Enron Canada – Alberta PPA SPV Funding via BF Equity Capital

1. Enron Canada – Alberta PPASPV Funding via BF Equity Capital BF Equity Capital (Limited Partnership) RBC DS Funding C$300mm Purchase of Note or GPA Participation C$300mm & Floating Int C$300mm Floating Enron Interest Rate Swap Enron Canada Financing SPV C$ Floating Gas Eqv $300mm +/- $45mm Fix C$ Floating Gas Eqv $300mm +/- $45mm C$300mm & Int Enron Corp RBC DS C$ Floating Gas Eqv $300mm +/- $45mm C$300mm & Int Enron Canada

2. Enron Canada – Alberta PPASPV Funding via BF Equity Capital • BF Equity Capital is an LLP, 99.9% LP non-consolidating interest held by RBC, 0.1% GP interest held by International Financial Services, a financial boutique by individuals unaffiliated to RBCDS • Permitted under OSFI to hold 100% Units in a Trust (Funding SPV), plus provide Trust with debt finance to fund operations • Under OSFI approved investment criteria Funding SPV must invest in ‘Assets’ • Purchase of Assets can be expressed in this instance as a financial agreement to purchase a volume of gas (for C$300mm) from Enron Canada without taking physical delivery, and an agreement to sell the gas back to Enron Canada at the then prevailing C$ Floating Gas Index (I.e. spot) in 12 months time • The GPA can be documented under ISDA, however, BF Equity would prefer to distance any inference of an ISDA agreement being construed as a financing. Therefore, if an alternate form of documentation can be acceptable to Enron Canada this would be beneficial. This is not a deal breaker.