Message-ID: <25593891.1075861906122.JavaMail.evans@thyme>
Date: Tue, 13 Nov 2001 10:33:54 -0800 (PST)
From: lynn.blair@enron.com
To: harry.woodson@enron.com, raetta.zadow@enron.com, larry.berger@enron.com
Subject: FW: NNG Worksheet Jan 2000
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X-From: Blair, Lynn </O=ENRON/OU=NA/CN=RECIPIENTS/CN=LBLAIR>
X-To: Woodson, Harry </O=ENRON/OU=NA/CN=RECIPIENTS/CN=Hwoodso>, Zadow, Raetta </O=ENRON/OU=NA/CN=RECIPIENTS/CN=Rzadow>, Berger, Larry </O=ENRON/OU=NA/CN=RECIPIENTS/CN=Lberger>
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	Harry, have you seen this?  Are you familiar with the info?
	I have a meeting at 3:00 with Dan Fancler, Tracy and Steve Weller
	on the EPPI issues.  Just wondered if you have any detail on
	this attachment I need to understand?  Thanks. Lynn

-----Original Message-----
From: Weller, Steve
Sent: Tuesday, November 13, 2001 10:02 AM
To: Blair, Lynn; Fancler, Dan
Cc: Stage, Michael G.
Subject: FW: NNG Worksheet Jan 2000

Here is Oneok's work on Jan00.  Where do they differ from us?  Steve

-----Original Message-----
From: Rogers, Sherry [mailto:srogers@Oneok.com]
Sent: Tuesday, November 13, 2001 9:09 AM
To: Weller, Steve
Subject: RE: NNG Worksheet Jan 2000

Hey Steve,
Kim and I have been looking at your spreadsheet.  I am attaching our
spreadsheet so you can see how we came up with our numbers.  It looks like
there is a pricing problem on your spreadsheet.  You have a price for
1/18/00 and there isn't pricing for that day.  The Jan00L tab in our
spreadsheet calculates the current invoice.  The Jan00S tab calculates what
we should have paid, inclusive of PPAs.  Kim tells me that our worksheets
are per the contract.  If you have questions, please email me or give me a
call.  Hopefully we can get this worked out as soon as possible.
Thanks!

-----Original Message-----
From: Weller, Steve [mailto:Steve.Weller@ENRON.com]
Sent: Friday, October 26, 2001 8:20 AM
To: Rogers, Sherry
Subject: RE: NNG Worksheet Jan 2000

Sorry - I didn't mean to bug you - good things take time.  Steve

-----Original Message-----
From: Rogers, Sherry [mailto:srogers@Oneok.com]
Sent: Thursday, October 25, 2001 12:50 PM
To: Weller, Steve
Subject: RE: NNG Worksheet Jan 2000

I received both your email and fax.  I haven't had a chance to look at
it
yet.  I am in the middle of my closing cycle.  I'm trying to get the
plant
closed and statements mailed before I can take a look at this.  If I
don't
get closed Harry Woodson won't be a happy camper if I'm not able to
provide
3rd party shrink numbers to him before he has to close.  I realize you
are
trying to pay us $$$$$, but the timing of this issue finally resurfacing
is
bad.  I will look at this as soon as the plant is closed.
Thanks!
Sherry

-----Original Message-----
From: Weller, Steve [mailto:Steve.Weller@ENRON.com]
Sent: Thursday, October 25, 2001 8:04 AM
To: Sherry Rogers (E-mail)
Subject: RE: NNG Worksheet Jan 2000

Sherry:  Did you get the fax?  Does any of it makes sense?  Steve

>  -----Original Message-----
> From: 	Weller, Steve
> Sent:	Tuesday, October 23, 2001 8:27 AM
> To:	Sherry Rogers (E-mail)
> Subject:	NNG Worksheet Jan 2000
>
> Sherry:  This is Jan00 and Jan00A - the "A" means I add all subsequent
> invoice adjustments, so "A" is the one to use.  I'll fax you the
> invoices I'm looking at for Jan00.  If we can make our Jan00
> worksheets agree, the rest should be easy, right?  Steve
>
>  << File: NNG Jan00 plus Index.xls >>

**********************************************************************
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
author


Message-ID: <20139335.1075863400436.JavaMail.evans@thyme>
Date: Wed, 17 Oct 2001 13:26:13 -0700 (PDT)
From: ikemichael21@justice.com
Subject: your urgent reply is needed
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X-From: ike michael <ikemichael21@justice.com>@ENRON
X-To:
X-cc: recipient list not shown: ;@ENRON <??Srecipient list not shown: ;@ENRON>
X-bcc:
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First Bank Plc
First Bank House
Marina Lagos

	 Urgent and confidential.

Dear Sir

I am mr Ike Michael the bills and exchange director at the first
bank of Nigeria plc, I am writing this letter to solicit for support
and assistance from you to carry out this business opportunity in my department.

Lying in an inactive account is the sum of us$30.7million belonging
to a foreign customer(mr James Kelly) who happens to be deceased.
he died with his wife and two children in a plane crash on board an ADC airline
flight at the Egirin river Lagos Nigeria in november 1996.

Ever since he died the bank has been expecting his next of kin to come and claim these fund. To this effect, we can not release the money unless someone applies for it as next of kin, as indicated in our banking guideline.

Unfortunately he has no family member in Nigeria or America who are aware of the existence of the money(as he was a contractor with the federal Republic of Nigeria).

At this juncture i have decided to do business with you in collaboration with officials that matter in the bank, to this effect we solicit your assistance in applying as the next of kin then the money will be released to you. As we do not want this money to go into the bank treasury as an unclaimed bill.

The banking law and guideline stipulates that if such money(s) remains unclaimed for a period of up to four years(5yrs) the money will be transferred into the banks treasury as an unclaimed bill.

Our request for a foreigner as next of kin is occasioned by the fact that the customer was a foreigner and a Nigerian cannot stand as next of kin.

Sir, 20% of the money will be your share as a foreign partner and your assistance to actualise this business 5% for any expenses incured.
Thereafter my partner and i will visit your country with your help once the money hits your account for disbursement according to the percentage indicated.

To effect the immediate transfer of the fund to you as agreed, you must apply first to the bank as the next of kin to the decease, then we will follow up all formalities for the transaction.

Upon receipt of your reply, i will send to you by fax or mail the text of the application, as soon as you receive the text i will further clarify you in other issues as to affect the business.

Await to hear from you

Best Regards

Ike Michael
please copy your reply to ike_michael@hotmail.com

_________________________________________________
FindLaw - Free Case Law, Jobs, Library, Community
http://www.FindLaw.com
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Message-ID: <26036237.1075845065639.JavaMail.evans@thyme>
Date: Fri, 1 Jun 2001 09:49:00 -0700 (PDT)
From: mark.haedicke@enron.com
To: steve.hall@enron.com
Subject: Re: Davis reaffirms that he can't be trusted.
Mime-Version: 1.0
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X-From: Mark E Haedicke
X-To: Steve C Hall
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X-Folder: \Mark_Haedicke_Oct2001\Notes Folders\Sent
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X-FileName: mhaedic.nsf

Glad to have you as an employee of Enron!   Mark

	Steve C Hall/ENRON@enronXgate
	06/01/2001 01:38 PM

		 To: Mark E Haedicke/HOU/ECT@ECT
		 cc:
		 Subject: Davis reaffirms that he can't be trusted.

Mark,
This article confirms your skepticism about the CDWR deal.  Davis is already
planning to violate confidentiality provisions of CDWR contracts signed
earlier this year.  The State of California simply cannot be trusted to honor
its agreements.
Look at Davis's spin on breaching contract provisions:  State negotiators
"worried little about the [confidentiality] clauses" in their haste to sign
the contracts, but now, "administration officials insisted they are
attempting to find a way around the secrecy clauses in long-term contracts."
From here it is a very small step for Davis to justify breaking long-term
contracts once prices go down in a year or two:  "We didn't think a lot about
the prices we were paying at the time because we were just trying to keep the
lights on.  But now we are attempting to find a way around the payment
clause."
* * *
On another note, thank you for meeting with me on Wednesday.  I am thrilled
to be working for Enron.  Meeting with you, Jim Derrick, and others in the
legal department reinforced my decision to join your company.  I am excited
about our prospects for the future and will work hard to continue to add
value and keep your confidence.

Best regards,
Steve

Davis to divulge details of costly energy buys
By Steve Geissinger
SACRAMENTO BUREAU
SACRAMENTO -- Amid mounting attacks on Gov. Gray Davis' energy-crisis
secrecy, administration officials said Thursday they will soon begin
revealing full details of the state's costly, last-minute power purchases
aimed at thwarting blackouts.
The Davis administration told ANG Newspapers that in the next two weeks it
will start disclosing information on the initial, multimillion-dollar
purchases it made on the volatile spot market in January.
In doing so, the administration will begin honoring Davis' promise to reveal
the details after a period of six months or less. The governor said
disclosing the information any earlier would compromise efforts to hold down
power costs.
But there has been a growing chorus of protest of the secrecy from
open-government advocates, consumer activists, Republican lawmakers and
others.
GOP legislators and news agencies have filed separate lawsuits, under the
state's Public Records Act, seeking disclosure of details on about $8 billion
in emergency, short-term purchases and additional billions on less costly,
years-long contracts.
A San Diego Superior Court judge is scheduled to issue initial rulings on the
lawsuits today in San Diego.
On Thursday, the Foundation for Taxpayer and Consumer Rights called on
Californians to phone the governor's office in protest.
"The public has a right to know how our money is being spent and who is
getting it," said Harvey Rosenfield, the group's director.
The governor "won't let us look at them (contracts) to make sure they won't
cause further rate hikes in future years," Rosenfield said.
"It is also important to know how much power he has negotiated for this
summer so we can determine how much it will cost us to stop the blackouts,"
he said. "We believe the governor is refusing to divulge because the
contracts are inflated and contain damaging provisions."
Administration officials dismissed critics' assertions and said that full
disclosure will eventually come when the data is no longer a


Message-ID: <32996360.1075861854373.JavaMail.evans@thyme>
Date: Tue, 13 Nov 2001 09:58:10 -0800 (PST)
From: thomas.padron@gfinet.com
To: larry.may@enron.com
Subject: FW: Jesse Jackson Says Rainbow/PUSH Coalition Wants Role in Enron
	-Dynegy Deal
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X-From: Thomas Padron <Thomas.Padron@GFInet.com>@ENRON
X-To: May, Larry </O=ENRON/OU=NA/CN=RECIPIENTS/CN=LMAY2>
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>  -----Original Message-----
> From: 	Kevin Smith
> Sent:	Tuesday, November 13, 2001 12:55 PM
> To:	Pete Wise; Thomas Padron
> Subject:	Jesse Jackson Says Rainbow/PUSH Coalition Wants Role in
> Enron-Dynegy Deal
>
> Have you seen this...
> November 13, 2001 09:52  Jesse Jackson Says Rainbow/PUSH Coalition Wants
> Role in Enron-Dynegy Deal By Nelson Antosh, Houston Chronicle  Nov.
> 13--Activist Jesse Jackson says the Rainbow/PUSH Coalition intends to be a
> part of the regulatory process leading to the closing of the Enron-Dynegy
> deal.  The organization, which he founded, owns Enron stock and shares in
> several other large Houston-based energy firms.  "Dynegy needs our
> participation to get approval," Jackson said Monday.  The organization's
> interest in the acquisition of Enron by Dynegy is in assuring minority
> inclusion in any possible spinoffs, employment, contract commitments and
> EEOC rulings.  Jackson is here for the first annual energy summit
> conducted by the Houston bureau of the Rainbow/PUSH Coalition Wall Street
> Project. The summit continues today in the Hyatt Regency downtown.  Those
> companies played a role in this conference that suggests they are in touch
> with Jackson already. On Monday he praised Enron head Ken Lay's integrity
> although the Enron executive is on the other end of the political
> spectrum.  Lay and Dynegy's chief executive officer, Chuck Watson, would
> have been at the group's energy summit if it weren't for the announcement
> last week that turned everything topsy-turvy, Jackson said.  The coalition
> opened its Houston bureau in May on Smith Street so it can do research, go
> to annual meetings and distribute information, Jackson said.  Protests and
> boycotts are not part of the plan, said William-Paul Thomas, the bureau
> chief here.  The Rainbow/PUSH Coalition, which Jackson heads, has taken an
> interest in energy and Houston in particular, as demonstrated by his
> appearance at the Offshore Technology Conference here early this year.
> Blacks and Hispanics have been locked out of employment, upper-level
> management and contracts, Jackson said.  Jackson lamented the lack of
> emphasis on energy security now that the nation's attention has turned to
> terrorists and anthrax. He also took the opportunity, in an interview, to
> criticize President Bush's plans for stimulating the economy from the top
> down, with a tax plan that will benefit large corporations to the tune of
> billions of dollars.  "It must be bottom up," Jackson said.  One-third of
> Rainbow/PUSH Coalition's idea for economic stimulation is travel vouchers,
> worth $1,000 each and good for up to six months.  This would help
> employment in the hard-hit travel and vacation industries during the
> holiday season, he said.  -----  To see more of the Houston Chronicle, or
> to subscribe to the newspaper, go to <http://www.chron.com>
>

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Message-ID: <32048769.1075863436707.JavaMail.evans@thyme>
Date: Fri, 10 Aug 2001 14:20:52 -0700 (PDT)
From: j.kaminski@enron.com
To: a..roberts@enron.com
Subject: RE: Computer Equipment
Mime-Version: 1.0
Content-Type: text/plain; charset=us-ascii
Content-Transfer-Encoding: 7bit
X-From: Kaminski, Vince J </O=ENRON/OU=NA/CN=RECIPIENTS/CN=VKAMINS>
X-To: Roberts, Mike A. </O=ENRON/OU=NA/CN=RECIPIENTS/CN=Mrobert>
X-cc:
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Mike,

Great idea.
My son built his own computer. He can help.

Also, we are meeting Greg for 10 mins on Monday.

Vince

 -----Original Message-----
From: 	Roberts, Mike A.
Sent:	Friday, August 10, 2001 1:11 PM
To:	Kaminski, Vince J
Cc:	Stevens, Adam; Pernoud, Christopher
Subject:	Computer Equipment

.

 -----Original Message-----
From: 	"Roberts, Mike A." <Mike.A.Roberts@ENRON.com>@ENRON [mailto:IMCEANOTES-+22Roberts+2C+20Mike+20A+2E+22+20+3CMike+2EA+2ERoberts+40ENRON+2Ecom+3E+40ENRON@ENRON.com]
Sent:	Friday, August 10, 2001 12:35 PM
To:	mrobert@enron.com
Subject:	FW: MM5 box purchase - Ready for Vince

Vince,

The MetBox is performing as per our high expectations - Adam and Chris
got it up and running in an unbelievably short time, we were able to
make a great call on Tropical Storm Barry, the termination of the recent
heat wave, it seems to have resulted in more highly skilful 6-10 day
forecasts already (based on our weekly look-backs), we're getting critical NWS
update information 10 min sooner than the web or outside services, and
are progressing well on internal modelling efforts.

Along that line, we are ready for what we call the MM5 box, really just
a computer built just like the MetBox, but souped up for the specific purpose of being dedicated to
feeding off the MetBox and cranking model scenarios. It will also serve as a backup.

If we bought it from PDI, it would be about 10K, but we (Chris & Adam)
can component together a replica of the MetBox for $3600.

IT says this computer product is too specialized for them to acquire and build.

We do the impossible daily.

If you would like a verbal review, we can get together at your convienence.  Or if the attached .doc and .xls files are sufficient, just give me the word and consider it done.

Mike

...

>  -----Original Message-----
> From: 	Pernoud, Christopher
> Sent:	Friday, August 10, 2001 7:33 AM
> To:	Roberts, Mike A.; Moore, Kevin G.
> Subject:	MM5 box purchase - Ready for Vince
>
> Please see attached word document:
>
>  <<metbox.doc>>  <<metboxout.xls>>  <<mwave invoice.pdf>>
> <<computergiants invoice.pdf>>  [Roberts, Mike A.

**********************************************************************
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.
**********************************************************************
 - metbox.doc << File: metbox.doc >>
 - metboxout.xls << File: metboxout.xls >>
 - mwave invoice.pdf << File: mwave invoice.pdf >>
 - computergiants invoice.pdf << File: computergiants invoice.pdf >>


Message-ID: <26404665.1075851968962.JavaMail.evans@thyme>
Date: Thu, 21 Jun 2001 03:17:00 -0700 (PDT)
From: janine.migden@enron.com
To: richard.shapiro@enron.com, james.steffes@enron.com
Subject: ComEd Rate case - CONFIDENTIAL
Mime-Version: 1.0
Content-Type: text/plain; charset=us-ascii
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X-From: Janine Migden
X-To: Richard Shapiro, James D Steffes
X-cc:
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X-Folder: \Richard_Shapiro_Nov2001\Notes Folders\All documents
X-Origin: SHAPIRO-R
X-FileName: rshapiro.nsf

----- Forwarded by Janine Migden/NA/Enron on 06/21/2001 10:16 AM -----

	Marc Ulrich@EES
	06/20/2001 04:39 PM

		 To: Rogers Herndon/Enron@EnronXGate, James W Lewis/HOU/EES@EES, Jeff
Rudolph/HOU/EES@EES, Scott Stoness/HOU/EES@EES, Gordon Savage/HOU/EES@EES
		 cc: Berney C Aucoin/Enron@EnronXGate, Guy Sharfman/HOU/EES@EES, Janine
Migden/NA/Enron@Enron, Roy Boston/HOU/EES@EES, Harry
Kingerski/NA/Enron@Enron, Jeff Merola@EES, J Ryan Frazier/HOU/EES@EES
		 Subject: ComEd Rate case - CONFIDENTIAL

FYI - As you may have heard, ComEd has filed to raise T&D rates about 37%
(about $5.5/MWh).  If they are granted the full increase in rates, our
existing position will undoubtedly take a hit.  There are 3 potential but
independent effects on our book...

Primary Effect - Assuming all customers have zero CTC, if T&D rates go up
$5.5/MWh on average and we have 8.5million MWh so -$47m hit to the book.
However, we do have customers with positive CTCs that should offset some of
this increase and true impact would likely be around -$12m. Remember this
assumes ComEd get's the full $5.5/MWh increase they're asking for.

Secondary Effect - Assume we still cannot deliver physically in IL.  With
higher distribution rates customers are now more likely to get kicked off PPO
(bc CTC=0) and we're returning them to bundled rates (Illinois State Univ.
problem).  The impact would be about -$21m  [($71 - $76)/MWh * 4.2m MWh =
-$21] if everyone's returned to BBR and we do not deliver.  The formula above
is [(Avg price Customers are paying us - Avg BBR price)*(MWhs for 2005-2010)].

Tertiary Effect - We figure setup a desk to physically deliver and our
delivery service rates are now higher.  We're back to the Primary effect.
However, if we can beat the generation prices embedded in PPO we're likely to
offset that -$12m.

These are not additive effects and should not be summed.  They are worst-case
scenarios under various states of the world.  Also they are rough estimates.
Finally, remember that no book impacts will be made until we understand which
states of the will take place after the final order in April 2002.

I'm working closely with Janine Migden, Roy Boston, Guy Sharfman, and Harry
Kingerski to identify which areas Enron will address in the rate case.

Please do not share this information freely.  We are trying to negotiate with
ComEd for wholesale energy and services and this information could
tremendously hurt our negotiating position.

Please feel free to ask me questions on anything.
Marc Ulrich

Richard Shapiro, James D Steffes
Janine Migden


Message-ID: <9163795.1075845865424.JavaMail.evans@thyme>
Date: Wed, 30 May 2001 13:45:00 -0700 (PDT)
From: ben.jacoby@enron.com
To: steven.krimsky@enron.com
Subject: FW: Attached Files
Cc: kay.mann@enron.com, orshefskyd@gtlaw.com
Mime-Version: 1.0
Content-Type: text/plain; charset=us-ascii
Content-Transfer-Encoding: 7bit
Bcc: kay.mann@enron.com, orshefskyd@gtlaw.com
X-From: Ben Jacoby
X-To: Steven Krimsky
X-cc: Kay Mann, orshefskyd@gtlaw.com@SMTP@enronXgate
X-bcc:
X-Folder: \Kay_Mann_June2001_2\Notes Folders\Discussion threads
X-Origin: MANN-K
X-FileName: kmann.nsf

Steve:

I have forwarded my comments on the Pompano agreement to Kay, and plan to
follow up with her tomorrow. A commercial point that no one has raised with
me is the escalation on the $650k payment. I am not in favor of this. Where
did this come from? Please advise.

Thanks,

Ben

 -----Original Message-----
From:  MedleyB@gtlaw.com@ENRON
[mailto:IMCEANOTES-MedleyB+40gtlaw+2Ecom+40ENRON@ENRON.com]
Sent: Wednesday, May 30, 2001 3:58 PM
To: Jacoby, Ben; Krimsky, Steven; Mann, Kay
Subject: Attached Files

Attached is the draft Developers Agreement for Pompano and Deerfield along
with a draft letter to Larry Deetjen.  I am in the process of redlining the
Zisman draft against the newest version which I will forward momentarily.

_______________________________________________________________
The information contained in this transmission may contain
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and destroy all copies of the original message.

To reply to our email administrator directly, please send an
email to postmaster@gtlaw.com.
 <<ENRON-DEERFIELD AGREEMENT.DOC>>   <<DBEC-Letter to Larry R. Deetjen.DOC>>
 <<EnronPompano Developers Agreement.DOC>>

 - ENRON-DEERFIELD AGREEMENT.DOC
 - DBEC-Letter to Larry R. Deetjen.DOC
 - EnronPompano Developers Agreement.DOC


Message-ID: <15350381.1075852277593.JavaMail.evans@thyme>
Date: Mon, 8 Oct 2001 10:09:53 -0700 (PDT)
From: lisa.mellencamp@enron.com
To: marcus.nettelton@enron.com
Subject: RE: new power
Cc: elizabeth.sager@enron.com
Mime-Version: 1.0
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X-From: Mellencamp, Lisa </O=ENRON/OU=NA/CN=RECIPIENTS/CN=LMELLEN>
X-To: Nettelton, Marcus </O=ENRON/OU=NA/CN=RECIPIENTS/CN=Mnettelt>
X-cc: Sager, Elizabeth </O=ENRON/OU=NA/CN=RECIPIENTS/CN=Esager>
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agree with last point and that is what they are doing.
re 2nd point, they are changing to officer only. if we know, we will tell them.
we went round and round on this and that is compromise. if we don't know and they don't they can't cure and we wouldn't call a default anyway.
re your first point, can you call elizabeth guffy re this and see if we have captured the receivables/inventory we need???? thanks

 -----Original Message-----
From: 	Nettelton, Marcus
Sent:	Monday, October 08, 2001 11:56 AM
To:	Mellencamp, Lisa
Cc:	Sager, Elizabeth
Subject:	RE: new power
Importance:	High
Sensitivity:	Confidential

Lisa

On the General Security Agreement, are we confident in Section 2 (a) that the reference to "sale of goods" that electricity is captured as a "good"?

In Section 13 (a) (iii) time should not start to run from when an executive officer receives knowledge thereof. We should not be put in the position of uncertainty as to when time begins to run. This is an important issue and the monitoring and reporting within NP should accord it the appropriate importance.

In respect of your point 3. below, are acquisitions a real risk/opportunity for NP? In any event I feel we need to be careful about exercising corporate control over NP and should mirror their current corporate governance requirements, rather than impose new requirements. What do you think?

Marcus

 -----Original Message-----
From: 	Mellencamp, Lisa
Sent:	Monday, October 08, 2001 10:40 AM
To:	Eickenroht, Robert; Nettelton, Marcus; Sager, Elizabeth; Tribolet, Michael; Bradford, William S.; 'david.burns@bakerbotts.com'; 'elizabeth.guffy@bakerbotts.com'
Subject:	new power

1. the defn of eligible accounts: UNBILLED-20%, NEW POWER BILLED-80%, UTILITY BILLED-30%
also, the 61 days goes from invoice date.
2. the collateral defn which includes general intangibles and proceeds will stay same.
3. re acquisitions-no change to the way they can approve now re acquisition process, so 70% comes out. (robert-i did talk to bill and michael about and they are ok with as is b and b).
4. amend 7(c) of master agreement to say that they have to provide covenant compliance cert. which says whether or not they have a MAC--right now ways that they have to say they have no MAC. this amendment should survive the replacement collateral period and be for all time. that way they have to tell us only one way or the other and the MAC does not cause an independent default in 2(a) of the master. this is how we think should have worked to begin with consistent with our other masters.
5. keep negative pledge.
6. severance cap: say that no executive deferred compensation or "parachutes" or similar will be paid during the period with our released cash or any other cash unless we are fully margined with cash and they have released the a/r and inventory. they can pay "pay as you go severance" during the period (i.e. no lump sum/ and limited to what the person would have received in monthly salary ordinarily).  they can also pay any other severance stuff (i.e. $ under employment contract )capped at $500,000.
david and elizabeth will turn the docs from last night with some other nits etc. fixed up for last internal look before we send. robert see if we haven't gotten what you have if you would so can keep going.
shout back anyone if disagree with above. have just


Message-ID: <11152756.1075843457042.JavaMail.evans@thyme>
Date: Tue, 1 May 2001 05:40:00 -0700 (PDT)
From: alan.comnes@enron.com
To: karen.denne@enron.com
Subject: LADWP, BC Hydro, Bonneville Accused of Gouging California
Cc: jeff.dasovich@enron.com
Mime-Version: 1.0
Content-Type: text/plain; charset=ANSI_X3.4-1968
Content-Transfer-Encoding: 7bit
Bcc: jeff.dasovich@enron.com
X-From: Alan Comnes
X-To: Karen Denne
X-cc: Jeff Dasovich
X-bcc:
X-Folder: \Jeff_Dasovich_June2001\Notes Folders\All documents
X-Origin: DASOVICH-J
X-FileName: jdasovic.nsf

Karen,

Jeff asked for this for Ken Lay.  The original article had a table of
generators and the amount of gouging by each.  Can you find that for him?  I
can't.

---------------------- Forwarded by Alan Comnes/PDX/ECT on 05/01/2001 12:47
PM ---------------------------

Alan Comnes
05/01/2001 12:38 PM
To: Jeff Dasovich/NA/Enron@Enron
cc:

Subject: LADWP, BC Hydro, Bonneville Accused of Gouging California

---------------------- Forwarded by Alan Comnes/PDX/ECT on 05/01/2001 12:46
PM ---------------------------

Alan Comnes
04/11/2001 02:02 PM
To: seabron.adamson@frontier-economics.com, rcarroll@bracepatt.com,
asettanni@bracepatt.com, Susan J Mara/NA/Enron@ENRON, Tim
Heizenrader/PDX/ECT@ECT, gfergus@brobeck.com
cc:

Subject: LADWP, BC Hydro, Bonneville Accused of Gouging California

The identities refered to in this article apparently relate to Sheffrin's
study.
---------------------- Forwarded by Alan Comnes/PDX/ECT on 04/11/2001 02:08
PM ---------------------------
From: Jeff Dasovich@ENRON on 04/11/2001 11:49 AM CDT
Sent by: Jeff Dasovich@ENRON
To: Alan Comnes/PDX/ECT@ECT, Angela Schwarz/HOU/EES@EES, Beverly
Aden/HOU/EES@EES, Bill Votaw/HOU/EES@EES, Brenda Barreda/HOU/EES@EES, Carol
Moffett/HOU/EES@EES, Cathy Corbin/HOU/EES@EES, Chris H Foster/HOU/ECT@ECT,
Christina Liscano/HOU/EES@EES, Craig H Sutter/HOU/EES@EES, Dan
Leff/HOU/EES@EES, Debora Whitehead/HOU/EES@EES, Dennis Benevides/HOU/EES@EES,
Don Black/HOU/EES@EES, Douglas Huth/HOU/EES@EES, Edward
Sacks/Corp/Enron@ENRON, Eric Melvin/HOU/EES@EES, Erika Dupre/HOU/EES@EES,
Evan Hughes/HOU/EES@EES, Fran Deltoro/HOU/EES@EES, Gayle W
Muench/HOU/EES@EES, Ginger Dernehl/NA/Enron@ENRON, Gordon Savage/HOU/EES@EES,
Harold G Buchanan/HOU/EES@EES, Harry Kingerski/NA/Enron@ENRON, Iris
Waser/HOU/EES@EES, James D Steffes/NA/Enron@ENRON, James W Lewis/HOU/EES@EES,
Jeff Messina/HOU/EES@EES, Jeremy Blachman/HOU/EES@EES, Jess
Hewitt/HOU/EES@EES, Joe Hartsoe/Corp/Enron@ENRON, Karen
Denne/Corp/Enron@ENRON, Kathy Bass/HOU/EES@EES, Kathy Dodgen/HOU/EES@EES, Ken
Gustafson/HOU/EES@EES, Kevin Hughes/HOU/EES@EES, Leasa Lopez/HOU/EES@EES,
Leticia Botello/HOU/EES@EES, Mark S Muller/HOU/EES@EES, Marsha
Suggs/HOU/EES@EES, Marty Sunde/HOU/EES@EES, Meredith M Eggleston/HOU/EES@EES,
Michael Etringer/HOU/ECT@ECT, Michael Mann/HOU/EES@EES, Michelle D
Cisneros/HOU/ECT@ECT, mpalmer@enron.com, Neil Bresnan/HOU/EES@EES, Neil
Hong/HOU/EES@EES, Paul Kaufman/PDX/ECT@ECT, Paula Warren/HOU/EES@EES, Richard
L Zdunkewicz/HOU/EES@EES, Richard Leibert/HOU/EES@EES, Richard
Shapiro/NA/Enron@ENRON, Rita Hennessy/NA/Enron@ENRON, Rosalinda
Tijerina/HOU/EES@EES, Sandra McCubbin/NA/Enron@ENRON, Sarah
Novosel/Corp/Enron@ENRON, Scott Gahn/HOU/EES@EES, Scott Stoness/HOU/EES@EES,
Sharon Dick/HOU/EES@EES, skean@enron.com, Tanya Leslie/HOU/EES@EES, Tasha
Lair/HOU/EES@EES, Ted Murphy/HOU/ECT@ECT, Terri Greenlee/NA/Enron@ENRON, Tim
Belden/HOU/ECT@ECT, Tony Spruiell/HOU/EES@EES, Vicki Sharp/HOU/EES@EES,
Vladimir Gorny/HOU/ECT@ECT, Wanda Curry/HOU/EES@EES, William S
Bradford/HOU/ECT@ECT, Kathryn Corbally/Corp/Enron@ENRON, Jubran
Whalan/HOU/EES@EES, triley@enron.com, Robert C
Williams/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Greg Wolfe/HOU/ECT@ECT, James
Wright/Western Region/The Bentley Company@Exchange, Dirk vanUlden/Western
Region/The Bentley Company@Exchange, Steve Walker/SFO/EES@EES, Jennifer
Rudolph/HOU/EES@EES, wgang@enron.com, Scott Govenar <sgov


Message-ID: <13840602.1075840839083.JavaMail.evans@thyme>
Date: Thu, 29 Nov 2001 07:49:45 -0800 (PST)
From: a..shankman@enron.com
To: louise.kitchen@enron.com, gary.hickerson@enron.com, mary.perkins@enron.com,
	raymond.bowen@enron.com, jeffrey.mcmahon@enron.com
Subject: FW: Status
Mime-Version: 1.0
Content-Type: text/plain; charset=us-ascii
Content-Transfer-Encoding: 7bit
X-From: Shankman, Jeffrey A. </O=ENRON/OU=NA/CN=RECIPIENTS/CN=JSHANKM>
X-To: Kitchen, Louise </O=ENRON/OU=NA/CN=RECIPIENTS/CN=Lkitchen>, Hickerson, Gary </O=ENRON/OU=NA/CN=RECIPIENTS/CN=Ghicker>, Perkins, Mary </O=ENRON/OU=NA/CN=RECIPIENTS/CN=Mperkin>, Bowen Jr., Raymond </O=ENRON/OU=NA/CN=RECIPIENTS/CN=Rbowen>, McMahon, Jeffrey </O=ENRON/OU=NA/CN=RECIPIENTS/CN=Jmcmaho>
X-cc:
X-bcc:
X-Folder: \ExMerge - Kitchen, Louise\'Americas\ESVL
X-Origin: KITCHEN-L
X-FileName: louise kitchen 2-7-02.pst

Please advise.

-----Original Message-----
From: Brownfeld, Gail
Sent: Thursday, November 29, 2001 9:34 AM
To: Mcclellan, George; Haedicke, Mark E.; Shankman, Jeffrey A.;
Mcconnell, Mike
Subject: RE: Status

I agree with George and think that we need to get these guys paid, if possible.

-----Original Message-----
From: Mcclellan, George
Sent: Thursday, November 29, 2001 8:52 AM
To: Haedicke, Mark E.; Shankman, Jeffrey A.; Mcconnell, Mike
Cc: Brownfeld, Gail
Subject: FW: Status

Guys - we have a $50 mm claim riding on this - it would appear that we have nothing but upside - if we lose we won't pay - if we win it's cash to us.  Brobeck is owed $2 mm - and we obviously need to pay the experts as well.

Mark - I need some guidance on this - please advise.  Thanks,

George
-----Original Message-----
From: Markel, Gregory A. [mailto:GMarkel@brobeck.com]
Sent: Thursday, November 29, 2001 8:02 AM
To: Mcclellan, George; Brownfeld, Gail
Subject: Status

We are continuing trial today. Our experts( Seth and Kip) are refusing to
work because they have not been paid.  This obiously will create problems if
we want to pursue our claim ( as we should do).  Thank you for your help in
making all possible efforts that payments.
--------------------------
Sent from my BlackBerry Wireless Handheld (www.BlackBerry.net)

=======================================================
This email message is for the sole use of the intended recipient(s) and may contain confidential and privileged information. Any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient, please contact the sender by reply email and destroy all copies of the original message.
To reply to our email administrator directly, send an email to postmaster@brobeck.com
BROBECK PHLEGER & HARRISON LLP
http://www.brobeck.com


Message-ID: <20797992.1075843947916.JavaMail.evans@thyme>
Date: Wed, 6 Jun 2001 04:59:00 -0700 (PDT)
From: suzanne_nimocks@mckinsey.com
To: mike.mcconnell@enron.com
Subject: EASTMAN: two senior executives to retire in company split
Mime-Version: 1.0
Content-Type: text/plain; charset=us-ascii
Content-Transfer-Encoding: 7bit
X-From: <Suzanne_Nimocks@mckinsey.com>
X-To: mike.mcconnell@enron.com
X-cc:
X-bcc:
X-Folder: \Mark_McConnell_June2001\Notes Folders\Discussion threads
X-Origin: MCCONNELL-M
X-FileName: mmcconn.nsf

----- Forwarded by Suzanne Nimocks/HOU/NorthAmerica/MCKINSEY on 06/06/2001
12:01 PM -----

                     Thomas Seitz
                     06/06/2001          To:     douglas.s.friedman@enron.com
                     08:33 AM            cc:     Ron

Hulme/HOU/NorthAmerica/MCKINSEY@MCKINSEY, Suzanne
                                         Nimocks, Eric

Bradley/HOU/NorthAmerica/MCKINSEY@McKinsey
                                         Subject:     EASTMAN: two senior
executives to
                                         retire in company split

FYI

Eastman has announced senior executives for the two new companies. Looks
like Chitwood will no longer be involved, and Rothwell has a new team.

----- Forwarded by Khush Nariman/HOU/NorthAmerica/MCKINSEY on 06/06/2001
08:08 AM -----
(Embedded image moved to file: pic12193.gif)
Wednesday, June 6, 2001
Source: Associated Press Leased Line

Two senior executives to retire in company split

KINGSPORT, Tenn. (AP) _ Two senior executives will retire as part of a
management restructuring at Eastman Chemical Co. coinciding with the
division of the chemical and plastics giant into two separate companies by
year's end.

Eastman Chairman and CEO Earnest Deavenport Jr. said Tuesday that Dr. James
L. Chitwood and Garland S. Williamson will follow him into retirement on
Dec. 31.

That is the date Eastman Chemical has set for its tax-free spinoff into two
companies _ a specialty chemicals, coatings and adhesives company called
Eastman Co., and a plastics and acetate fibers commodities company yet to
be named.

Chitwood, 58, is senior vice president for corporate strategy and chief
technology officer. Williamson, 57, is senior vice president for worldwide
operations and chief health, safety and environmental officer.

Chitwood has worked for Eastman for 33 years; Williamson for 34 years.
Deavenport cited Chitwood's contributions to research and development and
Williamson's efforts to reduce costs.

"We very much appreciate the contributions these two executives have made
to Eastman," Deavenport said.

Brian Ferguson, who will head the new Eastman Co., said his management team
will include: Betty DeVinney, 56, senior vice president for human resources
and communications; Theresa Lee, 48, senior vice president and general
counsel; Roger Mowen, 55, senior vice president for e-commerce and
marketing, and James Rogers, 50, chief operating and financial officer.

Allan Rothwell, who be CEO of the new plastics spinoff, said David Cotey,
44, will be vice president and general counsel; Richard Johnson, 52, group
vice president for fibers; Fielding Rolston, 60, senior vice president of
human resources; Thomas Smith, 57, group vice president for plastics, and
Albert Wargo, 47, vice president, chief financial officer and treasurer.

Based in Kingsport, Eastman has about 15,000 employees in 30 countries and
2000 sales of $5.3 billion.

Its stock price closed on the New York Stock Exchange at $51.17 Tuesday, up
38 cents.

+-------------------------------------------------------------+
| This message may contain confidential and/or privileged     |
| information.  If you are not the addressee or authorized to |
| receive this for the addressee, you must not use, copy,     |
| disclose or take any action based on this message or any    |
| information herein.  If you have received this me


Message-ID: <30581657.1075844501118.JavaMail.evans@thyme>
Date: Thu, 10 Aug 2000 09:03:00 -0700 (PDT)
From: trena.mcfarland@enron.com
To: sara.shackleton@enron.com, donna.lowry@enron.com
Subject: Re: Foreign Exchange from a US entity
Mime-Version: 1.0
Content-Type: text/plain; charset=us-ascii
Content-Transfer-Encoding: 7bit
X-From: Trena McFarland
X-To: Sara Shackleton, Donna Lowry
X-cc:
X-bcc:
X-Folder: \Sara_Shackleton_Dec2000_June2001_1\Notes Folders\Notes inbox
X-Origin: SHACKLETON-S
X-FileName: sshackle.nsf

---------------------- Forwarded by Trena McFarland/LON/ECT on 10/08/2000
16:05 ---------------------------

Jon Barrett@MGLTD
03/08/2000 08:10
To: GILBERGD@sullcrom.com
cc: Janine Juggins/LON/ECT@ECT, Andrew Cornfield/LON/ECT@ECT, Trena
McFarland/LON/ECT@ECT, Paul Simons/LON/ECT@ECT, Kevin
Rhodes/MGLTD_London/MGLTD@MGLTD, Sid Tipples/MGLTD_London/MGLTD@MGLTD

Subject: Re: Foreign Exchange from a US entity

David

The US entity we're considering at the moment is an FCM, regulated by the
CFTC and which is a member of NYMEX/COMEX. It currently clears the NY
exchanges metals business for the group. It will probably be utilised to
clear the NY exchange energy business following the Enron tie up. It may
assist in clearing CSCE business but is unlikely at this stage to be looking
to be a CSCE exchange member.

It currently has capital of $2 million and subordinated debt of $20 million.
Profits are generally paid out in the form of a dividend so although it may
have a small amount of retained profit it won't be material. Currently it has
about $10 million of regulatory capital requirements.

Depending on your advice, we may consider an un-regulated company with, at
the moment, not very much capital. This latter point could be rectified,
either with subordinated debt or capital injection. The EFP customer
facilities (approximately 50% of the business) may prohibit this.

I hope this is enough info.

Best regards.

Jon

GILBERGD@sullcrom.com on 03/08/2000 03:57:28
To: jbarrett
cc:

Subject: Re: Foreign Exchange from a US entity

Thanks.  I will prepare a memo.  One question on your e-mail -- can you give
me a bit more information about the US entity that will be the FX dealer?
For example, is it currently regulated in any respect?  Is it, or will it be,
engaged in any other businesses?  How large is it in terms of assets or net
worth?  Thanks.  I'll get back to you soon.

>>> <jbarrett@mgltd.com> 08/01 1:32 PM >>>

David

Further to our recent telephone conversation, we would be grateful if you
would
give us a brief written summary on the regulatory and/or legal issues
governing
a US corporation transacting foreign exchange with US and non-US customers. My
basic understanding of our telephone conversation was that, as a non-bank,
neither the Fed, the SEC nor the CFTC have any jurisdiction. However the
Commodities Exchange Act prohibits us from contracting with certain types of
counterparties.

The potential business we are looking at currently covers outright foreign
exchange with counterparties such as banks, securities houses, funds,
corporates
and, possibly, high net worth individuals. The business also covers the
provision of EFP facilities for these customers whereby they ultimately
receive
a currency futures position on the IMM division of the CME or on FINEX. This
latter area is one where, from the Exchanges' points of view, we would
effectively be acting as an executing broker.

I hope this brief description is enough for you to be able to respond but if
you
have any questions or would like further clarification, you can contact me by
e-mail or by telephone on +44 20 7265 5421.

Thank you for your help in this.

Kind regards.

Jon Barrett

The information contained in this e-mail message and any files transmitted
with
it are confidential and may be legally privileged. It is intended only for the
addressee and others authorized to receive it. If you are not the intended
recipient o

Trena McFarland
Sara Shackleton, Donna Lowry


Message-ID: <31737093.1075843928779.JavaMail.evans@thyme>
Date: Wed, 7 Jun 2000 01:49:00 -0700 (PDT)
From: mike.mcconnell@enron.com
To: richard.harper@enron.com
Subject: J-Block
Mime-Version: 1.0
Content-Type: text/plain; charset=us-ascii
Content-Transfer-Encoding: 7bit
X-From: Mike McConnell
X-To: Richard Harper
X-cc:
X-bcc:
X-Folder: \Mark_McConnell_June2001\Notes Folders\All documents
X-Origin: MCCONNELL-M
X-FileName: mmcconn.nsf

Richard,
 Hello from South America.  I am forwarding this email from John regarding
the J-Block problems.  Have you been involved in this?  What are your
thoughts?  If you have any ideas or can provide with some help, please
follow-up.  This is confidential but i thought you could help.  When he
mentioned this, I really couldn't remember much.  Amazing how the memory
fades on some of the details in just a few years.

Mike
---------------------- Forwarded by Mike McConnell/HOU/ECT on 06/07/2000
08:47 AM ---------------------------

John Sherriff
06/06/2000 12:09 PM
To: Jeff Skilling/Corp/Enron@ENRON
cc: Mike McConnell/HOU/ECT@ECT, Richard Lewis/LON/ECT@ECT, Peter
Crilly/LON/ECT@ECT
Subject: J-Block

I mentioned on our conference call on Monday that J-Block has had problems
meeting our nominations from the Judy/Joanne/Janice reservoirs.

Up until recent CATS maintenance shutdown on 15 May, they were making up for
reduced production volumes by nominating to supply gas at the NBP which they
are entitled but not obliged to do.  Since return from outage at the end of
May they have declined to nominate at the NBP.

From 1 January to 15 May, the Sellers use of the NBP delivery option kept
underdeliveries to 350 mmcf (ie one day's maximum quantity) in total.  Since
returning from the maintenance shutdown, underdeliveries have totalled 850
mmcf ( averaging 77mcf/d ).

We believe that following the sharp rise in market prices during the
maintenance period, they have decided to default on the contract rather than
make up deliveries from other sources.   They have an effective cap on the
penalties of about 5 pence per therm (after taking into account the value of
the liquids) and therefore they are not making up the volumes when the daily
price is substantially higher than about 16 pence per therm.

Prior to the CATS shutdown, we had made them a proposal to enable them to
deliver additional volumes at  another alternative to avoid default but they
have not responded yet.

You mentioned that in your negotiations with Phillips they had committed to
getting us all the gas regardless of the cap on the penalties.  This has cost
us about $1.5 million to date and they seem to be institutionalising their
non performance.    Perhaps a phone call by you might help.

By the way I will be in Houston on Thursday and Friday to meet with the
delegation from Croatia and I will probably be tied up the entire time but if
you need me
for a phone call I can break away.

John


Message-ID: <25558360.1075858680009.JavaMail.evans@thyme>
Date: Thu, 25 Oct 2001 07:07:23 -0700 (PDT)
From: c..williams@enron.com
To: d..steffes@enron.com
Subject: RE: SCE Stip and Enron's Receivable
Cc: peggy.mahoney@enron.com, b..sanders@enron.com, mark.koenig@enron.com
Mime-Version: 1.0
Content-Type: text/plain; charset=us-ascii
Content-Transfer-Encoding: 7bit
Bcc: peggy.mahoney@enron.com, b..sanders@enron.com, mark.koenig@enron.com
X-From: Williams, Robert C. </O=ENRON/OU=NA/CN=RECIPIENTS/CN=RWILLIA2>
X-To: Steffes, James D. </O=ENRON/OU=NA/CN=RECIPIENTS/CN=Jsteffe>
X-cc: Mahoney, Peggy </O=ENRON/OU=NA/CN=RECIPIENTS/CN=Notesaddr/cn=6bfc28e1-9b297b26-862566b4-5e89bf>, Sanders, Richard B. </O=ENRON/OU=NA/CN=RECIPIENTS/CN=Rsander>, Koenig, Mark </O=ENRON/OU=NA/CN=RECIPIENTS/CN=Mkoenig>
X-bcc:
X-Folder: \Sanders, Richard B (Non-Privileged)\Sanders, Richard B.\Deleted Items
X-Origin: Sanders-R
X-FileName: Sanders, Richard B (Non-Privileged).pst

I propose that we agree on a number in a confidential side letter with SCE and not include it in the publicly-available stip.

 -----Original Message-----
From: 	Steffes, James D.
Sent:	Thursday, October 25, 2001 7:40 AM
To:	Williams, Robert C.
Cc:	Mahoney, Peggy; Sanders, Richard B.; Koenig, Mark
Subject:	RE: SCE Stip and Enron's Receivable

We have not made public the SCE amount (as far as I'm aware).  We need to make sure that IR is in the loop - I think that Mark Koenig is following this issue.

Jim

 -----Original Message-----
From: 	Williams, Robert C.
Sent:	Wednesday, October 24, 2001 10:36 AM
To:	Steffes, James D.
Cc:	Mahoney, Peggy
Subject:	SCE Stip

Have we disclosed the $125 million SCE number in any other filing that you can recall that is public.  At the FERC maybe?  We are considering including it in our stip to be filed at the CPUC.  Peggy, would this be a problem?


Message-ID: <23446873.1075846210138.JavaMail.evans@thyme>
Date: Thu, 7 Dec 2000 06:09:00 -0800 (PST)
From: suzanne_nimocks@mckinsey.com
To: skean@enron.com
Subject:
Mime-Version: 1.0
Content-Type: text/plain; charset=ANSI_X3.4-1968
Content-Transfer-Encoding: 7bit
X-From: <Suzanne_Nimocks@mckinsey.com>
X-To: <skean@enron.com>
X-cc:
X-bcc:
X-Folder: \Steven_Kean_Dec2000_1\Notes Folders\Archiving\Untitled
X-Origin: KEAN-S
X-FileName: skean.nsf

I thought that you (or some of your colleagues) might find the attached
update on country by country restructuring to be helpful.
----- Forwarded by Suzanne Nimocks/HOU/NorthAmerica/MCKINSEY on 12/07/2000
01:30 PM -----
       Memorandum

    TO:        Adam Lewis
       Alberto Marchi
       Andrew Hertneky
       Andy Steinhubl
       Angela Kuster
       Anjan Asthana
       Antonio Puron
       Antonio Volpin
       Arne Germeyer
       Arturo Vernon
       Ashutosh Shastri
       B. Venki Venkateshwara
       Barbara Fletcher
       Barbara House
       Ben Joyce
       Bernard Minkow
       Bob Edwards
       Bob Felton
       Boris Galonske
       Brian Schofield
       Brian Tulloh
       Buford Alexander
       Carlo Yu
       Carlos Torres
       Carol B White
       Carolyn Loos
       Cecilia Bergman
       Charlie Taylor
       Christoph Brombacher
       Christoph Grobbel
       Claude Genereux
       Corinne Aigroz
       Csilla Ilkei
       Dalila Villar
       Daniel Poller
       Eileen Burnett-Kant
       Enrique de Leyva
       Eric Bartels
       Eric Hanlon
       Eric Lamarre
       Francis Hodsoll
       Franco Magnani
       Francois Lepicard
       Frank-Detlef Drake
       Frank Weigand
       Gerald Klenner
       German Dominguez
       Gerrit van Geyn
       GIANCARLO GHISLANZONI
       Gjermund _ydvin
       Glenn Payne
       Helen Warwick
       Hugo Baquerizo
       Humayun Tai
       Ignacio Quesada
       Intam Rinawati Dewi
       Ivo Bozon
       Jaap Kalkman
       Jan Christer Tryggestad
       Jason Hicks
       Jason Rabbino
       Javier San Felix
       Jeff Walker
       Jessica Ciccone
       Jessica O'Connor-Petts
       Jim Ayala
       Jim Bowen
       Jim Humrichouse
       Jim O'Reilly
       Jim Robb
       Joan Westmoreland
       Joelle Gatineau
       Jon Zagrodzky
       Jonathan Woetzel
       Jorge Fergie
       Jose Federico Castillo
       Jose Maria del Aguila
       Jourik Migom
       Jud Morrison
       Judith Lezaun
       Judy Wade
       Karel Tutein Nolthenius
       Keith . Leslie
       Kelly Kienzle
       Ken Ostrowski
       Kristina Kalinova
       Jyoti Suri
       Lar Bradshaw
       Leonardo Senni
       Leonhard Birnbaum
       Les Silverman
       Linda Mansfield
       Lisa Schwallie
       Luca D'Agnese
       Luis Troyano
       Marcelino Susas
       Marina Ospina
       Mark Ellis
       Marko Schulz
       Marla Aizenshtat
       Matt Rogers
       Menno van Dijk
       Michael Linders
       Michael Morcos
       Mike Juden
       Mike Terry
       Miriam Alvarez
       Nicolas Borges
       Olga Perkovic
       Pablo Toja
       Pankaj Jain
       Pascale Michaud
       Patricia Miller
       Paul Jansen
       Paul Kolter
       Paul LeBrun
       Paul Parfomak
       Pawel Konieczniak
       Per Lekander
       Peter Bisson
       Peter Sidebottom
       Pierre-Yves Ouillet
       Pierre-Yves Roussel
       Pru Sheppard
       Rob Latoff
       Robert Palter
       Robert Samek
       Rodrigo Rubio
       Rogene McCoy
       Roger Abravanel
       Ron Bloemers
       Ruggero Jenna
       Rui De Sousa
       Sally Lindsay
       Scott Andre
       Scott Graham
       Sesha Narayan
       Simon Lowth
       Suzanne Nimocks
       Tera Allas
       Thomas-Olivier Leautier
       Thomas Read
       Thomas R"thel
       Thomas Seitz
       Thomas Vahlenkamp
       Tim Bleakley
       Tommy Inglesby
       Tony Perkins
       Trudy Scott
       Tsun-yan Hsieh
       Valentina Grifo
       Vitaly Negulay

2004 either to sell one business type or
              to set up a separate trust


Message-ID: <6971686.1075845705178.JavaMail.evans@thyme>
Date: Fri, 27 Apr 2001 08:18:00 -0700 (PDT)
From: kay.mann@enron.com
To: edward.sacks@enron.com
Subject: FW: [Fwd: Revised Draft of Entergy/MDEA Interconnection Agreement]
Mime-Version: 1.0
Content-Type: text/plain; charset=us-ascii
Content-Transfer-Encoding: 7bit
X-From: Kay Mann
X-To: Edward Sacks
X-cc:
X-bcc:
X-Folder: \Kay_Mann_June2001_1\Notes Folders\All documents
X-Origin: MANN-K
X-FileName: kmann.nsf

the first couple of pages sort of explains whose on first.
---------------------- Forwarded by Kay Mann/Corp/Enron on 04/27/2001 03:17
PM ---------------------------
From: Reagan Rorschach/ENRON@enronXgate on 04/27/2001 11:30 AM
To: Kay Mann/Corp/Enron@Enron, Edward Sacks/ENRON@enronXgate
cc:

Subject: FW: [Fwd: Revised Draft of Entergy/MDEA Interconnection Agreement]

 -----Original Message-----
From:  Marvin L. Carraway  [mailto:mcarraway@watervalley.net]
Sent: Tuesday, February 27, 2001 12:39 AM
To: Reagan.Rorschach
Subject: [Fwd: Revised Draft of Entergy/MDEA Interconnection Agreement]

Return-Path: mgriffen@morganlewis.com
Received: from coldscn02.morganlewis.com ([12.104.97.122] verified) by
watervalley.net (Stalker SMTP Server 1.8b8) with SMTP id S.0000039933 for
<mcarraway@watervalley.net>; Mon, 26 Feb 2001 09:16:47 -0600
Received: from 131.254.253.172 by coldscn02.morganlewis.com with ESMTP (
WorldSecure Server SMTP Relay(WSS) v4.5); Mon, 26 Feb 2001 10:18:18 -0500
X-Server-Uuid: 76d36b76-3d48-11d4-a2af-00508bc764a5
Subject: RE: Revised Draft of Entergy/MDEA Interconnection Agreement
To: "Blair, Bonnie" <bblair@thompsoncoburn.com>
cc: "Blair, Bonnie" <bblair@thompsoncoburn.com>, cpuadmin@clarksdale.com,
fnorton@morganlewis.com, mcarraway@watervalley.net, oburke@entergy.com,
priest@yazoopsc.org, ttownse@entergy.com
X-Mailer: Lotus Notes Release 5.0.3  March 21, 2000
Message-ID: <OFB18D22B6.B3725DB4-ON852569FF.0053B746@co.mlb.com>
From: mgriffen@morganlewis.com
Date: Mon, 26 Feb 2001 10:16:38 -0500
X-MIMETrack: Serialize by Router on COLDGTW01/SVR/MLBLaw(Release 5.0.3 |March
21, 2000) at 02/26/2001 10:16:40 AM
MIME-Version: 1.0
X-WSS-ID: 1684AC30338188-01-01
Content-Type: multipart/mixed;
boundary="0__=852569FF0053B7468f9e8a93df938690918c852569FF0053B746"
Content-Disposition: inline
X-Mozilla-Status2: 00000000

Sorry about that; some got the attachment but others didn't.  Here it is
again.  If this one fails too, please let me know and I'll have a copy
messengered over.

Thanks.

Mike Griffen
Morgan Lewis
(202) 467-7257

(See attached file: MDEA_IOA_2-25-01.doc)

                    "Blair, Bonnie"
                    <bblair@thompsonc        To:
"'mgriffen@morganlewis.com'"
                    oburn.com>               <mgriffen@morganlewis.com>,
"Blair, Bonnie"
                                             <bblair@thompsoncoburn.com>,
                    02/26/01 10:08 AM        cpuadmin@clarksdale.com,
                                             mcarraway@watervalley.net,
priest@yazoopsc.org
                                             cc:     ttownse@entergy.com,
oburke@entergy.com,
                                             fnorton@morganlewis.com
                                             Subject:     RE: Revised Draft
of Entergy/MDEA
                                             Interconnection Agreement

Hi, Mike - - I received your e-mail, but the revised draft agreement was
not
attached, just two versions of your cover note.  Please resend.  Thanks.
Bonnie

-----Original Message-----
From: mgriffen@morganlewis.com [mailto:mgriffen@morganlewis.com]
Sent: Sunday, February 25, 2001 9:00 PM
To: bblair@thompsoncoburn.com; cpuadmin@clarksdale.com;
mcarraway@watervalley.net; priest@yazoopsc.org
Cc: ttownse@entergy.com; oburke@entergy.com; fnorton@morganlewis.com
Subject: Revised Draft of Entergy/MDEA Interconnection Agreement

**********************************************************************
Please note that the M


Message-ID: <20558719.1075863288573.JavaMail.evans@thyme>
Date: Mon, 12 Nov 2001 10:40:16 -0800 (PST)
From: gayle.c.hayter@conoco.com
To: j.kaminski@enron.com
Subject: RE: FW: Houston Energy Group Speaker Invitation (Wednesday, Novem
	ber 14)
Cc: mary.ellen.coffey@chase.com
Mime-Version: 1.0
Content-Type: text/plain; charset=us-ascii
Content-Transfer-Encoding: 7bit
Bcc: mary.ellen.coffey@chase.com
X-From: "Hayter, Gayle C." <Gayle.C.Hayter@conoco.com>@ENRON
X-To: Kaminski, Vince J </O=ENRON/OU=NA/CN=RECIPIENTS/CN=VKAMINS>
X-cc: 'mary.ellen.coffey@chase.com'
X-bcc:
X-Folder: \VKAMINS (Non-Privileged)\Kaminski, Vince J\Inbox
X-Origin: Kaminski-V
X-FileName: VKAMINS (Non-Privileged).pst

Vince, the hints you requested are below in Mary Ellen's message.
Mary Ellen is the Vice Chair of the Houston Energy Group and has been most
gracious on short notice in providing a large conference room at the
JPMorgan Chase Center.
Thank you, Mary Ellen, and thank you, Vince for agreeing to speak.  See you
there.
Gayle
ph 281-293-3594

-----Original Message-----
From: Mary.Ellen.Coffey@chase.com [mailto:Mary.Ellen.Coffey@chase.com]
Sent: Friday, November 09, 2001 4:34 PM
To: Hayter, Gayle C.
Subject: Re: FW: Houston Energy Group Speaker Invitation (Wednesday,
November 14)

Gayle,

Apologies for the delay in responding to your message.

I will have the LDC projector and an overhead projector available.  I
suggest that Vince arrive around 10:30 -10:45 a.m. and I will plan to be at
the location to assist him.

The exact address is:  JPMorgan Chase Center, 601 Travis, 18th floor.

Parking is available in that building with entrances on Travis, Texas and
Capital.  The garage elevators bring you to the lobby level.  A Security
Guard Station is on the lobby level where check-in is required before
proceeding to the 18th floor lounge where the meeting will take place.  The
Security Guard will have Vince's name and will allow him access.

I can be reached that morning by cell phone at 832-752-6257.

Hope this is all the info needed, but if not, let me know.  See you on
Wednesday.

Regards,
mecoffey

"Hayter, Gayle C." <Gayle.C.Hayter@conoco.com> on 11/07/2001 02:01:38 PM

To:   Mary Ellen Coffey/CHASE@CHASE
cc:
Subject:  FW: Houston Energy Group Speaker Invitation (Wednesday, November
               14)

Mary Ellen, please help me provide Vince with the answers he needs (below)
for the Nov 14 meeting.  Also he's listed his equipment needs for the
presentation.  Thank you for providing the room.  You are so good to us!
Gayle

-----Original Message-----
From: Vince.J.Kaminski@enron.com [mailto:Vince.J.Kaminski@enron.com]
Sent: Wednesday, November 07, 2001 9:29 AM
To: Hayter, Gayle C.
Cc: vkaminski@aol.com; Shirley.Crenshaw@enron.com
Subject: RE: Houston Energy Group Speaker Invitation (Wednesday,
November 14)

Gayle,

I need an LDC projector and an overhead projector as a backup.
My PowerPoint  presentation will be on a PC. I shall come early
to test the equipment.

Please give me a few hints:

- exact address
- best parking lot for the building
- how to contact you on arrival.

Vince

    -----Original Message-----
   From:   "Hayter, Gayle C." <Gayle.C.Hayter@conoco.com>@ENRON
   Sent:   Tuesday, November 06, 2001 2:48 PM
   To:     Kaminski, Vince J
   Subject:  RE: Houston Energy Group Speaker Invitation (Wednesday,
             November          14)

   Please let me know what equipment you will need for your presentation,
   so it
   will be available in the room in advance.  The location has changed to
   the
   18th floor at the Chase Center. I'll forward the address.  All else
   remains
   the same. Thank you.
   Gayle

   -----Original Message-----
   From: Vince.J.Kaminski@enron.com [mailto:Vince.J.Kaminski@enron.com]
   Sent: Friday, November 02, 2001 12:54 PM
   To: Hayter, Gayle C.
   Cc: vkaminski@aol.com
   Subject: RE: Houston Energy Group Speaker Invitation (Wednesday,
   November 14)

   Gayle,

   I got home quite late last

00 so
   I
         should
         have


Message-ID: <32205691.1075859579528.JavaMail.evans@thyme>
Date: Tue, 20 Feb 2001 06:21:00 -0800 (PST)
From: elizabeth.sager@enron.com
To: marcus.nettelton@enron.com, richard.sanders@enron.com
Subject: MPLP PPA Dispute
Mime-Version: 1.0
Content-Type: text/plain; charset=us-ascii
Content-Transfer-Encoding: 7bit
X-From: Elizabeth Sager
X-To: Marcus Nettelton, Richard B Sanders
X-cc:
X-bcc:
X-Folder: \Elizabeth_Sager_Jun2001\Notes Folders\All documents
X-Origin: Sager-E
X-FileName: esager.nsf

fyi
----- Forwarded by Elizabeth Sager/HOU/ECT on 02/20/2001 02:20 PM -----

	"JOHN G KLAUBERG" <JKLAUBER@LLGM.COM>
	02/18/2001 05:46 PM

		 To: Elizabeth.Sager@enron.com
		 cc:
		 Subject: MPLP PPA Dispute

PRIVILEGED AND CONFIDENTIAL: ATTORNEY WORK PRODUCT
DO NOT DISTRIBUTE

Elizabeth:

I looked through the CMS PPA on my return flight to NY.  While I think we
should walk through the various contractual provisions over the phone, I
nonetheless thought it might be of some help to set forth a few preliminary
focal points for those discussions, particularly if you don't get to this for
a few days.  I thought it made sense to contemporaneously record some
comments as I was thinking through some of the issues/positions.  Also, I'll
have to run down the conflict issue when I get back into the office, but I
thought I could generally review the PPA in any event.

In addition, I did not know whether it was ENA's or Dynegy's obligation to
work on a response to CMS, but I thought it made some sense to see what one
might look like on paper.  (See  attached).  At this point, however, I'm not
sure whether MPLP should furnish any specific contract-based rationale in
writing to CMS as to MPLP's position that the capacity charges should be
adjusted on a calendar year basis.  You will note that the draft letter
focuses on the language dealing with the adjustment formula to the Contract
Capacity Factor (which clearly is done on a calendar year basis), rather than
the scheduled changes to the stated capacity charges set forth on Exhibit D.
As noted below, there are some issues underlying this position.

Preliminary Overall Assessment

The PPA essentially is inconsistent on the capacity charge adjustment issue.
While many of the relevant computations are done on a calendar year
basis--which generally supports MPLP's position--the effect of adjusting the
stated capacity charges on a calendar year basis results in two anomalies:
namely, the stated capacity charge (on Exhibit D) for "Year 1" only would
apply for 3 months, but even more importantly, the capacity charge (on
Exhibit D) for "Year 35" would apply for the last 21 months of the Contract
Term.  The anomaly "running in the other direction" is that, under CMS's
interpretation, various computations would be made on a calendar year basis
(e.g., Contract Capacity Factor), and adjustments resulting therefrom would
be applied "mid-stream" (i.e., after 3 months of the alleged "contract year"
).  My overall concern is that an arbitrator may focus on the anomaly
(described above) that results by applying Exhibit D using a calendar year
concept (i.e., the 21 month "Year 35" issue) since that is a fairly easy
concept to get your arms around..

More Information/Diligence/Research

Before a definitive conclusion on the issue can be made, we likely would want
to review or undertake, as the case may be, some additional
information/diligence/research, such as (which I assume we could generally
obtain from the Michigan regulatory counsel referenced in the e-mail you
forwarded):

--The Michigan PUC presumably approved the PPA (prior to the first amendment)
in a published Order.  Was there anything in that Order or the submissions
(or exhibits thereto, including financial projections) that might provide
some guidance?

--My guess is that there must be other CMS QF PPAs with the same type of
pricing structure since this issue essentially would arise in every instance
where the

Elizabeth Sager
Marcus Nettelton, Richard B Sanders

confidential
do not distribute
privileged


Message-ID: <900850.1075859919891.JavaMail.evans@thyme>
Date: Mon, 10 Apr 2000 11:06:00 -0700 (PDT)
From: mark.taylor@enron.com
To: allison.navin@enron.com, cynthia.sandherr@enron.com
Subject: Re: Washington
Mime-Version: 1.0
Content-Type: text/plain; charset=us-ascii
Content-Transfer-Encoding: 7bit
X-From: Mark Taylor
X-To: Allison Navin, Cynthia Sandherr
X-cc:
X-bcc:
X-Folder: \Mark_Taylor _Dec_2000\Notes Folders\All documents
X-Origin: Taylor-M
X-FileName: mtaylor.nsf

Allison -  I don't think they were expecting Cynthia to attend these meetings
with me - there will only be one representative from each of the three
companies.  I did want her to know what meetings had been set up for me
though and to know I was in town that day in case she wanted me to see anyone
else.  My flight out isn't until after 7:00 pm. and I assume that the Luken
meeting will be over around 3:00.

	Enron North America Corp.

	From:  Cynthia Sandherr @ ENRON                           04/10/2000 01:52 PM

Sent by: Allison Navin@ENRON
To: Mark Taylor/HOU/ECT@ECT
cc:
Subject: Re: Washington

Mark - Cynthia is out of town today, but I let her know that you are coming
to town and she is more than happy to attend these meetings with you.  She
will be at 1301 Longworth for the Weston meeting at 9:30 a.m. on Wednesday.
Would you mind letting me know who else will be attending the meetings so I
can let Cynthia know?  Thanks.

Allison Navin
202-466-9141

	From:  Mark Taylor @ ECT                           04/10/2000 12:38 PM

To: Cynthia Sandherr/Corp/Enron@ENRON
cc:

Subject: Washington

FYI
---------------------- Forwarded by Mark Taylor/HOU/ECT on 04/10/2000 11:37
AM ---------------------------

RAISLERK@sullcrom.com on 04/10/2000 11:35:56 AM
To: mark.taylor@enron.com, lanced@kochind.com, mgoldstein@sempratrading.com
cc:
Subject: Washington

Our schedule for Washington on Wednesday, April 12 is as follows:

9:30 a.m.
Ryan Weston
House Agricultural Committee
1301 Longworth
House Office Building
Tel: (202) 225-2171

11:30 a.m.
Chairman Rainer
Commodity Futures Trading Commission
1155 21st Street, N.W.
Tel: (202) 418-5030

2:00 p.m.
Walt Luken
825 Hart Senate Office Building
Tel: (202) 224-7444

Since we are coming from different directions, I suggest we meet at Ryan
Weston's office, 1301 Longworth at 9:30.

----------------------------------

This e-mail is sent by a law firm and contains information
that may be privileged and confidential. If you are not the
intended recipient, please delete the e-mail and notify us
immediately.

Allison Navin, Cynthia Sandherr
Mark Taylor


Message-ID: <12597230.1075858816375.JavaMail.evans@thyme>
Date: Mon, 8 Oct 2001 12:51:23 -0700 (PDT)
From: susan.bailey@enron.com
To: sara.shackleton@enron.com
Subject: RE: ISDA Master Agreement - First Union
Mime-Version: 1.0
Content-Type: text/plain; charset=us-ascii
Content-Transfer-Encoding: 7bit
X-From: Bailey, Susan </O=ENRON/OU=NA/CN=RECIPIENTS/CN=SBAILE2>
X-To: Shackleton, Sara </O=ENRON/OU=NA/CN=RECIPIENTS/CN=Sshackl>
X-cc:
X-bcc:
X-Folder: \SSHACKL (Non-Privileged)\Shackleton, Sara\Inbox
X-Origin: Shackleton-S
X-FileName: SSHACKL (Non-Privileged).pst

Sara,

All that you asked me to provide to Vijay was our form of Paragraph 13, which did not include any credit terms.  Essentially, we provided them with a "sample" of the what Paragraph 13 would look like minus the credit terms.

So the other task must have been with your assistant.

Susan
 -----Original Message-----
From: 	Shackleton, Sara
Sent:	Monday, October 08, 2001 2:48 PM
To:	Bailey, Susan
Subject:	FW: ISDA Master Agreement - First Union

Susan: I can't remember whether I asked you to send the proposed Par. 13 to Tanya (or maybe I asked my assistant).  Please remind me.  Thanks.

 -----Original Message-----
From: 	"Suchdev, Vijay" <vijay.suchdev@funb.com>@ENRON
Sent:	Monday, October 08, 2001 2:15 PM
To:	Bailey, Susan
Cc:	Shackleton, Sara
Subject:	RE: ISDA Master Agreement

First Union Securities, Inc.

Sara and Susan,

I was just wondering whether you've received credit terms to include in the
Credit Support Annex Paragraph 13.  Once we receive these terms, I will
immediately consult my Credit Dept. and respond.

Thanks,

Vijay

	-----Original Message-----
	From:	Bailey, Susan [SMTP:Susan.Bailey@enron.com]
	Sent:	Friday, October 05, 2001 12:02 PM
	To:	Suchdev, Vijay
	Cc:	Shackleton, Sara
	Subject:	RE: ISDA Master Agreement

	Vijay,

	I have not received anything.  However, Sara may have--but she is
out of
	the office today and will be back on Monday.

	Have a pleasant weekend.

	Susan

	Susan S. Bailey
	Enron North America Corp.
	1400 Smith Street, Suite 3803A
	Houston, Texas 77002
	Phone: (713) 853-4737
	Fax: (713) 646-3490
	Email: Susan.Bailey@enron.com

	-----Original Message-----
	From: Suchdev, Vijay [mailto:vijay.suchdev@funb.com]
	Sent: Friday, October 05, 2001 10:52 AM
	To: Bailey, Susan
	Cc: Shackleton, Sara
	Subject: RE: ISDA Master Agreement

	First Union Securities, Inc.

	Sara and Susan,

	Thank you for sending your draft Paragraph 13.  I've looked it over
and
	wanted to follow up on whether you've received terms from your
Credit
	Dept.

	Thanks,

	Vijay K. Suchdev
	Vice President
	Equity Derivatives
	First Union Securities, Inc.
	Telephone: (212) 909-0951
	Facsimile: (212) 891-5042
	email: vijay.suchdev@funb.com <mailto:vijay.suchdev@funb.com>

		-----Original Message-----
		From:	Bailey, Susan [SMTP:Susan.Bailey@enron.com]
		Sent:	Wednesday, September 26, 2001 12:12 PM
		To:	vijay.suchdev@funb.com
		Cc:	Shackleton, Sara
		Subject:	FW: ISDA Master Agreement

		Mr. Suchdev,

		Attached is our sample form of Paragraph 13, which
supplements
	the
	ISDA
		Credit Support Annex boilerplate.   Once Credit has
furnished us
	with
		the terms under a Credit Worksheet, we will be able to
provide a
	version
		which includes the credit features.

		Hope this helps in the interim.

		 <<sample paragraph 13.doc>>

		Susan S. Bailey
		Enron North America Corp.
		1400 Smith Street, Suite 3803A
		Houston, Texas 77002
		Phone: (713) 853-4737
		Fax: (713) 646-3490
		Email: Susan.Bailey@enron.com

		>  -----Original Message-----
		> From: 	Shackleton, Sara
		> Sent:	Wednesday, September 26, 2001 10:57 AM
		> To:	Bailey, Susan
		> Cc:	Rohauer, Tanya
		> Subject:	FW: ISDA Master Agreement
		>
		> Susan:  While Tanya is reviewing credit, can you please
send a
	"blank
		> form Paragraph 13" for this master.  Just our standard.
	Caveat:
		> subject to credit review even though there are blanks.
	Thanks.
	Sara
		>
		>  -----Original Message-----
		> From: 	"Such

1400 Smith Street,
1400 Smith Street, Suite 3803


Message-ID: <21277349.1075845915003.JavaMail.evans@thyme>
Date: Tue, 19 Dec 2000 05:37:00 -0800 (PST)
From: roseann.engeldorf@enron.com
To: kay.mann@enron.com
Subject: Re: South America Turbine Transfer Documents
Mime-Version: 1.0
Content-Type: text/plain; charset=us-ascii
Content-Transfer-Encoding: 7bit
X-From: Roseann Engeldorf
X-To: Kay Mann
X-cc:
X-bcc:
X-Folder: \Kay_Mann_June2001_3\Notes Folders\Off balance sheet_form contracts
X-Origin: MANN-K
X-FileName: kmann.nsf

See attached.

Rose
----- Forwarded by Roseann Engeldorf/Corp/Enron on 12/19/2000 01:37 PM -----

	"Bunk, Sean" <seanbunk@akllp.com>
	12/09/2000 04:28 PM

		 To: <mary.kimball@enron.com>, <roseann.engeldorf@enron.com>,
<toxley@winston.com>, <mgocker@enron.com>, <mary.cilia@enron.com>
		 cc: "Taylor, Rob" <robtaylor@akllp.com>, "Popplewell, Tom"
<tompopplewell@akllp.com>, "Seve, Paul" <paulseve@akllp.com>, "Porto,
Frederico" <fredericoporto@akllp.com>
		 Subject: Re: South America Turbine Transfer Documents

Attached please find revised drafts of the Purchase Option Assignment
and Assumption Agreement [LM6000] and the Purchase Option Assignment and
Assumption Agreement [MHI Turbines].  Both a clean copy and a copy
blacklined to show the changes from the prior version are attached.

Please feel free to call me if you have any questions.

~~~~~~~~~~~~~~~~~~~
Sean Bunk
Andrews & Kurth L.L.P.
600 Travis St., Suite 4200
Houston, Texas  77002
Tel.:  713.220.4427
Fax.: 713.238.7252
e-mail: seanbunk@andrews-kurth.com

This e-mail is privileged and confidential and is intended only for the
recipient(s) named above.  If you are not the intended recipient, please
(i) do not read, copy, use or disclose the contents hereof to others
(any of the foregoing being strictly prohibited), (ii) notify the sender
immediately of your receipt hereof, and (iii) delete this e-mail and all
copies of it.

 <<Blackline 593669 (MHI Assignmt - Riogen).DOC>>  <<Blackline 594318v2
to v1 (LM6000 Assignment - Riogen).DOC>>  <<Purchase Option
(LM6000-South America).DOC>>  <<MHI Purchase Option.DOC>>
 - Blackline 593669 (MHI Assignmt - Riogen).DOC
 - Blackline 594318v2 to v1 (LM6000 Assignment - Riogen).DOC
 - Purchase Option (LM6000-South America).DOC
 - MHI Purchase Option.DOC


Message-ID: <1659084.1075845706385.JavaMail.evans@thyme>
Date: Mon, 30 Apr 2001 04:29:00 -0700 (PDT)
From: kay.mann@enron.com
To: ccampbell@kslaw.com
Subject: RE: Delta Documents
Mime-Version: 1.0
Content-Type: text/plain; charset=ANSI_X3.4-1968
Content-Transfer-Encoding: quoted-printable
X-From: Kay Mann
X-To: "Campbell, Carolyn" <CCampbell@KSLAW.com>
X-cc:
X-bcc:
X-Folder: \Kay_Mann_June2001_1\Notes Folders\All documents
X-Origin: MANN-K
X-FileName: kmann.nsf

Please confirm absolutely that fax signatures will be sufficient. =20

I need the address of where to send the membership certificate.  There is n=
ot=20
enough time for the document to pass back through Houston if the Portland=
=20
team wants to sign the documents.=20

Kay

"Campbell, Carolyn" <CCampbell@KSLAW.com> on 04/30/2001 11:21:59 AM
To: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>
cc: =20

Subject: RE: Delta Documents

Kay:

The original membership certificate needs to be in the lender's hands (i.e.=
,
Isabel Parker's office) on Wednesday in order to release escrow.  If you
have the original to me by Tuesday, I can forward it to Isabel by overnight
delivery for Wednesday.  It must be an original, in that the lender's lien
on the membership interest is not perfected without possession of the
original certificate.  With respect to the remaining documents, fax copies
of signature pages on the closing date should be sufficient.

Carolyn M. Campbell
King=01;& Spalding=20
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>=20
=01;

-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Monday, April 30, 2001 11:20 AM
To: Campbell, Carolyn
Subject: RE: Delta Documents

The problem is in getting the original in their hands (where?) by tomorrow.
Does it have to be an original?

Kay

"Campbell, Carolyn" <CCampbell@KSLAW.com> on 04/30/2001 11:04:21 AM

To:   "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>
cc:

Subject:  RE: Delta Documents

Kay:

Can we at least get the membership certificates signed by Tuesday?  This
seems to be the only document required in advance of closing.  If we can't
get the 80% membership interest certificate in the lender's possession on
the closing date, then there is a lien perfection issue for them to deal
with, and I thought we could accommodate their request and avoid the
problem
altogether.  Please advise, as Greg and Isabel will be calling within an
hour or so to finalize the mechanics on this.  Thanks.

Carolyn M. Campbell
King=01;& Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Monday, April 30, 2001 10:40 AM
To: Campbell, Carolyn
Subject: Re: Delta Documents

I've asked GE for the LOC by Wednesday, but I haven't gotten a response.

I'll have difficulty getting executed docs by Tuesday, since sigs are
coming from Portland.  I'll have to check to see what can be done.

Kay

"Campbell, Carolyn" <CCampbell@KSLAW.com> on 04/30/2001 10:02:44 AM

To:   "'kay.mann@enron.com'" <kay.mann@enron.com>
cc:

Subject:  Delta Documents

Kay:

Can you get executed documents back to me on Tuesday?  Greg has requested
that we send the original membership certificate representing the 80%
interest to the collateral agent Tuesday night by overnight delivery to
hold
in escrow until closing, in order that the collateral agent is in
possession
of the certificate (for purposes of legal opinions) upon closing on
Wednesday.  Greg is planning to fax signature pages of all of their closing
documents later today.  (I will be out of the office at a meeting with
another client most of the afternoon today).

There is one last question with GE dealing with the letter of credit for
the
retention amount, as this affects our disbursement instruction letter.  I
advised Greg that GE's normal practice was to send the retention L/C after
receipt of payment.


Message-ID: <6829561.1075860491439.JavaMail.evans@thyme>
Date: Wed, 6 Dec 2000 02:59:00 -0800 (PST)
From: william.keeney@enron.com
To: michelle.cash@enron.com, kathy.neal@enron.com
Subject: RE: INGA--12/04/00 version 2--Markup of ADC Stock Purchase Agreem
 ent
Cc: george.schaefer@enron.com, lou.stoler@enron.com
Mime-Version: 1.0
Content-Type: text/plain; charset=ANSI_X3.4-1968
Content-Transfer-Encoding: 7bit
Bcc: george.schaefer@enron.com, lou.stoler@enron.com
X-From: William Keeney
X-To: Michelle Cash, Kathy Neal
X-cc: George Schaefer, Lou Stoler
X-bcc:
X-Folder: \Michelle_Cash_Dec2000\Notes Folders\All documents
X-Origin: Cash-M
X-FileName: mcash.nsf

Attached is the latest version of the stock purchase agreement.
---------------------- Forwarded by William Keeney/HOU/ECT on 12/06/2000
10:58 AM ---------------------------

KWong@milbank.com on 12/04/2000 07:34:02 PM
To: George.Schaefer@enron.com, Lou.Stoler@enron.com,
Terry.W.Donovan@enron.com, Greg.Blair@enron.com, william.keeney@enron.com
cc:
Subject: RE: INGA--12/04/00 version 2--Markup of ADC Stock Purchase Agreem ent

Here is another revised version of the SPA reflecting the revised language in
Section 8.3 and the GMM, as well as a change in Section 2.11 reflecting
comments from Dee, your HR person.? There is a cumulative blackline included
from the draft sent earlier this morning as well.

Please let me know if you have any further comments so I can email out to
Marshall Taylor, et al.

Regards,
Karen

__________________________________________________
Karen B. Wong
Milbank, Tweed, Hadley & McCloy LLP
601 South Figueroa Street, 30th Floor
Los Angeles, California 90017
USA
kwong@milbank.com (email)
(213) 892-4419 (office telephone)
(213) 892-4719 (office fax)
(213) 479-3129 (cellular telephone)

-----Original Message-----
From: Wong, Karen
Sent: Monday, December 04, 2000 4:07 PM
To: 'George.Schaefer@enron.com'; 'Lou.Stoler@enron.com';
'Terry.W.Donovan@enron.com'; 'Greg.Blair@enron.com';
'william.keeney@enron.com'
Subject: RE: INGA--12/04/00 version 2--Markup of ADC Stock Purchase
Agreement
Importance: High

here is an interim redline of the SPA reflecting comments from our call.?
sorry in advance for errors...
__________________________________________________
Karen B. Wong
Milbank, Tweed, Hadley & McCloy LLP
601 South Figueroa Street, 30th Floor
Los Angeles, California 90017
USA
kwong@milbank.com (email)
(213) 892-4419 (office telephone)
(213) 892-4719 (office fax)
(213) 479-3129 (cellular telephone)

This e-mail message may contain legally privileged and/or confidential
information. If you are not the intended recipient(s), or the employee
or agent responsible for delivery of this message to the intended
recipient(s), you are hereby notified that any dissemination,
distribution or copying of this e-mail message is strictly prohibited.
If you have received this message in error, please immediately notify
the sender and delete this e-mail message from your computer.

? ? ?

?
 - SPA 1204v3.doc
 - SPA 1204v3redline.doc
 - SPA 1204v3cumulativebk.doc

William Keeney
Michelle Cash, Kathy Neal


Message-ID: <16506973.1075845707722.JavaMail.evans@thyme>
Date: Tue, 1 May 2001 02:07:00 -0700 (PDT)
From: kay.mann@enron.com
To: ccampbell@kslaw.com
Subject: RE: Delta Documents
Mime-Version: 1.0
Content-Type: text/plain; charset=ANSI_X3.4-1968
Content-Transfer-Encoding: quoted-printable
X-From: Kay Mann
X-To: "Campbell, Carolyn" <CCampbell@KSLAW.com>
X-cc:
X-bcc:
X-Folder: \Kay_Mann_June2001_1\Notes Folders\All documents
X-Origin: MANN-K
X-FileName: kmann.nsf

It depends on what time I get the signatures.  If I can get things signed u=
p=20
quickly, I'll have them delivered to you in plenty of time for you to send=
=20
the docs.  I would prefer that it work that way. =20

Chris Calger is in our offices today  - a terrific break.  Now if I can jus=
t=20
find him.  Plus, I thought I would have him sign the escrow disbursement=20
letter instead of Jake, since he's here.

Kay

"Campbell, Carolyn" <CCampbell@KSLAW.com> on 05/01/2001 08:57:57 AM
To: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>
cc: =20

Subject: RE: Delta Documents

Kay:

I agree as to the original deliverables.  However, for the GE Turbine
Contract, an officer of the LLC who is named on the Secretary's certificate
(i.e., Duran, Calger or Thomas) should sign.  Just to be safe, we may also
want the M/D of the LLC who is named on the Secretary's certificate (i.e.,
Duran) to sign the LLC membership certificates. =20

Will you be sending the originals to me to forward to Freshfields and Paul
Hastings?

Carolyn M. Campbell
King=01;& Spalding=20
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>=20
=01;

-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Tuesday, May 01, 2001 8:49 AM
To: Campbell, Carolyn
Subject: RE: Delta Documents - Addresses for Delivery

Here's what I have on my list as original deliverables

GE turbine contract - any officer of LLC
Amended LLC- any officer of ENA
Membership certificates - signed by MD of LLC, which isn't Jake

The only things I have which MUST be signed by Jake are the written
consents of the LLC, which aren't on the original deliverable list.  These
will be ready first thing Wednesday am.

I'm sorry,  I don't recall you telling me that the original membership
certificates had to be in New York on Wednesday. However, we will be able
to handle this.

This pre-closing drill is why I asked for a definitive, signed off  closing
list by mid-day Friday.

Thanks,

Kay

"Campbell, Carolyn" <CCampbell@KSLAW.com> on 04/30/2001 09:55:48 PM

To:   "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>
cc:

Subject:  RE: Delta Documents - Addresses for Delivery

Kay:

It won't be a big deal if we can get these documents into Federal Express
Tuesday night for delivery Wednesday as indicated below.  If there is a
chance that Jake will be late so as to miss the Fed Ex deadline, then we
need to make alternative arrangements for signature.  Otherwise Paul
Hastings will be forced to renegotiate its legal opinion with Freshfields,
and we owe them the courtesy of letting them know this first thing Tuesday
morning, as I indicated to them as early as Thursday of last week that we
had no objection to getting at least the original membership certificate to
them by overnight delivery prior to closing to hold in escrow until the
closing, in order to satisfy opinion issues associated with perfection of
the lien on the membership interest.  Please let me know.  Thanks.

As soon as I get back to the office, I will re-check the Salmon resolutions
electing officers to confirm Chris Calger's title with Salmon and will let
you know.

Carolyn M. Campbell
King=01;& Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Monday, April 30, 2001 6:38 PM
To: Campbell, Carolyn
Subject: RE: Delta Documents - Addresses for Delivery

I think we will be able to get the docu


Message-ID: <11734695.1075845025625.JavaMail.evans@thyme>
Date: Fri, 27 Apr 2001 04:27:00 -0700 (PDT)
From: randy.young@enron.com
To: david.gorte@enron.com, andre.cangucu@enron.com
Subject: Re: FW: CEG/CEG-Rio Dash (Final Version)
Cc: frank.stabler@enron.com, mark.haedicke@enron.com
Mime-Version: 1.0
Content-Type: text/plain; charset=us-ascii
Content-Transfer-Encoding: 7bit
Bcc: frank.stabler@enron.com, mark.haedicke@enron.com
X-From: Randy Young
X-To: David Gorte, Andre Cangucu
X-cc: Frank Stabler, Mark E Haedicke
X-bcc:
X-Folder: \Mark_Haedicke_Oct2001\Notes Folders\All documents
X-Origin: HAEDICKE-M
X-FileName: mhaedic.nsf

Dave and Andre: Attached is a final version of the CEG/CEG-Rio DASH for
circulation and approval.  The Purchase and Sale Agreement is anticipated to
be signed on Sunday morning, April 29th.  Given the short time period and in
order to expedite, please circulate a separate copy to each approving party.

Mark:  Since you have asked me to sign the DASH, I wanted to make sure you
had a copy for review in connection with your legal risk memo.  As you will
see, the DASH goes into a little more detail than the bullet-point format of
the legal risk memo would allow.

Thank you,
Randy

Randel R Young
Vice President & Assistant General Counsel
Enron Wholesale Services
1400 Smith Street, #3870A
Houston, TX 77002
-OR-
PO Box 1198
Houston, TX 77251-1188

Phone:  713-345-2460
Assistant: 713-345-2459
Fax: 713-646-6058
Cell: 281-541-3885
E-mail:  randy.young@enron.com

******************************************************************************
This message may contain confidential and/or privileged information and is
only intended for the persons and entities to which it is addressed.  If any
party receiving this message is not the intended recipient or an authorized
representative thereof, the receiving party is hereby notified that the
review, dissemination or copying of this message, any attachment thereto, or
information contained therein, is prohibited.  If this message is received in
error, please notify the sender immediately by return email and delete this
email and all attachments from your system.
******************************************************************************


Message-ID: <24621313.1075842917011.JavaMail.evans@thyme>
Date: Wed, 6 Dec 2000 11:13:00 -0800 (PST)
From: james.derrick@enron.com
To: rob.walls@enron.com
Subject: Re:
Mime-Version: 1.0
Content-Type: text/plain; charset=us-ascii
Content-Transfer-Encoding: 7bit
X-From: James Derrick
X-To: Rob Walls
X-cc:
X-bcc:
X-Folder: \James_Derrick_Dec2000_June2001_1\Notes Folders\All documents
X-Origin: DERRICK-J
X-FileName: jderric.nsf

I would be happy to meet with him.

From: Rob Walls on 12/06/2000 06:41 PM
To: James Derrick/Corp/Enron@ENRON
cc:

Subject:

What do you think?

----- Forwarded by Rob Walls/NA/Enron on 12/06/2000 06:41 PM -----

	Christopher Allegaert <callegaert@abv.com>
	12/06/2000 01:30 PM

		 To: rob.walls@enron.com
		 cc: JW1000mac@yahoo.com (Jim McCartney, Esq.)
		 Subject:

Dear Rob:

   I am going to be in Houston on business next week from Wednesday on.  I
wondered if there might be a convenient time to stop in to say hello and if
possible take you up on your offer of an introduction to Jim Derrick.  I
have a series of meetings downtown over the three days.  Any one could
easily be moved.

   Thanks for your help.

   Kindest regards.

                  Chris Allegaert
****************************************************************************
*******
 Christopher Allegaert
Allegaert Berger & Vogel LLP
111 Broadway, 18th Floor
New York, NY 10006
T: (212) 571-0550
F: (212) 571-0555

****************************************************************************
*******
This email may contain confidential and privileged material for the sole
use of the intended recipient. Any review or distribution by others is
strictly prohibited. If you are not the intended recipient please contact
the sender and delete all copies.
****************************************************************************
*******


Message-ID: <21250159.1075846974860.JavaMail.evans@thyme>
Date: Wed, 12 Jul 2000 10:09:00 -0700 (PDT)
From: tana.jones@enron.com
To: ndesena@slk.com
Subject: REDIBook ECN LLC Confidentiality Agreement
Cc: louise.kitchen@enron.com, john.pavetto@enron.com
Mime-Version: 1.0
Content-Type: text/plain; charset=us-ascii
Content-Transfer-Encoding: 7bit
Bcc: louise.kitchen@enron.com, john.pavetto@enron.com
X-From: Tana Jones
X-To: ndesena@slk.com
X-cc: Louise Kitchen, John Pavetto
X-bcc:
X-Folder: \Tanya_Jones_Dec2000\Notes Folders\All documents
X-Origin: JONES-T
X-FileName: tjones.nsf

Please find attached a copy of the referenced Confidentiality Agreement.
Please call me at (713) 853-3399 if you have any comments or questions.  If
you would like to speak to an attorney, please call Mark Taylor at (713)
853-7459.  Thanks for your attention herewith.

Tana Jones
Paralegal
Ph:  (713) 853-3399
Fax:  (713) 646-3490


Message-ID: <1933691.1075843607256.JavaMail.evans@thyme>
Date: Tue, 29 May 2001 05:29:00 -0700 (PDT)
From: mday@gmssr.com
To: jdasovic@enron.com
Subject: FW: Registered versus Non-Registered ESPs in California
Mime-Version: 1.0
Content-Type: text/plain; charset=us-ascii
Content-Transfer-Encoding: 7bit
X-From: MDay <MDay@GMSSR.com>
X-To: "'Jeff Dasovich  Enron SF'" <jdasovic@enron.com>
X-cc:
X-bcc:
X-Folder: \Jeff_Dasovich_June2001\Notes Folders\Notes inbox
X-Origin: DASOVICH-J
X-FileName: jdasovic.nsf

Check out this email.  Now don't get me in trouble with Janet. I advised her
"soto voce" in a private email that he was not an attorney.  But note that
in her note she refers to him as an attorney, and he is offering his
opinions about EPMI's options in terms of compliance with Calfornia
laws--and from what Janet said this is part of a nationwide compliance
program LeBoeuf is running for Enron.  The email also references John
Klauberg, who is the main LeBoeuf attorney in NYC that Enron uses on
contract stuff, and all the ENA and EES guys like his work, so he must be
involved in this and you shouldn't mess with that.  I am most concerned that
Enron attorneys not be misled into thinking Boothe is an attorney.

-----Original Message-----
From: Janet.H.Moore@enron.com [mailto:Janet.H.Moore@enron.com]
Sent: Tuesday, May 29, 2001 8:55 AM
To: mday@gmssr.com
Cc: Christian.Yoder@enron.com
Subject: Registered versus Non-Registered ESPs in California

Mike:  Per my voicemail, I am forwarding to you an email from an attorney
at LeBoeuf.  As mentioned, LeBoeuf has been helping us develop an overall
compliance plan for meeting the varied retail regulatory requirements in
the states where EPMI sells to industrials.  They came up with the
suggestion, as discussed further below, of having EPMI deregister as an ESP
in California, and instead become a non-registered ESP.  I understand that
EPMI could still sell to large industrials under this classification.
First, can you remember the historical reason of why EPMI registered as an
ESP to begin with, but with the qualification that it only intended to
serve large industrials?  There may have been an important strategic
decision to do so.  Second, is there any reason why EPMI should not
deregister as an ESP and become a non-registered ESP?
I look forward to hearing from you.  Please feel free to call me at
713-345-7400.
Janet
----- Forwarded by Janet H Moore/HOU/ECT on 05/29/2001 10:28 AM -----

"JAMES

BOOTHE"              To:     janet.h.moore@enron.com

<JBOOTHE@LLGM        cc:     marianne.castano@enron.com,
"CHRISTOPHER HILEN"
.COM>                <CHILEN@LLGM.COM>, "JOHN KLAUBERG"
<JKLAUBER@LLGM.COM>, "JOHN MAAS"
<JMAAS@LLGM.COM>, "SANDY COFER"
<SCOFER@LLGM.COM>
05/23/2001           Subject:     Registered versus
Non-Registered ESPs in California
02:19 PM

Janet,

As you know, EPMI is currently classified with the California Public
Utilities Commission ("CPUC") as a "Registered ESP" (ESP # 1086).  EPMI may
want to consider de-registering with the CPUC and, instead, benefit from
classification as a "Non-Registered ESP".  I have confirmed that an ESP
must only register with the CPUC prior to serving residential and small
commercial customers.  The CPUC defines a "small commercial customer" as a
customer that has a maximum peak demand of less than 20 kW per meter for at
least 9 billing periods during the most recent 12 month period (See
C.P.U.C. o 331(h) and PG&E Tariff, Rule 22).  As EPMI has indicated in its
license application that it only intends to serve large commercial
customers and, per our discussions, does not have immediate plans to serve
small commercial customers, EPMI may elect to de-register and become a
Non-Registered ESP.
The primary advantage of de-registering is that EPMI, as a
Non-Registered ESP, would no longer have continued reporting and compliance
requirements with the CPUC, including the annual submission of a standard
service plan filing, application update

505 Van Ness Avenue
2001           Subject


Message-ID: <24081215.1075844474049.JavaMail.evans@thyme>
Date: Thu, 9 Nov 2000 03:00:00 -0800 (PST)
From: krecc@andrews-kurth.com
To: barbd@andrews-kurth.com, lowed@andrews-kurth.com, mcfam@andrews-kurth.com,
	sulld@andrews-kurth.com, alan.quaintance@enron.com,
	angela.davis@enron.com, annmarie.tiller@enron.com,
	bill.bowes@enron.com, brenda.l.funk@enron.com,
	brent.vasconcellos@enron.com, charles.delacey@enron.com,
	gareth.bahlmann@enron.com, gina.karathanos@enron.com,
	sara.shackleton@enron.com, trushar.patel@enron.com,
	lkao@mayerbrown.com, mniebruegge@mayerbrown.com,
	tellwood@mayerbrown.com, tamullen@prickett.com, kenton@rlf.com,
	mark.wolf@us.cibc.com, mercedes.arango@us.cibc.com,
	schottla@us.cibc.com, aroberts@wilmingtontrust.com,
	jlawler@wilmingtontrust.com
Subject: Hawaii I Facility Agreement
Mime-Version: 1.0
Content-Type: text/plain; charset=us-ascii
Content-Transfer-Encoding: 7bit
X-From: "CHRIS KRECEK" <KRECC@andrews-kurth.com>
X-To: "David Barbour" <BARBD@andrews-kurth.com>, "DEBORAH LOWE" <LOWED@andrews-kurth.com>, "MURIEL McFARLING" <MCFAM@andrews-kurth.com>, "Danny Sullivan" <SULLD@andrews-kurth.com>, <Alan.Quaintance@enron.com>, <angela.davis@enron.com>, <annmarie.tiller@enron.com>, <bill.bowes@enron.com>, <brenda.l.funk@enron.com>, <brent.vasconcellos@enron.com>, <charles.delacey@enron.com>, <Gareth.Bahlmann@enron.com>, <Gina.Karathanos@enron.com>, <sara.shackleton@enron.com>, <Trushar.Patel@enron.com>, <lkao@mayerbrown.com>, <mniebruegge@mayerbrown.com>, <tellwood@mayerbrown.com>, <Tamullen@prickett.com>, <kenton@rlf.com>, <mark.wolf@us.cibc.com>, <mercedes.arango@us.cibc.com>, <schottla@us.cibc.com>, <ARoberts@WilmingtonTrust.com>, <Jlawler@wilmingtontrust.com>
X-cc:
X-bcc:
X-Folder: \Sara_Shackleton_Dec2000_June2001_1\Notes Folders\Notes inbox
X-Origin: SHACKLETON-S
X-FileName: sshackle.nsf

Attached is the Facility Agreement for Hawaii I marked against the Hawaii II
Facility Agreement.  Please call Muriel McFarling at (214) 659-4461 when we
have final sign off and I will e-mail you a clean copy at that time.

Chris Krecek, Secretary/Legal Assistant
Andrews & Kurth L.L.P.
1717 Main Street, Suite 3700
Dallas, Texas 75201
Phone: (214) 659-4481
Fax: (214) 659-4401
Email: ckrecek@andrews-kurth.com

CONFIDENTIALITY NOTICE:  The information in this e-mail (including any
attachments) is confidential, legally privileged and intended only for the
use of each recipient named above.  If you are not an intended recipient, you
must not read, use or disseminate this information.  If you have received
this e-mail in error, please notify the sender immediately by reply e-mail
and delete this e-mail from your computer.
VIRUS WARNING:  Although this e-mail (including any attachments) is not
intended to contain any virus or defect that may affect your computer, you
are responsible for ensuring that no virus or defect exists.  The sender
disclaims any responsibility for any loss or damages arising from any virus
or defect associated with this e-mail.

 - 266253.wpd
 - 266253.doc


Message-ID: <22788319.1075856273011.JavaMail.evans@thyme>
Date: Tue, 24 Oct 2000 08:19:00 -0700 (PDT)
From: vince.kaminski@enron.com
To: vkaminski@aol.com
Subject: Fwd: Fw: Will You Be The Difference?
Mime-Version: 1.0
Content-Type: text/plain; charset=us-ascii
Content-Transfer-Encoding: 7bit
X-From: Vince J Kaminski
X-To: vkaminski@aol.com
X-cc:
X-bcc:
X-Folder: \Vincent_Kaminski_Jun2001_1\Notes Folders\All documents
X-Origin: Kaminski-V
X-FileName: vkamins.nsf

---------------------- Forwarded by Vince J Kaminski/HOU/ECT on 10/24/2000
03:26 PM ---------------------------

Jlpnymex@aol.com on 10/20/2000 11:10:41 AM
To: Doris.A.Abernathy@ucm.com, genieand@hotmail.com, WBAARLTX@aol.com,
baker99@netropolis.net, blackj@wellsfargo.com, Martha@plunkettresearch.com,
dgriffin240@earthlink.net, robyn_howard@aimfunds.com, agerhardt@pkftexas.com,
colgin@campbellriggs.com, crowsley@flash.net, gburrows@capstonefinancial.com,
jhall@harvardreit.com, Jlpnymex@aol.com, cefi@dynegy.com, clairta@yahoo.com,
BuckL@conedsolutions.com, mara_smith@aimfunds.com, ckcrews@swbell.net,
KCDunnagan@aol.com, rdyerlaw@houston.rr.com, ffrederick@usa.com,
fafr@chevron.com, lguthrie@vignette.com, THEATH@coral-energy.com,
hinojom@wellsfargo.com, khcnb@arkansas.net, mj_nchof@hotmail.com,
vkamins@enron.com, tknight@houstonenergy.org, Kathy.Kraus@smhhou.com,
paulcraiglaird2@netscape.net, lanejb@wellsfargo.com,
kmmartin-atchison@duke-energy.com, info@nutritionsoundbites.com,
kmiller@cafb.org, elizabethmorrell@excite.com, adrian.a.nunez@usa.conoco.com,
Jack_Plunkett@plunkettresearch.com, daricha@ppco.com,
MRoberts@coral-energy.com, JStanton@calpine.com, chtremel@epri.com,
john_wackowski@prusec.com, reneeb@swiftenergy.com,
njfitzgerald@coral-energy.com, cthomso@ppco.com, mwolper@alum.mit.edu,
carol_mccutcheon@oxy.com, leesa.foster@ipaper.com, Woodybc@bp.com,
dzerba@teldatasolutions.com
cc:
Subject: Fwd: Fw: Will You Be The Difference?

fyi

jana

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TEXAS MONTHLY:  If you want to be big in Texas.

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----- Forwarded by Nancy Alexander/AUS/TXMO on 10/18/00 06:14 PM -----

                    Karen Burke

                                         To:     sloansimmo@yahoo.com,
ccgarcia@prodigy.net, cbsbcol@aol.com,
                    10/18/00             sschrump@ziplink.net, "Hosty, Maria"
<Maria_Hosty@AIMFUNDS.COM>,
                    02:10 PM             Yvonne Anguiano
<yvonne.anguiano@travelocity.com>,
                                         tanya.davis@us.pwcglobal.com,
2onza@pdq.net, "Lisa Elledge"
                                         <lelledge@agr.state.tx.us>,
proyecto4@yahoo.com, "Hughes, Jennifer"
                                         <jhughes@ezgo.textron.com>, Anita
Zmolek/AUS/TXMO@TXMO, Nancy
                                         Alexander/AUS/TXMO@TXMO

                                         cc:

                                         Subject:     Fw: Will You Be The
Difference?

TEXAS MONTHLY:  If you want to be BIG in Texas.

Karen Burke
713.871.1643 phone
713.871.0335 fax

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