Louise,

I want to sign a confidentiality and exclusivity agreement with ABB with respect to our San Francisco T-Line Project.  There are no payment or service terms other than the concept that we are granting exclusivity to each other for two years. 

Reasons:
- I want to get some inexpensive resources from them to help us design and develop the project;
- I want to lock them up early since they are the clear industry leader and the puclic entities in CA may ultimately RFP.

My understanding is that approval is needed from you, John or Detmering.

Is this OK with you?

Regards,

Chris Calger
503-464-3735

 -----Original Message-----
From: 	Rasmussen, Dale  
Sent:	Friday, September 28, 2001 10:42 AM
To:	Mays, Wayne; Parquet, David; Etringer, Michael
Cc:	Tweed, Sheila; Calger, Christopher F.; Schuler, Lance (Legal)
Subject:	Transmission Line Project-ABB Agreement

Re-sending with minor changes to the prior documents.  A clean copy is now provided.

Lance Schuler advised me that it is now Jeff Donahue, rather than Mark Metz, that needs to sign off on Corp's behalf, and that either Tim Detmering, Louise Kitchen or John Lavorato can approve on behalf of ENA.

  

A redraft of the ABB confidentiality/exclusive dealings agreement is attached for review and comment.

This document is based on the form ABB provided and for which ABB has expressed a strong preference.  

This draft calls for bilateral exclusivity for the Term (2 years).  As several of us have discussed, this will prevent ENA from choosing an alternative technology or supplier during that time should it choose to construct a DC transmission line within a 15-mile radius of San Francisco.  As I understand it, we are prepared to link arms with ABB to do this project because ABB is the premier supplier of this type of equipment. 

Based on recent discussions between Wayne and ABB, the language necessary for creating the exclusivity arrangement has been added to the form of confidentiality agreement that we had been working on with ABB earlier.  The added language is somewhat lengthy, but was necessary to establish the relationship and at the same time protect ENA against arguments that we are obligated to proceed with the potential transaction.  

Because this transaction does commit ENA to exclusivity obligations I understand that we will need to talk with Tim Detmering and Mark Metz about the transaction.  

Please let me know of comments.

Dale Rasmussen
Tel:  (503) 464-8863 
Fax: (503) 464-8058