Spreadsheet: mark_taylor__25052__CanHunter ISDA cw 071801
Sheet: CHEL

ISDA AGREEMENT
 |  | ATTORNEY: | [NAME]
DATE: |  | DEAL MAKER: | Derek Davies (416) 865-6793
COUNTERPARTY: | Canadian Hunter Resources, | CONTACT: | [NAME]
ADDRESS: | by its managing partner, Canadian Hunter | TITLE:
 | Exploration Ltd. | PHONE:
 |  | FAX:
Incorporation State | Limited Partnership | CBRS | Unpublished/Confidential
STRUCTURE | COUNTERPARTY | ECC
GUARANTOR (RATING) |  | Enron Corp. (BBB+/Baa1)
LIMIT $ MILLIONS |  | 20
Incorporation State
ELEGIBLE SWAP PARTICIPANT
Counterparty | X
Guarantor |  | X
COLLATERAL  THRESHOLD MATRIX in $ ACTUALS
 | See Attached Matrix | See Attached Matrix | Comment (1)
Specify Type of Debt:
COLLATERAL TYPE
Letter of Credit | X | X
Cash
Treasuries/Maturity limit
MINIMUM TRANSFER $ | 1 | 1 | USD
COLLATERAL ROUNDING
Delivery Amount | 250000 | 250000 | USD
Return Amount | 250000 | 250000 | USD
HOLDING and USE OF COLLATERAL
Permitted | X | X
Minimum S & P/Moody's
rating permitted
MATERIAL ADVERSE CHANGE TRIGGERS - if Matrix not applicable
APPLY TO:
-Counterparty | X
-Guarantor |  | X
Debt Ratings Change | X | X
-Below = S&P/Moody's | BB+/Ba1 by S&P/Moody's or BBB- by CBRS | BB+/Ba1  by S&P/Moody's | Comment (2)
 | relating to Canadian Hunter Exploration Ltd. | relating to Enron Corp's
 | Unsecured Corporate Credit Rating | Sr. Unsecured L-T Credit Rating
Financial Covenants
-Funded Debt to Worth
-Minimum Net Worth
-EBIT/Interest Expense
-Funded Debt / EBITDA
Non-Specific
-Unilateral
Non-Standard Definitions
-Funded Debt
-Net Worth
Change in management of LP | Canadian Hunter Exploration Ltd. |  | Comment (3)
EVENTS OF DEFAULT
3rd party debt | X | X
-Counterparty ($[NAME]) | $10 CAD
-Guarantor ($[NAME]) |  | $100 USD
Change in ownership
SPECIFIED ENTITY
FINANCIAL STATEMENTS
-Standard | X | X
- Request financials on:
CREDIT DECISION: | APPROVED :  X | DECLINED:
OUTSTANDING SWAP TRANSACTIONS: |  | YES: | NO:
ALL SWAPS TO ROLL UP UNDER NEW MASTER: |  | YES: | NO:
CREDIT PROVISIONS OF MASTER TO GOVERN: |  | YES: | NO:
OTHER COMMENTS:
1) Collateral [NAME] will only be applicable to the counterparty based up the unpublished debt rating of the counterparty by CBRS if
and only if, we can get adequate written assurance in the contract stating that we will be able to receive ratings, rating reports and analysis, and
within a reasonable time frame (ie. 3 days) of our verbal request of the information.  Additionally, it needs to be clearly stated in the document
that the counterparty and/or CBRS must provide to Enron notification of any Ratings change within 3 business day of the rating change action.
2) Rating needs to be clearly defined as published or unpublished but made available to ECC and Enron Corp. in Other Changes Part 1. General
Terms and Conditions section (a) Definitions as Canadian [NAME]'s credit rating is currently unpublished, but available pursuant the terms stated
above and under a confidentiality agreement.
3) It shall be an additional Downgrade Event (Material Adverse Change) is Canadian Hunter Exploration Ltd. Cease to be the managing partner of
Canadian Hunter Resources.
GLOBAL CREDIT:  Please complete the attached form below if the following conditions exist:
A)  No previous guidance limit exists or .....
B)  The proposed contractual limits exceed the existing guidance limits.
CREDIT REVIEW  PREPARED BY: |  | [NAME] x3-0699