ASSIGNMENT AND WAIVER AGREEMENT

	This Assignment and Waiver Agreement is made the 	___day of December, 2000 between January, 2001

BETWEEN:

(1)	Royal Bank of Canada in its capacity as Agent (in such capacity, the ““Agent””) and as the Lender (in such capacity, the ““Lender””) under the Facility Agreement (defined below);

(2)	Enron Asset Holdings, L.L.C., a Delaware limited liability company (““EAH””);

(3)	Heracles Trust, a Delaware business trust (the ““Trust””);

(4)	Aeneas, L.L.C., a Delaware limited liability company (““Aeneas””); and

(5)	GSS Holdings, Inc., a [    ] corporation [having its principal place of business in the State of New York] in its capacity as the holder of the certificate issued by the Trust; and 

(6)	[RABOBANK] (the ““Swap Provider””).

Recitals:

(1)	The Trust, the Agent and the Lender (amongst others) have entered into that certain Facility Agreement dated November 29, 2000 (the ““Facility Agreement””).

(2)	EAH and the Trust have entered into the Total Return Swap Agreement (as defined in the Facility Agreement) whereby EAH has agreed to pay to the Trust amounts equal to payments due by the Trust to the Lenders from time to time under the Facility Agreement and the Trust has agreed to pay to EAH monies received by the Trust from time to time from distributions on or from a sale of the Class B Interest (as defined in the Facility Agreement).

(3)	EAH and Aeneas have entered into the Put Option Agreement (as defined in the Facility Agreement) whereby EAH has agreed to purchase shares of common stock of EOG (as defined in the Facility Agreement) from Aeneas at Aeneas’Aeneas’ option.  Aeneas has assigned its rights to exercise the Put Option Agreement to the Trust.

(4)	EAH has executed the Psyche, L.L.C. Agreement (as defined in the Facility Agreement)  whereby EAH has been admitted as the sole member of Psyche, L.L.C. (as defined in the Facility Agreement).

(5)	Aeneas and the Agent (amongst others) have entered into that certain Sales Agency Agreement dated November 29, 2000 (the ““Sales Agency Agreement””) whereby Aeneas has appointed the Agent to act as its agent to negotiate sales of shares of common stock of EOG in certain circumstances.

(6)	The Agent, the Lender and the Trust have entered into that certain Rate Agreement dated as of November 29, 2000 whereby the Applicable Margin (as defined in the Facility Agreement) was reduced for a specified period.

(7)	The Swap Provider and the Agent propose to enter into an ISDA Master Agreement and a related schedule and confirmation each dated the date hereof (the ““Rabo Swap Agreement””), whereby the Agent will agree to pay to the Swap Provider all payments of principal and interest received from the Trust under the Facility Agreement and all amounts received from the Trust, EAH, or Psyche, L.L.C. pursuant to Section 1 hereof, and the Swap Provider will agree to pay to the Agent amounts equal to principal and interest payable to the Lender by the Trust under the Facility Agreement from time to time.

Operative Provisions:

	For good and valuable consideration, receipt of which is hereby acknowledged, it is hereby agreed as follows:

1.	Assignment of Distributions and Waiver of Swap Payments.

(a)	(a) EAH hereby irrevocably assigns and conveys to the Agent all of its rights, title, interests and benefits in, to and under all distributions payable to EAH by Psyche, L.L.C. on or after the date hereof in its capacity as sole member of Psyche, L.L.C. pursuant to Article 5 of the Psyche, L.L.C. Agreement or otherwise.  Section 3.03 of the Psyche, L.L.C. Agreement is hereby amended to permit such assignment and conveyance by EAH to the Agent.
(b)	EAH hereby irrevocably directs Psyche, L.L.C. to pay directly to the Agent all distributions payable to EAH in its capacity as the sole member of Psyche, L.L.C. under Article 5 of the Psyche LLC Agreement.  EAH, in its capacity as the sole member of Psyche, L.L.C., hereby irrevocably directs the Trust to pay directly to the Agent all amounts payable to Psyche, L.L.C. under Section 5.01 of the Trust Agreement and the Trust hereby acknowledges and undertakes that it will pay all such amounts directly to the Agent.  
(c)	(b) The Trust hereby notifies EAH that pursuant to Section 3.4 of the confirmation comprising part of the Total Return Swap Agreement, the Trust has irrevocably decided and elected not to enforce its rights under the Total Return Swap Agreement on any Payment Date (as defined in the Total Return Swap Agreement), and the Trust and EAH hereby agree and acknowledge that no Fixed Payments or Floating Payments (as those terms are defined in the Total Return Swap Agreement) shall be required or payable under the Total Return Swap Agreement on any Payment Date or on any other date on or after the date hereof.
(d)	(c) EAH and the Trust hereby acknowledge that adequate consideration for their respective agreements under this Section 1 is provided by the agreements of the other under this Section 1 and (in the case of the agreements of EAH) by the agreements of Aeneas under Section 2 hereof.

2.	Termination of the Put Option Agreement.

EAH and Aeneas hereby agree that the Put Option Agreement is hereby terminated and that EAH and Aeneas are irrevocably released from their obligations thereunder.

3.	Amendment of and Action under the Sales Agency Agreement.

(a) 3.1	Section 2 of the Sales Agency Agreement is hereby deleted in its entirety and replaced with the following:

2.	2. The Company hereby appoints RBC as its sales agent for the purpose of selling the EOG Stock on the terms and subject to the conditions of this Agreement (the ““Appointment””).  RBC shall not take any action in its capacity as sales agent hereunder unless any of the following events have occurred and are continuing (each, on the Auction Date (as defined in the Aeneas, L.L.C. Agreement) either there is no Winning Bidder (as defined in the Aeneas L.L.C. Agreement) or [Rabobank] is the Winning Bidder (a ““Sales Agency Event””): [to be discussed]..

(b)	(b) Immediately after the final sentence of Section 3 of the Sales Agency Agreement shall be added the following:-
No sale of the EOG Stock shall be made to any person other than EAH unless such EOG Stock shall first have been offered for sale to EAH on substantially the same terms and EAH shall have declined such offer.
(c)	Section 5 of the Sales Agency Agreement is hereby deleted in its entirety and replaced with:

5.	This Sales Agency Agreement shall terminate on the first to occur of [to be discussed] when all amounts of principal, interest and all other amounts payable by the Trust to the Lenders under the Facility Agreement have been paid in full and all amounts payable by the Agent to [Rabobank] under that certain ISDA Master Agreement and the related schedule and confirmation dated January _____, 2001 and executed by the Agent and [Rabobank] have been paid in full.

(d)	Section 7 of the Sales Agency Agreement is hereby amended to permit disclosure of the Sales Agency Agreement and all related documents to [Rabobank] and its professional advisers.

3.2	The Lender hereby agrees and undertakes that it will exercise its rights under the Sales Agency Agreement at the direction of [Rabobank].  Each of the parties hereto hereby releases, acquits and discharges the Lender from liability arising out of its appointment as sales agent under the Sales Agency Agreement, except to the extent such liability arises out of the [gross] negligence or willful misconduct of the Lender.

4.	Termination of Rate Agreement.

The Trust, the Agent and the Lender hereby terminate the Rate Agreement and agree that the Applicable Margin under the Facility Agreement shall be 0.75 percent per annum with effect from the date hereof, but without affecting the reduced Applicable Margin in effect prior to the date hereof.

5.	Payments under the Facility Agreement and Rabo Swap Agreement

The Trust, the Agent, the Lender and the Swap Counterparty hereby agree and undertake that any payments made by the Swap Counterparty to the Agent under the Swap Agreement shall not satisfy or extinguish any of the obligations of the Trust to the Lender under the Facility Agreement provided that prior to the Final Distribution Date (as defined the Trust Agreement) the Trust shall not be obliged to make any payment under the Facility Agreement or the Notes to the Lender to the extent that a corresponding payment has been made by the Swap Counterparty under the Swap Agreement.

6.	Agreements and Consents.

(a)	To the extent that the consent or direction of any party hereto (an ““Applicable Party””) is required under the terms of any Operative Document (as defined in the Facility Agreement) to or for (i) any of the agreements of any other party hereunder or (ii) any transaction or matter contemplated under this Agreement, such consent or direction (as the case may be) is hereby given by such Applicable Party.

(b)	(b) To the extent that any party hereto would not (but for this Section 5(b)) have the requisite power or authority under any constitutional or governing document applicable to it to enter into this Agreement and perform its obligations hereunder, such constitutional or governing document is hereby amended to the extent necessary to permit such party to enter into this Agreement and perform its obligations hereunder.

7.	Assignment

This Agreement shall not be assigned by any party hereto without the consent of all of the other parties, provided that the Lender may assign its rights and obligations hereunder to any person to whom the Lender assigns its Note, and the Swap Provider and the Agent may assign their respective rights and obligations hereunder to any person to whom the Swap Provider or the Agent (as applicable) assigns its rights and obligations under the Rabo Swap Agreement.

8.	Law

This Agreement shall be construed and governed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have duly executed this Assignment and Wavier the day and year first before written.

ROYAL BANK OF CANADA 

By: 	
Name: 	
Title: 	

ENRON ASSET HOLDINGS L.L.C.,
   a Delaware limited liability company

By:	Enron Finance Management, L.L.C., 
		its Managing Member

By:	Enron Corp., its sole Member

By: 	
Name: 	
Title: 	

HERACLES TRUST,
   a Delaware Business Trust

By:	Wilmington Trust Company, 
		as _______ Trustee

By: 	
Name: 	
Title: 	

AENEAS LLC,
   a Delaware limited liability company

By:	Enron Asset Holdings, L.L.C., 
		its Managing Member

By:	Enron Finance Management, L.L.C., 
		its Managing Member

By:	Enron Corp., its sole Member

By: 	
Name: 	
Title: 	

GSS HOLDINGS, INC.

By: 	
Name: 	
Title: 	

[RABOBANK]

By: 	
Name: 	
Title: 	

------------------ COMPARISON OF FOOTERS ------------------

-FOOTER 1-
DAL:273610.1 C:\Kurth1\Docs\273610b.doc
A

-FOOTER 2-
DAL:273610.1
R

-FOOTER 3-
DAL:273610.1

-FOOTER 4-
DAL:273610.1 C:\Kurth1\Docs\273610b.doc

-FOOTER 5-
DAL:273610.1 C:\Kurth1\Docs\273610b.doc

-FOOTER 6-
DAL:273610.1 C:\Kurth1\Docs\273610b.doc

-FOOTER 7-
DAL:273610.1

-FOOTER 8-
DAL:273610.1
I

-FOOTER 9-
DAL:273610.1 C:\Kurth1\Docs\273610b.doc
R

This redlined draft, generated by CompareRite (TM) - The Instant Redliner, shows the differences between - 
original document   : C:\KURTH1\DOCS\273610(A).DOC
and revised document: C:\KURTH1\DOCS\273610B.DOC

CompareRite found   27 change(s) in the text
CompareRite found    5 change(s) in the notes

Deletions appear as Overstrike text 
Additions appear as Bold+Dbl Underline text