-----Original Message-----
From: 	Joslyn, Kate  
Sent:	Wednesday, May 02, 2001 11:45 AM
To:	Williams, Jason
Cc:	Powell, Mark
Subject:	Boardwalk - Credit Terms

Jai

Boardwalk have requested that we modify the CREDIT ANNEX for the financial swap.  They are requesting that the material adverse change in point (i) is changed from 4.0 to 1.0 to 5.0 to 1.0.  The rational for this request is that it would be consistent with their mortage policy.  They obtain finance from the Canadian Mortage Housing Corporation.  Boardwalk are able to borrow up to 85% of the value of the property.

"Material Adverse Change" means (a) with respect to Counterparty, it shall have any of the following occur at any time:  (i) the ratio of its Funded Debt to Net Worth is more than 4.0 to 1.0, or (ii) its Net Worth falls below Cdn. $250 million, or (iii) the ratio of EBITDA to Interest Charges is less than 2.0 to 1.0.; or (b) with respect to ECC, Enron Corp.'s Credit Rating is below "BBB-" by S&P.

Secondly:
They want the ratio of EBITDA to Interest Charges changed to 1.15 to 1.0 and it to be reviewed on an annual basis.  Again to be consistent with how they run their business.  Boardwalk's current ratio is 1.97 to 1.0 so the 2.0 to 1.0 is a problem for them.

Please get back to me ASAP.

Thanks

Kate