Subject: Pancanadian Energy Services
From: [email-masked]
To: [email-masked]
Cc: [email-masked]
Date: Mon, 8 May 2000 09:22:00 -0700 (PDT)

Russell:
Since late 1998, we have been trying to put in place a Master between ENA and 
the above counterparty.  We currently have a Master dated July 1997 between 
ECC and Pancanadian Petroleum Limited and Pancanadian wants to pretty much 
duplicate this Master.  Here are the credit terms of the late 1998 drfat that 
we sent them which I need for you to tell me are still okay:

No Credit Support Providers
Cross Default - $50,000,000 for ENA and $25,000,000 for them
Additional Event of Default - occurrence of a MAC and the failure to provide 
Perfprmance Assurance in accordnace with annex A.  MAC is defined as 
 Enron's rating going below BBB- and their Net Worth falling below 
$133,000,000 opr their Funded Debt to Net Worth being more than 1 to 1
They want to defined the "control" concept in Affiliate as ownership of more 
than 50% of equity.  This term is used in the Setoff language and limits the 
possible  entities that could be Affiliates on our side and their side
Forms of collateral are cash and LC's
Collateral Thresholds are $10,000,000 for us and $3,500,000 for them

Let me know what you think.

Carol