Tanya, does this merger pose an issue with you?  We have the standard Credit 
Event Upon Merger language in the master.  If there will be no CEUM issue 
then we will review their proposed waiver.
Thanks,
Brent

----- Forwarded by Brent Hendry/NA/Enron on 05/08/2001 01:15 PM -----

	Jason R Williams/ENRON@enronXgate
	05/08/2001 01:09 PM
		 
		 To: Brent Hendry/NA/Enron@Enron, Frank 
Sayre/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Mary Cook/HOU/ECT@ECT, Sara 
Shackleton/HOU/ECT@ECT
		 cc: 
		 Subject: FW: Midcoast Energy to Enbridge ISDA Issues

Sara, Brent, Frank and Mary -

Midcoast Energy is being acquired by Enbridge, Inc. and has posed a question 
related to our Master Swap agreement with Midcoast Marketing, Inc.  The 
question concerns the issue of a merger event and whether this constitutes an 
Event of Default if we don't provide a waiver.  The Midcoast people need to 
have this question answered before submitting a final merger proxy to 
shareholders.

The attached document is a proposed form of waiver that Midcoast crafted for 
their ISDA with Scotia Bank.  Can you please take a look at this format and 
let me know if you have any issues with it?


Thanks,

Jay
 -----Original Message-----
From:  Black, Troy  
Sent: Monday, May 07, 2001 1:00 PM
To: Williams, Jason R.
Subject: Midcoast Energy to Enbridge ISDA Issues
Importance: High


Jason,

Please take a look.

Troy
 -----Original Message-----
From:  Janet Coy <Jcoy@midcoastenergy.com>@ENRON 
[mailto:IMCEANOTES-Janet+20Coy+20+3CJcoy+40midcoastenergy+2Ecom+3E+40ENRON@ENR
ON.com] 
Sent: Monday, May 07, 2001 10:58 AM
To: Black, Troy
Subject: LIMITED WAIVER AND CONSENT

 <<Midcoast_Waiver for ISDA Swap with Scotia Bank (2)_.doc>> I need
something like this drafted by Enron regarding our ISDA.  Let me know how
your legal people feel about it.  thanks, Janet

 - Midcoast_Waiver for ISDA Swap with Scotia Bank (2)_.doc