As you are aware, we are finalizing the participation of Bank of 
Tokyo-Mitsubishi (BTM) into the Alberta Gas Prepay financing.? 

Recall there are three swaps:

(a) Commodity Swap between Enron Canada and RBC(b) Commodity Swap between 
Chase and RBC(c) Interest Rate Swap between Enron Canada and RBC

We will be participating BTM into the agreements to which Enron is party [(a) 
and (c) above].? As a result of this, Enron will not be re-signing any new 
ISDA's etc.?? However, Section 7 to the ISDA Master agreement governing 
Transfers requires the prior written consent for any transfer of "any 
interest or obligation" under the Agreement.? Our view is that the 
participation to BTM does qualify as a tranfer of an any "interest or 
obligation", ergo we need Enron's consent.? Attached please find a proposed 
Consent from Enron prepared by my lawyer.? This is the only document that we 
require signed by Enron.? Please take note of the key language contained 
therein:

??????? "Enron hereby consents to RBC assigning a 50% participation interest 
in the Swap Documents to Bank of Tokyo-???? ?????? Mitsubishi, Ltd., New York 
Branch; provided that (a) RBC's rights and obligations under the Swap 
Documents shall remain ??????? unchanged, (b) RBC shall remain solely 
responsible to Enron for the performance of such obligations and (c) Enron 
shall ??????? continue to deal solely and directly with RBC in connection 
with RBC's rights and obligations under the Swap Documents."

The commodity swap between Chase and RBC will be "split" and each of RBC and 
BTM will have a Swap with Chase for one-half the amount.

Sara(s), please advise whether you are comfortable with our approach and 
whether you require any changes to the Consent.? BTM has reviewed the 
Participation agreement and is moving forward to getting the doc's approved 
internally...we're targeting for a close mid next week (the week of Dec 11) 
and accordingly your execution of the Consent within that timeframe would be 
much appreciated.? Given that you continue to deal in all ways with RBC, I 
have not forwarded you a copy of the Participation agreement....

Thanks and have a good weekend!

-----Original Message-----From:?? Rick Borden 
[SMTP:Rick.Borden@macleoddixon.com]Sent:?? Thursday, December 07, 2000 5:47 
PMTo:???? blair.fleming@rbcds.comSubject:??????? Enron Canada Corp. [Comment]
??

Please see the attached Consent. 

Richard P. BordenMacleod Dixon LLP3700 Canterra Tower400 - 3rd Avenue 
S.W.Calgary, Alberta? T2P 4H2Tel:? (403) 267-8362Fax:? (403) 264-5973E-mail:? 
rick.borden@macleoddixon.com

<<MACLEOD-.doc>> 

 - MACLEOD-.doc