Subject: RE: FW:
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked], [email-masked]
Date: Mon, 12 Nov 2001 07:42:49 -0800 (PST)

You should probably ask them about their status as a transmitting utility.
They should provide a related representation in the agreement.

Insofar as we are working on numerous filings, I wonder if it would be
efficient to "centralize" the process of obtaining the organizational ID
numbers with my paralegal, who, as previously noted, can get the numbers
from CT Corp.  As you know, this will cost $12 per entity, but might well
save money by streamlining the process.  Please advise.

Thank you.

Lech Kalembka
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, NY  10038
Tel.: (212) 504-6918
Fax: (212) 504-6666
E-mail: [email-masked]

                    Leslie.Hansen
                    @enron.com           To:     [email-masked],
                    Office:              [email-masked]
                                         cc:
                    11/12/2001           Subject:     RE: FW:
                    10:18 AM

Lech:

   Attached please find the Collateral Annex to the Reliant Master Netting
   Agreement -- didn't realize you needed to see it as well.  By this
   e-mail, I am requesting that Marie coordinate with you to get you
   Reliant's organizational ID number.  How do I go about confirming that
   Reliant Energy Services, Inc. is not a transmitting utiltity?

   Local counsel will handle the Canadian entity.

   Regards,

   Leslie Hansen

   (See attached file: Reliant MNA Collateral Annex FINAL.doc)

    -----Original Message-----
   From:   "Lech Kalembka" <[email-masked]>@ENRON
   Sent:   Saturday, November 10, 2001 7:03 PM
   To:     Hansen, Leslie
   Cc:     Cook, Mary; David Mitchell
   Subject:  Re: FW:

   As a threshold  matter, I note that the basic purpose of the UCC filings
   is
   to "belt and suspender" the cross-party netting provisions of the MNA by
   having the counterparty(ies) grant  a security interest in the
   counterparty's receivables from Enron.  This is typically accomplished
   through the grant  of a security interest in "Obligations" under the
   MNA.

   In this case, however, I do not find in the Collateral provisions
   (Section
   6) the Obligations included.  Is this collateral covered in a related
   Collateral Annex?  Alternatively, is this omission an oversight , or a
   deliberate choice by the parties?  If we do intend to have a security
   interest in the counterparty's receivables, and these are not picked up
   in
   the CA, the MNA should be revised accordingly.

   Also, if we are going to file against the receivables, we will need to
   know
   the "organizational ID" number of Reliant Energy Services Inc., and its
   address.  Regarding the Canadian entity, I assume you will consult with
   local counsel.

   Finally, we would also need to confirm for UCC filing purposes that the
   Delaware entity is not a "transmitting utility", i.e., an entity
   primarily
   engaged in the production or transmission of electricity or the
   transmission of goods by pipeline.

   Thank you.

   Lech Kalembka
   Cadwalader, Wickersham & Taft
   100 Maiden Lane
   New York, NY  10038
   Tel.: (212) 504-6918
   Fax: (212) 504-6666
   E-mail: [email-masked]

                       "Hansen,
                       Leslie"                To:     [email-masked]
                       <Leslie.Hansen@        cc:
                       ENRON.com>             Subject:     FW:
                       Office:

                       11/06/2001
                       12:54 PM

   As per my voice mail, Enron will enter into a Master Netting Agreement
   with Reliant.  The two Reliant entities that will be covered by the
   agreement are listed below.  RES is headquartered in Houston, Texas.

   Attached please find the latest draft of the MNA for your reference.
   <<Reliant Master Netting  Agmt v.3.doc>>

   Regards,

   Leslie Hansen
   Sr. Counsel
   713/853-6121
   >  -----Original Message-----
   > From:   Williams, Jason R (Credit)
   > Sent:   Tuesday, November 06, 2001 10:57 AM
   > To:     Hansen, Leslie
   > Subject:     RE:
   >
   > Reliant Energy Services, Inc. was incorporated in Delaware.
   >
   > Reliant Energy Services Canada, Ltd.  is a Canadian company, with
   > principal address at:  1510, 421 - 7 Ave SW
   >
   > Calgary, Alberta
   >
   > T2P 4K9
   >
   >  -----Original Message-----
   > From:   Hansen, Leslie
   > Sent:   Tuesday, November 06, 2001 10:33 AM
   > To:     Williams, Jason R (Credit)
   > Subject:
   >
   > Jay:
   >
   > I need the state of incorporation and principal place of business for
   > Reliant Energy Services, Inc. -- I know its PPoB is Houston but don't
   > know if it's incorporated in Texas or elsewhere -- and Reliant Energy
   > Services Canada, Ltd. so that I can initiate the lien searches.  Do
   > you happen to have this information?
   >
   > Leslie

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    - Reliant Master Netting  Agmt v.3.doc << File: Reliant Master Netting
   Agmt v.3.doc >>
(See attached file: Reliant MNA Collateral Annex FINAL.doc)

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NOTE:  The information in this email is confidential and may be legally privileged.  If you are not the intended recipient, you must not read, use or disseminate the information.  Although this email and any attachments are believed to be free of any virus or other defect
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 - Reliant MNA Collateral Annex FINAL.doc