FW: Midcoast Energy to Enbridge ISDA Issues

Sara, Brent, Frank and Mary -

Midcoast Energy is being acquired by Enbridge, Inc. and has posed a question
related to our Master Swap agreement with Midcoast Marketing, Inc. The
question concerns the issue of a merger event and whether this constitutes an
Event of Default if we don't provide a waiver. The Midcoast people need to
have this question answered before submitting a final merger proxy to
shareholders.

The attached document is a proposed form of waiver that Midcoast crafted for
their ISDA with Scotia Bank. Can you please take a look at this format and
let me know if you have any issues with it?

Thanks,

Jay
-----Original Message-----
From: Black, Troy
Sent: Monday, May 07, 2001 1:00 PM
To: Williams, Jason R.
Subject: Midcoast Energy to Enbridge ISDA Issues
Importance: High

Jason,

Please take a look.

Troy
-----Original Message-----
From: Janet Coy <Jcoy@midcoastenergy.com<@ENRON
[mailto:IMCEANOTES-Janet+20Coy+20+3CJcoy+40midcoastenergy+2Ecom+3E+40ENRON@ENR
ON.com]
Sent: Monday, May 07, 2001 10:58 AM
To: Black, Troy
Subject: LIMITED WAIVER AND CONSENT

<<Midcoast_Waiver for ISDA Swap with Scotia Bank (2)_.doc<< I need
something like this drafted by Enron regarding our ISDA. Let me know how
your legal people feel about it. thanks, Janet

- Midcoast_Waiver for ISDA Swap with Scotia Bank (2)_.doc