Subject: RE:
From: [email-masked]
To: [email-masked]
Cc: [email-masked]
Date: Tue, 13 Mar 2001 00:55:00 -0800 (PST)

Dan,

When we originally discussed a physical gas contract with SMUD, I mentioned 
that we had sent them a contract in the past.  That is why I asked if we 
could incorporate some of the language from their long term contract in order 
to appear to be working with them.  Also, I was under the impression that you 
were working with Shari to incorporate applicable language from the 
agreements that we have come to terms with them on.  So, I guess using the 
standard agreement, which is not what I requested, might have been a waste of 
your time.

I understand that their contract language might be lacking and I didn't 
expect to use their contract in full.  ( He indicated that SMUD used language 
from one of Enron's old contracts?).  If you say that we can't use any of 
their language - that's fine too.   It just seems as though you sent a 
standard form without considering my requests.  I also need to be informed of 
the reasons we can't use any of their language so I can discuss this with 
them.  SMUD is one of the customers we have already missed opportunities with 
and if we can appear to work with them - it would be to our benefit.  Legal, 
as well as credit, is considered to be a part of the team that helps build 
these customer relationships.  I hope we can work with them on this agreement.

Thanks,

Kim

Dan J Hyvl
03/13/2001 05:39 AM
To: Kim Ward/HOU/ECT@ECT
cc:  
Subject: RE:  

Kim,
 What is meant by a "new review of this agreement"?  Have they reviewed the 
master previously?  If so, I have been wasting my time inserting the credit 
requirements into the standard agreement?  
 I have reviewed the contract form that they provided and it is lacking in 
numerous areas.  I think it is a form they put together for use with a 
Canadian producer.  The remedy for a default is determined by the sales or 
purchase price that the other party can negotiate, as such ENA cannot comply 
because we do not allow anyone the ability to review our contracts with other 
parties.  The form also has no credit provisions, no limitation of liability 
provisions, no acceleration provisions in the event of default, etc.  
Additionally, a transaction can only be done by signing a confirm, and if not 
signed, no agreement.  
 Let's discuss where we go from here.

	Kim Ward
	03/12/2001 05:17 PM
		 
		 To: Dan Hyvl
		 cc: 
		 Subject: RE:

Dan,

This was the reaction that I just got from SMUD.  I am assuming that we 
didn't incorporate any of their language, which is fine.  It would just be a 
point of discussion if I could point out that we were working with their 
language.

Thanks, 

Kim
---------------------- Forwarded by Kim Ward/HOU/ECT on 03/12/2001 05:14 PM 
---------------------------

Calvin Miller <[email-masked]> on 03/12/2001 03:15:47 PM
To: "[email-masked]'" <[email-masked]>
cc:  
Subject: RE:

Kim-

I received your e-mail.  I did not know that you were sending "your Master
Agreement".  I'm not sure as to when I will be able to give a "new" review
of this agreement.

Calvin

-----Original Message-----
From: [email-masked] [mailto:[email-masked]]
Sent: Monday, March 12, 2001 2:32 PM
To: [email-masked]
Subject:

Calvin,

     Attached is a draft copy of our Master Firm Physical Gas Agreement.
Please let me know what I can do to help facilitate the process required to
get this in place.

Thanks,

Kim

(See attached file: SMUD_enfolio_draft1_Mar_12.doc)