Hey, Queshare, how goes it?  My assistant should have some plane reservations 
for me by the end of the day to discuss with you!



	Peter Keohane
	02/07/2001 02:45 PM
		 
		 To: Edward Sacks/Corp/Enron@Enron
		 cc: Mary Cook/HOU/ECT@ECT, Tana Jones/HOU/ECT@ECT, Samantha 
Boyd/NA/Enron@Enron, Susan Bailey/HOU/ECT@ECT, Andre Templeman/CAL/ECT@ECT, 
Tracy Ngo/PDX/ECT@ECT, William S Bradford/HOU/ECT@ECT, Wendy 
Conwell/NA/Enron@ENRON, Paul Radous/Corp/Enron@ENRON, Russell 
Diamond/HOU/ECT@ECT
		 Subject: Re: Nexen Energy - Credit Worksheet

Our outside counsel has confirmed that the Partnership is a General 
Partnership under Alberta law under the name Nexen Marketing (f/k/a CXY 
Energy Marketing), and the GPs are Nexen Inc., Wascana Energy Inc. and Nexen 
Holdings Canada Ltd.  The GPs would each be jointly and severally liable for 
the Partnership as I outlined previously.

I will fax Ed and Mary a copy of the Partnership search when I receive it..

My assistant will forward the message I received from outside counsel.

Peter.
---------------------- Forwarded by Peter Keohane/CAL/ECT on 02/07/2001 01:36 
PM ---------------------------
   
	Enron Capital & Trade Resources 
	Canada Corp. 
	
	From:  Peter Keohane                           02/07/2001 11:23 AM
	

To: Edward Sacks/Corp/Enron@Enron
cc: Mary Cook/HOU/ECT@ECT, Tana Jones/HOU/ECT@ECT, Samantha 
Boyd/NA/Enron@Enron, Susan Bailey/HOU/ECT@ECT, Andre Templeman/CAL/ECT@ECT, 
Tracy Ngo/PDX/ECT@ECT, William S Bradford/HOU/ECT@ECT, Wendy 
Conwell/NA/Enron@ENRON, Paul Radous/Corp/Enron@ENRON, Russell 
Diamond/HOU/ECT@ECT 
Subject: Re: Nexen Energy - Credit Worksheet

Our outside counsel tells me that there is no record at Corporate Registry of 
Nexen Energy Limited Parnership.  I think you need to confirm the entity and 
the org. chart.

Also, the ISDAs are kept in Houston, as legal Houston is responsible to 
prepare.  Nonetheless, we generally keep copies, but do not seem to have an a 
copy of an ISDA with CXY Energy Marketing, CanadianOcccidental or Nexen 
Energy in the Calgary office, so I cannot confirm if it makes any reference 
chnage of control MACs, etc.

Peter.
---------------------- Forwarded by Peter Keohane/CAL/ECT on 02/07/2001 11:16 
AM ---------------------------
   
	Enron Capital & Trade Resources 
	Canada Corp. 
	
	From:  Peter Keohane                           02/07/2001 09:43 AM
	

To: Edward Sacks/Corp/Enron@ENRON
cc: Mary Cook/HOU/ECT@ECT, Tana Jones/HOU/ECT@ECT, Samantha 
Boyd/NA/Enron@Enron, Susan Bailey/HOU/ECT@ECT, Andre Templeman/CAL/ECT@ECT, 
Tracy Ngo/PDX/ECT@ECT, William S Bradford/HOU/ECT@ECT, Wendy 
Conwell/NA/Enron@ENRON, Paul Radous/Corp/Enron@ENRON, Russell 
Diamond/HOU/ECT@ECT 
Subject: Re: Nexen Energy - Credit Worksheet  

Just a few points, which I explained to Ed yesterday:

1.  If Nexen Energy is a Limited Partnership formed under Alberta law, and 
Nexen Inc. is the General Partner, Nexen Inc. is jointly and severally liable 
for all obligations of the Partnership until it ceases to be the GP.

2.  Upon Nexen Inc. ceasing to be the GP, it will remain jointly and 
severally liable for all unfulfilled obligations of the Partnership incurred 
to us up to the time it ceases as GP unless we otherwise agree.

3.  The result is therefore equivalent in substance (if not in detail) to a 
Guarantee from Nexen Inc.  The only difference is that if a Guarantee is 
terminated, we have written notice of termination to act upon, whereas Credit 
may have to monitor the structure of the Partnership to ensure that Nexen 
Inc. remains as GP.

4.  This is structure which we have been willing to transact on in the past 
in numerous other cases, subject to the following:

(a)  a specific MAC event for Nexen Inc. ceasing to be the GP; and
(b)  a specific continuing rep. of the Partnership (breach of which would 
result in and E of D) that it is a Limited Partnership formed under the laws 
of Alberta, and that its GP is Nexen Inc.

5.  If Ed wanted more comfort, I suggested that we could add Nexen Inc. as a 
party to acknowledge that the Partnership is a Limited Partnership formed 
under the laws of Alberta and that it is the GP, and to covenant that it will 
provide written notice in the event that it ceases to be the GP.

6.  In terms of what is the actual structure, although I believe credit 
typically resolves these issues, the contractual matters referred to above 
should go along way to address Ed's concerns.  I also suggested to Ed that he 
do a preliminary search of the Nexen Inc. web page to get an org. chart and 
information, and then to follow-up with Nexen Inc. to get a copy of the Proof 
of Filing of the Certificate of Limited Partnership issued by Alberta 
Corporate Registry for Nexen Energy, which should indicate Nexen Inc. as the 
GP.  In any event I have asked outside counsel to obtain a copy of the the 
Proof of Filing, which I will circulate upon receipt.. 

I trust the foregoing is helpful.

 



Edward Sacks@ENRON
02/06/2001 07:18 PM
To: Mary Cook/HOU/ECT@ECT, Tana Jones/HOU/ECT@ECT, Peter Keohane/CAL/ECT@ECT, 
Samantha Boyd/NA/Enron@Enron, Susan Bailey/HOU/ECT@ECT
cc: Andre Templeman/CAL/ECT@ECT, Tracy Ngo/PDX/ECT@ECT, William S 
Bradford/HOU/ECT@ECT, Wendy Conwell/NA/Enron@ENRON, Paul 
Radous/Corp/Enron@ENRON, Russell Diamond/HOU/ECT@ECT 
Subject: Nexen Energy - Credit Worksheet

As per the attached credit worksheet, please amend the ISDA dated 11/17/98 
between ENA and Nexen Energy (formerly CXY Energy Marketing).  This will need 
to be placed on a priority list as Andre is intending on transacting in a 
short time frame.  In addition, I believe that it would be prudent to get 
some form of confirmation regarding the corporate structure (general 
partnership).  We have historically been operating under the assumption that 
Nexen Inc. is general partner and I have underwritten the credit based on the 
financial health of Nexen Inc.  Unlike a formal guaranty agreement whereby we 
would receive notice if the guaranty were to be revoked, this structure is 
difficult to monitor as there is no obligation to notify Enron of ownership 
changes and new transactions may be entered into without the support of Nexen 
Inc to the extent a change in the structure has occurred.  Please reply with 
comments or questions.

Ed Sacks