Mary,
 I see that Phil Bair from JWorthan has responded to Phil DeMoes concerning 
the bond term.  No comments were made concerning the legal opinion for the 
legal counsel for the bond provider.  I was going to suggest that the 
contract language be modified to provide that the Company had a reasonable 
amount of time at the end of the lst 5 yr bond term to provide a substitute 
bond for the remaining term and that if the Company was able to get a 
replacement bond in place before the expiration of such period, no default 
would occur.  Can you tell from the letter that Phil Bair is proposing if 
their are any other issues that either ENRON or the Bond Provider would have 
concerning the terms of the Bond and the Customer's methods of getting 
funding thereunder.


******************************************************************************
******************************************************************************
******************************************************************************
**********************************************

This was forwarded to me by Phil DeMoes.


Dan,

Take a look at this letter prepared by our surety provider on the PEAK 
pre-pay.  In particular, note the last paragraph.  I'm concerned on the 
unwind if there is a default.   We plan to meet tomorrow with Joe Deffner and 
Breese tomorrow morning.  Are you available?
---------------------- Forwarded by Phil DeMoes/Corp/Enron on 02/22/2001 
11:29 AM ---------------------------


Phil DeMoes
02/21/2001 01:30 PM
To: Mark Breese/HOU/ECT@ECT
cc:  

Subject: PEAK Surety Reference Letter

FYI.
---------------------- Forwarded by Phil DeMoes/Corp/Enron on 02/21/2001 
01:29 PM ---------------------------


"Phil Bair" <pbair@jwortham.com> on 02/21/2001 01:21:17 PM
To: <phil.demoes@enron.com>
cc: <Joseph.Deffner@enron.com> 

Subject: PEAK Surety Reference Letter


Phil-Attached is a first round draft of a reference letter for the PEAK 
project.  Please review and let me know what changes are suggested.

I've made calls to several of the major sureties this morning to re-confirm 
the availability of long term/non-cancellable bonds.  Five years is the 
general ceiling.  We need to be careful  PEAK understands that if the surety 
elects not to renew at the end of the first five years, this does not trigger 
an automatic demand against the bond.  PEAK should already know the issues 
involved from the surety side based on previous negotiations they had with 
other energy marketers when this project was negotiated (without success) 
last fall.  This is not an Enron issue-it goes to commercial availability.

Call me with your comments.  Thanks.

Philip N. Bair
713-346-1378 (Telephone)
713-520-1260 (Telefax)

 - EnronPeak.doc



******************************************************************************
******************************************************************************
******************************************************************************
**********************************************

This was forwarded to me by Jeff Hodge.



	Jeffrey T Hodge
	02/15/2001 08:47 AM
		 
		 To: Dan J Hyvl/HOU/ECT@ECT
		 cc: Mark Breese/HOU/ECT@ECT
		 Subject: PEAK 2001A RFP

Dan:

Can you handle this for Mark?  I have taken a quick run through and one thing 
that I know will cause us problems is the posting of a bond.

Thanks,

Jeff
----- Forwarded by Jeffrey T Hodge/HOU/ECT on 02/15/2001 08:45 AM -----

	Mark Breese
	02/09/2001 10:54 AM
		 
		 To: Jeffrey T Hodge/HOU/ECT@ECT
		 cc: 
		 Subject: PEAK 2001A RFP



February 5, 2001


Mr. Phil DeMoes
ENRON

Subject:   The Public Energy Authority of Kentucky
             2001 Long-term Gas Supply Acquisition Proposal

Dear Mr. DeMoes:

The Public Energy Authority of Kentucky ("PEAK") is a non-profit Joint
Action Agency created under the statutes of the Commonwealth of Kentucky to
provide natural gas supply and associated services to municipal gas systems.
PEAK is requesting proposals from natural gas suppliers for the purpose of
meeting its natural gas supply obligation to existing and new Members.
Using the proceeds of its Series 2001 A Taxable Bonds, PEAK will make a
one-time advance payment to the Supplier, for a supply of natural gas for
delivery at Texas Gas Transmission Zone SL and Tennessee Gas Pipeline Zone 1
for specific daily quantities totaling between 34,000 and 53,000 MMBtu over
a ten-year period (approximately 160Bcf).

Please find the attached detailed information regarding the proposed
transaction to assist with your evaluation.  Specifically, the enclosures
include the following:

1. Term Sheet and Request for Proposal
2. Natural Gas Purchase and Sale Agreement ("GPA") between PEAK and the
Supplier
3. Summary of Daily/Monthly Volumes
4. Spreadsheets indicating the Prepay Calculation

PEAK requests a written response via regular mail, courier service or
electronic response by close of business Friday, February 23, 2001.
Responses should be submitted to:

  Public Energy Authority of Kentucky
  Attn: Gerald Ballinger, President and General Manager
  516 Highland Avenue
  P.O. Box 299
  Carrollton, Kentucky 41008
  Phone:  502-732-0991
  Fax: 502-732-8777
  E-mail: ballinger.peak@mindspring.com

If you have any questions regarding this information, please call or e-mail
as noted above.  PEAK greatly appreciates your interest in this Project and
very much looks forward to your response.

Sincerely,



Gerald L. Ballinger
President & General Manager
 <<PEAK2001 1-18 10yr for RFP.xls>>           <<PEAK2000 GPA
10-23-2000.PDF>>        <<PEAK2001 Term Sheet and RFP.doc>>


Judy Radel, Administrative Assistant
Denver Public Finance Department
Banc of America Securities LLC
1-800-861-4506 or (720) 932-1380
(720) 932-1386 (fax)
CO1-001-01-01




 - PEAK2001 1-18 10yr for RFP.xls
 - PEAK2000 GPA 10-23-2000.PDF
 - PEAK2001 Term Sheet and RFP.doc