RE: ISDA Master Agreement

Mr. Ross,
I am checking with Nidia Mendoza and we will respond to you shortly.

Stephanie Panus
Senior Legal Specialist
Enron Wholesale Services
1400 Smith Street, EB3803C
Houston, Texas 77002
ph: 713.345.3249
fax: 713.646.3490
email: stephanie.panus@enron.com

-----Original Message-----
From: Gary Ross <GRoss@Quadraenergy.com<@ENRON
Sent: Monday, October 15, 2001 3:59 PM
To: Panus, Stephanie
Cc: Patrick J. Loftus; Scott Simpson
Subject: RE: ISDA Master Agreement

Ms. Panus,

A number of months ago you had sent me a draft Master Agreement and Credit
Support Annex. I had then spoke with Nidia Mendoza, in the Enron Credit
department, regarding the changes we would like to see in the agreement.
However, I am having problems getting her to respond to my phone messages or
e-mails.

I am hoping I could detail the changes we have and you could then let me
know if they are acceptable.

They are as follows:

Ms. Mendoza faxed me an alternate Letter of Credit format, which our Bank
finds more acceptable than SCHEDULE 1 to EXHIBIT A to paragraph 13 of Annex
A.

We would like to have this format replace the current SCHEDULE 1 or have it
added as SCHEDULE 2. This will guard against the format being disallowed at
a latter date.

Also, we would like to have the dollar amounts in point (b) (iv) (D) of
PARAGRAPH 13 to the ISDA CREDIT SUPPORT ANNEX reduced from $250,000 to
$10,000. A $250,000 threshold is a very large number especially when you
consider that we would not be paid any interest, while Enron held any excess
funds. Also, the $10,000 amount is typical of the amount we use with other
trading houses of Enron's size.

Please let me know your thoughts on the above items. If you have any
questions please contact me, at (403) 215-7451.

Thank you

Gary Ross

-----Original Message-----
From: Panus, Stephanie [mailto:Stephanie.Panus@ENRON.com]
Sent: Wednesday, July 25, 2001 3:54 PM
To: gross@quadraenergy.com
Cc: Reves, Brant
Subject: ISDA Master Agreement

Mr. Ross,

Attached for your review is a draft of the ISDA Master Agreement between
Enron North America Corp. and Quadra Energy Trading Ltd. Please note
that the actual Master Agreement and Credit Support Annex are preprinted
forms from ISDA and cannot be sent electronically. Therefore, I am also
sending you the entire package via overnight delivery.

If you have any questions, please call me at the below number or Brent
Hendry, Senior Counsel, at 713-853-7124. We look forward to hearing
your comments.

<<163ctr(quadra).doc<<

Stephanie Panus
Enron North America Corp.
1400 Smith Street, EB3803C
Houston, Texas 77002
ph: 713.345.3249
fax: 713.646.3490
email: stephanie.panus@enron.com