i am ignoring this one right and you are sending me new one???
Lisa J. Mellencamp
Enron North America Corp. - Legal
1400 Smith St.
Houston, TX  77002
Tel:  (713) 853-7986
Fax: (713) 646-3393
E-mail:  Lisa.Mellencamp@enron.com

	"Meier, Peter" <peter.meier@neg.pge.com>
	04/19/2001 11:25 AM

		 To: "'lisa.mellencamp@enron.com'" <lisa.mellencamp@enron.com>,
"'gerald.nemec@enron.com'" <gerald.nemec@enron.com>,
"'steve.van.hooser@enron.com'" <steve.van.hooser@enron.com>
		 cc:
		 Subject: AGREEMENT WITH RESPECT TO GAS TRANSPORTATION

 <<Gas Transaction Collateral Agreement(4-18-01)ENA_.doc>>

I made two changes to your version.  Because of cumulative blacklining, they
are not separately identified, but they were to add "or the Designee" in the
parenthetical at the end of Section 4.  More significantly, I reinserted our
cure rights if you are in default of this Agreement.  You had changed it to
arise only in the event of a "Default under the Master Netting Agreement."
We need it in either case.

Regarding UCCs.  We are giving you a clean release under El Paso's release
procedures.  Hence I do not see the need to do a UCC search.  If you would
like, we will give you a representation that we hold the Pipeline Capacity
free and clear of any liens or encumbrances, but then we would expect you to
give us a covenant not to create or permit to create any lien or encumbrance
on the Pipeline Capacity, all of which is implicit in any event.  Also,
since you possess the Pipelien Capacity outright, there is no need for a
security interest grant to you.  To give you a security interest under the
El Paso tariff, we need to use the whole Trust and Assignment Agreement that
we drafted originally.  Moreover, if we must do that to give you a security
interest in something you already possess, then it becomes patently unfair
to deny us a reciprocal security interest in the Pipeline Capacity, which,
after all, we do not hold in our possession.  One of the points of giving
you the present release without the recall right was that you were not
satisfied with the security interest route.  In short, we think it adds no
protection for you and creates significant additional burden for us (and for
you in documentation).

Please call me on my cell phone at 301-502-1715 as you as you are available.

Thanks, Peter

PG&E National Energy Group and any other
company referenced herein that uses the PG&E name or
logo are not the same company as Pacific Gas and
Electric Company, the regulated California utility.  Neither
PG&E National Energy Group nor these other
referenced companies are regulated by the California Public
Utilities Commission.  Customers of Pacific Gas and Electric Company
do not have to buy products from these companies in order
to continue to receive quality regulated services from the utility.

 - Gas Transaction Collateral Agreement(4-18-01)ENA_.doc


[IMAGE]
 Save 10% Speak No Evil, Hear No Evil Monkey Bikes...  One of the Hottest Gifts for Holiday 2001... Just enter the coupon code MQJ36GX6 in the checkout process to receive your discount.  Offer expires November 16, 2001.  Want to win your Fantasy League?  Our Fantasy Football Guides are the SOURCE for strategy, player ratings, scouting reports, team reports, projections and more!  A must have for beginners and Fantasy veterans alike.  Special in season price $9.99. Going Fast - Click Here!   Save $.05 a gallon on the gas that keeps your car's engine clean. Click here  to apply online.   Brought to you by   Sponsorship Bar You are receiving these e-reports because you have signed up for CBS SportsLine.com Fantasy Football.  To customize, reschedule, or turn off these reports please  click here    NFL Reports, Player Updates  [IMAGE]Latest NFL Player News  Tyrone Wheatley , RB OAK - El-Gato Updated 11/16/01 Wheatley (knee) is out for Sunday's game with the Chargers. Charlie Garner will once again be Oakland's feature back. Zack Crockett may be used in goal-line situations.  Frank Wycheck , TE TEN - El-Gato Updated 11/16/01 According to published reports, Wycheck is expected to play half of Sunday's game against Cincinnati. That makes him a risky start from a Fantasy perspective.  Steve McNair , QB TEN - Beegs Boys Updated 11/16/01 McNair's status is still in question for Sunday's game against Cincinnati due to an injured right thumb. He threw the ball during individual drills Friday, and according to published reports, is likely to play despite not being 100 percent. We don't recommend McNair this week as a result.  Emmitt Smith , RB DAL - Hurricanes Updated 11/16/01 Smith will return to the lineup Sunday against Philadelphia after missing two games with a sprained right knee. Cowboys Head Coach Dave Campo said after Friday's practice that Smith would "be ready to play the majority of the game." His return bumps Troy Hambrick to fullback, but we wouldn't recommend you use either back against the stingy Eagles rush defense.  Frank Sanders , WR ARI - Free Agent Updated 11/16/01 Sanders (hamstring) was added to the NFL injury report on Friday and is now listed as questionable for Sunday's game against Detroit.  However, if you're completely desperate for a wideout in a larger league this week, Sanders' matchup against a vulnerable Detroit secondary is worth considering as long as he's able to play.    Chris Weinke, QB CAR - Perrito-style Updated 11/16/01 According to published reports, Weinke will be the starting quarterback for Sunday's game against San Francisco. However, he's not worth starting on your Fantasy team.   Daunte Culpepper , QB MIN - Tacos Updated 11/16/01 Culpepper is one pace for a good Fantasy season despite the lack of consistency in Minnesota's offense this season. He's one of the better quarterbacks in the league from a Fantasy perspective, and should be in your starting lineup on a weekly basis.   Cris Carter , WR MIN - Starboy Updated 11/16/01 Carter's numbers may be down somewhat this season, but he's still too good to ever consider benching. The veteran has a knack for finding the end zone, and should have a good game against rookie CB Will Allen and the Giants' secondary on Monday night.   Randy Moss , WR MIN - Tacos Updated 11/16/01 Moss is listed as probable for Monday's game against the N.Y. Giants due to an ankle injury. He's been underachieving this season, but it's almost impossible to bench him based on his potential to post solid Fantasy num! be! rs.   Ricky Williams , RB NO - R-Diddy Updated 11/16/01 Williams is one of the better Fantasy backs in the league, and is a good player to use on a weekly basis. He'll face an Indianapolis defense that has been underachieving all season long, so Williams is a must-start.     Aaron Brooks , QB NO - R-Diddy Updated 11/16/01 Brooks had a big game against San Francisco last weekend, throwing for 347 yards and two scores. He may be a bit inconsistent this season, but his potential to post huge numbers makes it tough to bench him, especially against a vulnerable Indianapolis defense.    Willie Jackson , WR NO - Oper Error Updated 11/16/01 Jackson put up a huge game against San Francisco last weekend, posting 11 catches and 167 yards receiving. He'll face a questionable Indianapolis squad that is vulnerable to the pass in Week 10, so starting Jackson this week is a solid option.   Stephen Davis , RB WAS - Oper Error U! pd! ated 11/16/01 Davis has stepped up his play after beginning the season slowly. He's averaged 112 yards rushing over his last four games, and is once again emerging as a reliable Fantasy player. Give him the start in Week 10 against a Denver defense that is vulnerable to high scoring games.   Tony Banks , QB WAS - Free Agent Updated 11/16/01 Banks has played well of late, throwing five touchdowns in his last three games. He's got a good matchup this weekend against a Denver team that can be beaten through the air, but he's only worth considering in very deep Fantasy leagues.   Michael Westbrook , WR WAS - El-Gato Updated 11/16/01 Westbrook has been inconsistent this season, but he has caught three touchdown passes in his last four games. He'll face a Denver secondary this weekend that is vulnerable at best, so starting him in deeper leagues is worth considering.   Rod Gardner , WR WAS - Free Agent Updated 11/16/01 Gardner has been held in check in his last two games, catching only three passes for 38 yards. He does have a favorable matchup this weekend against Denver, however, so starting him is a good move.   ! Az! -Zahir Hakim , WR STL - God Updated 11/16/01 Hakim has been inconsistent in recent weeks, so starting him on your Fantasy team is a gamble unless the matchup is right. He'll go up against a tough New England secondary in Week Ten, so avoid using him outside of deeper leagues.   Torry Holt , WR STL - Oper Error Updated 11/16/01 Holt continues to put up consistent yardage totals, but he's only scored only three touchdowns this season. He'll face a tough New England secondary this weekend, but he's still worth starting on your Fantasy team based on his potential to put up solid numbers.   Isaac Bruce , WR STL - El-Gato Updated 11/16/01 Bruce hasn't put up the huge Fantasy totals this season, but he's still one of the better wideouts in the league. He'll face CB Ty Law and the formidable New England secondary, but he's still worth starting based on his potential for big numbers.   Marshall Faulk , RB STL - R-Diddy Updated 11/16/01 Faulk had a huge game against Carolina, proving that he is still the best Fantasy player in the league. He's a must-start every week, and should post solid numbers in Week 10 against New England.   Ernie Conwell , TE STL - Tacos Updated 11/16/01 Conwell has had a few down weeks, so starting him on your Fantasy team is somewhat of a gamble. With the lack of depth at tight end around the league, however, starting Conwell is something many Fantasy owners will have no choice but to do.   Richard Huntley , RB CAR - Kar Bombs Updated 11/16/01 Huntley will be the likely starter this weekend against San Francisco, but don't be surprised if he splits carries with Nick Goings. Avoid starting either back in Week 10 if at all possible.   Donald Hayes , WR CAR - Free Agent Updated 11/16/01 Hayes had only two catches for 11 yards last weekend against St. Louis. He's been unreliable for Fantasy owners this season, so starting him is a real gamble.    Wesley Walls , TE CAR - God Updated 11/16/01 Walls has been held in check over the last three weeks, but he's still one of the better tight ends in the league. He's had some success against San Francisco in the past, so starting him is advisable.   Muhsin Muhammad , WR CAR - G money Updated 11/16/01 Muhammad finally had a somewhat productive game, catching six passes for 75 yards against St. Louis. He's had some success in the past against this week's opponent, San Francisco, so starting him is a decent move.   Brett Favre , QB GB - Kar Bombs Updated 11/16/01 Favre has been one of the best Fantasy quarterbacks in the league this season. He'll face an Atlanta team on Sunday with a very vulnerable secondary, so be sure to start Favre this week.   Bubba Franks  , TE GB - BCWD's Updated 11/16/01 Franks may not put up huge yardage numbers, but his seven touchdowns in eight games makes him a valuable Fantasy player. Unless you have a better option on your roster, Franks is the type of tight end that should start on a weekly basis.    Bill Schroeder , WR GB - Starboy Updated 11/16/01 Schroeder (ankle) is not listed on the NFL injury report, and is expected to start on Sunday against Atlanta. He's a solid play this week against Atlanta, whose secondary is vulnerable to strong passing teams like Green Bay.   Reuben Droughns , RB DET - Free Agent Updated 11/16/01 Droughns will likely split time with Lamont Warren in Detroit's backfield this weekend in James Stewart's absence. Neither back has much Fantasy value outside of deeper leagues, and starting them is a huge gamble.   Lamont Warren , RB DET - Free Agent Updated 11/16/01 Warren will likely start in place of the injured James Stewart on Sunday against Arizona. He's split carries with Reuben Droughns, and is only worth starting as a last resort in larger Fantasy leagues.   More Upda! te!    Teams, Rosters  [IMAGE] [IMAGE]  [IMAGE] God Joe Stepenovitch    Player TM Pos Status Next Bye Garcia, Jeff  SF QB Active @CAR Week 6 Alexander, Shaun  SEA RB Active @BUF Week 6 Smith, Lamar  MIA RB Active NYJ Week 6 Owens, Terrell  SF WR Active @CAR Week 6 Ismail, Qadry  BAL WR Active CLE Week 13 Walls, Wesley  CAR TE Active SF Week 14 Carney, John  NO K Active IND Week 2 Buccaneers  TB DT Active CHI Week 2 Brady, Tom  NE QB Reserve STL Week 16 Jackson, James  CLE RB Reserve @BAL Week 7 Mack, Stacey  JAC RB Reserve @PIT Week 5 Hakim, Az-Zahir  STL WR Reserve @NE Week 8 Brown, Troy  NE WR Reserve STL Week 16 Dilger, Ken  IND TE Reserve @NO Week 4 Vanderjagt, Mike  IND K Reserve @NO Week 4 Bills  BUF DT Reserve SEA Week 5 Watters, Ricky  SEA RB Injured @BUF Week 6  Total Active Players: 8 Total Injured Players: 1 Total Reserve Players: 8  NFL Injuries for God Updated Player Team Pos Injury E! xpected Return 11/16/01 Jackson, James  CLE RB Ankle Questionable for Sunday's game at Bal. 11/1/01 Watters, Ricky  SEA RB Shoulder Expected to return on Nov. 25 [IMAGE]  Copyright 2001 Commissioner.COM Inc and SportsLine.com Inc. Your site can be reached from http://fantasy.sportsline.com   FB10SP


---------------------- Forwarded by Andrea Ring/HOU/ECT on 01/08/2001 01:29
PM ---------------------------

	From:  Jared Kaiser                           01/05/2001 12:36 PM

To: Andrea Ring/HOU/ECT@ECT
cc:
Subject: Home Depot Dabacle

---------------------- Forwarded by Jared Kaiser/HOU/ECT on 01/05/2001 12:36
PM ---------------------------

Tricia Spence
01/05/2001 08:55 AM
To: Joe A Casas/HOU/ECT@ECT, Scott Loving/NA/Enron@ENRON, Jared
Kaiser/HOU/ECT@ECT, Dan Junek/HOU/ECT@ECT, Scott Hendrickson/HOU/ECT@ECT,
Jesse Villarreal/HOU/ECT@ECT, Sabra L Dinari/HOU/ECT@ECT, Lia
Halstead/NA/Enron@ENRON, Christina Sanchez/Corp/Enron@ENRON
cc:
Subject: Home Depot Dabacle

---------------------- Forwarded by Tricia Spence/HOU/ECT on 01/05/2001 08:53
AM ---------------------------

	From:  Molly Sumrow                           01/05/2001 08:50 AM

To: lesteves@swbell.net, stevesj@oceusa.com, chris_sumrow@kindermorgan.com,
Beverly Beaty/HOU/ECT@ECT, Meredith Homco/HOU/ECT@ECT, Jim Homco/HOU/ECT@ECT,
Tricia Spence/HOU/ECT@ECT, Victor Lamadrid/HOU/ECT@ECT, Katherine L
Kelly/HOU/ECT@ECT
cc:
Subject: Home Depot Dabacle

This is a riot!

Molly
---------------------- Forwarded by Molly Sumrow/HOU/ECT on 01/05/2001 08:46
AM ---------------------------

"John Coyle" <John.Coyle@diamondcluster.com> on 01/04/2001 03:38:10 PM
To: james.whitehead@enron.com, patrick.scales@enron.com,
carrie.slagle@enron.com, molly.sumrow@enron.com, kristin.cantu@enron.com
cc:
Subject: home depot dabacle

(See attached file: home_depot_darwin.doc)
 - home_depot_darwin.doc


Revised draft.  Da Bulls toner is low, so the draft doesn't look good, and I
don't know where the others print.  Guess I could just listen for it...


Hoyt, Here is a privileged and confidential legal memorandum regarding the
Garden State modification of operations.  Let's discuss these issues tomorrow
or Friday.  Michelle

---------------------- Forwarded by Michelle Cash/HOU/ECT on 09/20/2000 09:50
PM ---------------------------

cpage@phks.com on 09/20/2000 01:04:55 PM
To: michelle.cash@enron.com, marty.blick@enron.com
cc: pmccarthy@phks.com
Subject: Patrick McCarthy Memo Regarding Thruway Recycling

Pat McCarthy asked me to forward the enclosed memo.

******************************************************************************
**
The information contained in this e-mail message, together with any
attachments
thereto, is intended only for the personal and confidential use of the
addressee[s] named above.  The message and the attachments are or may be
an attorney-client or other privileged or protected communication.  If you are
not the intended recipient of this message, or authorized to receive it for
the
intended recipient, you have received this message in error. You are not to
review, use, disseminate, distribute or copy this message, any attachments
thereto, or their contents.  If you have received this message in error,
please
immediately notify us by return e-mail message, and delete the original
message.
This notice is included in all e-mail messages leaving our firm.  Thank you
for
your cooperation.
******************************************************************************
**

 - dhvg01!.DOC


Hey, I think that we are coming in this weekend.  We are only going to be
there through Sat nite though.  See you then.

D


Attached, please find a press release from Governor Davis announcing the
signing of SBX 6 which creates a PPA.

http://www.governor.ca.gov/state/govsite/gov_htmldisplay.jsp?BV_SessionID=@@@@
0298965258.0990051291@@@@&BV_EngineID=eallccemeikbemfcfkmchcng.0&sCatTitle=Pre
ss+Release&sFilePath=/govsite/press_release/2001_05/20010516_L01015_GGD_signs_
SB6X_Power_Authority_bill.html&sTitle=GOVERNOR+SIGNS+CALIFORNIA+%0aPOWER+AUTHO
RITY+BILL%0a&iOID=14801


Tom,

Let's leave everything as it is currently and review the meters in a couple
of days to see if the increases actually occur.

D

Tom Acton@ENRON
05/10/2000 10:40 AM
To: Daren J Farmer/HOU/ECT@ECT, Lisa Hesse/HOU/ECT@ECT, Vance L
Taylor/HOU/ECT@ECT
cc:
Subject: well heads

Daren,  Shore line would like to take meter 9781 from 460 to 1  for the 11 th
gas day.  It flowed the nom for April so they must be having well problems
this month.  Meter 9680 has a change from 739 to 1200.  It flowed in the 700
for April .  Could be new production coming on behind the meter.

Texaco would like to change meter 9826 from 1201 to 1500 for the rest of the
month.  In April they flowed from 1000 to 1300.


IF YOU ARE A DIRECTOR OR OFFICER OF A NON-US CORPORATION WITHIN THE ENRON GROUP, PLEASE NOTE THE FOLLOWING:

As you are aware, Enron Corp. and some of Enron's subsidiaries have voluntarily filed for Chapter 11 earlier this week.  We are in the process of evaluating the effect of the filing on the company in which you serve as a director or officer. It is possible that the filing may trigger default or cross default provisions under contracts and other instruments to which your company is a party or otherwise subordinated.

With that respect, we request that you DO NOT TAKE ANY STEPS TO FILE FOR ANY LOCAL INSOLVENCY PROCEDURE UNTIL YOU HAVE NOTIFIED THE ENRON IN-HOUSE ATTORNEY WITH WHOM YOU NORMALLY WORK AND ALSO HAVE SPOKEN TO CHRIS MALLON (christopher.mallon@weil.com) OR MARGARITA COALE (margarita.coale@weil.com)OR RAM BURSHTINE (ram.burshtine@weil.com) AT WEIL, GOTSHAL & MANGES LLP,PHONE NUMBER: +713 546 5000).

**********NOTE**********
The information contained in this email message is intended only for use of the individual or entity named above.  If the reader of this message is not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited.  If you have received this communication in error, please immediately notify us by telephone (212-310-8000), and destroy the original message. Thank you.


Doug,

The model for the Elba Island.

Vince


Stan:  I understand completely, and we will do our very best to achieve your
desired approach.  The problem is this: Regardless of what the MOU says,  we
will have to go through a size/probability analysis on this deal.  The deal
is clearly material to EOTT.  From an SEC perspective, the duty to disclose a
pending deal depends upon how material the transaction is and how likely it
is to occur.  If a deal is very material, a lower degree of probability is
needed before disclosure is required.  The MOU itself is not totally
determinative, although signing a document which looks like an LOI will
increase the chances of having to disclose.  In the present case, if
Equilon's Board gives the go- ahead to deal with us exclusively, I feel there
would be at least a 20% chance of closing a transaction (based upon past
dealings with these folks). Accordingly, if/when that happens, we will need
to take a hard look at the disclosure issue.  We do not want to disclose
prematurely, but I am pretty sure that this deal would be considered
"material," and if we go forward with Equilon, I believe that we will need to
disclose it at some point prior to closing (certainly after signing a PSA).
We can delay disclosure for a period of time for legitimate business reasons,
and the MOU we sign may not rise to the level of an LOI, but at some
point---if we go forward with Equilon---we are going to reach a point where
the size and probability of the deal will mandate disclosure.  We don't need
to make a decision at this point, we just need to be aware of these
circumstances and manage the process accordingly.

From a different perspective, we want to sign some kind of LOI with Equilon
as soon as we feel comfortable doing so because we want the HSR waiting
period to begin running.  Equilon wants to close by November 1st.

Please advise if you wish to discuss further.  Thanks.  SWD

	Stanley Horton@ENRON
	Sent by: Cindy Stark@ENRON
	07/12/2000 02:04 PM

		 To: Steve Duffy/Houston/Eott@EOTT
		 cc:
		 Subject: Re: Phoenix/Equilon Deal; CONFIDENTIAL ATTORNEY/CLIENT
COMMUNICATION AND ATTORNEY'S WORK PRODUCT

Steve:

Let's start thinking about how we could structure the MOU so we wouldn't have
to disclose the deal.  I would rather not disclose a "tentative deal".

Stan

From: Steve Duffy@EOTT on 07/11/2000 01:47 PM
To: Dana Gibbs, Lori Maddox/Houston/Eott@Eott, Stanley Horton/Corp/Enron@Enron
cc: Joe Richards, rbaird@velaw.com, Susan Ralph

Subject: Phoenix/Equilon Deal; CONFIDENTIAL ATTORNEY/CLIENT COMMUNICATION AND
ATTORNEY'S WORK PRODUCT

Joe R. will be sending out something in greater detail shortly, but it
appears that Equilon's management would like to pursue a deal with us on an
exclusive basis and that this decision is being forwarded to the Equilon
Board for approval.  If this acquisition goes forward, we will need to get
organized---in the near term---on a number of logistical/due diligence tasks,
but one thing we should start thinking about now is the "disclosure" issue.

If the Equilon Board gives the go-ahead for Equilon to pursue this
transaction , Equilon will probably want  to sign a memorandum of
understanding with us, and this may put us in a "disclosure" posture because
at that point, we would be looking at a $65 million deal (approx.) with a
closure probability of no less than 20% (in my judgment, based upon our past
dealings with these people).  Even without a signed document, the
"size/probability" test would still be an issue for us to deal with.
Everyone should be thinking about this issue as we await word from Equilon's
Board. Thanks.   SWD


IT	FT	Fuel		FT Demand
Onshore-Mainline	.0387	.004	.697%		$1.0603 = $.0349 per day

Mainline-Leach		.1225	.0191	2.902%		$3.145 = $.1035 per day

All rates include ACA but no GRI.


Kate what is the status of this deal?

   Kate Symes @ ECT                02/02/2001 04:13 PM

To: Evelyn Metoyer/Corp/Enron@ENRON
cc:

Subject: Re: 2-2-01 Checkoutq

Chris Mallory and the Prebon broker are currently debating this price. I'll
let you know when they settle it.

Thanks,
Kate

Evelyn Metoyer@ENRON
02/02/2001 01:30 PM
To: Kate Symes/PDX/ECT@ECT
cc:

Subject: 2-2-01 Checkoutq

Chris Mallory
Deal 512609
Prebon shows price as $165....Enpower has $160.


Paul,

Report attached FYI

Regards


Good morning, Doris!   Stan is in DC today but will be back in the office tomorrow morning.   Would you allow us to get you comments by 9:00AM tomorrow?

Thanks,
Cindy

Doris Foster@EOTT
05/08/2001 03:59 PM
To:	cody.w.smith@us.arthurandersen.com, cpena@velaw.com, Dana Gibbs/Houston/Eott@Eott, james.d.eggers@us.arthurandersen.com, Karl Jackson/Houston/Eott@Eott, Lawrence Clayton/Houston/Eott@Eott, michael.d.jones@us.arthurandersen.com, Molly Sample/Houston/Eott@Eott, Rex Rogers/Corp/Enron@Enron, rbaird@velaw.com, Scott Vonderheide/Corp/Enron@Enron, Stanley Horton/Corp/Enron@Enron, stephen.p.huzar@us.arthurandersen.com, Sandra Schneider/Houston/Eott@Eott
cc:

Subject:	Draft of EOTT's 1st quarter 2001 Form 10-Q

Attached is the draft of EOTT's Form 10-Q for the first quarter of 2001.  Please provide all comments on the draft to Lori no later than 8:00 a.m. on Thursday May 10, 2001.
Thanks


Let's eliminate future problems with Dow and their trader Mike Billings.

Credit has given the O.K. to trade in the name of The Dow Chemical Company.
We will document trades on the "omnibus" UNLESS we are able to negotiate an
 ISDA with the counterparty.

Tell Mike Billings that we will not keep changing from "Dow Hydrocarbons and
Resources, Inc." to the parent company.  We waste too much time and energy.

 Call if you have questions.  Sara


Start Date: 12/30/01; HourAhead hour: 23;  No ancillary schedules awarded.  No variances detected.

    LOG MESSAGES:

PARSING FILE -->> O:\Portland\WestDesk\California Scheduling\ISO Final Schedules\2001123023.txt
###Cannot locate a Preferred or Revised_Preferred Schedule that matches the FINAL Individual Interchange Schedule.  Unable to assign deal number.
###Cannot locate a Preferred or Revised_Preferred Schedule that matches the FINAL Individual Interchange Schedule.  Unable to assign deal number.


Thanks! I handed off the fax to Christian, who said he was extremely busy
today but would try to get to it this afternoon. In the meantime, I've been
told by Chris Mallory that the most important issue is that all
index-forwards get uniform confirmation language. As far as what that
language is, I'm not sure. Is this different than the confirm letters you've
received in the past? Let me know if you need me to expedite the process and
get someone else's opinion.

Thanks,
Kate

	From:  Kimberly Allen                           01/10/2001 06:57 AM

To: Kate Symes/PDX/ECT@ECT
cc:

Subject: Re: #485446

Kate, I just faxed over the Constellation confirm just in case you need to
view it.

Thanks,

Kimberly

   Kate Symes                01/09/2001 06:51 PM

To: Kimberly Allen/HOU/ECT@ECT
cc:
Subject: Re: #485446

I've forwarded this message onto Christian Yoder, one of our lawyers. Chris
Mallory and Jeff Richter suggested I check with Christian first on the
language of these confirms. I'll get back to you first thing tomorrow.

Thanks,
Kate

	From:  Kimberly Allen                           01/09/2001 01:48 PM

To: Kate Symes/PDX/ECT@ECT
cc:

Subject: #485446

Kate,
I received and index trade into NP15 that Chris Mallory did. For Price the
confirmations states:

The average day ahead, post congestion price for the Constrained Price as
published by the California Power Exchange for the on in the period of
delivery stated herein plus 3.00.

Is this language o.k. to accept on the confirmation.

Thanks,

Kimberly Indelicato
33031


Didn't Pillsbury used to represent PG&E?  I know they were virtually captive
to Chevron for many years, but I thought PG&E as well????


Attached please find a sheet of principles.  We would like your suggestions
for 3 or 4 more.

 <<Principles 2.doc>>

 - Principles 2.doc


Attached please find the most recent Brokerage Agreement Status Report.   The
Agreements executed or prepared for execution within the past two weeks
include:

Bear Stearns/ECI
Goldman Sachs International/ECT
Sanford Bernstein/ENA
Merrill Lynch/ENA
Deutsche Bank (Frost)/ ENA and ECT
Sanford Bernstein/ENA & ECT (electronic)
Salomon Smith Barney/ENA & ECT (electronic)
Bear Stearns/ENA & ECT (electronic)

 If you have any questions or comments, feel free to contact me.

Cheryl Nelson
Senior Counsel
EB3816
(713) 345-4693
----- Forwarded by Cheryl Nelson/NA/Enron on 04/12/2001 12:29 PM -----

	Keegan Farrell
	04/12/2001 12:18 PM

		 To: Cheryl Nelson/NA/Enron@Enron
		 cc:
		 Subject: Updated Brokerage Agreement Status

Here is the document you have requested.  Thanks,

Keegan


Stinson,

This is the latest WTI model for open-close trading.

Zimin


Would you fax me copies of the two guaranties.  713-646-3491.

Thanks

Debra Perlingiere
Enron North America Corp.
Legal Department
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax  713-646-3490


In follow-up to our off-site in N.O. I felt it would be good to have a
conference call and discuss our next steps.  I am looking at sometime on
Friday the 10th at 11:00 Central.  If too many people have a conflict with
the 10th then we can go to monday the 13th.  Please call Terri Miller at
603-223-2520 and let her know if the 10th is impossible.

First, I want to thank Margaret Carson for putting together the information
summaries that Martin Wenzel requested at our meeting.  I understand the Tier
I summaries were very well received at Martin's staff meeting and that Martin
is looking forward to getting something on theTier II states soon as well.

Second, I have attempted to take what we learned from Jeff and Martin in New
Orleans and to condense it into a powerpoint presentation which is attached.
This is just a rough draft so please take a look at it and give me your
comments on the 10th.  It needs work and I want your input.  If we have
something ready in time I may try to present this at the Woodlands meeting.
Let me know what you think.

Third, we need to start thinking about communications.  I was hoping to meet
in Houston in connection with the Woodlands meeting and get some input from
ECI like we did with Jeff and Martin.  So please check your schedules around
the 30th and let me know if that works.

Finally, and perhaps most importently, I want to get a deal pipeline going as
our May 1 deliverable approaches.  Please give some thought as to how we can
work with everyone at Government Affairs in each of the four regions to
collect a list of the potential commercial opportunities we are, or could be,
pursuing with the business units.

Thanks again for your help.  I look forward to talking to you all.


CALENDAR ENTRY:	APPOINTMENT

Description:
	Mtg - Larry/Tangie

Date:		7/19/2000
Time:		10:00 AM - 11:00 AM (Central Standard Time)

Chairperson:	Outlook Migration Team

Detailed Description:


He changed it.

Thanks!

   Kate Symes                03/13/2001 11:30 AM

To: Sharen Cason/HOU/ECT@ECT
cc:
Subject: Re: #547841

Did you already settle this with Les? It looks like the deal is only flowing
M-S, on peak hours. Let me know.

Thanks,
Kate

	From:  Sharen Cason                           03/13/2001 07:47 AM

To: Kate Symes/PDX/ECT@ECT
cc: Lester Rawson/PDX/ECT@ECT

Subject: #547841

This deal is in as flowing every day, hours 7 -22, including Sundays.  Is
this correct?

Thanks!


Thanks for your note.  My company has revised our e-mail addresses.  Please
change my address in your records to Mark.Taylor@enron.com.  Thanks!

storm-help@lists.hurricanecentral.com on 04/26/2000 06:04:11 AM
To: Mark Taylor/HOU/ECT@ECT
cc:
Subject: ezmlm warning

Hi! This is the ezmlm program. I'm managing the
storm@lists.hurricanecentral.com mailing list.

Messages to you from the storm mailing list seem to
have been bouncing. I've attached a copy of the first bounce
message I received.

If this message bounces too, I will send you a probe. If the probe bounces,
I will remove your address from the storm mailing list,
without further notice.

I've kept a list of which messages from the storm mailing list have
bounced from your address.

Here are the message numbers:

   5

--- Enclosed is a copy of the bounce message I received.

Return-Path: <ECT.Notes.Admin@enron.com>
Received: (qmail 24069 invoked from network); 25 Apr 2000 06:12:01 -0000
Received: from outbound5.enron.com (HELO postmaster.enron.com) (192.152.140.9)
  by aftershock.snv.cimedia.net with SMTP; 25 Apr 2000 06:12:01 -0000
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X-Lotus-FromDomain: ECT
From: "ECT Notes Admin" <ECT.Notes.Admin@enron.com>
Reply-To: Mark.Taylor@enron.com
To: storm-return-5-mtaylo1=ect.enron.com@lists.hurricanecentral.com
Message-ID: <862568CC.00212862.00@notes.ect.enron.com>
Date: Tue, 25 Apr 2000 01:01:52 -0500
Subject: We are one @enron.com!
Mime-Version: 1.0
Content-type: text/plain; charset=us-ascii
Content-Disposition: inline

This message is an automated response to the email you recently sent to me. I
received the message but the email address you used has been changed to
Mark.Taylor@enron.com.

Please update your address book(s) to reflect this change.

This will ensure that I receive your emails in the future.

Thank you
Mark Taylor

Please do not reply to this message as it was automatically generated.


IN THE SPIRIT OF LET US MAKE IT BETTER - NOT IN TED IS CHUCKING BLAME AROUND,
PLEASE CONSIDER THE FOLLOWING ISSUE:

At the Audit Comittee Meeting, Jeff made the comment that the number of and
timing of the limit notifications caused them to be meaningless.  Now part of
that was an attempt by him to diffuse the number of notifications represented
graphically, but I think that there is an element of truth, particularly of
late.  therefore, I propose that we work toward making that timing faster and
the impact more meaningful.

I think the following might help:
1) Cassandra will be our point person, therefore it will be faster than
waiting for the slower, more distracted and less organized ME
2) I will propose that we raise the threshholds for notifications,
particularly at Jeff's level - I think that the sheer volume makes an
impression on Rick. Unfortunately, I think that it will not be in effect
until after the Dec bd meeting.  FYI I have proposed this at least twice and
have been shot down by Greg and Rick, but now that a smart guy is proposing
it, it will probably get more attention.
3) We should use the executive report viewer as the mechanism for delivery.
I do not know who actually supports that thing so please let me know.
 It has been important to AA for audit purposes to see "evidence" that Rick,
Jeff, Ken and Bd received appropriate notification - so that needs to be
considered.
Another possibility would be RisktRAC.  The 3-d solution contracted for
contains an "Executive View" of "hot spots" .  Unfortunately, even though
Jeff requested it on his desk top 5 months ago, we can't get the IT resources
to pay attention to it.  IT however, has been interviewed several times for
magazines and have created such incredibly successful and useful products
such as EnergyDesk.com, Credit.com, En-lighten,
..............................................................................
..

Conceptually,
Notifications should take place before trading begins the next day.  This may
be utopian, but it is fundamentally correct (just because Enron doesn't know
it is supposed to, doesn't make it right).  I am certain that real risk
management organizations have a mechanism in place for this.   It  may be
necessary to create a SWAG process that is lightning fast with a more exact
process to follow.

Please have fixed by close of business today.

Ted


find a spouse - buy a house  -  in the burbs south dallas iam a commuter  its
pathetic isn't it????  are you going to make money on your abode?

cordially, dc


Has anyone handled?

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com

	Brant Reves/ENRON@enronXgate
	04/06/2001 04:14 PM

		 To: Sara Shackleton/HOU/ECT@ECT
		 cc: Derek Bailey/Corp/Enron@ENRON, Susan Bailey/HOU/ECT@ECT, Stephanie
Panus/NA/Enron@Enron, Janie Aguayo/HOU/ECT@ECT
		 Subject: RE: QX7453 and QX7554

Please include the following terms within an annex b.  This modification
should allow us to proceed with confirmation.

thanks
Brant

 -----Original Message-----
From:  Aguayo, Janie
Sent: Thursday, April 05, 2001 5:49 PM
To: Brant Reves/HOU/ECT@ENRON; Panus, Stephanie
Cc: Bailey, Derek
Subject: QX7453 and QX7554

Please see below for deal detail. - Janie


Mike,

I've never received any feedback on my notes.  Can you give me some direction on whether my assumptions are correct?

-----Original Message-----
From: Corman, Shelley
Sent: Friday, February 22, 2002 10:10 AM
To: 'Don.Vignaroli@dynegy.com'; Len.Hesseltine@dynegy.com; John.O'Shea@dynegy.com; Mary.Kay.Miller@dynegy.com; Mike.Mcgowan@dynegy.com; Hotte, Steve
Subject: RE: Restated 2002 CAPEX Plan

Don,

I would like to see the following notations added to the Gas Logistics CAPEX page to fully reflect the discussion and agreement.

With respect to the specific project listed:

1.  Gas Logistics is authorized to proceed with 4 Discretionary projects, including the three gas control network/security upgrades that you have listed and also the blanket desktop replacement project ($19,000) (omitted from your listing).  No further written proposal is required by Dynegy and restated capital budget will constitute the written authorization to proceed with these projects.

With respect to Footnote 2.  I believe the description below more precisely reflects our discussion:

2.  Dynegy requested and Enron agreed that NNG will not be charged any additional amounts for the Base Contract System through June 30, 2002, UNLESS Dynegy authorizes Enron to begin work on the customization and implementation of the NNG contract system prior to June 30, 2002.   To the extent that Enron is not directed to begin work on the customization of the base contract system for NNG prior to June 30, 2002, it is understood that the implementation date of the NNG contract system will be impacted.

3.  Dynegy requested and Enron agreed that NNG will not be charged any additional amounts for the Base Rates and Revenue System through June 30, 2002.

An additional footnote should be added to the page.

4.    The 2002 Capital Budget does not currently authorize the system modifications that will be necessary to implement NNG's Order 637 filing/revised filing provisions or GISB changes.   Dynegy and Enron will need to mutually agree whether to commence work on these modifications to meet filing commitments or expected FERC requirements.

 -----Original Message-----
From: Don.Vignaroli@dynegy.com [mailto:Don.Vignaroli@dynegy.com]
Sent: Thursday, February 21, 2002 5:23 PM
To: Len.Hesseltine@dynegy.com; John.O'Shea@dynegy.com; Dan.Dienstbier@dynegy.com; Carolyn.J.Stone@dynegy.com; Mary.Kay.Miller@dynegy.com; Dave.Neubauer@dynegy.com; Mike.Mcgowan@dynegy.com; Steve.Gilbert@dynegy.com; Keith.Petersen@dynegy.com; Lowry, Phil; Rice, Randy; Pribble, Dan; Nelson, Mike; Brassfield, Morris; Corman, Shelley; Hotte, Steve; Kleb, Steve; Concklin, Elaine
Subject: Restated 2002 CAPEX Plan

Attached for your review and information is a copy of the Restated 2002 Capital Budget (25 page report) which reflects the planned CAPEX recently agreed to between NNG/Dynegy and Enron.

Feel free to contact Mike McGowan (402.398.7110) or Don Vignaroli (402.398.7139) with questions or comments.


Yes, I can help you and I would like to have a letter regarding changes.

Thanks!

DP

Debra Perlingiere
Enron North America Corp.
Legal Department
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax  713-646-3490


Here It Is  !!!
[IMAGE]
or copy and paste the following link to  your browser:http://www.operationhope.org/Epublications/November_13_01/default.htm
Humbly,
The Communications & Community Affairs  department


-----Original Message-----
From: 	"iris mack" <irismmack@hotmail.com>@ENRON
Sent:	Tuesday, January 29, 2002 10:55 AM
To:	Black, Tamara Jae
Cc:	Burnett, Lisa
Subject:	Return to Harvard

Hi TJ and Lisa,
     Happy 2002!!  I hope this email finds you well.
     This brief note is to inform you that I will be returning to Harvard - where I received my doctorate in Applied Mathematics.
     I have accepted a job offer from the Harvard Management Company - which manages Harvard's endowment of $20 billion (and still counting).
     If you are ever in the Boston area, please do look me up.
     Also, will you please forward this email onto the power group so that some of my other friends will know how to get in touch with me in the future.
Best regards to you and yours in 2002,
Iris Marie Mack, MBA/PhD

P.S.:  During my first couple of months in Boston I will be staying in corporate housing.  Therefore the best way to reach me is via email:  irismmack@hotmail.com .  Thanks!!!

Join the world's largest e-mail service with MSN Hotmail. Click Here


The following expense report is ready for approval:

Employee Name: Elizabeth A. Sager
Status last changed by:  Automated Administrator
Expense Report Name: Sager - Misc. Cell / Trip
Report Total: $1,541.07
Amount Due Employee: $1,541.07

To approve this expense report, click on the following link for Concur Expense.
http://expensexms.enron.com


Larry this is for the Kermit Team
          1. Lea Hendrick 260                         80,000 BBL. Tank
               16,032 BBls/d
                No serial number.
          2. Hendrick Quito  58044                20,000BBL. Tank
               39,44 BBls/d
                No serial number.

                                                                Thanks Darrel
Mason


Please prepare and overnight an ISDA draft.

Thanks
Brant


---------------------- Forwarded by Vince J Kaminski/HOU/ECT on 08/09/2000
04:43 PM ---------------------------

Zimin Lu
08/09/2000 01:08 PM
To: Vince J Kaminski/HOU/ECT@ECT, Stinson Gibner/HOU/ECT@ECT, Stinson
Gibner/HOU/ECT@ECT
cc:
Subject: TRANSPORTATION MODEL

The Friday meeting is set at 11:15 in 30C1.

Zimin

---------------------- Forwarded by Zimin Lu/HOU/ECT on 08/09/2000 01:04 PM
---------------------------

	Enron North America Corp.

	From:  Colleen Sullivan                           08/09/2000 12:11 PM

To: Keith Holst/HOU/ECT@ect, Andrew H Lewis/HOU/ECT@ECT, Fletcher J
Sturm/HOU/ECT@ECT, Larry May/Corp/Enron@Enron, Kate Fraser/HOU/ECT@ECT, Zimin
Lu/HOU/ECT@ECT, Greg Couch/HOU/ECT@ECT, John Griffith/Corp/Enron@Enron,
Sandra F Brawner/HOU/ECT@ECT, John J Lavorato/Corp/Enron@Enron, Hunter S
Shively/HOU/ECT@ECT, Phillip K Allen/HOU/ECT@ECT, Scott Neal/HOU/ECT@ECT,
Thomas A Martin/HOU/ECT@ECT, Steve Jackson/HOU/ECT@ECT
cc: Julie A Gomez/HOU/ECT@ECT, Stephanie Miller/Corp/Enron@ENRON
Subject: TRANSPORTATION MODEL

Please plan to attend a meeting on Friday, August 11 at 11:15 a.m. in 30C1 to
discuss the transportation model.  Now that we have had several traders
managing transportation positions for several months, I would like to discuss
any issues you have with the way the model works.   I have asked Zimin Lu
(Research), Mark Breese and John Griffith (Structuring) to attend so they
will be available to answer any technical questions.   The point of this
meeting is to get all issues out in the open and make sure everyone is
comfortable with using the model and position manager, and to make sure those
who are managing the books believe in the model's results.   Since I have
heard a few concerns, I hope you will take advantage of this opportunity to
discuss them.

Please let me know if you are unable to attend.


Lousie,

I would be grateful if you could review the transaction below, which will require your approval.   As outlined below the client 'Borealis'  wishes to change the terms of the contract given our current situation.  RAC is comfortable with the changes, as it will result in a significant saving in storage costs and allow the LPG trader to flatten his book. Further, whilst there maybe the potential of MTM movement between the $180 purchase price from Borealis and the subsequent sale (index related price) back to the counterpart, this will be netted out.  RAC has significant risk appetite for this counterpart, which is a sound credit, rated E5.  The only issue is whether Houston has sufficient resources or are willing to pay the storage costs early, which could range between $1,200,000-?1,400,000.  If this is feasible I will recommend that we negotiate a discount of $15 on storage costs (saving $600,000) as opposed to $10.

Kind rgds,

Nish

 -----Original Message-----
From: 	Petersen, Bo
Sent:	27 November 2001 17:45
To:	Patel, Nish
Subject:	London - LPG Book

Enron put 40,000 MT of Propane in storage under a term agreement (contract QA 8318)  in a facility
in Sweden,  managed and owned by a company called Borealis.  Enron, under the contract, agreed
to pay $45 per MT for the right to utilize the storage.
Due to Swedish law,  Enron can/could not have title to the product in Sweden and Borealis paid Enron,
under a pre-agreed price formula,  $186 per M/T.   Upon Enron's sale of the product and subsequent
lifting a payment of the $186 + $45 (storage fee) would become due to Borealis.  The likely timeframe
for selling the product would be Jan. 2002 as that is the highest OTC swap price mkt which in turn
would mean payment to Borealis would be due on 30 days past B/L. ie early Feb.

Borealis are very concerned about Enron's ability to meet it's payment obligation and has suggested
a transaction that in several ways would suit the LPG book.

Pls let me know if you need further information.

Bo Petersen

1.	An upfront payment (this week)  of the storage payment with a reduction of
$10-$15 dollars for the storage fee.  $400,000-$600,000 savings

2.	Borealis would purchase the Product in tank at an indexed related price
which would fit the London LPG book very well

3.	The contractual obligations to lift the storage tons would be further complicated
by the fact that the one physical trader most likely will not be here much longer.

Pls let me know if you need further information.

Bo Petersen


Can we have a call tomorrow to discuss status, etc.?  10 AM Houston time work
for folks?

Best,
Jeff


Jeff,

The information below is for 1959 graduates.  I think that you mentioned that
we were looking for a male, which would make Bill's maiden name question
irrelevant.  Let me know if you find the person.  Like I mentioned earlier, I
have another idea worth considering if this doesn't work.

Take care,
Billy

-----Original Message-----
From: "Krumm, Bill" <b-krumm@tamu.edu>@ENRON
Sent: Tue 5/15/2001 12:22 PM
To: Lemmons Jr., Billy
Cc:
Subject: More data

Billy,

Attached is the additional data.

The names are the current names.  If he is looking for a woman, I would have
to also ask for "original" name as well but this may not be necessary.  Let
me know if you can determine the sex.

I look forward to meeting you when you come to town and no you really don't
have to buy me lunch.  This is really a fun place to work.........

Bill

 <<Krumm4.xls>>  <<Krumm5.xls>>

 - Krumm4.xls <<Krumm4.xls>>
 - Krumm5.xls <<Krumm5.xls>>


The information contained herein is based on sources that we believe to be
reliable, but we do not represent that it is accurate or complete.  Nothing
contained herein should be considered as an offer to sell or a solicitation
of an offer to buy any financial instruments discussed herein.  Any
opinions expressed herein are solely those of the author.  As such, they
may differ in material respects from those of, or expressed or published by
on behalf of Carr Futures or its officers, directors, employees or
affiliates.  ? 2001 Carr Futures

The charts are now available on the web by clicking on the hot link(s)
contained in this email. If for any reason you are unable to receive the
charts via the web, please contact me via email and I will email the charts
to you as attachments.

Crude Spread     http://www.carrfut.com/research/Energy1/crudespread41.pdf
Heat Spread     http://www.carrfut.com/research/Energy1/heatspread41.pdf
Unleaded Spread
http://www.carrfut.com/research/Energy1/unleadspread41.pdf

Heat Crack     http://www.carrfut.com/research/Energy1/heatcrack41.pdf
Gas Crack     http://www.carrfut.com/research/Energy1/gascrack41.pdf

Carr Futures
150 S. Wacker Dr., Suite 1500
Chicago, IL 60606  USA
Tel:  312-368-6149
Fax:  312-368-2281
soblander@carrfut.com
http://www.carrfut.com


FYI
---------------------- Forwarded by Leonardo Pacheco/Corp/Enron on 04/27/2000
12:36 PM ---------------------------

Leonardo Pacheco
04/27/2000 01:07 PM
To: Jay Hawthorn/Enron Communications@Enron Communications, Tom
Moran/HOU/ECT@ECT, Mark Taylor/HOU/ECT@ECT, Rudi Zipter/HOU/ECT@ECT, Jeff
Blumenthal/HOU/ECT@ECT
cc: David Forster/Corp/Enron@Enron, Dale Neuner/HOU/ECT@ECT, Cynthia
Harkness/Enron Communications@Enron Communications

Subject: Bandwidth Products On EnronOnline. (Revised)

Please note that we have added another product type (bringing the total
number to three)!.
We have built three new Products Types called US Bandwidth DS3 Physical
Forward, US Bandwidth OC3 Physical Forward, and US Bandwidth OC3c Physical
Forward. Please go into DataManager and approve these Product Types (look at
attached Document for long descriptions).  We are going life on the 1st of
May.  If you need help with the approval process contact Dale Neuner (ext.
39746) or myself (ext. 39938). Please Do Not Reject the Product Type. If you
have questions or changes to the Product Type please contact me at your
convenience.

Thank you very much for your co-operation!

Leonardo Pacheco
ext. 39938


Grid South, Grid Florida, Southern RTOs are on FERC's agenda.


What does your schedule look like Wednesday am?

Thanks,

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 10/31/2000 09:09
AM ---------------------------
From: Gregg Penman on 10/30/2000 02:24 PM
To: Kay Mann/Corp/Enron@Enron, Sarah Wesner/Corp/Enron@Enron
cc:

Subject: enovate intercompany loan

What about Wednesday morning to discuss Bracewell's draft of the intercompany
loan agreement?  Kay could you check Heather's availability? Anyone else that
should be included?

Thanks,

Gregg


---------------------- Forwarded by Kay Mann/Corp/Enron on 04/06/2001 03:27
PM ---------------------------

"Shoemaker, Kent (GEAE)" <kent.shoemaker@ae.ge.com> on 04/06/2001 02:53:20 PM
To: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>
cc:

Subject: RE: Enron/Delta Turbine Acquisition

Okay.  My exit strategy didn't work and I got these back.  Lee said to ask
you to send to me the Salmon Facility Agreement.  Is this the same as Delta.

Also, what other documents will we have here.  Will there be any override
letters, assignments, consents (other than below)?

Do I have any hope of getting out of the opinion.  What good is an in-house
attorney's opinion anyway.  It may be a stumbling block as we've never given
one before and I don't know how long approval procedures may take.

Are the documents below up to date.

Too fun!!

Kent

-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Monday, April 02, 2001 11:10 AM
To: kent.shoemaker@ae.ge.com
Cc: lee.johnson@ss.ps.ge.com
Subject: Enron/Delta Turbine Acquisition

Hi Kent,

I don't know whether Lee has mentioned the Delta Power deal that we are
working on.  We are taking 4 turbines and putting them in an LLC, and
selling some of the interest in the LLC to Delta Power.  Three of the
turbines are turbines formerally known as LV Co Gen turbines, and we are
buying new LM's to replace the ones we are using here.  In any event, Delta
Power is financing the deal, and they have asked that we get GE sign off on
the attached documents.  Therefore, I would be interested in your response
to the attached.

I understand that Lee is in New Orleans today, but I'll send him a copy
anyway.

Thanks,

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 04/02/2001 10:05
AM ---------------------------

"PARKER, Isabel" <isabel.parker@freshfields.com> on 04/01/2001 05:10:38 PM

To:   "Carolyn Campbell (E-mail)" <CCampbell@KSLAW.com>, "John Keffer
      (E-mail)" <JKeffer@KSLAW.com>, "Kay Mann (E-mail)"
      <kay.mann@enron.com>, "Rick Vicens (E-mail)"
      <rvicens@deltapower.com>, "Gregory F. Lang (E-mail)"
      <gregorylang@paulhastings.com>
cc:   "BURKE, Ted (TDB)" <ted.burke@freshfields.com>

Subject:  Enron/Delta Turbine Acquisition

This e-mail is confidential and may well also be legally privileged. If you
have received it in error, you are on notice of its status.  Please notify
us immediately by reply e-mail and then delete this message from your
system.  Please do not copy it or use it for any purposes, or disclose its
contents to any other person:  to do so could be a breach of confidence.
Thank you for your co-operation.  Please contact our
IT Helpdesk on +44 (0) 20 7936 4000 Ext.2000 or email
ITHelp@freshfields.com if you need assistance.

As discussed during our call earlier this afternoon, please find attached
for onward transmission to GE a draft of (i) the GE Consent and Agreement
and (ii) the GE legal opinion.

Kind regards
Isabel

(See attached file: NY003700033.DOC)
(See attached file: NY003699615.DOC)


Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com
----- Forwarded by Carol St Clair/HOU/ECT on 08/29/00 08:07 AM -----

	"Cassandra Davis" <DAVICA@andrews-kurth.com>
	08/24/00 11:33 PM

		 To: <alan.quaintance@enron.com>, <brenda.l.funk@enron.com>,
<Carol.St.Clair@enron.com>, <charles.delacey@enron.com>,
<Clement.abrams@enron.com>, <David.roland@enron.com>,
<Gina.Karathanos@enron.com>, <Joel.ephross@enron.com>,
<tina.livingston@enron.com>, <Trevor.Randolph@enron.com>,
<trushar.patel@enron.com>, <mniebruegge@mayerbrown.com>,
<tellwood@mayerbrown.com>, <eawilburn@prickett.com>, <Tamullen@prickett.com>,
<kenton@rlf.com>, <mercedes.arango@us.cibc.com>, <schottla@us.cibc.com>,
<wolfmark@us.cibc.com>, <aroberts@wilmingtontrust.com>
		 cc: "David Barbour" <BARBD@andrews-kurth.com>, "CHRIS KRECEK"
<KRECC@andrews-kurth.com>, "DEBORAH LOWE" <LOWED@andrews-kurth.com>, "MURIEL
McFARLING" <MCFAM@andrews-kurth.com>, "SCOTT OLSON"
<OLSOS@andrews-kurth.com>, "Mary Rembert" <REMBM@andrews-kurth.com>
		 Subject: Project Tahiti Transaction Documents

Attached please find the following transaction documents for Project Tahiti:

1.   Tahiti Series Trust Agreement (254424)
2.   Beneficial Interest Certificate Issued to Enron Corp. (254806)
3.   Series Supplement Creating Series Z (254816)
4.   Tahiti Series Z Certificate issued to Fiji Z, L.L.C. (254975)
5.    Warrant Assignment (254974)
6.     Promissory Note from Tahiti Series Trust to EES (254802)
7.     Direction Letter to Owner Trustee of Tahiti Series Trust (254976)
8.     Amended and Restated Limited Liability Agreement of Fiji Z, L.L.C.
        (254423)
9.     Promissory Note from Fiji Z, L.L.C. to Tahiti Series Trust (254977)
10.   Amended Restated Limited Liability Agreement Bora Bora Z, L.L.C.
        (254978)
11.   Promissory Note from Bora Bora Z, L.L.C. to Fiji Z, L.L.C. (254979)
12.   Independent Auctioneer Letter Agreement
13.   B Interest Assignment Agreement (254982)
14.   Promissory Note from Bali Trust to Bora Bora Z, L.L.C. (254981)
15.   Beneficial Interest Certificate to Certificate Holder of Bali Trust
(254983)
16.   Direction Letter to Owner Trustee of Bali Trust (254980)

Also attached please find a Project Tahiti Structure Diagram.

The attached documents are in Word Perfect and are marked against the
corresponding document from the Hawaii 125-0, McGarett Series B Transaction.
A subsequent e-mail with the above listed documents attached in Microsoft
Word will follow.

Please note that although the Tahiti Series Trust Agreement is marked against
the Hawaii 125-0 Trust Agreement, it is a new trust and will hold the
Warrants.

The Sale and Auction Agreement, the Bali Trust Agreement (which will hold the
Fiji Z Class B Member Interest) and an assignment document for the assignment
of the Bali Note from Bora Bora Z, L.L.C. to Fiji Z, L.L.C. will be
distributed on Friday, the 25th.

Please fax comments to David Barbour and Muriel McFarling at 214-659-4401 by
Monday, August 28th.

If you have any questions, please call David Barbour at 214-659-4444.

 - b255097.wpd
 - b254423.wpd
 - b254424.wpd
 - b254802.wpd
 - b254806.wpd
 - b254816.wpd
 - b254974.wpd
 - b254975.wpd
 - b254976.wpd
 - b254977.wpd
 - b254978.wpd
 - b254979.wpd
 - b254980.wpd
 - b254981.wpd
 - b254982.wpd
 - b254983.wpd
 - 255095 Structure.wpd


The SO2 Emissions Credits Inventory transaction with Barclays Bank PLC has been extended for 12 more months as of yesterday, November 6. Barclays has arranged a facility of $170 million, of which $158 million was used as of yesterday. As a condition of extending the term past yesterday, Barclays required collateral in the form of a cash deposit or an L/C from an acceptable bank. We have posted cash until L/C lines become available. The cash raised, net of collateral posted, was approx $98 million, with capacity to put more SO2 credits into the facility. The facility allows Enron to raise cash off-balance sheet without leaving us with short positions in our SO2 book.

As a condition of Barclays accepting cash collateral instead of an L/C, we amended the Swap Master between ENA and Barclays PLC to reduce the number of days to pay to avoid a payment default to one business day from three business days after notification by Barclays. This amendment automatically reverts back to the original three business days immediately upon Enron posting an L/C to replace the cash collateral. Further, Barclays has agreed to review the need for collateral in six months, such that if our credit situation improves sufficiently Barclays will release the collateral while leaving the facility in place.

The terms of the transaction allow EGM to sell SO2 Credits into the facility and call back the credits on one day's notice multiple times over the next year. We pay interest expense in advance as a call option premium; if we call any credits back early, however, we receive a refund on the unused interest expense. The upfront fee was 50bp on $170 mm for the year (though we really have 13 months) and the spread is 65 bp.

Please contact Soma Ghosh or me if you would like further updates.

On behalf of Soma Ghosh
and
Jim Lewis


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I'll be in New York. They will have to fly solo on this. Rick


The Intergen LOC should be in CAED I and CAED II's names, issued after
closing on the 18th.

The PSCO deal team should handle the PSCO LOC, which should be in the name of
the PSCO project company, I think, after that deal closes this week.  Al
Larsen and Sheila Tweed can address these.

Hope this helps.

Kay

	From:  Rebecca Walker                           01/16/2001 10:48 AM

To: Kay Mann/Corp/Enron@Enron
cc: Fred Mitro/HOU/ECT@ECT

Subject: Letter of Credit from GE for LM6000s

Kay

In the letters of credit from GE for the PSCO and Intergen turbines, it
states that the beneficiary must countersign the three documents within 30
days of 1/10/01.  The beneficiary is listed as:

E-Next Generation, L.L.C.
1400 Smith Street
Houston, TX 77002.

Does this mean that  the documents need to be signed by someone from ENA and
then forwarded to E-Next Generation or just sent straight to E-Next
Generation?  Also, does anything else need to be done to "activate" the
Letter of Credit?  It appears from the documents that nothing else would need
to be done unless it were necessary to draw on the account for some reason.

Please advise on who needs to sign the three documents and if any other steps
need to be taken in regards to them.

Thanks,
Rebecca
---------------------- Forwarded by Rebecca Walker/NA/Enron on 01/16/2001
10:32 AM ---------------------------

	From:  Ben F Jacoby @ ECT                           01/12/2001 02:08 PM

Sent by: Ben Jacoby@ECT
To: Fred Mitro/HOU/ECT@ECT, Rebecca Walker/NA/Enron@Enron
cc:

Subject: Letter of Credit from GE for LM6000s

Fred / Rebecca:

Please follow up on this with Kay. Thanks.

Ben
---------------------- Forwarded by Ben Jacoby/HOU/ECT on 01/12/2001 01:01 PM
---------------------------
From: Catherine Clark/ENRON@enronXgate on 01/11/2001 07:24 PM
To: Ben Jacoby/HOU/ECT@ECT, Sheila Tweed/HOU/ECT@ECT, Kay
Mann/Corp/Enron@Enron
cc: Roseann Engeldorf/Corp/Enron@ENRON, Lisa Bills/ENRON@enronXgate
Subject: Letter of Credit from GE for LM6000s

The accounting group received a set of 3 faxes from GE with information on
Letters of Credit issued by GE with E-Next Generation as the beneficiary.
These documents need to be countersigned and I don't know if anything else is
required to "activate" the LOCs.  I'll fax copies to you all.
The documents are:
LOC 1: $4,289,200  (for the 6 Fountain Valley turbines, since the amount is
5% of the total turbine cost)
LOC 2: $717,600  (for Intergen turbine 1)
LOC 3: $717,600 (for Intergen turbine 2)

This is in accordance with the LM6000 purchase agreement (Section 6.1.3)
where GE must provide Retention Letters of Credit (the Retention Amount is 5%
of the purchase price) when E-Next Generation pays GE the final progress
payment (this final payment is scheduled to go out on 1/16/01).

The LOC docs need to be counter-signed within 30 days and then forwarded to
the E-Next Generation, since they are the beneficiary.

-Catherine
x3-9943


Start Date: 10/6/01; HourAhead hour: 1;  No ancillary schedules awarded.  Variances detected.
Variances detected in Energy Import/Export schedule.

    LOG MESSAGES:

PARSING FILE -->> O:\Portland\WestDesk\California Scheduling\ISO Final Schedules\2001100601.txt

Error retrieving HourAhead price data - process continuing...
---- Energy Import/Export Schedule ----
$$$ Variance found in table tblINTCHG_IMPEXP.
     Details: (Hour: 1 / Preferred:   0.00 / Final:  36.13)
  TRANS_TYPE: FINAL
  SC_ID: ECTRT
  MKT_TYPE: 2
  TRANS_DATE: 10/6/01
  TIE_POINT: MALIN_5_RNDMTN
  INTERCHG_ID: EPMI_CISO_ONE
  ENGY_TYPE: WHEEL
$$$ Variance found in table tblINTCHG_IMPEXP.
     Details: (Hour: 1 / Preferred:   0.00 / Final:  36.12)
  TRANS_TYPE: FINAL
  SC_ID: ECTRT
  MKT_TYPE: 2
  TRANS_DATE: 10/6/01
  TIE_POINT: FCORNR_5_PSUEDO
  INTERCHG_ID: EPMI_CISO_ONE
  ENGY_TYPE: WHEEL
$$$ Variance found in table tblINTCHG_IMPEXP.
     Details: (Hour: 1 / Preferred:   0.00 / Final:   0.01)
  TRANS_TYPE: FINAL
  SC_ID: ECTRT
  MKT_TYPE: 2
  TRANS_DATE: 10/6/01
  TIE_POINT: FCORNR_5_PSUEDO
  INTERCHG_ID: EPMI_CISO_FIVE
  ENGY_TYPE: WHEEL
$$$ Variance found in table tblINTCHG_IMPEXP.
     Details: (Hour: 1 / Preferred:   0.00 / Final:   0.01)
  TRANS_TYPE: FINAL
  SC_ID: ECTRT
  MKT_TYPE: 2
  TRANS_DATE: 10/6/01
  TIE_POINT: MEAD_2_WALC
  INTERCHG_ID: EPMI_CISO_SIX
  ENGY_TYPE: WHEEL


Sam

The entity will be a Delaware corporation, ESVL Corp.

Marcus

-----Original Message-----
From: Samuel Behrends [mailto:SBEHREND@LLGM.COM]
Sent: Monday, October 29, 2001 2:48 PM
To: Nettelton, Marcus
Cc: Catherine McCarthy
Subject: Draft of Market rate filing

 Marcus - This is ready to go as soon its reviewed and we get the names. If we can do that in the next 45 minutes, we can file today. Thanks

 0209376.01

==============================================================================
This e-mail, including attachments, contains information that is confidential and may be protected by the attorney/client or other privileges.  This e-mail, including attachments, constitutes non-public information intended to be conveyed only to the designated recipient(s).  If you are not an intended recipient, please delete this e-mail, including attachments, and notify me.  The unauthorized use, dissemination, distribution or reproduction of this e-mail, including attachments, is prohibited and may be unlawful.

==============================================================================


When you open the document, scroll down slowly to allow the pictures to pop
up.  It is ok to open in public...I think!
---------------------- Forwarded by Dawn C Kenne/HOU/ECT on 01/24/2001 03:07
PM ---------------------------

"Bythewood, Richard" <rbythewood@txi.com> on 01/24/2001 03:03:00 PM
To: "'Brad Baker'" <bbaker@mesh.net>, "Michael, Chris" <cmichael@txi.com>,
"'Dawn Wilson'" <Dawn.C.Kenne@enron.com>, "'Gary Wilson'"
<gary.wilson@oracle.com>, "Spindler, Jenny" <jspindler@txi.com>, "'John
Everett'" <john_b_everett@email.mobil.com>, "'Karen Hendrix'"
<karen.hendrix@biin.com>, "'Kristin and Darrell Herbel'" <KUAlums@aol.com>,
"'Shelly'" <rbwood@ix.netcom.com>, "'Tom Collier'" <tgcollier@msn.com>,
"'Wally Gomaa'" <wally.gomaa@gwl.com>
cc:

Subject: Things You Wish Your Computer Had

This is great!!

 - Thingsyo_.doc


The next step in the turbine challenge is getting a draft working for the ESA
transaction. You will find the turbines referenced on the Excel chart as ESA-
Brazil #6 and #2.  I am forwarding the serial numbers for those turbines.
Please get a draft going on this one - we want to close on Monday.

Rob Taylor is working on this from the finance side.  He should be faxing you
some language which needs to be included concerning an agency arrangement.
He may also have the names of the assignee and the agent.

Thanks,

Kay

---------------------- Forwarded by Kay Mann/Corp/Enron on 11/28/2000 03:07
PM ---------------------------

Tracee Bersani@ECT
11/28/2000 02:59 PM
To: robtaylor@andrews-kurth.com, Kay Mann/Corp/Enron@Enron
cc: Cheryl Lipshutz/HOU/ECT@ECT, Peter N
Anderson/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT

Subject: Turbine Serial Numbers for UCC filing

Rob/Kay,
As discussed in today's meeting, I have the turbine serial numbers for you:

1.  LM 6000 Serial numbers:

Regards,
Tracee
713-345-5688


-----Original Message-----
From: 	Enron Announcements/Corp/Enron@ENRON [mailto:IMCEANOTES-Enron+20Announcements_Corp_Enron+40ENRON@ENRON.com]  On Behalf Of Click at Home@ENRON
Sent:	Monday, May 07, 2001 8:20 PM
To:	All Enron Employees United States@ENRON
Subject:	ClickAtHome Portal is HERE!

Version 2.0 of the ClickAtHome Portal is now available!
	Log into www.clickathome.net now, from work or home!

Access the PEP System through the portal!
	Choose your reviewers and fill out your evaluations in the comfort and privacy of your home!

Outlook Web Access and eHRonline will be available SOON!

The ClickAtHome portal is fully customizable for you!
	YOU choose the content on each page, as well as the look and feel!

Note: the ClickAtHome portal must be launched through an Internet Explorer browser, 5.0 or higher.


Gourmet..

-----Original Message-----
From: Bass, Eric [mailto:Eric.Bass@ENRON.com]
Sent: Friday, January 04, 2002 12:36 PM
To: smacfarland@gpch.org; jayandem@earthlink.net; lqcolombo@aol.com; Dad
(E-mail); tommybomb88@hotmail.com; Brown, Billy (CYP);
mballases@hotmail.com
Cc: Jason Bass (E-mail)
Subject: Jason' Bachelor Party

The time has finally come for us to mourn the loss of another one of our
fallen brethren.  Yes Jason Bass, my brother, will be getting married
Feb. 2.  So, with that in mind it is time to set up the festivities for
the bachelor party.

The party will be Saturday, Jan. 19.  I was thinking about taking the
gambling/drinking cruise out of Freeport (about 30 mins south of
Houston) called The Texas Treasure (www.txtreasure.com).  The cost
should run about $50 a person for the cruise - drinks and "gourmet"
dinner included or $35/person for drinks and buffet dinner.  Let me know
which one you would prefer.  I personally prefer the better dinner.
Gambling expenses are not included in the above calculations.

The cruise sails from 7PM - 1AM.

Let me know if you can make it and, if so, what choice of dinner you
would like ASAP so I can make arrangements.

-Eric

**********************************************************************
This e-mail is the property of Enron Corp. and/or its relevant affiliate
and may contain confidential and privileged material for the sole use of
the intended recipient (s). Any review, use, distribution or disclosure
by others is strictly prohibited. If you are not the intended recipient
(or authorized to receive for the recipient), please contact the sender
or reply to Enron Corp. at enron.messaging.administration@enron.com and
delete all copies of the message. This e-mail (and any attachments
hereto) are not intended to be an offer (or an acceptance) and do not
create or evidence a binding and enforceable contract between Enron
Corp. (or any of its affiliates) and the intended recipient or any other
party, and may not be relied on by anyone as the basis of a contract by
estoppel or otherwise. Thank you.
**********************************************************************


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Get your FREE download of MSN Explorer at http://explorer.msn.com


Attached please find the Natural Gas Market  Analysis for today.

Thanks,
Mark
 - 10-19-01 Nat Gas.doc


---------------------- Forwarded by Chris Germany/HOU/ECT on 09/07/2000 03:20
PM ---------------------------

hherzog@columbiaenergygroup.com on 08/01/2000 08:55:15 AM
To: " - *Kevin.Ruscitti@enron.com" <Kevin.Ruscitti@enron.com>, " -
*chris.germany@enron.com" <chris.germany@enron.com>
cc: " - *Herzog, Hans" <hherzog@columbiaenergygroup.com>, " - *Dalphon,
Charles" <cdalpho@columbiaenergygroup.com>, " - *Jones, Donna"
<djones1@columbiaenergygroup.com>, " - *Destephanis, Kara"
<kdestep@columbiaenergygroup.com>, " - *cfrankl2@enron.com"
<cfrankl2@enron.com>, " - *vversen@enron.com" <vversen@enron.com>, " -
*cindy.vachuska@enron.com" <cindy.vachuska@enron.com>, " -
*cora_pendergrass@enron.com" <cora_pendergrass@enron.com>, " -
*mmitche2@enron.com" <mmitche2@enron.com>, " - *scott.goodell@enron.com"
<scott.goodell@enron.com>, " - *steve.gillespie@enron.com"
<steve.gillespie@enron.com>, " - *cgarcia@enron.com" <cgarcia@enron.com>, " -
*despey@enron.com" <despey@enron.com>, " - *joann.collins@enron.com"
<joann.collins@enron.com>, " - *Kinney, Doug"
<dkinney@columbiaenergygroup.com>
Subject: CES Daily for Aug'00 Requirements for 8/1/00 and after

The attached file contains our daily volume requirements for 8/1and  the
following day(s) as listed .    There are three  worksheets labelled as
follows:

'Total Reqs':  Contains the volumes that CES is requesting from Enron at each
of the delivery points and dates indicated in the columns labelled "NOM".
The
Enron schedulers will want to check this sheet to see how much gas is needed
at
a specific point.   The AGL volumes are not timely and should be ignored until
further notice.    CES schedulers note:  the attached file is archived on
P:\Energy Ops\Enron\May_00\Daily\ *.xls, so you don't have to save a duplicate
copy elsewhere on the network.
'Daily Change' :  shows the change (increase +/decrease -) in the daily volume
needed from Enron at the designated citygate delivery point relative to the
supply volumes arranged previously with Enron prior to the current date.  For
the current gas day, the change is an intra-day change and is calculated using
the previous day's volume request for the current day (e.g., If the current
gas
day is 3/28, then the change is computed with respect to the 3/27 request for
3/28.  Note that this procedure assumes that the prior day supply change was
in
fact effectuated).  For tomorrow's gas day and any subsequent ones shown, the
change is computed as the latest Dth Nomination requirement less the
First-of-the-month supply volume plus or minus any adjustments made since the
first-of-the-month to the FOM supply for the (future) days shown.  (e.g., If
today is 3/28, then the change for 3/29, 3/30, etc. is computed with respect
to
the first-of-the-month volumes for those days adjusted for any additional
purchases or sell-backs since the first-of-the-month thru 3/27.)   This sheet
should be useful in determining prices for daily changes in gas volumes that
we
take or turn back.   The column labelled "ENA Daily Swing +/- vs FOM volume'
shows the absolute magnitude of the daily swings allowed by ENA at
pre-specified prices.  Prices for Swing volumes exceeding these magnitudes or
for swings at delivery points without pre-specified pricing must be
negotiated.
'Comments':   Contains comments on selected items on various days.

Hans Herzog
ph: 703 561 6331
fax: 703 561 7317

 - 08-01-00 daily vols.xls


Mark,

Please, tale a look at the attached newsletter. An interesting story on
gaming Cal
PX. Let me know if you have problems opening the document.

Vince

---------------------- Forwarded by Vince J Kaminski/HOU/ECT on 06/23/2000
05:45 PM ---------------------------

Energy Info Source <custsvc@energyinfosource.com> on 06/23/2000 07:24:22 AM
To:
cc:
Subject: Restructuring Today - 6/23

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 - rt000623-EIS.pdf


Please let me know tomorrow if my code change resolved the 25 MW problem for Sunday's schedule.  Thanks.
MRF


Eric:

I spoke earlier today with the banker who led the TECO-Panda financing for Societe Generale (lead arranger with Citi on the $2.2 bill. merchant project financing).  Following is a summary of the call with healthy amount of detail since it may be some time before we have a chance to visit.  Due to confidentialities, Jim could only go so far on some details, so you'll note a number of gaps; however, this should cover many of your questions.  Call upon return after the holiday and we can discuss further.

Also attached - after notes - is an article that should capture many of the financing details.  Given other demands, I've not yet read the article so duplication between the notes and article is inevitable.  A word of caution - PFI details are good but not always accurate so rely principally on the call notes.  I also asked for portions of the Offering Memo. but am doubtful on receiving this.  Distribute further as you see fit.

Summary of Call
This was a merchant financing with both projects (Phoenix and El Dorado, Arkansas) cross-collateralized and x-defaulted - so treated as a single financing.
Approx. 2250 MW per site for total of 4500 MW (with 4 separate units per site).
Sources of funding - Total of $2.8 Bill. ($2.2 Bill in debt and $600 MM in funded equity).  Apparently all of the $600 MM equity was funded at close June 01' [further confirmation is needed].  Of the $2.2 Bill. in debt, $1.7 Bill. was non-recourse and $500 MM was an equity bridge, with recourse to partners.  However, lenders looked principally to TECO's credit backed by several guaranty of equity bridge and fronting of the $600 MM in funded equity.
Partnership - 50/50 in all respects (ie. vote and economics).  However, TECO must have some preferential rights (eg. cash flows etc..) given their substantial commits on the deal.
Term of debt - 2 yrs. construct facility plus 3 yr. mini-perm with bullet at maturity (approx. 8% amortized at maturity).  Five years is the market for merchant deals.  Amortization is 18 yr. mortgage style.  144 A expected form of permanent take-out of term debt.
Leverage - 60% financed by term debt, but approx. 50% debt financed when adding all ancillary facilities and other commits (ie. working capital, letters of credit etc..).  Jim kept details to minimum but further info. is needed here.
Key Ratio was debt service coverage.  Base Case assumed an average DSCR of 3.40X and Min. of 2.40X with cash trapped at 1.75X.  Did not get detail on whether DSCR was both historical and forward looking, but suspect there was some kind of forward test.  Project finance banks typically expect 3.25 to 4.25 DSCR on merchant finance deals.
Leverage, DSCR and structure in general was done based on what is generally required to gain investment grade rating from agencies when permanent take-out is sought.  Additional rating agency requirements can be found on Moody's and S&P web sites.
TECO also will act as operator.  TECO was clearly crucial to deal and at least Soc. Gen. had done prior deals with them (not sure about Citi).  Panda brought TECO into the deals.  Although Panda was a known quantity, Soc. Gen. had no direct project history with them.
Fuel and Power Off take - Lenders looked to extensive an Energy Management Program analysis.  The EMP presumed (by C.O.D.):  50% of fuel and power would be under firm contract, 25% of each would be covered by seasonal swing contracts and remaining 25% would remain merchant.  Intention is a complete match (term and volumes) for fuel and power contracts.  Agency agreements were signed with Noble (1yr. contract) on fuel supply mgt. and Aquilla (2 yr. contract) for managing power sales.  Each buys in name of the projects.  TECO is responsible for overall energy mgt. and coordination between Noble and Aquilla.  Jim said EOD is triggered if fuel and power agreements are not signed in line with E.M. Program by C.O.D.  Lenders got comfortable with lack of fuel and power contracts due to substantial equity commitment (approx. $1.1 Bill.).
Consultants were Pace for fuel supply and overall energy management and RW Beck for power market eval.
Fuel Transport - Much of medium term contracted at close (mix of firm and interruptible capacity) out to 7 yrs.  Lenders looked to new and released capacity to fill non-contracted needs.

 -----Original Message-----
From: 	Young, Steve
Sent:	01 November 2001 22:45
To:	Gadd, Eric
Subject:	RE: Gila Bend
Sensitivity:	Confidential

Will continue to dig.  Thanks for the greater detail on the questions.  I don't expect much but will let you know if anything notable comes of the call.

SY

 -----Original Message-----
From: 	Gadd, Eric
Sent:	01 November 2001 18:35
To:	Young, Steve
Subject:	RE: Gila Bend
Sensitivity:	Confidential

Thanks for the quick response.  The objective at ETS is to arrange a long term gas transportation agreement with the Gila Bend project.  We estimate their requirements to be 386,000 MMBtus/day and understand that El Paso has agreed to provide 100,000 MMBtus/day.  Gila Bend is one of several potential strategic shippers for our project and we are extremely interested in the credit quality of their project, recourse to parents, etc.

Principle risks + mitigants to understand:
Gas supply arrangements
Gas transportation arrangements
Financing arrangements, sources of funds
Power off-take arrangements
Who is the Operator?
Ownership structure, decision-making, etc.
Financial recourse to parents

 -----Original Message-----
From: 	Young, Steve
Sent:	Thursday, November 01, 2001 5:37 PM
To:	Gadd, Eric
Subject:	Gila Bend

I spoke with the project bankers at one of the lead banks (principal underwriters) here in town.  They are scheduling a call for me with the banker who lead the deal on their side.  I will be asking about fuel supply issues, key risks, terms etc.  Forward any additional questions you have and/or provide more specific questions of fuel etc.. and I'll give it a go.  I also asked for the Offering Memo., which will be near impossible to get due to confidentiality issues but will let you know how it goes.  Let's visit about you attending as well.

Steve


---------------------- Forwarded by Andrea Ring/HOU/ECT on 01/08/2001 01:39
PM ---------------------------

Tammi DePaolis@ENRON
01/04/2001 02:43 PM
To: Andrea Ring/HOU/ECT@ECT, Tricia Spence/HOU/ECT@ECT
cc:
Subject: Re: Body Shop Group Exercise Schedule

---------------------- Forwarded by Tammi DePaolis/Corp/Enron on 01/04/2001
02:30 PM ---------------------------

	Ann Mora
	01/04/2001 02:01 PM

To: Tammi DePaolis/Corp/Enron@ENRON
cc:

Subject: Re: Body Shop Group Exercise Schedule

Each quarter I will evaluate the classes (mainly attendance) to see how well
they are performing.  Then I will be able to make adjustments to the schedule
accordingly.  Our goal is to get people to try new things and not just go
back to what they did before.  We have spent a lot of time and money getting
brand new weights, spinning bikes and cardio equipment in here and want you
all to have a chance to try it out.  Just give this schedule a try for a
while when we open and keep me posted with your feedback.  Thanks!
Ann Mora

Tammi DePaolis
01/04/2001 01:56 PM
To: Ann Mora/HR/Corp/Enron@ENRON
cc:

Subject: Re: Body Shop Group Exercise Schedule

Ann, do you think if there is not as many people participating in the
spinning classes at lunch, you would offer additional spinning classes in the
evening?  I noticed there is a spinning class offered every day at lunch but
only one class offered in the evening.   There  are numerous people who were
hoping to enjoy spinning two times a week but due to our work environment we
are only able to work out in the evenings, period.     In addition,  we were
hoping to do Bootcamp the other two remaining evenings, which looks like
right now it is only offered on Monday and previously it was offered both
Monday and  Wednesday.

Is it possible that  if you do not have very much participation for the
"total body conditioning class"  on Tuesday & Thursday you could replace it
with another spin class and another bootcamp class.    Or maybe the "total
body conditioning class" could be moved to  Monday and Wednesday and then it
would free up the studio to have Bootcamp on Tuesday & Thrusday.   Then if
you hopefully add another spin class you could insert it on Monday so you
would be offering an evening spin class both Monday and Wednesday.   That
would be wonderful.

Also do you think before the spin class (s) in the evening  an "ab lab" class
could be added before the beginning of class like at 5:30 pm?

Any feedback you have would be great.   For a lot of us who have to work-out
in the evenings only we hoping to be able to at least do a spin class
acouple of times and then a boot camp a couple of times.     If  there is
enough particiaption for this do you know how long it will take to get set
up?

Thank you for all of you help, comments or suggestons.


Please note that the EWS Budget Meeting scheduled for Tuesday, May 29 has
been rescheduled to Wednesday, May 30 @ 11:00 a.m. in EB30C2.  This change
was necessary due to the Executive Committee meeting moving from Monday, May
28 to Tuesday, May 29 @ 11:00 a.m.

Scheduled EWS Budget Meetings for May

Tuesday, May 22, 2001 @ 11:00 a.m. - EB32C2

Wednesday, May 30 @ 11:00 a.m. - EB30C2

Many Thanks,

Liz Taylor


I will be out of the office on Wed., Thurs. & Fri, 5/30 - 6/1, and will
respond to your email upon my return.  If you need immediate assistance,
please call Ali De Hoyos at x36733.  Thank you.


Greg:

Last summer you had a book on Landstar on your desk.  Do you remember who was trying to peddle them at that point?  We are trying to find a way to get us out of here mostly intact.

dan


no, we are setting records on the # of trades. no counterparty issues at this time

 -----Original Message-----
From: 	Thames, Davis
Sent:	Thursday, October 25, 2001 10:34 AM
To:	Mckay, Brad
Subject:	trade limits

are they curtailing your volumes?  counterparties backing off yet?