Russell: Since late 1998, we have been trying to put in place a Master between ENA and the above counterparty. We currently have a Master dated July 1997 between ECC and Pancanadian Petroleum Limited and Pancanadian wants to pretty much duplicate this Master. Here are the credit terms of the late 1998 drfat that we sent them which I need for you to tell me are still okay: No Credit Support Providers Cross Default - $50,000,000 for ENA and $25,000,000 for them Additional Event of Default - occurrence of a MAC and the failure to provide Perfprmance Assurance in accordnace with annex A. MAC is defined as Enron's rating going below BBB- and their Net Worth falling below $133,000,000 opr their Funded Debt to Net Worth being more than 1 to 1 They want to defined the "control" concept in Affiliate as ownership of more than 50% of equity. This term is used in the Setoff language and limits the possible entities that could be Affiliates on our side and their side Forms of collateral are cash and LC's Collateral Thresholds are $10,000,000 for us and $3,500,000 for them Let me know what you think. Carol
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Pancanadian Energy Services