Transaction Agreement ,
 matt said this got bounced back so this may be duplicate or not.
note the credit event letters (see brian's email to you with electronic 
version) are referenced and attached to the tranaction agreement which el 
paso signed and refer to the swap monetization.
the spread calculations referenced were tied to el paso medium term notes 
that had just been issued as the most comparable public debt with a term 
similar to those of the swap.
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
----- Forwarded by Lisa Mellencamp/HOU/ECT on 04/26/2001 06:41 PM -----

	"Cook, Matt" <mattcook@velaw.com>
	04/26/2001 06:17 PM
		 
		 To: "'richard.sanders@enron.com'" <richard.sanders@enron.com>
		 cc: "Lisa Mellencamp (E-mail)" <lisa.mellencamp@enron.com>
		 Subject: Transaction Agreement



Per Lisa  Mellencamp's request, attached is the electronic version of the 
Transaction  Agreement between East Coast Power and Mesquite.? Two copies of 
the  executed TA along with the Exhibits will be couriered to you  shortly.
?
S. Matthew  Cook
Vinson & Elkins L.L.P.
1001 Fannin, Suite 3307
Houston, TX 77002
Ph:? (713) 758-4530
Fax: (713) 615-5759
?
 - TA.doc
richard.sanders@enron.com