I think New York is a fair compromise, for North American transactions.  
Litigating in London is very expensive so I think that is not a good 
alternative.  Mark



	Mark Powell
	03/27/2001 11:02 AM
		 
		 To: Mark E Haedicke/HOU/ECT@ECT
		 cc: Peter Keohane/CAL/ECT@ECT
		 Subject: Centrica PLC

Hey Mark,

Enron Canada Corp. is currently negotiating an amended and restated master 
agreement with Direct Energy Marketing Limited ("Direct") and we are in the 
process of negotiating the guarantee we will be receiving from Centrica plc 
on behalf of Direct.  

Centrica will be providing a guarantee which covers physical gas and 
electricity transactions as well as financial transactions between Direct and 
a company called Accord Energy Limited with:

1.  Enron Canada Corp.;
2.  Enron North America Corp.;
3.  Enron Capital & Trade Resources Limited; and
4.  Enron Capital & Trade Resources International Corp.

The one key sticking point relates to the governing law is to be England and 
the parties submit to the exclusive jurisdiction of English courts.

I have suggested to the counterparty that we use New York law as a 
compromise.  However, in the event that they will not accept the amendment, 
are you okay with using the law of England and the exclusive jurisdiction of 
English courts?

Please let me know your thoughts when you have the opportunity.  You can 
reach me in Houston at 52520 and in Calgary at 820-6708.

Thanks,

Mark Powell