Re: Alberta PPA Prepay Transaction

Greg,

Here are the revised docs containing revisions requested by RBC's counsel and
additional comments made internally (discussed with RBC's counsel). Also,
there was some discussion regarding an Acknowledgement Agreement and it being
included in the definition of Guaranteed Obligations in the guarantees. Has
that document been finalized,and if so, will it be distributed.

Clement

Guarantees:

,

Opinions:

,

Greg Johnston@ECT
09/22/2000 11:47 AM

To: Clement Abrams/Corp/Enron@ENRON, Sara Shackleton/HOU/ECT@ECT, Tana
Jones/HOU/ECT@ECT
cc: Cris Sherman/HOU/ECT@ECT, Brian Kerrigan/HOU/ECT@ECT
Subject: Alberta PPA Prepay Transaction

Clement, Sara and Tana, could each of you please e-mail to Cris Sherman as
soon as possible the most recent versions of the documents each of you were
preparing for the prepay transaction with RBC. I think that amendments were
made yesterday to the documents to account for the bank's comments but those
updated drafts were not distributed once we realized the deal wasn't going to
happen for today. If you could also please copy Brian and myself with that
e-mail so each of us have the most recent versions for when we revisit the
structure next week.

Thanks

Greg