Nuclear diversity swap with Select Energy ,
 This is a Llodra deal to be closed by 12/31, which he sent to me and to Shari 
(I think she's travelling today?).  It's supposed to be a physical exchange 
of the capacity and output among several NEPOOL nukes in which we and Select 
own various % entitlements (Seabrook, Pilgrim, Millstone 2 and 3).  I gather 
it's "at par", since there's no real pricing or $ changing hands unless a 
party defaults.  We seem to have a unilateral sale and unilateral purchase 
agrement w/ Select -- David's counterparty -- don't know whether that will 
cause risk problems.  Who should work on this?
Regards,
Janice

EB3861
Assistant General Counsel, Enron North America Corp.
713-853-1794 (Fax:  713-646-4842)
----- Forwarded by Janice R Moore/HOU/ECT on 12/11/2000 11:20 AM -----

	John Llodra@ENRON
	12/11/2000 11:07 AM
		 
		 To: Mark Dana Davis/HOU/ECT@ECT, Paul J Broderick/HOU/ECT@ECT, Edward 
Sacks/Corp/Enron@Enron, Tracy Ngo/PDX/ECT@ECT, Janice R Moore/HOU/ECT@ECT, 
Shari Stack/HOU/ECT@ECT
		 cc: George Wood/Corp/Enron@Enron
		 Subject: Nuclear diversity swap with Select Energy

All:

Attached is a first draft of a term sheet covering a nuclear diversity swap 
between us and Select Energy.

Dana/Paul  -- please give me your thoughts on this, particularly as relates 
to the 15-day outage trigger that would put this agreement on hold until any 
unit that is experiencing an ouage > 15 Business Days returns to service.  
From a risk mitigation standpoint, I think we are well off in that we are 
diversifying one unit with two replacement units (actually three since I am 
proposing Mill 2 for Jan-Mar and then Mill 3 for balance of the year).

Ed/Tracy -- what credit issues if any do you see, keeping in mind that the 
contemplated nuke exchanges would be on a unit contingent basis.

Janice/Shari -- any legal comments or issues?

Please call or email me to discuss.   I am out tomorrow PM and traveling all 
day Wednesday.   I'd like to push this forward rather quickly so we can work 
things out quick enough for this to be effective 1/1/01.

Thanks!!

John
elizabeth.sager@enron.com