RE: Maclaren ISDA ,
 Hi Carol,

I spoke to Ginette Berthel at Maclaren Energy, regarding your e-mail.

Regarding point #2 below, Maclaren would like its cross default threshold
amount to be US $50 million.  They are fine with the Enron threshold being
at US $100 million.

Regarding the CSA, since Great Lakes Power is giving a $12 million parental
guarantee, the collateral threshold amount for Maclaren should be $12
million.  Your e-mail below states that Enron' parent will be giving a $30
million parental guarantee.  My understanding is that this guarantee was to
be $15 million.  Regardless, I believe that Maclaren is only willing to
accept $15 million of credit risk from both Enron entities.  Therefore, the
threshold amount should be $15 million.

Please e-mail or call me to discuss.

Regards,
Michael Akkawi
416-865-8122

-----Original Message-----
From: Carol.St.Clair@enron.com [mailto:Carol.St.Clair@enron.com]
Sent: Tuesday, May 01, 2001 1:55 PM
To: makkawi@torys.com
Cc: Stephanie.Panus@enron.com; Edward.Sacks@enron.com
Subject: Maclaren ISDA


Michael:
I spoke with Ed Sacks, our credit person, and here is a summary of where we
stand on responding to your mark-up:

1.   Rider 1 is okay.
2.   No change will be made to the Threshold Amount.
3.   Early Termination Payments will be calculated using the Loss Method as
this is Enron's current policy.
4.   Riders 2, 3 and 4 and your changes to pages 2 and 9 of the ISDA
Schedule are okay.
No chnages to the CSA Schedule will be made.

With respect to the Guarantys, we have received the Great Lakes $12 million
Guaranty and Enron's Guaranty will be amended to increase the cap to $30
million and we will add your language.

Please confirm that all of this is okay with Maclaren.

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com
carol.st.clair@enron.com, ginebert@energiemaclaren.com, 