any other Financing Document, the
terms of this Agreement shall govern and control.

ARTICLE 2

COLLATERAL AGENT

SECTION 2.1. Appointment of the Collateral Agent. Each of the parties
hereto hereby appoints Chase Texas to act as its collateral agent in connection
with this Agreement, the Security Agreement and the other Financing Documents
and authorizes it, as the Collateral Agent, to take such actions on its behalf,
under the provisions of this Agreement and the other Financing Documents and to
exercise such rights, powers, authorities and discretion and perform such duties
as are specifically delegated to the Collateral Agent by the terms hereof, the
Security Agreement and the other Financing Documents together with all such
rights, powers, authorities and discretion as are reasonably incidental thereto.
By its signature hereto, Chase Texas accepts such appointment and agrees to act
as Collateral Agent in accordance with the provisions of this Agreement, the
Security Agreement and the other Financing Documents to which it is a party.

SECTION 2.2. Collateral Agent's Rights and Obligations.

(a) The Collateral Agent may perform any of its duties hereunder and
under the other Financing Documents to which it is a party directly or by or
through agents, employees or attorneys-in-fact and shall be entitled to consult
with counsel and to act in reliance upon the

advice of such counsel concerning matters pertaining to the agencies created
hereby and its duties hereunder and under the other Financing Documents to
which it is a party, and shall not be liable for any action taken or omitted to
be taken by it in good faith and in reasonable reliance upon and in accordance
with the advice of counsel selected by it. The Collateral Agent undertakes to
perform only such duties as are expressly set forth herein and in the other
Financing Documents to which it is a party, and no fiduciary relationship or
implied covenants or obligations shall be read into this Agreement or any other
Financing Document to which the Collateral Agent is a party, or otherwise exist
against the Collateral Agent. No provision hereof shall be construed to
relieve the Collateral Agent from liability for its own gross negligence or
willful misconduct; provided, that (i) the Collateral Agent shall not be liable
with respect to any action taken, suffered or omitted by it in good faith
reasonably believed by it to be authorized or within the discretion or rights
or powers conferred on it by this Agreement or any other Financing Document, or
in accordance with any written direction or request of the Issuer, the Required
Lenders or the Program Manager (other than those that require the consent of
other parties and such consent has been withheld), unless in either case the
Collateral Agent was grossly negligent in ascertaining the pertinent facts or
negligent in determining the requirements imposed by this Agreement, the
Security Agreement or any other Financing Document to which it is a party, or
such written direction or request, and (ii) the Collateral Agent shall not be
liable for error of judgment made in good faith by any of its officers or
employees, unless the Collateral Agent was grossly negligent in ascertaining
the pertinent facts or in determining the requirements imposed by, this
Agreement, the Security Agreement or any other Financing Document to which it
is a party. Whenever in this Agreement or the Security Agreement or in any
other Financing Document to which the Collateral Agent is a party, it is
provided that the absence of the occurrence and continuation of an Event of
Default is a condition precedent to the taking of any action by the Collateral
Agent at the request of the Issuer or the Co- Issuer, then notwithstanding that
the satisfaction of such condition is a condition precedent to the right of the
Issuer or the Co-Issuer to make such request or direction, the Collateral Agent
shall not be liable for acting in accordance with such request or direction if
it does not have knowledge of the occurrence and continuance of such Event of
Default.

(b) The Collateral Agent shall be fully justified in failing or
refusing to take any action under this Agreement or any other Financing Document
(i) if such action would, in the reasonable opinion of the Collateral Agent, be
contrary to law or the terms of this Agreement or the other Financing Documents,
(ii) if such action is not specifically provided for in this Agreement or any
other Financing Agreement and the Collateral Agent shall not have received any
such advice or concurrence of the requisite Lenders as it deems appropriate, or
(iii) if, in connection with the taking of any such action that would constitute
an exercise of remedies under this Agreement or such other Financing Document,
it shall not first be indemnified to its satisfaction by the Secured Parties
(other than any agent or trustee under the Financing Documents) against any and
all liability and expense which may be incurred by it by reason of taking or
continuing to take such action. The Collateral Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any
other Financing Document in accordance with a request of the Required Lenders
(to the extent the Required Lenders are expressly authorized to direct the
Collateral Agent to take or refrain from taking such action), and such request
and any action taken or failure to act pursuant thereto shall be binding upon
all of the Secured Parties.

(c) Notwithstanding anything in this Agreement to the contrary, in no
event shall the Collateral Agent be liable under or in connection with this
Agreement for indirect, special,

incidental or consequential losses or damages of any kind whatsoever, including
lost profits, even if the Collateral Agent has been advised of the possibility
thereof and regardless of the form of action in which such damages are sought;
provided, however, that this clause shall not be deemed to apply in the event
of a finding by a court of competent jurisdiction of gross negligence or
willful misconduct on the part of the Collateral Agent.

SECTION 2.3. Reliance Upon Documents.

(a) In the absence of gross negligence or bad faith on its part, the
Collateral Agent (i) may rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any note, notice,
resolution, consent, certificate, affidavit, letter, telegram, teletype message,
statement, order or other document reasonably believed by it to be genuine and
correct and to have been signed or sent by the proper Person or Persons, (ii)
shall not be obligated to make any investigation into facts or matters stated in
any such document or instrument and (iii) shall have no liability in acting, or
in omitting to act, where such action or omission to act is in reliance upon any
statement or opinion contained in any such document or instrument. Neither the
Collateral Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates assume any responsibility for the correctness of
the recitals to this Agreement or any other Financing Document to which it is a
party, nor for the validity, effectiveness, value, sufficiency or enforceability
of this Agreement or any other Financing Document or for the failure of the
Issuer or Co-Issuer to perform its obligations thereunder. The Collateral Agent
shall not be under any obligation to any other Secured Party to ascertain or to
inquire as to the observance or performance of any agreements contained in, or
conditions of, this Agreement or any other Financing Document, or to inspect the
properties, books or records of the Issuer or the Co-Issuer. The Collateral
Agent shall have no responsibility for maintaining the value of the Collateral
or, ensuring that any Collateral is properly delivered to it; provided that the
Collateral Agent shall be responsible for holding the Collateral in accordance
with the provisions hereof and of the other Financing Documents. The Collateral
Agent shall take or cause to be taken all action recommended pursuant to any
Opinion of Counsel received by the Collateral Agent pursuant to Section 4.8 of
the Common Agreement as may be necessary or appropriate to perfect and protect
the security interests granted by the Security Agreement.

(b) Notwithstanding any provision to the contrary contained in Article
4 of the Security Agreement, in performing its obligations to transfer amounts
and make payments to any Person in accordance with Article 4 of the Security
Agreement, the Collateral Agent is entitled to rely upon the information
furnished to it by the Program Manager on behalf of the Issuer pursuant to
Article 6 of the Common Agreement. If the Collateral Agent has been given notice
that a transfer or payment by the Collateral Agent under Article 4 of the
Security Agreement is required to be made on a specified date and on the
Business Day prior to such specified date the Collateral Agent shall not have
received all information necessary for the making of such transfer or payment,
then the Collateral Agent shall promptly give notice to the Issuers, specifying,
to the extent reasonably within the knowledge of the Collateral Agent, such
absence of information or any inability to confirm information necessary for the
making of such transfer or payment. If the Collateral Agent has been given
notice that a transfer or payment by the Collateral Agent under Article 4 of the
Security Agreement is required to be made on a specified date and on the
Business Day prior to such specified date any information necessary for the
making of such transfer or payment is not furnished by the Program Manager and
instructions necessary for the making of such transfer or payment are not
received from the Issuer in sufficient time to effect such transfer or payment,
then upon notice by the Collateral Agent to the

Program Manager and the Issuer the Collateral Agent's obligations with respect
to such transfer or payment shall be suspended and the Collateral Agent shall
not be liable for the failure to make such transfer or payment.
Notwithstanding the foregoing, the Collateral Agent may carry out transfers and
payments of amounts specified in Article 4 of the Security Agreement without
specific instructions from the Program Manager or the Issuer if the Collateral
Agent has actual knowledge of the information required for the making of such
transfer and payments. For avoidance of doubt, the parties hereto confirm that
the Collateral Agent shall be entitled to indemnification pursuant to Section
2.5 with respect to any actions taken by it pursuant to the preceding sentence.

SECTION 2.4. Successor Collateral Agent.

(a) Merger. Any Person into which the Collateral Agent may be
converted or merged, or with which it may be consolidated, or to which it may
sell or transfer its trust business and assets as a whole or substantially as a
whole, or any Person resulting from any such conversion, sale, merger,
consolidation or transfer to which the Collateral Agent is a party, shall
(provided it is otherwise qualified to serve as the Collateral Agent hereunder)
be and become a successor Collateral Agent hereunder and be vested with all of
the title to the Collateral and all of the trusts, powers, discretion,
immunities, privileges and other matters as was its predecessor without the
execution or filing of any instrument or any further act, deed or conveyance on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

(b) Resignation. The Collateral Agent and any successor Collateral
Agent may at any time resign by giving at least 90 days' written notice by
registered, certified or express mail to each Representative and the Issuers;
provided, that such resignation shall take effect only upon the date which is
the later of the effective date of the appointment of a successor Collateral
Agent acceptable to the Issuers and the acceptance in writing by such successor
Collateral Agent of such appointment and of its obligation to perform its duties
hereunder and under the other Financing Documents in accordance with the
provisions hereof and thereof. Notwithstanding the preceding sentence, if on the
90th day after written notice of resignation is delivered by a resigning
Collateral Agent as described above no successor Collateral Agent or temporary
successor Collateral Agent has been appointed in accordance herewith, the
resigning Collateral Agent may petition a court of competent jurisdiction for
the appointment of a successor.

(c) Removal. The Collateral Agent may be removed by the Required
Lenders at any time, with or without cause, by an instrument or concurrent
instruments in writing delivered to the Collateral Agent, each Representative,
the Program Manager and the Issuers. A temporary successor may be removed at any
time to allow a successor Collateral Agent acceptable to the Issuers to be
appointed pursuant to paragraph (d) below. Any removal pursuant to the
provisions of this paragraph (c) shall take effect only upon the date which is
the latest of the effective date of the appointment of a successor Collateral
Agent acceptable to the Issuers and the acceptance in writing by such successor
Collateral Agent of such appointment and of its obligation to perform its duties
hereunder and in the other Financing Documents to which it is a party in
accordance with the provisions hereof and thereof.

(d) Acceptance by Successor. Any successor Collateral Agent shall be a
bank or trust company (i) having its principal office in [Houston, Texas] or
such other jurisdiction as the Issuers may approve and (ii) having a net worth
of at least $200,000,000 as of the effective date of appointment. The Required
Lenders shall have the right to appoint each successor Collateral Agent, subject
only to the requirements set forth in the preceding sentence and to the approval
of

the Issuers, which approval shall not be unreasonably withheld. If the Issuers
and the Required Lenders shall not have agreed within ten days as to the
selection of a successor Collateral Agent, the Issuers shall have the right to
appoint a temporary successor to act as the Collateral Agent. If by the 90th
day after appointment of such temporary successor Collateral Agent, the
Required Lenders and the Issuers shall have remained unable to agree as to the
selection of a successor Collateral Agent, such temporary successor shall
automatically become the successor Collateral Agent hereunder. Every temporary
or permanent successor Collateral Agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor and to each Representative and the
Issuers an instrument in writing accepting such appointment hereunder and the
relevant predecessor shall execute, acknowledge and deliver such other
documents and instruments as will effectuate such appointment, whereupon such
successor, without any further act, deed or conveyance, shall become fully
vested with all the estates, properties, rights, powers, duties and obligations
of its predecessors. Except as provided in Section 2.5, upon such appointment
of a successor Collateral Agent, the former Collateral Agent's rights, powers
and duties as Collateral Agent shall be terminated, without any other or
further act or deed on the part of such former Collateral Agent (except that
the resigning Collateral Agent shall deliver all Collateral then in its
possession to the successor Collateral Agent). After any retiring Collateral
Agent's resignation or removal hereunder as Collateral Agent, the provisions of
this Agreement shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Collateral Agent.

SECTION 2.5. Indemnification. By authorizing the Representatives to
enter into this Agreement on their behalf, and, in the case of a Hedge
Counterparty, by signing such Hedging Agreement, the Secured Parties (other than
the Representatives) agree to indemnify the Collateral Agent and (each in its
capacity as such) its officers, employees and its agents for, and hold the
Collateral Agent, its officers, employees and its agents harmless against, any
loss, liability, damage, claim, action, demand or expense (including the costs
and expenses of defending against any claim of liability) arising out of or in
connection with the Collateral Agent's acting as Collateral Agent hereunder and
under any other Financing Document, except such loss, liability, damage, claim,
action, demand or expense as shall result from the Collateral Agent's gross
negligence or willful misconduct or, in the case of handling of money, the
Collateral Agent's negligence. The obligation of the Secured Parties under this
Section shall survive the termination of this Agreement and the resignation or
removal of the Collateral Agent and shall be Pro Rata (determined for this
purpose, mutatis mutandis, as if the Class B Noteholders and Class C Noteholders
were Senior Secured Parties holding Class A Notes in the amount of their
respective Notes). None of the Representatives shall have any liability under
this Section.

SECTION 2.6. Compensation and Reimbursement. No provision of this
Agreement or any other Financing Document shall require the Collateral Agent to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or under any other Financing Document
or in the exercise of any of its rights or powers if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.

The Issuer agrees to pay to the Collateral Agent from time to time,
reasonable compensation for all services rendered by it hereunder and under the
other Financing Documents to which it is a party and to reimburse the Collateral
Agent for all reasonable expenses, disbursements and advances incurred or made
by the Collateral Agent in accordance with any provision of, or carrying out its
duties and obligations under, this Agreement (including the

reasonable compensation and fees and the expenses and disbursements of its
agents and Independent counsel) and under the other Financing Documents to
which it is a party, in each case in accordance with Section 1.21 of the Common
Agreement. The obligations of the Issuer under this Section shall survive the
termination of this Agreement and the resignation and removal of the Collateral
Agent.

SECTION 2.7. Representations and Warranties of Chase Texas. Chase
Texas represents and warrants to the Issuers and to each Secured Party as
follows:

(a) Due Organization. Chase Texas is duly organized and validly
existing under the laws of the United States and is duly authorized and licensed
under applicable law to conduct its business as presently conducted.

(b) Corporate Power. Chase Texas has all requisite right, power and
authority to execute and deliver this Agreement, the Security Agreement and each
of the other Financing Documents to which it is a party and to perform all of
its duties as Collateral Agent hereunder, under the Security Agreement and under
each of the other Financing Documents to which it is a party.

(c) Due Authorization. The execution and delivery of this Agreement,
the Security Agreement and each of the other Financing Documents to which it is
a party by Chase Texas, and the performance by the Collateral Agent of its
duties hereunder and thereunder, have been duly authorized by all necessary
proceedings and no further approvals or filings, including any governmental
approvals, are required for the valid execution and delivery by Chase Texas, or
the performance by Chase Texas, of this Agreement, the Security Agreement and
each of the other Financing Documents to which it is a party.

(d) Valid and Binding Agreement. Chase Texas has duly executed and
delivered this Agreement, the Security Agreement and each of the other Financing
Documents to which it is a party, and each such Agreement constitutes the legal,
valid and binding obligation of Chase Texas, enforceable against Chase Texas in
accordance with its terms, except as (i) such enforceability may be limited by
bankruptcy, insolvency, reorganization and similar laws relating to or affecting
the enforcement of creditors, rights generally and (ii) rights of acceleration
and the availability of equitable remedies may be limited by equitable
principles of general applicability.

(e) Compliance with Law. Neither the execution, delivery or
performance of this Agreement nor the consummation of any of the transactions
contemplated hereby nor performance or compliance with the terms and conditions
hereof (i) contravenes any material requirement of law applicable to it or (ii)
constitutes (x) a default under or results in the violation of the provisions in
its [charter, certificate of incorporation, by-laws] or other governance
document or (y) a material default of any indenture, loan or credit agreement or
any other agreement, lease instrument or document to which it is a party or by
which it or its properties may be bound.

(f) Litigation, etc. To the best of its knowledge, there are no
Proceedings now pending or threatened which could reasonably be expected to have
a material and adverse effect on its performance of its obligations hereunder or
which questions the validity, binding effect or enforceability hereof, any
action to be taken pursuant hereto or any transactions contemplated hereby.

SECTION 2.8. Waiver of Setoffs. Chase Texas hereby expressly waives
any and all rights of setoff that Chase Texas may otherwise at any time have
under applicable law with respect to any Collateral Account and agrees that
amounts in any of the Collateral Accounts shall at all times be held and applied
in accordance with the provisions of the Security Agreement.

ARTICLE 3

CERTAIN AGREEMENTS AMONG THE SECURED PARTIES

SECTION 3.1. Priority of Security Interests; Subordination.

(a) Except as contemplated by the other Financing Documents, each
Representative, on behalf of all Senior Lenders for whom such Representative is
acting, agrees that the security interest of each Senior Secured Party in any
Collateral ranks and will rank equally in priority with the security interest of
the other Senior Secured Parties in the Collateral, subject to Section 4.1 of
the Security Agreement absent an Acceleration that has occurred and is
continuing, and subject to Section 4.3 of the Security Agreement if an
Acceleration shall have occurred and is continuing.

(b) (i) Anything in the Indenture or the Notes or any other Financing
Document to the contrary notwithstanding, each Representative, on behalf of
all Senior Lenders for whom such Representative is acting, agrees and the
Trustee, on behalf of each Class B Noteholder and Class C Noteholder
agrees, that the security interest of the Holders of the Class B Notes and
the Class C Notes in and to the Collateral (the "Subordinate Interests")
shall be subordinate and junior to the security interest of each Senior
Secured Party and the Trustee, on behalf of each Class B Noteholder and
Class C Noteholder agrees that until the Senior Secured Obligations have
been paid in full, it will not (A) initiate any judicial or other remedial
action against the Issuers to collect any moneys under the Class B Notes or
the Class C Notes or (B) directly or indirectly, exercise or enforce any
rights or remedies against the Issuers of any nature whatsoever, whether at
law or in equity, that it may have under the Class B Notes, the Class C
Notes or any of the Financing Documents or otherwise, in connection with or
as the result of any default under, or breach of any representation,
warranty, covenant or agreement set forth in the Financing Documents in
respect to the Subordinate Interests including any Class B Notes or Class C
Notes. Without limiting the generality of the foregoing sentence, the
Trustee, on behalf of each Class B Noteholder and Class C Noteholder agrees
for the benefit of the Senior Secured Parties, not to cause the filing of a
petition in bankruptcy against the Issuer or the Co-Issuer for failure to
pay to them amounts due under the Class B Notes and the Class C Notes or
under any Financing Document until the payment in full of the Senior
Secured Obligations and not before one year and one day have elapsed since
such payment or, if longer, the applicable preference period then in
effect. If any Acceleration has occurred and is continuing including,
without limitation, as a result of an Event of Default specified in Section
5.1(h) or (i) of the Common Agreement, all principal of and interest on the
Senior Secured Obligations, and all other amounts owing to the Senior
Secured Parties under the Financing Documents, shall be paid in full in
Cash before any further distribution is made on account of the Subordinate
Interests.

(ii) The Trustee on behalf of each holder of a Subordinate Interest
agrees for the benefit of each Senior Secured Party that such holders of
Subordinate Interests shall not demand, accept or receive any payment or
distribution in respect of such Subordinate Interests in violation of the
provisions of the Financing Documents; provided that after the Senior
Secured Obligations and all other amounts owing thereunder, have been paid
in full in Cash, the holders of Subordinate Interests shall be fully
subrogated to the rights of the Senior Secured Parties. Nothing in this
Section 3.1(b) shall affect the obligation of the Issuers to pay holders of
Subordinate Interests.

In furtherance of the foregoing, but not by way of limitation thereof,
in the event that the Issuer or the Co-Issuer shall file or have filed against
it a petition under any bankruptcy or other insolvency law or be adjudicated a
bankrupt thereunder, with the result that the Issuer or the Co-Issuer is excused
from the obligation to pay all or any part of the interest otherwise payable in
respect to any Senior Secured Obligation during the period subsequent to the
commencement of any such proceedings thereunder, each holder of any portion of
the Subordinate Interests by its acceptance thereof, does hereby agree that all
or such part of such interest in the Senior Secured Obligations, as the case may
be, shall be payable in full in money out of, and to that extent diminish and be
at the expense of, reorganization dividends or other distributions or payments
in respect to the Subordinate Interests.

(c) The priorities specified in this Agreement and in the Security
Agreement with respect to the Collateral and the Collateral Proceeds are
applicable irrespective of any statement to the contrary in any Financing
Document (but subject, as to the Subordinate Interests, to the priorities
thereof specified in the Indenture) or any other agreement, the time or order or
method of attachment or perfection of Liens, the time or order of filing of
financing statements, or the giving or failure to give notice of the acquisition
or expected acquisition of purchase money or other security interests and to the
extent not provided for in this Agreement and the other Financing Documents, the
rights and priorities of the Secured Parties shall be determined in accordance
with applicable law.

SECTION 3.2. Decisionmaking.

(a) Notwithstanding anything to the contrary in this Agreement or any
Financing Document, the Collateral Agent, the Representatives and each other
Secured Party may not exercise or enforce any right, remedy, power or other
discretion, give any consent or enter into any agreement amending, modifying,
supplementing or waiving, or make any determination under or in respect of any
provisions of the Financing Documents except in accordance with this Agreement.

(b) If, at any time, (i) the Collateral Agent proposes to act as
contemplated under Financing Documents or (ii) any Representative, in accordance
with this Agreement, notifies the Collateral Agent of a matter with respect to
which it believes the Collateral Agent should exercise discretion, then the
Collateral Agent shall promptly notify each other Representative and each Hedge
Counterparty of the matter in question specifying:

(i) if relevant, the manner in which the Collateral Agent proposes to
act;

(ii) the Required Lenders applicable to the decision; and

(iii) the period determined by the Collateral Agent by which the
relevant Secured Parties must provide it with instructions in relation to
such decision (the "Decision Period").

(c) Notwithstanding anything to the contrary in this Section 3.2 or in
any Financing Document, the Collateral Agent shall not be required to seek
instructions from the parties hereto, as applicable, and the Collateral Agent
shall give or withhold consent, approve or disapprove and otherwise make
decisions on behalf of the Secured Parties, with respect to the following:

(i) any corrections to or confirmations of the calculation of any
information set forth in the Valuation Report;

(ii) any decisions which are specified in any Financing Documents to
be made by the Collateral Agent after consultation with an Independent
consultant; and

(iii) all other routine, administrative or ministerial matters under
the Financing Documents, including any additions, modifications or
amendments to any provision of any Financing Document to cure any ambiguity
or to cure, correct or supplement any provision contained therein which is
inconsistent with any other provision contained therein, the decision in
all such cases with respect to which matters is not inconsistent with the
provisions of the other Financing Documents and could not reasonably be
expected to have a Material Adverse Effect.

SECTION 3.3. Exercise of Rights. So long as any Secured Obligation
remains outstanding, each of the Representatives, on behalf of all the Secured
Parties for whom such Representative is acting, and each other Person that is a
party hereto, acknowledges and agrees as follows:

(a) Subject to Section 2.2 hereof, the Collateral Agent shall
administer the Collateral in the manner contemplated by this Agreement and the
Security Agreement and only upon the occurrence and continuance of an Event of
Default (subject to the requirement that the Collateral Agent shall have
received written notice thereof pursuant to Section 3.4(a) hereof and shall have
given written notice of the occurrence of such an Event of Default to the
Issuers), the Collateral Agent shall exercise, upon the written instruction of,
and on behalf of, the Required Lenders in accordance with this Article 3 and
subject to Article 5 of the Security Agreement, such rights and remedies with
respect to the Collateral as are granted to it under this Agreement, the other
Financing Documents and applicable law.

(b) No Secured Party and no class or classes of Secured Parties shall
have any right, other than in accordance with this Article 3, to (i) sell,
exchange, release, not perfect and otherwise deal with any Collateral at any
time pledged, assigned or mortgaged to secure the Secured Obligations in
accordance with the Financing Documents, (ii) exercise or refrain from
exercising any rights to direct the Collateral Agent to take any action in
respect of the Collateral, or (iii) take any other action with respect to the
Collateral (A) independently of the Collateral Agent or (B) other than to direct
the Collateral Agent to take action in accordance with this Article 3; provided,
however, that if an Event of Default exists under Section 5.1(h) or (i) of the
Common Agreement, the Collateral Agent shall automatically be authorized to take
such action without the written request of the Required Lenders.

(c) Upon the request of the Collateral Agent, each Representative will
give the Collateral Agent notice of the outstanding Secured Obligation amount
owed by the Issuers under the Financing Documents to the Secured Parties for
whom such Representative is acting and any other information with respect to
such Secured Obligation that the Collateral Agent may reasonably request. The
Collateral Agent may request such information in respect of the Hedging
Agreements from each Hedge Counterparty and the Program Manager.

(d) Each Representative shall provide to each other Representative and
to the Collateral Agent copies of any amendments to any Financing Document to
which such Representative is, and to which the Collateral Agent is not, a party.

(e) Unless otherwise expressly provided herein, the Collateral Agent
shall not take any action under the Financing Documents, without the prior
written consent of the Required Lenders.

(f) Each decision required to be made in accordance with the terms of
this Agreement shall be binding upon each of the parties to this Agreement, each
Secured Party for whom any Representative acts, each other party to any
Financing Document, and their respective successors and assigns.

(g) Without limiting the generality of the foregoing, except with the
prior written consent of the Required Lenders, no Representative and no Secured
Party shall:

(i) exercise any right under any Financing Document to accelerate,
cancel or terminate any commitment under any Financing Document or declare
any commitment under any Financing Document, or declare any obligation or
commitment, prematurely payable, canceled or terminated, but the foregoing
shall not restrict scheduled or mandatory repayment, prepayments, or
reductions taking effect in accordance with the original terms of the
Financing Documents;

(ii) enforce or require the Collateral Agent to enforce any rights
with respect to the Collateral conferred by the Transaction Documents by
sale, taking possession, appointment of a receiver or an administrative
receiver or otherwise bring suit or arbitration in connection with any
transactions contemplated by the Transaction Documents against the Issuer,
the Co-Issuer, the Program Manager or Enron; or

(iii) exercise any right to set-off against any account or combination
of accounts whether arising under applicable law or under the Financing
Documents unless the relevant right to set-off would otherwise be lost and
except in respect of the netting of payments by a Hedge Counterparty under
a Hedging Agreement.

SECTION 3.4. Actions Upon An Event of Default. So long as any Secured
Obligation remains outstanding, the following provisions shall apply:

(a) Each Representative hereby agrees to give each other
Representative and the Collateral Agent, at the address specified in Section 5.1
hereof, written notice of the occurrence of an Event of Default of which it is
aware.

(b) Upon receipt by the Collateral Agent of written notice of the
occurrence and continuance of an Event of Default pursuant to Section 3.4(a)
hereof or by written notice of the

occurrence and continuance of a default from the Hedge Counterparties pursuant
to the Hedging Agreements, the Collateral Agent shall give written notice of
the occurrence of such Event of Default or default to the Issuers.

(c) The Collateral Agent shall not be deemed to have actual,
constructive, direct or indirect knowledge or notice of the occurrence of any
Event of Default unless and until an Authorized Officer of the Collateral Agent
has received a written notice or a certificate from a Secured Party stating that
an Event of Default has occurred under their respective Financing Documents. The
Collateral Agent shall have no obligation whatsoever either prior to or after
receiving such notice or certificate to inquire whether an Event of Default has
in fact occurred and shall be entitled to rely conclusively, and shall be fully
protected in so relying, on any notice or certificate so furnished to it.

SECTION 3.5. Exercise of Remedies and Application of Proceeds. So long
as any Secured Obligation remains outstanding to more than one Secured Party,
the following provisions shall apply:

(a) If an Event of Default shall have occurred and be continuing, upon
the written request of the Required Lenders, the Collateral Agent shall request
the Account Bank to render an accounting of the current balance of each
Collateral Account.

(b) If an Event of Default shall have occurred and be continuing, and
only in such event, upon the written request of the Required Lenders, the
Collateral Agent shall be authorized to take any and all actions and to exercise
any and all rights, remedies and options which it may have under the Security
Documents and which the Required Lenders direct it to take, including, subject
to Article 5 of the Security Agreement, realization and foreclosure on the
Collateral.

(c) The proceeds of any sale, disposition or other realization or
foreclosure by the Collateral Agent upon the Collateral or any portion thereof
pursuant to the Security Documents shall be governed by Section 4.3 of the
Security Agreement. Any non-Cash proceeds resulting from such liquidation of the
Collateral shall be held by the Collateral Agent for the benefit of the Secured
Parties until later sold or otherwise converted into Cash, at which time the
Collateral Agent shall apply such Cash in accordance with Section 4.3 of the
Security Agreement.

SECTION 3.6. Receipt of Money or Proceeds.

(a) Each Representative hereby agrees on behalf of all Secured Parties
for whom such Representative is acting, and each other Person that becomes a
party hereto agrees, that if at any time during the term of this Agreement, any
Representative receives any payment or distribution of assets of the Issuers of
any kind or character, whether monies or Cash proceeds resulting from
liquidation of the Collateral, other than in accordance with the terms of this
Agreement and the Security Agreement, such Representative shall hold such
payment or distribution in trust for the benefit of the Secured Parties and
shall immediately remit such payment or distribution to the Collateral Agent.

(b) In the event that notwithstanding the provisions of this Agreement
and the other Financing Documents, any holder of any Subordinate Interests shall
have received any payment or distribution in respect of such Subordinate
Interests contrary to the provisions of this Agreement and the other Financing
Documents, then, unless and until the Senior Secured Obligations and all other
amounts owing thereunder shall have been paid in full in Cash, such

payment or distribution shall be received and held in trust for the benefit of,
and shall forthwith be paid over and delivered to, the Collateral Agent, which
shall pay and deliver the same to the Senior Secured Parties in accordance with
Article 4 of the Security Agreement.

SECTION 3.7. Additional Secured Parties. The parties hereto hereby
agree that each Person replacing any of the Secured Parties that are party
hereto and each Person (or trustee or agent thereof) holding a Secured
Obligation of the Issuers is required to become a party to this Agreement either
individually or by authorizing the Representative acting for it to make and
perform this Agreement.

ARTICLE 4

AMENDMENTS; WAIVERS; INSTRUCTIONS;
OTHER RELATIONSHIPS

SECTION 4.1. Amendments to this Agreement. This Agreement shall not be
amended, modified, supplemented or waived without the consent of the Issuers and
each of the Representatives; provided that, this Agreement shall not be amended
in any manner that is adverse to the Collateral Agent without its consent, which
consent shall not be unreasonably withheld.

SECTION 4.2. Amendments to, Waiver under, and Instructions with
Respect to the Assigned Agreements and the Other Financing Documents.

(a) Notwithstanding anything in this Agreement to the contrary, but
subject to Section 3.2(c)(iii) hereof and Section 6.1(a)(iv) of the Security
Agreement, (x) the Collateral Agent (with the consent in writing of the Required
Lenders) may act to directly or indirectly amend, modify, terminate, supplement
or waive a right or permit or consent to the amendment, modification,
termination, supplement or waiver of a right with respect to any provision of
the Common Agreement (including Appendix A thereto as used therein and as
incorporated by reference in any other Financing Document), the Assigned
Agreements or any other Financing Document to which it is a party (other than
this Agreement) or change in any manner the rights of the Secured Parties under
any provision thereof or waive any Event of Default or Defaults (and the
Required Lenders may give instructions to the Collateral Agent under the
Financing Documents) and (y) each of the Representatives may act to directly or
indirectly amend, modify, terminate, supplement or waive a right or permit or
consent to the amendment, modification, termination, supplement or waiver of a
right with respect to any provision of any Financing Document to which such
Representative is a party (other than this Agreement); provided, however,
without the written consent of each Representative, no such waiver, amendment,
modification, supplement or consent shall:

(i) change the time of payment of or increase the rate of interest due
on any Secured Obligation or the amount of any premium payable upon
prepayment of any Secured Obligation;

(ii) change the payment date for or increase the amount of principal
or other amount (other than interest) due on any Secured Obligation;

(iii) permit the Issuer or the Co-Issuer to assign its rights under
any Financing Document (except in accordance with the Financing Documents);

(iv) increase the Liquidity Facility Commitment or Backup Facility
Commitment other than in accordance with Section 9.2 or 9.3 of the Common
Agreement, as the case may be;

(v) change any of the percentages specified in the definition of
Required Lenders;

(vi) change the currency in which payments by the Issuers are required
to be made;

(vii) release any Collateral from the Lien granted under any of the
Security Documents or of any funds from any Account other than as
contemplated in the Financing Documents;

(viii) extend the Investment Period;

(ix) modify any of the provisions of Articles 2, 10 and 11 of the
Common Agreement or any provisions of the Security Agreement; or

(x) change the time or increase the amount of payment of any fee due
or payable under or in connection with the Financing Documents.

(b) Except as to the matters contemplated by the proviso to the
preceding clause (a), any Representative may at any time, and from time to time,
without any consent of or prior notice to the other Representatives or the
Collateral Agent (except to the extent required by any Financing Document) and
without impairing or releasing the obligations of any Person under this
Agreement: (i) waive, amend, modify or supplement any Financing Document to
which such Secured Party is a party, (ii) release anyone liable in any manner
under or in respect of the Secured Obligations owing under any such Financing
Document, or (iii) apply any sums from time to time received for payment or
satisfaction of the Secured Obligations of such Secured Parties except as
otherwise provided in Section 3.6.

ARTICLE 5

MISCELLANEOUS

SECTION 5.1. Agreement for Benefit of Parties Hereto. Nothing in this
Agreement, express or implied, is intended or shall be construed to confer upon,
or to give to, any Person other than the parties hereto and their respective
successors and assigns and Persons for whom the parties hereto are acting as
agents or representatives, any right remedy or claim under or by reason of this
Agreement or any covenant, condition or stipulation hereof; and the covenants,
stipulations and agreements contained in this Agreement are and shall be for the
sole and exclusive benefit of the parties hereto and their respective successors
and assigns and Persons for whom the parties hereto are acting as agents or
representatives.

SECTION 5.2. Notices. Any request, demand, authorization, direction,
notice, consent, waiver or other document provided or permitted by this
Agreement may be made upon, given or furnished to the following addresses:

If to the Issuer:

Address:
----------------------------------
Attention:
----------------------------------
Telephone:
----------------------------------
Telecopy:
----------------------------------

with a copy to the Program Manager:

Address:
----------------------------------
Attention:
----------------------------------
Telephone:
----------------------------------
Telecopy:
----------------------------------

If to the Co-Issuer:

Address:
----------------------------------
Attention:
----------------------------------
Telephone:
----------------------------------
Telecopy:
----------------------------------

with a copy to the Program Manager:

Address:
----------------------------------
Attention:
----------------------------------
Telephone:
----------------------------------
Telecopy:
----------------------------------

If to the Trustee:

Address: 000 Xxxxxx, 0xx Xxxxx, Xxxxxxx, Xxxxx 00000
Attention: Global Trust Services - Enron International CPO, L.P.
Telephone:
----------------------------------
Telecopy:
----------------------------------

If to the Liquidity Facility Agent:

Address:
----------------------------------
Attention:
----------------------------------
Telephone:
----------------------------------
Telecopy:
----------------------------------

If to the Backup Facility Agents:

As specified in the Designation Letters delivered
pursuant to Section 1.24 of the Common Agreement.

If to the Collateral Agent:

Address:
----------------------------------
Attention:
----------------------------------
Telephone:
----------------------------------
Telecopy:
----------------------------------

If to the Hedge Counterparties:

As specified in the executed counterparts of the
related Hedging Agreement delivered pursuant to
Section 9.1(a) of the Common Agreement.

or to such other addresses as to which any such party may specify to each of
the other parties hereto in the manner set forth below. All notices or other
communications required or permitted to be given hereunder shall be in writing
and shall be considered as properly given (a) if delivered in person, (b) if
sent by overnight delivery service, (c) in the event overnight delivery
services are not readily available, if mailed by first class mail, postage
prepaid, registered or certified with return receipt requested or (d) if sent
by prepaid telex or by telecopy, with correct answerback received. Notice so
given shall be effective upon receipt by the addressee, except that
communication or notice so transmitted by telecopy or other direct written
electronic means shall be deemed to have been validly and effectively given on
the day (if a Business Day and, if not, on the next following Business Day) on
which it is validly transmitted if transmitted before 4:00 p.m., recipient's
time, and if transmitted after that time, on the next following Business Day;
provided, however, that if any notice is tendered to an addressee and the
delivery thereof is refused by such addressee, such notice shall be effective
upon such tender. Any party hereto shall have the right to change its address
for notice hereunder to any other location by giving no less than 20 days'
notice to the other parties in the manner set forth hereinabove.

SECTION 5.3. Execution in Counterparts. This Agreement may be executed
in any number of counterparts by the parties hereto, each of which shall be an
original, and all such counterparts shall constitute one and the same
instrument.

SECTION 5.4. Effect of Headings. The Article and Section headings
herein are for convenience of reference only and shall not affect the
interpretation hereof. __ __________SECTION 5.5. Assignments. This Agreement
shall be a continuing obligation of the Issuers and shall (a) be binding upon
the Issuers and their respective successors and assigns, and (b) inure to the
benefit of and be enforceable by each Secured Party, the Collateral Agent, and
by their respective successors, transferees and assigns. Except as provided in
Section 4.13 of the Common Agreement, the Issuers may not assign this Agreement,
or delegate any of their duties hereunder, without the prior written consent of
each other party hereto, and any such attempted assignment shall be null and
void.

SECTION 5.6. No Petition Agreement. The Collateral Agent covenants and
agrees that, for a period of one year plus one day after payment in full of all
amounts payable under or in respect of the Financing Documents, it will not
institute against, or join any other Person in instituting against, the Issuer
or the Co-Issuer any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any federal or state
bankruptcy or similar law. This section shall survive any termination of this
Agreement.

SECTION 5.7. TRIAL BY JURY WAIVED. EACH OF THE PARTIES TO THIS
AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT.

SECTION 5.8. Severability. If any provision in this Agreement is
invalid, illegal or unenforceable in any jurisdiction, then, to the fullest
extent permitted by applicable law, (i) the other provisions hereof shall remain
in full force and effect in such jurisdiction and (ii) the invalidity,
illegality or unenforceability of any provision hereof in any jurisdiction shall
not affect the validity, legality or enforceability of such provision in any
other jurisdiction.

SECTION 5.9. Integration. This Agreement, together with the other
Financing Documents, constitutes the entire agreement and understanding among
the parties hereto and supersedes any and all prior agreements and
understandings, oral or written, relating to the subject matter hereof.

SECTION 5.10. Term of This Agreement. This Agreement shall take effect
on the Closing Date, and shall continue in effect until the Final Termination
Date.

SECTION 5.11. Governing Law. THIS AGREEMENT AND THE RIGHTS AND DUTIES
OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES THEREOF
RELATING TO CONFLICTS OF LAW.

SECTION 5.12. Submission to Jurisdiction.

(a) Except as set forth in subsection (b), the Issuers hereby
irrevocably submit to the non-exclusive jurisdiction of any New York State or
federal court sitting in the Borough of Manhattan in The City of New York in any
action or proceeding arising out of or relating to this Agreement, and the
Issuers hereby irrevocably agree that all claims in respect of such action or
proceeding may be heard and determined in such New York State or federal court.
The Issuers hereby irrevocably waive, to the fullest extent that they may
legally do so, any defense which they now or hereafter have to the laying of the
venue of any such proceeding brought in such court and any claim that any such
proceeding brought in such court has been brought in an inconvenient forum and
to the maintenance of such action or proceeding. The Issuers irrevocably consent
to the service of any and all process in any action or proceeding by the mailing
or delivery of copies of such process to it at the address set forth in Section
5.2. The Issuers agree that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Notwithstanding the foregoing,
no document filed, assertion made, or issue adjudicated in any court or other
arbitral proceeding shall have a collateral, judicial, or other estoppel or res
judicata effect on any arbitral proceeding that is subject to Section 11.11 of
the Management Agreement.

(b) The foregoing submission to jurisdiction is not intended to and
shall not apply to any claim, controversy, issue or accounting bearing on
Article 9 of the Enron Support Agreement except insofar as such claim,
controversy, issue or accounting arises in connection with a motion to confirm,
vacate, or modify an arbitration award rendered pursuant to Section 11.11 of the
Management Agreement.

SECTION 5.13. Additional Parties. In the event the Issuer enters into
one or more Backup Facilities after the Closing Date, each Person acting as the
Backup Facility Agent is required to become a party to this Agreement on behalf
of the Backup Lenders for whom such Person is acting by executing and delivering
to the Issuer and the Collateral Agent a Designation Letter substantially in the
form set forth in Exhibit F to the Common Agreement. Each Person made party to
this Agreement pursuant to this section shall be bound by and be subject to the
terms and conditions hereof and the covenants, stipulations and agreements
contained herein.

IN WITNESS WHEREOF, the parties have caused this Collateral Agency and
Intercreditor Agreement to be duly executed by their officers thereunto duly
authorized as of the day and year first above written.

ENRON INTERNATIONAL CPO, L.P.

By: Enron CPO Holdings, Inc.,
its general partner

By
------------------------------
Name:
Title:

ENRON INTERNATIONAL CPO, INC.

By:
-------------------------------
Name:
Title:

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
not in its individual capacity,
but solely as Trustee

By:
-------------------------------
Name:
Title:

----------------------------------,
not in its individual capacity,
but solely as Liquidity Facility Agent

By:
-------------------------------,
Name:
Title:

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
in its capacity as Collateral Agent and,
with respect to Sections 2.7 and 2.8
hereof, in its individual capacity

By:
--------------------------------
Name:
Title:

Document Metadata

Table of Contents

ENRON INTERNATIONAL CPO, L.P., as Issuer ENRON INTERNATIONAL CPO, INC., as Co- Issuer CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Trustee

Document Metadata