Message-ID: <23169324.1075842092324.JavaMail.evans@thyme> Date: Thu, 18 May 2000 10:10:00 -0700 (PDT) From: carol.clair@enron.com To: leslie.hansen@enron.com Subject: Re: Enron Online Cc: mark.taylor@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: mark.taylor@enron.com X-From: Carol St Clair X-To: Leslie Hansen X-cc: Mark Taylor X-bcc: X-Folder: \Carol_StClair_Dec2000_1\Notes Folders\All documents X-Origin: STCLAIR-C X-FileName: cstclai.nsf Leslie: Dave Forster must sign off on all ETA amendments that we do. It may be a good idea for you to send him the new ETA amendment letter and walk him through the chnages that you have made to address your issues so that he understands what is going on. If you want me to be involved in that conversation, I'm happy to participate. Thanks. Carol Leslie Hansen 05/18/2000 03:42 PM To: cchoate@gpu.com@ENRON cc: jroberts@gpu.com, Carol St Clair/HOU/ECT@ECT Subject: Re: Enron Online Cort: I have reviewed the Mutual Assistance Agreement and am not entirely comfortable that it establishes the authority of GPU Services Company to enter into power transactions on behalf of the utilities. The Agreement provides in Section 3 that "each Company . . . will furnish to such other Company . . . one or more of the Goods . . ." and that "[a]ll Goods provided hereunder shall be priced at cost . . ." Thus, the Agreement provides that the Service Company can buy power and sell it to a utility at cost. It does not expressly provide that the Service Company can act as agent on behalf of the utilities in purchasing or selling power on their behalf. I wanted to confirm that there was no other documentation available that more clearly identified the authority of GPU Services to act as agent on behalf of the utilities. In the absence of such documentation, I propose language to add to the Electronic Trading Agreement to address my concerns. I would also like to have each of the utilities sign a short acknowledgment form acknowledging the authority of GPU Service Company to enter into transactions with EPMI on its behalf. Attached below please find my proposed revisions to the Letter Agreement amending the ETA (which was originally forwarded to you by Carol St. Clair) as well as the proposed Acknowledgment. I look forward to discussing any questions or comments you may have. Regards, Leslie Hansen 713-853-6121 cchoate@gpu.com 05/18/2000 08:18 AM To: "Leslie Hansen" cc: jroberts@gpu.com Subject: Re: Enron Online Leslie: The Mutual Assistance Agreement that was sent to you was filed with the Pa PUC . I'll check but I believe the filing to which you are referring was originally filed with the SEC back in the early 1970's and has since been amended a number of times. Obviously as a part of a holding company structure GPU Service is required to have SEC approval to provide services to our operating companies. The GPU Service corporate records are not located here in Reading, PA....do you really need the SEC document? Cort "Leslie Hansen" on 05/16/2000 02:51:37 PM To: Cortlandt Choate@GPU, John H Roberts@GPU cc: Subject: Enron Online As I understand it, Section 13(b) of the Public Utility Holding Company Act requires registered holding companies to obtain approval from the SEC in order to form a service company to provide services to its affiliates in the system. I have reviewed the Mutual Assistance Agreement that John faxed to me earlier. Is this the Agreement which was filed by General Public Utilities Corporation with the SEC pursuant to Section 13(b) of the PUHCA on SEC Form U-13-1 or otherwise? Regards, Leslie Hansen (713) 853-6121