QUESTION: Your review and approval of the following product type in the EOL Data mana= ger is needed (for directions on approval, please see steps for approval at= the bottom of this e-mail). Please do not approve before 11 A.M. CAN Gas Phy Fwd Firm East Spd < or =3D 1Mo=09(2193) Can Gas Phy Spd Dawn vs Niagara Nov01 USD/MM A Canadian Gas Spread Transaction which is entered into as two physical Tra= nsactions with Enron North America Corp. under which either (A) for the cas= e in which Counterparty submits an offer to buy the Spread from Enron, Coun= terparty shall sell the First Transaction and buy the Second Transaction wh= ile Enron shall buy the First Transaction and sell the Second Transaction, = each in respect to a quantity of natural gas equal to the Daily Contract Qu= antity at the Contract Price on a firm basis; or (B) for the case in which = Counterparty submits an offer to sell the Spread to Enron, Counterparty sha= ll buy the First Transaction and sell the Second Transaction while Enron sh= all sell the First Transaction and buy the Second Transaction, each in resp= ect to a quantity of natural gas equal to the Daily Contract Quantity at th= e Contract Price on a firm basis. The Contract Price for the First Transact= ion will be the midpoint of the bid and offer price(s) on the Website for t= he first product listed in the short description at the time of the Transac= tion if both the bid and offer prices are then available or the available p= rice if only one of such prices is then available. The Contract Price for = the Second Transaction will be the Contract Price for the First Transaction= , modified by the price submitted by the Counterparty on the Website. The transaction is from the Effective Date to the Termination Date. The Eff= ective Date is 01 Nov 2001. The Termination Date is 30 Nov 2001. The First Transaction is for delivery at Union Gas - Dawn, Ontario. The Se= cond Transaction is for delivery to Transcanada Pipelines at Niagara. The price is quoted in US Dollars per unit of volume, which will be the Con= tractual Currency. The unit of measure against which the price is quoted shall be millions of = British thermal units and the quantity shown shall be in millions of BTUs p= er day. =20 STEPS FOR APPROVAL: click the =09START button=20 select =09PROGRAMS select =09TEST APPLICATIONS select=09ENRONONLINE CLUSTER(PROD) =09PROCEED WITH USUAL LOGIN/PASSWORD=20 click the=09Enron Online Production Cluster "START" button =20 select=09EnronOnLine (this is the EOL Datamanager) =09PROCEED WITH EOL LOGIN/PASSWORD click on the "+" for EnronOnLine click on the "+" for Product Types click on the "+" for "Awaiting Approval" (OR "Partially Approved") select the product requiring review as stated in e-mail above Right "mouse" click on "properties" to view product set-up=20 TO APPROVE: Right mouse click on "Approved" CW 3-7533
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ANS: Product Type approval - (CAN Gas Phy Fwd Firm East Spd < or = 1Mo)

QUESTION: Adam, To follow-up on our discussion from last week: With regards to the need for equity/certificates at the Trust level, this is really a function of the requirements posed by the investors. Our tax group would defer to the underwriters. If the note investors can tolerate equity treatment (for tax purposes), then there should be no need for certificates in the structure. In previous transactions, the presence of certificates has allowed the notes to be treated as debt for tax purposes and therefore the payments treated as interest income. With regards to cross-default, a default in the Enron note does not result in a default of the swap between Enron and the third party entity or a default of the swap between Enron and the financial institution. Attached is a diagram of the prepay structure, as discussed last week. Feel free to call with any questions. Regards,
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ANS: Yen CLN follow-up

QUESTION: Keith: I am okay with the arbitration and non-exclusive jurisdiction language as currently written as I understand that these concepts were previously agreed to between you and Mary. Here is my understanding of the remaining open issues: 1. Whther termination is automatic or elective on bankruptcy. You are considering our request to make it elective. 2. Loss vs. Market Quotation. We are considering whther we can accept your proposed language. 3. Time period for posting collateral. You are considering how long you need. 4. Cash collateral. I am checking with our office in Canada about this. 5. MAC clause - you are considering whther this should be an Additional Termination Event with the ability to cure by posting collateral or an event that reduces the collateral threshold to zero. 6. Default rate definition - Ed is considering what we can accept in lieu of the ISDA definition. 7. No Fault Termination - we are considering whether we can accept this. 8. Credit thresholds and Rounding amounts - you and Ed to discuss. 9. Acceptable LC Issuers - Ed to consider whther limiting it to US and Schedule 1Canadian banks with a certain credit rating is sufficient with language that the parties can agree to add foreign banks. Let me know if I misstated and of the above issues. Thanks.
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ANS:
ISDA Matters