---------------------- Forwarded by Stephanie Miller/Corp/Enron on 12/22/2000 
03:14 PM ---------------------------
From: Eric LeDain@ECT on 12/22/2000 02:03 PM MST
To: Stephanie Miller/Corp/Enron@ENRON
cc: Peter Keohane/CAL/ECT@ECT 

Subject: Calpine Early Assignment provision

Here's a first cut at the incremental language for this section.  We willl 
want to see the next draft, and may have other comments:
"Enron Canada shall in its sole and unfettered discretion be able to make 
assignment during the one year period, without offering the capacity to 
Calpine, in order to manage the following risks of Enron Canada associated 
with this capacity.:
- operational
- credit
- contractual compliance
- regulatory compliance
- tax"

Even with the above, this whole ROFR places a significant restriction on our 
commercial flexibility wrt this transport, and will obviously limit our deal 
opportunities.  This is a problem.