AGREEMENT OF THE MEMBERS OF ENVERA LLC
 
This Agreement of the Members of Envera LLC (this “Agreement”) is dated as of the ___ day of December, 2000 January, 2001, and is executed by the Members (the “Members”) of Envera LLC, a Virginia limited liability company (the “Company”).  All Section references and capitalized terms used but not defined herein shall have the meanings given such references and terms in the Operating Agreement of the Company, dated July 20, 2000 (the “Operating Agreement”).

	WHEREAS, the Company and Enron Global Markets LLC (“EGM”) have entered into a Master Agreement dated as of even date herewith (the “Master Agreement”) pursuant to which the Company has agreed to issue an Interest in the Company to EGM(or its designee); ; and 

	WHEREAS, Section 5.4(b) of the Master Agreement requires, as a condition precedent EGM’s obligations under the Master Agreement, that this Agreement be executed and delivered by at least the Majority Members, and EGM would not complete the transactions contemplated by the Master Agreement but for the Members’ undertakings under this Agreement.;

NOW, THEREFORE, in consideration of EGM’s reliance on the receipt of this Agreement in connection with its the acquisition by EGM of an Interest in the Company, the Members hereby agree as follows: 

1.	Issuance of Interest in the Company to EGM.  The Members hereby ratify the issuance of an Interest in the Company to EGM pursuant to the Master Agreement and waive their rights under Section 3.5 to (a) be issued a New Issuance Notice and (b) purchase New Securities to be issued to EGM.(or its designee).

2.	Assignment of Interest.  On or after the Closing Date (as such term is defined in the Master Agreement), EGM contemplates the Transfer (as such term is defined in the Master Agreement) of its Interest to its affiliate ECT Merchant Investments Corp., a Delaware corporation, as a Permitted Transfer pursuant to Article XI of the Operating Agreement.  The Members hereby consent to such Transfer, provided that it meets the requirements for Permitted Transfers set forth in Article XI of the Operating Agreement, and acknowledge that following such Transfer of the Interest, ECT Merchant Investments Corp. shall have the right to designate the EGM Director pursuant to Section 4 below.  

3.	Mandatory Capital Contributions.  The Members hereby agree not to amend in any way the provisions in the Operating Agreement related to the Members’ payment of additional mandatory capital contributions pursuant to Section 3.4(a), including but not limited to the amount and timing of such payments by the Members.  

4.	EGM Right to Appoint At-Large Director.  The Members agree to elect as an At-Large a Director any person nominated by EGM for such position (the “EGM Director”).  EGM (or its designee) may nominate the EGM Director at any time, and the Members will take such action as may be necessary to elect the EGM Director within 30 days from their receipt of such nomination by EGM, including but not limited to calling a special meeting, nominating a new slate of At-Large Directors and waiving voting requirements in the Operating Agreement for such election.  EGM’s right to designate the EGM Director is transferable to any assignee or successor of all of EGM’s Interest in the Company, provided the transfer of EGM’s Interest to such assignee or successor is permitted under or approved in accordance with the terms and conditions of the Operating Agreement. 

5.	Effectiveness of Agreement.  Upon execution of this Agreement by Members constituting the Majority Members, this Agreement shall become fully effective.  In particular, upon execution of this Agreement by such Majority Members, but without limiting the foregoing, the waiver of the Members’ rights under Section 1 above shall be effective and binding on all Members, as provided in Section 3.5(b)(ii) of the Operating Agreement; and the undertakings under Sections 2, 3 and 3 4 above shall be effective and binding on all Members who execute this Agreement.  

6.	Affiliates, Successors and Assigns.  This Agreement shall be binding upon the Members, and their respective affiliates, successors and assigns.

IN WITNESS WHEREOF, the Members have caused this Agreement to be executed by their respective duly authorized officers or partners on the date first above written.  

MEMBERS

THE LUBRIZOL CORPORATION			ETHYL CORPORATION

By:____________________________		By:___________________________	
Name: _________________________		Name:________________________
Title: __________________________		Title:_________________________

LYONDELL CHEMICAL COMPANY		ALBEMARLE CORPORATION

By:____________________________		By:___________________________	
Name: _________________________		Name:________________________
Title: __________________________		Title:_________________________

SOLUTIA, INC.					MAYS CHEMICAL COMPANY

By:____________________________		By:___________________________	
Name: _________________________		Name:________________________
Title: __________________________		Title:_________________________

OCCIDENTAL CHEMICAL CORPORATION	BORDEN HOLDINGS, INC.

By:____________________________		By:___________________________	
Name: _________________________		Name:________________________
Title: __________________________		Title:_________________________

PHENOLCHEMIE, INC.

By:____________________________
Name: _________________________
Title: __________________________

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Draft December 22, 2000 January 5, 2001

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