RBC/Enron

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The following are the comments of Macleod Dixon and RBC on the following
documents:

Enron Corp. Guaranty

1. The Guaranty in favour of RBC needs to apply to two confirmations (the
commodity swap and the interest rate swap). The definition of "Contract"
appears to apply to only one Confirmation.

2. There are some minor deficiencies such as an undefined reference to
"Beneficiaries" in the definition of "Subordinated Debt" and the word "and"
should be deleted from the beginning of the definition of "Total Senior Debt".

3. The limitation in Section 2.01 can be reduced to $250,000,000.

4. Please insert a representation in Section 3.01 that Enron Canada is a
Principal Subsidiary.

5. The paragraph in Section 2.02 regarding reservation of set-off rights is
too broad in several respects. Firstly, it should not apply to set-off
claims held by any affiliate of the Guarantor (other than Enron Canada) and
should be limited to set-off claims arising out of the Contract.

6. The address of RBC for the notice clause is the same as in the ISDA
Schedule.

7. Is the last sentence in Section 6.08(d) meant to be a limitation and is
it missing the word "not"?

ISDA Schedule

1. Obviously there will now be only one Schedule and Party B will be RBC.
The trustee non-recourse provisions can also be deleted. We assume that a
single ISDA will cover both Swap 1 and Swap 4.

2. Section 2©(ii) should apply to all Transactions since RBC cannot as an
operational matter accommodate netting between interest and commodity swaps.

3. Although the two Confirmations will be accepted at the closing, we should
discuss the execution mechanism in Section 9(e)(ii) which contemplates that
there is deemed immediate acceptance if RBC fails to accept the Confirmation
after effective delivery.

4. Our understanding is that the transfer provisions would limit the
transferees to North America (since any transferee must be in an RBC approved
jurisdiction).

5. Our understanding is that the bilateral optional termination rights will
continue to apply. We presume that the notice period will be relatively
short (eg. 2 days). Also, there is a reference to the Calculation Agent in
the last sentence of Section 6(f) which should probably contemplate the joint
selection concept referred to above. In addition, why doesn't the joint
selection of Reference Market-makers apply to any termination?

6. Our understanding is that collateral in the form of Letters of Credit
will be required to be posted to cover any "out of the money position" by a
party whose credit rating drops below BBB - .

ISDA Confirmations

1. Obviously the dates and parties to the Commodity Swap Confirmation must
be updated.

2. The Termination Date should be September 28, 2001.

3. The Fixed Amount should be $147,400,000.

4. The delivery date of March, 2002 in the definition of Floating Price
needs to be confirmed by the traders.

5. Assuming a Friday closing date, the calculation periods should be:

(a) September 29, 2000 - December 29, 2000;
(b) December 30, 2000 - March 29, 2001;
© March 30, 2001 - June 29, 2001;
(d) June 30, 2001 - September 28, 2001.

Opinions

1. Please provide revised drafts of the relevant opinions which reflect the
new structure.