At the request of Liz Sager, I am attaching our language with respect our
transfer:

----- Forwarded by Tana Jones/HOU/ECT on 03/15/01 05:56 PM -----

	Elizabeth Sager
	03/15/01 04:44 PM

		 To: Tana Jones/HOU/ECT@ECT
		 cc:
		 Subject: per my vm

----- Forwarded by Elizabeth Sager/HOU/ECT on 03/15/2001 04:44 PM -----

	"JOHN G KLAUBERG" <JKLAUBER@LLGM.COM>
	03/15/2001 10:20 AM

		 To: cyoder@ect.enron.com, Elizabeth.Sager@enron.com
		 cc: chris.calger@enron.com, pboylston@stoel.com
		 Subject: Call with Pirog

** PRIVATE **

Set forth is a brief summary of my call with John Pirog last night.  Overall,
I felt we made a lot of progress.  At the end of the call, Pirog said that
prior to the call he was uncertain whether a deal was possible, but at the
end he said that he thought we could probably work through a number of the
issues and he said he was going to send some sample language for our
consideration on a few of the points.  We said that we would be begin to
modify our draft as well to reflect some of the concepts we spoke about and
that we could then "compare notes."  He said that CDWR viewed the Enron
Contract as an important one and he said he would be back to us fairly
quickly.

Material Regulatory Change Provision.  Pirog said CDWR would be willing to
accept such a provision if it were limited to an event that adversely affects
CDWR's ability to perform under the contract, most particularly its ability
to pay for power.  (Such an event likely would be a CA legislature or
regulatory generated change).  Pirog said he thought that CDWR would agree to
a termination payment if this occurred, although they may not want the MRC to
be characterized as a "default" (which should not be a problem from our
standpoint).   CDWR would not be willing to protect EPMI for a change (e.g.,
in law) that materially affects EPMI's business, but does not adversely
affect CDWR's ability to make payments to EPMI.  (For example, a new CA law
that requires sellers into CA to turn over all their books and records to the
CPUC).  Further, as we anticipated, he said CDWR was not willing to be on the
hook for a termination payment for an event outside its control, such as a
FERC change or Federal Legislation that adversely affects us.  However, he
did say that CDWR might entertain a "no LD walk right" for EPMI if such a
change adversely affected it.  My sense is that ultimately Pirog/CDWR will
back track on that since such a change could occur when our contract is
heavily in the money to CDWR and this would allow us an out without paying
LDs.

Early Walk Provision.  He reiterated that CDWR would not extend the Option.
With respect to the early walk away right that has been offered, it was
discussed that this could be structured in such a way that EPMI could walk
from the deal (without receiving or paying a Termination Payment) up until a
date certain (September 1 and September 30 were mentioned by me as
possibilities, although Pirog said that other suppliers had a shorter window)
(our request is based on the gloomy news that has been eminating from the CA
Treasurer's office about the bond issue), provided that if the bonds were
issued earlier than that, the walk away right would terminate; that is, EPMI
would not be free to walk if CDWR was able to issue bonds with an investment
grade rating prior to the Drop Dead Date.

Termination Payment Due Date.   Pirog said CDWR cannot shorten it from 180
days.  He said all other suppliers have lived with that.  Pirog is
sympathetic to our concerns, but said that the "bond guys" are already
nervous about only having 180 days (if they had to issue bonds to pay the
LDs).

Suspension of Delivery.  Emphasizing our concern with the 180 days, I
requested that CDWR provide some flexibility on our right to suspend
perfromance in the event of an event of default and, perhaps some other
events, such as a bond downgrade.  Pirog said he thought CDWR could work with
us on that.

Downgrade not a Default.  CDWR was not willing to have a bond downgrade an
event of default.  However, he said CDWR would be willing to consider having
a Downgrade Event a "no LD walk right" for EPMI and perhaps an event
justifying EPMI in suspending deliveries.  In other words, a Downgrade Event
would be treated like an Event of Default, but no termination payment would
be owed and EPMI would have the flexibility to suspend performance.  Pirog
also discussed adding a covenant that CDWR would attempt to secure a Credit
Rating with respect to the claims paying ability of the Fund in the event
that no bonds were issued.  That is, if no Bonds were outstanding and the
Fund did not have an investment grade rating, we could terminate, but without
LDs.

Cross Defaults.  This clearly is one of CDWR's hot buttons, and we will not
be able to get this is my sense.  However, when asked about the idea of a
Cross Default Out w/out a termination payment, he stated that he would like
to discuss that further with CDWR.

LD Calculation Methodology.  Pirog said it was very unlikely CDWR would
accept our proposed language.  He said they are striving for consistency
among contracts and said their proposal is viewed as more "objective."  My
sense is that we will need to get comfortable with it in general.

Arbitration.  In general, Pirog did not have a problem, except for the
following: a desire to limit it to contractual claims only (i.e., no tort
actions, extra-contractual disputes, etc. would be subject to it).  Also,
holding hearings in New York City was not well received, and a request was
made that all three arbitrators be neutral.  I would think that the situs
issue will be a big one for Richard Sanders in light of the political
environment if a dispute were to arise.  My general sense, however, is that
this is not a "deal breaker" for CDWR.

Assignment.  In general, he understood the nature of our changes on this
issue and said they were reasonable although he caveated that on this issue
as well they are looking  for some consistency.  We were again asked if
assignment back to the IOUs would be acceptable, even though he knew what our
reaction would be.  Pirog offered to provide us sample language, which we
said we would look at.  We stated that conceptually this would be a difficult
sell in light of the environment.  He did not elaborate on how stringent the
assignment standards are in the other deals.

New Govt Charge Pass Throughs.  A pass through of some governmental charges
was considered to be okay, but he said our proposed language was too broad.
Pirog offered to provide some examples of acceptable language on this.  He di
agre, howeve, that if for example, CA imposed an excess profits tax, that it
was fair for us to be protected from that.

Legal Opinions.  Pirog did not think that a legal opinion from Hawkins would
be forthcoming, although he did say that he would look into whether or not
they would be providing one on the bonds.  Also, he said it was a possibility
that the California Attorney General would issue the opinion on the bonds, so
we might possibly ask for that in lieu of an opinion from Hawkins.
Realistically, it likely will be very difficult to get this before we have to
extend the option; perhaps, we can put in a covenant on CDWR to get us that
before our walk right expires.

Additional CDWR Covenants.  Pirog stated that the additional covenants we
have requested are conceptually okay with him, but need to be discussed
internally with CDWR.

Pro Rata "Spread" Amortization.  Pirog had not reviewed the idea of
amortizing the Credit Amount over the four year term, and said that he would
run it by CDWR.

CDWR Information.  Pirog said he would follow up with CDWR on how often it
plans to give suppliers financial information.  He was resisting our request
for monthly information, although I pointed out that we really only wanted
information that frequently in the beginning of the transaction as things
start to fall into place.

Let me know when you wish to follow up.

John

"This e-mail, including attachments, contains information that is
confidential and it 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 by return mail, e-mail or by phone at 212
424-8125.  The unauthorized use, dissemination, distribution or reproduction
of the e-mail, including attachments, is prohibited and may be unlawful.

John Klauberg
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
212 424-8125
jklauber@llgm.com


Thanks for all your hard work and Happy Birthday!

Today lunch will be provided by Tim Belden and Chris Calger to everyone on
the floor as a thanks for all you've done for Enron this month.  We'll also
celebrate this month's birthdays by having cake/goodies.


Brent Hendry will be leaving early today (around 4:30 p.m.).

He is also taking a half day vacation (p.m.) this Thursday and Friday.

Swap Group:  Due to Brent's schedule, he will be unable to attend the NYMEX
seminar "Intro to NYMEX Products" on Thursday, June 7th, from 1:00 p.m.-4:30
p.m.  If any of you would like to attend in his place, please let me know
ASAP.  I have heard they are hard to get in to.  The location of seminar is
1000 Louisiana, 10th Floor.

Thanks!
Becky
x37599


Martin:

Thanks for the update!  It looks like great progress in being made.

Mark


Please see the attached letter to Feinstein.


This is a follow-up to my voice mail on the MESB claim.  Our draft statement
(still needs final EGA and legal review) is attached.  In addition, a
presentation on the issue (for internal use only) appears at the bottom of
this string of e-mails.  We expect the issue to hit the press modestly
tomorrow.

John

---------------------- Forwarded by John Ambler/ENRON_DEVELOPMENT on
03/01/2001 01:21 PM ---------------------------

Paul Kraske
03/01/2001 03:55 AM
To: Jimmy Mogal/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Atul
Agarwal/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: John Ambler/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT

Subject: Presentation on Misdeclaration for the lenders

I actually have not checked this out yet.  As a result, I would not publish
it further without circling back with the group.  Still, I think it's a good
place to start on the issue.
Paul
---------------------- Forwarded by Paul Kraske/ENRON_DEVELOPMENT on
03/01/2001 03:16 PM ---------------------------

Aman Sachdeva
03/01/2001 02:52 PM
To: Ananda Mukerji/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Mohan
Gurunath/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Robert
Mathis/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Paul
Kraske/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, P
Mohanram/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Venkatesh
Gopalkrishnan/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Heidi
Hellmann/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rajesh
Sivaraman/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:

Subject: Presentation on Misdeclaration for the lenders

Attached please find the presentation on misdeclaration for the lenders.
Robert Mathis has prepared a draft of the letter to the lenders which
essentially discusses most of the points highlighted in the presentation and
thus we might decide not to include the presentation at all.

However I would appreciate your comments at the earliest if we decide to
include the presentation.


Welcome Back!  Please disable your Out of Office Agent.  To disable the
agent, Open your Out of Office profile and select the 'Disable' button.
While you were out, the 'Out of Office' agent notified the following people
of your absence.
"TheLaw.net Corp."
Public Relations
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"Yahoo! Alerts - Stock"
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Enron Announcements
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Mario


pls print.  thanks.
---------------------- Forwarded by Drew Fossum/ET&S/Enron on 03/08/2001
05:59 PM ---------------------------
From: Rod Hayslett/ENRON@enronXgate on 03/08/2001 05:17 PM
To: Michael P Moran/ENRON@enronXgate
cc: Drew Fossum/ET&S/Enron@ENRON

Subject: FW: TGB

Comments?

 -----Original Message-----
From:  Hawkins, Don
Sent: Thursday, March 08, 2001 4:30 PM
To: Hayslett, Rod
Cc: Lowry, Phil
Subject: TGB

Rod, I have an e mail stating that TBG has found sufficient funds for the
bridge financing associated wither E&C activities of the three compressors
stations and that Pete Weidler has agreed to allow E&C to roll the cost of
equipment (compression) into the EPC price.
The compression is to be ordered by ETS on the behalf of GTB.  My question is
which ETS company will the equipment be ordered through?  GTB has made
reference of EAMR in the LOI signed with Solar but I question that statement.

Son


Ken, fyi

Regards
Dave
---------------------- Forwarded by David W Delainey/HOU/ECT on 02/19/2001
10:45 AM ---------------------------

Christopher F Calger
02/17/2001 07:21 PM
To: Christian Yoder/HOU/ECT@ECT, Jeff Dasovich/NA/Enron@Enron, Tracy
Ngo/PDX/ECT@ECT, Bob Badeer
cc: David W Delainey/HOU/ECT@ECT
Subject: CDWR Short-Term Firm Energy Proposal

Attached please find a draft letter to David Freeman.  Please review and
provide any comments.  Jeff, do you have the adress and fax number for the LA
Office?
Tracy, Bob and Christian  -  do you approve?  I intend to send this out
Monday.

Regards,

Chris


Mary,

As Brent Price is out of the country until July & I am travelling out of the
country more frequently, I would like to temporarily designate Susan Harrison
as a signer.  Susan is the Director of our off-system Settlements & Volume
Management groups.  This temporary designation will ensure that we maintain
appropriate signing coverage while Brent & I are unavailable.

Thanks,
Sally


For your info... we have been made aware that the TSA has been amended from
3,081 to 3,000.  We have contacted Kern and they have advised us that there
was a volume allocation problem ( I.E. mistake ) and that the correction
warranted a reduction in the amount allocated capacity. I have formally
expressed our concern with this and although they apologised for the
inconvenience no increase will probably be forthcoming.  They are getting
back to me!

Pls confirm with your companys to verify the volume that was allocated and
advise if it is anything different than 3,000 to 3,081 mcf.   Also, this will
reduce the amount of guarentee required.

Stephanie/Mark... can you review the receipt points and confirm that you are
OK with these and that we will proceed with these points in the agreement.
Gerald, further to our conversation, we await Corps initials on the guarantee
as discussed and If there is any issue's associated with this then I would
like to here asap... please advise.

BT