Enron Mail

From:peter.keohane@enron.com
To:mary.cook@enron.com, tana.jones@enron.com
Subject:Re: Hydro Quebec
Cc:mark.taylor@enron.com
Bcc:mark.taylor@enron.com
Date:Wed, 30 Aug 2000 01:51:00 -0700 (PDT)

Andre Vatour at Desjardins Ducharme Stein Monast, has suggested you try Serge
Gloutnay of his firm who does derivatives work @ 514.878.5547.
---------------------- Forwarded by Peter Keohane/CAL/ECT on 08/30/2000 08:48
AM ---------------------------

Enron Capital & Trade Resources
Canada Corp.

From: Peter Keohane 08/29/2000 05:08 PM


To: Mary Cook/HOU/ECT@ECT
cc: Tana Jones/HOU/ECT@ECT, Mark Taylor/HOU/ECT@ECT
Subject: Re: Hydro Quebec

Hydro Quebec is not only a provincial utility, it is owned by the Government
of Quebec and its business and affairs will be governed by Quebec civil law
(all other jurisdictions in Canada are common law jurisdictions) which is
generally foreign to non-Quebec lawyers. Also, unless you are uniquely
successful at your negotiations, I expect that HQ will insist on the
guarantee being governed by Quebec law. Accordingly, I agree that Quebec
counsel should be involved in looking at the guarantee and isues of
authority, capacity, execution, delivery, enforceability, etc. In fact a
legal opinion may be appropriate.

As to Quebec counsel, I would suggest the following:

1. Andre Vautour @ Desjardins Ducharme Stein Monast in Montreal @
514.878.5595. Andre acted for us us the Papier Mason transaction and I would
recommend him to you.
2. Xeno Martis @ Fasken Martineau DuMoulin in Montreal @ 514.397.7509. Xeno
acted for Bank of Nova Scotia on our financing of the Papier Masson
transaction and I would also recommend him to you.
3. Fred Erickson at Stikeman Elliott in Calgary (who is well known to Mark
T) @ 403.266.9016. Fred is located in Calgary, but he could refer you to
someone in his firm's Montreal or Quebec City office. I personally do not
know anyone in particular at either Stikeman's Montreal or Quebec City
offices.

Let me know if I can be of any assistance or how things turn out.

Regards, Peter.





MARY COOK
08/29/2000 09:10 AM
To: Peter Keohane/CAL/ECT@ECT
cc: Tana Jones/HOU/ECT@ECT
Subject: Hydro Quebec

Tana and I will be working on an ISDA for financial derivs with a US trading
affiliate of Hydro Quebec (which I understand to be a provincial utility)
wherein HQ will be a guarantor. Because this raises a number of issues we
will need Quebec counsel. Please advise of some good choices. Thank you.
Mary