Re: Engage Canada- Credit W/S

Mark,

I had remembered our previous conversation regarding having ENA and ECC on
the seperate guaranty's. If we need to have two seperate guaranty's please
coordinate with Dan Hyvl to have separate guaranty's issued. I have attached
another amended credit worksheet which detail the guaranty amounts required.
Please note that as a result of current market conditions, we need to have
the draft contract and guaranty's sent to the counterparty as soon as
possible. Also my credit contact at Engage is a lady named Sandra
(403-297-1476) and I have reviewed with her our needs, if Suzzi Sethi does
not understand our urgency on this, please communicate this to Sandra. I
will be out the rest of the week and will not be able to be contacted.

Thanks
Russell.

From: Mark Powell 11/28/2000 07:44 PM

To: Russell Diamond/HOU/ECT@ECT
cc: Dan J Hyvl/HOU/ECT@ECT
Subject: Re: Engage Canada- Credit W/S

Hey Russell,

We talked about this point earlier (see an e-mail to you dated September 22,
2000) and we agreed that the guarantees would not reference both Enron North
America and Enron Canada Corp. There were a number of reasons for this (ie.
complexity regarding future amendments, the differences/peculiarities between
Canadian and American law, possible "permanent establishment" issues we had
discussed, etc.). You may also want to look at the e-mail I sent to you on
September 26, 2000 (re: the East desk deals with ENA).

Is this not the case anymore? I think it is better to have separate
guarantees for all of the reasons mentioned in the September 22, 2000 e-mail,
the September 26, 2000 e-mail and this e-mail.

Please let me know.

Mark Powell

To: Mark Powell/CAL/ECT@ECT
cc:
Subject: Engage Canada- Credit W/S

Hey Mark,

Are you ready for some more fun, I have attached the Credit Worksheet for
Engage Canada. Please read the comments at the bottom of the worksheet
pertaining to the guaranty's.

Call with any questions.

Russell