Latest Credit Worksheets for Project Moosehead

please print both
---------------------- Forwarded by Elizabeth Sager/HOU/ECT on 12/28/99 11:36
AM ---------------------------

Tracy Ngo
12/28/99 11:14 AM
To: Sara Shackleton/HOU/ECT@ECT, Elizabeth Sager/HOU/ECT@ECT, Stuart
Zisman/HOU/ECT@ECT
cc: Mark E Haedicke/HOU/ECT@ECT, Rick Buy/HOU/ECT@ECT, William S
Bradford/HOU/ECT@ECT, Rodney Malcolm/HOU/ECT@ECT
Subject: Latest Credit Worksheets for Project Moosehead

Attached please find the latest credit worksheets for the physical and
financial transactions between EPMI and Merrill Lynch Capital Services, Inc.
The credit worksheet for the physical transaction is in the form of a
specific confirmation that will be confirmed under the existing Master Energy
Purchase and Sale Agreement between EPMI and Merrill Lynch Capital Services.
The credit worksheet for the financial transaction is in the form of a new
ISDA Master Swap Agreement. Per Bill Bradford, please note that Credit
approval for both worksheets are contingent upon legal approval by Mark
Haedicke of the physical and financial setoff/netting assumption.

I have requested and am waiting approval from Jeff McMahon to accept the
counterparty's request to set the third party cross-default amount of
$50,000,000. For the purposes of these credit worksheets, the amount
proposed remains at $100,000,000 for both parties.

Please call should you have any questions, x3-0554.

Regards,
Tracy

(physical confirm - credit worksheet) (new ISDA Master - credit worksheet)