Subject: PG&E Termination Damages - Privileged and Confidential
From: [email-masked]
To: [email-masked], [email-masked], [email-masked], [email-masked]
Cc: [email-masked], [email-masked], [email-masked], [email-masked]
Date: Tue, 10 Apr 2001 02:59:00 -0700 (PDT)

To confirm, I am away from the office Thursday April 12 through Thursday 
April 19, but reachable by cell at most times.  As Thursday is the Early 
Termination Date, the following will need to be completed in my absence (with 
Section references to PG&E's Oct. 99 form of Master):

1.  PEGGY/JON:  Unless a replacement deal has been entered into, cut NITs as 
of 8:00 am Thursday morning.

2.  GREG:  Determine an estimate of our (i.e. ECC) costs and expenses as a 
result of the Default by PG&E, including for Canadian and US counsel under 
Section 12.2, and estimating future costs and expenses to be incurred.

3.  CHERYL/JON/GREG:  Determine receivables owing as of the Early Termination 
Date under Section 12.3, noting the portion that is pre-petition and the 
portion that is post-petition. 

4.  JON/GREG:  Obtain quotes from 3 dealers for the Market Value of the 
terminated Transactions under Section 12.4.  Greg needs to sit with Jon when 
the quotes are obtained, on a taped line, following the outline prepared by 
Houston for Portland.  The quotes obtained are to be entered into the log 
sheets prepared by Credit, and returned to Credit.  The calls are to be saved 
and kept by IT on tape/CD.  Quotation confirmation forms are to be completed 
and sent to the dealers providing the quotes, and their return pursued.  A 
single, aggregated MTM/early termination/liquidation amount for the 
terminated Transactions is to be determined by comparing the Market Value to 
the Contract Value and using the Prime Rate as the discount factor under 
Section 12.5.

5.  CHERYL/JON/GREG:  Prepare our claim as the aggregate of 2 (costs and 
expenses), 3 (receivables) and 4 (MTM) above.  Organize documentation and 
quantification in a binder and send copies to Jeff Hodge and Elizabeth 
Sager.  Once Jeff/Elizabeth have approved, to formalize the claim send a 
notice with a copy of our claim and demand for payment to PG&E under Article 
15 of the Master, with payment due on the next Business Day under Section 
12.4(iv).  US counsel under Elizabeth Sager's supervision should then pursue 
recovery through the bankruptcy proceedings, including by exercising any 
direct or affiliate set offs to other positions.

6.  JON/GREG:  If it has not been negotiated and documented before I leave, a 
replacement transaction for the 75MM/day may have to be put in place with 
PG&E, hopefully under our paper (GTC) with whatever amendments (i.e. 
California law) are approved by Jeff Hodge.  We may have to use their paper 
(Master) if necessary and approved by Jeff Hodge to obtain the security 
interest in their receivables - in which case certain (not all) of the 
amendments to their paper that we have been requesting will need to be made.

Peter.