Re: please review wording

Here is the term sheet that is going to be forwarded to Lavorato re the 500
MW. He wants to send it to Harris et al. I will send you a draft of the
letter that should accompany it. We may want to amend Lay's letter to
acknowledge that a further letter from John Lavorato will be forthcoming
under separate cover.
----- Forwarded by Aleck Dadson/TOR/ECT on 07/05/2001 12:38 PM -----

Chris Gaffney
07/05/2001 12:10 PM

To: Garrett Tripp/TOR/ECT@ECT, Paul Devries/TOR/ECT@ECT, Aleck
Dadson/TOR/ECT@ECT
cc:
Subject: Re: please review wording

Attached is a Proposal that contains Garrett's commercial terms. Please let
me know if you have any comments.

Christopher J. Gaffney
Senior Counsel
Enron Canada Corp.

phone: (416) 865-3711
fax: (416) 865-3766
email: chris.gaffney@enron.com

Garrett Tripp
07/05/2001 11:01 AM

To: Chris Gaffney/TOR/ECT@ECT
cc:
Subject: please review wording

Term Sheet for Premier

Indicative Prices

Product: 500MW Ontario IMO Peak Power Swap
Term: November 1st 2001 to February 28th 2002
Indicative Swap Price: CAD$ 59.00/MWh

This is a wholesale firm On-Peak power swap (physical or financial). On-Peak
deliver hours are Monday through Friday, excluding holidays, hours ending 8
to 23.

Product: 500MW Ontario IMO Peak Power Swaption
Swaption Expiration: October 1st 2001
Indicative Swaption Price: CAD$ 3.80/MWh
Swap Term: November 1st 2001 to February 28th 2002
Swap Price: CAD$ 59.00/MWh

A swaption is an option to enter into a fixed price swap at a future date.
The decision must be made by the swaption expiration date. If exercised, the
purchaser would then hold a wholesale firm On-Peak power swap (physical or
financial) at the predetermined swap price. On-Peak deliver hours are Monday
through Friday, excluding holidays, hours ending 8 to 23.

Product: 500MW Ontario IMO Peak Power Monthly Call Option
Indicative Call Option Price: CAD$ 4.75/MWh
Option Term: November 1st 2001 to February 28th 2002
Monthly Strike (Swap) Price: CAD$ 59.00/MWh
Exercise Date: Second Penultimate NERC business day prior to the month in
which the monthly term commences.

The owner of the call option would have the right, but the obligation, to
enter into monthly On-Peak power swaps at the predetermined price (strike
price) by exercising his call option prior to the monthly exercise date. If
exercised, the purchaser would then hold a wholesale firm On-Peak power swap
(physical or financial) at the predetermined swap price for the applicable
month (November, December, January, or February). On-Peak deliver hours are
Monday through Friday, excluding holidays, hours ending 8 to 23.