Atlantic Packaging (Atlantic)

Mark/Peter - Enron Canada ("ECC") is contemplating entering into physical
transaction to supply power to Atlantic. It is contempated to be a 3 year
deal for 25-50 MWh and will be back to backed with the British Energy supply
contract. ENA currently has an existing pulp and paper swap with Atlantic
which was done under an ENA/Atlantic ISDA. Enron credit has reviewed
Atlantic and has advised that in order for ECC to do the power deal it will
need to put into place a master netting and collateral agreement. I have
reviewed a form of master netting and collateral agreement that ECC has used
where there is a master physical and an ISDA between the same two parties but
not where there are three parties. Do either of you have such a three party
form? I was thinking we may have this in Houston to the extent we have
entered into this type of arrangement in power deals (i.e. among EPMI, ENA
and the counterparty).

This issues that arise in the current situation are complex given that:
Governing Law - the physical agreement will be governed by Ontario law and
the ISDA is likely governed by New York Law. the master netting agreement
would likely be governed by Ontario law;
Sharing - there will need to be a concept of sharing/obligations between ENA
and ECC (for all situations, both in the money, both out of the money and one
of each);
Currencies - Not overly complex but will need to be addressed as betwee ENA
and ECC as well as with the counterparty.

If either of you have any thoughts on the contemplated agreement please let
me know.

Regards
CJG