The specifics for Bryan Pechersky at Vinson & Elkins, L.L.P. follows.  He 
will need the Master Agreements and the ENE guarantees in order to complete 
his opinion.  I will be sending the guarantees in short order.


> Bryan J. Pechersky
> Vinson & Elkins L.L.P.
> 1325 Avenue of the Americas
> 17th Floor
> New York, NY 10019
> (917) 206-8105
Email: bpechersky@velaw.com 




	Peter Keohane@ECT
	09/18/2000 09:11 PM
		 
		 To: Soma Ghosh/HOU/ECT@ECT, Clement Abrams/Corp/Enron@ENRON, Tana 
Jones/HOU/ECT@ECT, Sara Shackleton/HOU/ECT@ECT, William S 
Bradford/HOU/ECT@ECT, Derek Davies/CAL/ECT@ECT, wen@blakes.com, 
dpef@blakes.com, Brian Kerrigan/HOU/ECT@ECT, Greg Johnston/CAL/ECT@ECT
		 cc: Sharon Crawford/CAL/ECT@ECT
		 Subject: Alberta PPA Financing - URGENT

I hate to sound like a jerk (but its the nature of my job, and perhaps my 
personality, so I will).  Another day has passed and the Bank has yet to see 
paper, and frankly we have yet to see the Bank's paper.  Frankly I am very 
concerned about this getting done on time.  I know this can all be put in 
place, but I think we need to make a concerted and coordinated effort to make 
this our individual priorities between now and Friday.  I will be in a plane 
until mid-afternoon tomorrow, but will be reachable after that by cell @ 
403-819-5528.

In my absence Greg Johnston has kindly agreed to help out.  Greg can be 
reached @ 403-974-6745.

I want to set out below the various tasks and responsibilities as I see them, 
and the outstanding issues as I understand them.  I think a distribution of 
all drafts needs to be circulated by no later than mid-afternoon tomorrow, 
with a view to review of drafts Tuesday, revising drafts Wednesday, 
finalizing drafts and executing Thursday and funding Friday.

A.  SWAP #1 w/ Swapco (Bow River Trust):

*  Credit worksheet - Bill

*  ISDA Master, etc. - Tana/Sara

*  Transaction terms (gas prepay) - Brian/Soma/RBC

*  Confirm (gas prepay) - Sara

*  Blakes opinion re; ECC - Warren

*  Enron Corp. G'ee - Clement

*  J. Derrick opinion re: Enron Corp. - Clement

*  VE opinion re: Enron Corp. - ? (Clement)

*  Macleod Dixon opinion re: Swapco - Warren to follow-up


B.  SWAP #3 w/ RBC

*  Credit worksheet - Bill

*  ISDA Master, etc. - Tana/Sara

*  Transaction terms (gas swap) - Brian/Soma/RBC

*  Confirm (gas swap) - Sara

*  Transaction terms (interest rate swap) - Brian/Soma/RBC

*  Confirm (interest rate swap) - Sara

*  Blakes opinion re; ECC - Warren

*  Enron Corp. G'ee - Clement

*  J. Derrick opinion re: Enron Corp. - Clement

*  VE opinion re: Enron Corp. - ? (Clement)

*  Macleod Dixon opinion re: RBC - Warren to follow-up


C.  OTHER  

*  Fee Letter - Macleod Dixon - Warren to follow-up  

*  Indemnification re: Increased Costs - Macleod Dixon - Warren to follow-up

*  Promissory Note from ECPC to ECC - Greg

*  Resolution re: Promissory Note for ECC - Greg

*  Resolution re: Promissory Note for ECPC - Greg


D.  ISSUES

*  Generic cross-default to any ECC swap in ECC portfolio over specified 
threshold amount - as discussed, I would consider this as unacceptable but 
will defer to commercial.  The scope of the default would be overly broad, 
the Bank is relying on Enron Corp. credit and will have a third party debt 
x-default to Enron Corp. of US$100MM.  If agreed, this needs to be considered 
for both Swap #1 and  #3

*   Cross-default to Enron Corp. Credit Agreement - as discussed, this should 
be unnecessary if Credit Agreement reps/wars/covenants are in the Enron Corp. 
G'ee, but this could be a solution to providing a short for Enron Corp. G'ee

*  Cross-default to Swapco Credit Agreement with BF Equity for illegality - 
as discussed, since ECC is not a party to that transaction and would have no 
standing to take any position to prevent acceleration, since ECC would 
nonetheless be obligated on Swap #1, the Bank's only issue would be timing of 
repayment, the risk is more theoretical than real for the Bank and given that 
the loan is part of the Bank's own off-balance sheet structure, this should 
not be acceptable.  If agreed, this needs to be considered for both Swap #1 
and  #3

*  Syndication - the Bank will be entitled to syndicate up to 50% of the 
amount funded under Swap #1 to Canadian Chartered Banks, but not more than 
20% of the funded amount to Schedule II Canadian Chartered Banks.  Increased 
cost of funding by Schedule II Banks will be accounted for under the interest 
rate swap.  The issue will be to define the parameters of our participation 
in syndication, to whom we have recourse under Swap #3 (and #1) and to 
document the right to syndicate Swap #1 separately from the adjustment to the 
interest rate swap.

Finally, we need some answers on my earlier e-mail, including as to wiring of 
funds and amount required to be funded.

PK