FYI
----- Forwarded by Sara Shackleton/HOU/ECT on 07/24/2000 09:12 AM -----

	Susan Bailey
	07/19/2000 05:28 PM
		 
		 To: Sara Shackleton/HOU/ECT@ECT
		 cc: 
		 Subject: Pan Canadian Energy Services ("PCES")


Sara,


As way of background, Carol has been working on an ISDA with PCES.  I had 
advised our PCES contact that I was unable to attend to this before my 
departure.  As you know,  PCES is a "Top Ten", therefore, you may want to 
pass this message onto to someone to handle.

FYI:  Our PCES contact is out of the office until August 2nd, but you may 
want to tackle anyway.

The PCES file can be found in the file drawers for "green files".  

Thanks.


Susan S. Bailey
Enron North America Corp.
1400 Smith Street, Suite 3806A
Houston, Texas 77002
Phone: (713) 853-4737
Fax: (713) 646-3490
E:mail:  Susan.Bailey@enron.com
----- Forwarded by Susan Bailey/HOU/ECT on 07/19/2000 05:20 PM -----

	"Rick Tucker" <RTUCKER@PCENERGY.COM>
	07/13/2000 03:40 PM
		 
		 To: susan.bailey@enron.com
		 cc: Harry Wijsman <Harry_Wijsman@pancanadian.ca>
		 Subject: Enron ISDA


Susan, 

We are definitely getting closer to bringing this ISDA agreement to a close. 
I reviewed with the Calgary office the latest draft you e-mailed; listed 
below are the remaining questions: Part 1 of the Schedule; subitem (k) with 
reference to romanette (ix) - the term "Performance Assurance" should be 
changed to "Eligible Credit Assurance" (same as in subitem (f) of Part 1). 

Part 4 of the Schedule; subitem (h) Governing Law - question was asked about 
Texas being the choice of law as opposed to New York. Our understanding is 
that the ISDA was structured under the guidance of New York law and request 
that Governing Law be changed to New York. 

Paragraph 13(c)(iv), Notification Time - request that the time be changed to 
1:00 p.m. 

Paragraph 13 - the remaining issues (listed below) will be discussed by Mr. 
Harry Wijsman in Calgary's Credit Department with Mr. Bill Bradford. These 
same issues were discussed during the ISDA negotiations with PanCanadian 
Petroleum and Enron's Canada office. The items are: 

Paragraph 13(b)(iv)(C) - Minimum Transfer Amount
Paragraph 13(g)(ii)(2) - Use of Posted Collateral
Paragraph 13(m)(i) - Material Adverse Change
Irrevocable Transfer Letter of Credit: transferability and automatic 
extension language.

Your assistance over this time period of negotiating has been appreciated 
very much. FYI: I will be leaving for vacation on Thursday, July 20 and back 
in the office on Wednesday, August 2. If you have any questions, please 
contact me at 713-331-5049. 

Best regards, 
Rick