---------------------- Forwarded by Carol St Clair/HOU/ECT on 04/14/2000 
09:28 AM ---------------------------


Carol St Clair
04/14/2000 09:27 AM
To: karen_ector@transcanada.com
cc: Susan Bailey/HOU/ECT@ECT 
Subject: Response to Comments

Karen:
Here is our response to your e-mail comments:

1. We can put back VI(c)(i) but the reason that we deleted it was because the 
provisions in VI(c)(ii) and VI(E) really deal with how an LC can be drawn 
upon and the language in VI(c)(i) seemed unnecessary and perhaps inconsistent 
with those sections.  If we put it back in, it should be made subject to 
those other sections.

2. With respect to your points regarding the amount that can be drawn, I am 
unclear as to what your position is.  In one place you want to limit it to 
amounts owed and in another you want to limit it to Exposure Amount.  What is 
your position.  We thought that the formula that we set forth in Section 4(b) 
of the amendment was what everyone had agreed to.

3. The reason for the change in E.4.(c) is because the Event of Default 
situation has already been addressed in VI(c)(ii).

4. I need to check with our credit people regarding the transferability 
issue.  I will note that the current form that is attached to the Master 
permits transfers.  Why is this an issue with you?

I look forward to hearing from you.  My number is 713-853-3989.

Carol