Assuming you go forward with the concept of reimbursing the banks, I have the 
following comments:

(a)(i) This should be reviewed by Tax. TIAs are highly negotiated.  Use of 
language in 2.13 of the revolvers may work here?

(a)(ii) I will prepare a rider re: capital adequacy rather than reserves.

(a)(iii)  This should be deleted.

I have a number of riders for the following paragraph.  In addition, language 
from 2.13 of the revolvers should be incorporated -- see the exclusions. I 
will prepare a rider.

(b) should be replaced with 2.10(d) of the revolver.  I will prepare a rider.

2.10(e) of the revolver should be added -- capping tax payments.

(c) The indemn should be replaced with "foregoing".

Could any added tax costs realistically be incurred under the ISDA?  Is there 
any market thought about reserves and derivatives?



From: Brian Kerrigan on 09/20/2000 10:01 AM
To: Sara Shackleton/HOU/ECT@ECT, Gareth Bahlmann/HOU/ECT@ECT, Mary 
Cook/HOU/ECT@ECT
cc:  
Subject: Enron - RBC Gas Swap


Attached is the language I received regarding increased costs.  I would like 
to determine this morning if this language is acceptable to Enron.



---------------------- Forwarded by Brian Kerrigan/HOU/ECT on 09/20/2000 
09:57 AM ---------------------------


"Ruth Schonfeld" <Ruth.Schonfeld@macleoddixon.com> on 09/20/2000 12:54:47 AM
To: <Dpef@blakes.com>, <Wbn@blakes.com>, <soma.gosh@encron.com>, 
<brian.kerrigan@enron.com>, <greg.johnstone@enron.com>, 
<peter.keohane@enron.com>, <Jimmckee@macleoddixon.com>, 
<Blair.fleming@royalbank.com>, <ian.mcarthur@royalbank.com>
cc:  
Subject: Enron - RBC Gas Swap


Attached for your review is a draft clause dealing with increased costs.  The 
writer used a Blakes precedent as a starting point for this draft.

 - MACLEOD-.DOC