John:
FYI.  I've sent them a response which I will send to you.
Carol
---------------------- Forwarded by Carol St Clair/HOU/ECT on 04/14/2000 
09:27 AM ---------------------------


Susan Bailey
04/12/2000 05:44 PM
To: Carol St Clair/HOU/ECT@ECT
cc:  
Subject: ISDA Amendment btw Enron & TransCanada

Carol,

I had hoped all was well with the First Amendment with TransCanada; however, 
they are now requested certain changes.  Therefore, I am forwarding this 
message onto you for your review and comments.

Just let me know what is decided so that execution copies can be generated.  

Thanks
---------------------- Forwarded by Susan Bailey/HOU/ECT on 04/12/2000 05:44 
PM ---------------------------


"Karen Ector" <karen_ector@transcanada.com> on 04/12/2000 05:32:44 PM
To: Susan.Bailey@enron.com
cc:  
Subject: ISDA Amendment btw Enron & TransCanada


Susan:

My apologies in advance for causing you more work!

Although TransCanada previously consented to the format of amendment proposed
by Enron, upon closer review of this document, there are certain changes
requires by TransCanada, prior to execution.

E.4.(a) - TEFP will not agree to this point.  Will Enron consider not 
including
this language in the amendment?

E.4.(b) - please redraft, so that a Letter of Credit (L/C) may be drawn upon 
in
the event of default, only if the L/C holder is owed money.

E.4.(c) - why does Enron want this change?

F. - please redraft so that an L/C may be drawn upon if there is an event of
default, only up to an amount equal to the exposure amount.  Also please 
remove
all references to 'transferable' throughout the L/C.

Thank you for your assistance.  Again, I am sorry to have reneged on our
agreement.

Karen