Could you change paragraph iii at the end of Representations and Warranties
to read:

"(iii) its obligations to make payments hereunder are unsubordinated
obligations and such payments are operating and maintenance costs which
enjoy first priority of payment under the ordinances of the City of San
Antonio which govern payments by Customer."

There are no indentures to which CPS is a party.  Thanks ...

-----Original Message-----
From: Jon Wood [mailto:jwood@mattbran.com]
Sent: Thursday, November 02, 2000 11:15 AM
To: 'Pfister, Christian W.'; Jon Wood
Cc: Mc Whirter, Daniel D.
Subject: RE: Enfolio Contract with CPS


Change the clause after "first priority payment" in (iii) to "under the
ordinances of the City of San Antonio which govern payments by Customer."
There are no indentures to which CPS is a party.  Jon

-----Original Message-----
From: Pfister, Christian W. [mailto:CWPfister@cps-satx.com]
Sent: Thursday, November 02, 2000 8:29 AM
To: 'jwood@mattbran.com'
Cc: Mc Whirter, Daniel D.
Subject: FW: Enfolio Contract with CPS


Mr. Wood,

As requested, Enfolio shortened and simplified the section on
Representations and Warranties.  The new language is highlighted on page 2
of the Appendix and states the following:

"Further and with respect to Customer only, Customer represents and warrants
to Company continuing throughout the term of this Agreement as follows: (i)
all acts necessary to the valid execution and performance of this Agreement
have been duly adopted, (ii) with respect to the contractual obligations
hereunder and performance thereof, it is not entitled to claim immunity on
the grounds of sovereignty or similar grounds with respect to itself or its
revenues, (iii) its obligations to make payments hereunder are
unsubordinated obligations and such payments are operating and maintenance
costs which enjoy first priority of payment at all times under any and all
indentures to which it is a party."

Do you feel that this language is acceptable?  Thank you for your advice.

-----Original Message-----
From: Dan.J.Hyvl@enron.com [mailto:Dan.J.Hyvl@enron.com]
Sent: Wednesday, November 01, 2000 5:17 PM
To: CWPfister@cps-satx.com
Cc: Mc Whirter, Daniel D.; ."'James.I.Ducote""@enron.com'"
Subject: RE: Enfolio Contract with CPS



Please review the revised representations and warranties language. If
acceptable, please print 2 copies, sign and forward to Janet Wallis at
Enron for execution by Enron and return of one fully executed copy.
(See attached file: CITYPublicServiceSanAntonio.doc)




                    "Pfister,

                    Christian W."         To:     "'Dan.J.Hyvl@enron.com'"

                    <CWPfister@cps        <Dan.J.Hyvl@enron.com>,

                    -satx.com>            "'James.I.Ducote@enron.com'"

                                          <James.I.Ducote@enron.com>

                    10/30/2000            cc:     "Mc Whirter, Daniel D."

                    12:18 PM              <DDMcWhirter@cps-satx.com>

                                          Subject:     RE: Enfolio Contract
with CPS






If you could redraft the "representations and warranties" provision to be
simpler and clearer, I think that we could agree to it.  The other items
look fine.

-----Original Message-----
From: Jon Wood [mailto:jwood@mattbran.com]
Sent: Saturday, October 28, 2000 10:45 AM
To: 'Pfister, Christian W.'
Cc: 'ksyates@cps-satx.com'; Howard Bye
Subject: RE: Enfolio Contract with CPS


My reading is that Enron seeks a continuing representation that (i) all
transactions have the appropriate approval, waiving any defense of lack of
authority, (ii) there is no sovereign immunity (something is left out of
thelanguage) defense to any transaction, (iii) payment for the gas will be
first in the flow of funds, and (iv) the obligations are not subject to
debt
restrictions or other public funds restrictions of the Texas Constitution,
statutes or CPS constituency documents.  I think we can legally make these
representations and warranties, but the language needs some work.  You
should ask them to redraft this provision so it is simpler and clearer.
Jon

-----Original Message-----
From: Pfister, Christian W. [mailto:CWPfister@cps-satx.com]
Sent: Monday, October 23, 2000 2:16 PM
To: 'jwood@mattbran.com'
Subject: FW: Enfolio Contract with CPS


Mr. Wood,

This is a spot gas contract with Enron that you reviewed on August 8th for
Mary Pelayo and Danny McWhirter.  Enron has added a paragraph under
"Representations and Warranties" that I would like you to review.  I am not
sure exactly what it means.  Thank you.

-----Original Message-----
From: Yates, Katherine S.
Sent: Monday, October 23, 2000 1:52 PM
To: Pfister, Christian W.
Subject: RE: Enfolio Contract with CPS


Sounds like legal mumbo jumbo. I would advise getting John't input in case
he is more familiar with the reasoning behind this jargon.

Katherine S. Yates
CPS Attorney
353-2069


-----Original Message-----
From: Pfister, Christian W.
Sent: Monday, October 23, 2000 1:40 PM
To: Yates, Katherine S.
Subject: FW: Enfolio Contract with CPS


Kathy,

This spot gas contract was reviewed by Jon Wood a few months ago.  The
following was added under "Representations and Warranties" by Enron.  I
have
highlighted the text in the attachment so you can see where it was
incorporated (page 2 of Appendix 1).

"Further and with respect to Customer only, Customer represents and
warrants
to Company continuing throughout the term of this Agreement as follows:
(i)
all acts necessary to the valid execution and performance of this Agreement
have been duly adopted, (ii) with respect to the contractual obligations
hereunder and performance thereof, it is not entitled to itself or its
revenues or assets from (a) suit, (b) jurisdiction of court, (c) relief by
way of injunction, order for specific performance or recovery of property,
(d) attachment of assets or (e) execution or enforcement of any judgment,
(iii) its obligations to make payments hereunder are unsubordinated
obligations and such payments are operating and maintenance costs which
enjoy first priority of payment at all times under any and all indentures
to
which it is a party, its constitutional and governing documents and
applicable law, and (iv) its obligations to make payments hereunder do not
constitute any kind of indebtedness of Customer or create any kind of lien
on, or security interest in, any property or revenues of Customer which, in
either case , is proscribed by any provision of its constitutional and
governing documents, any order to judgment of any court or other agency of
government applicable to it or its assets, or any contractual restriction
binding on or affecting it or any of its assets."

Do you think this is acceptable, or do you think I should show this added
paragraph to Jon Wood?

-----Original Message-----
From: Dan.J.Hyvl@enron.com [mailto:Dan.J.Hyvl@enron.com]
Sent: Thursday, October 19, 2000 2:51 PM
To: Pfister, Christian W.; Mc Whirter, Daniel D.
Cc: James.I.Ducote@enron.com; Janet.H.Wallis@enron.com
Subject: Re: Enfolio Contract with CPS



(See attached file: CITYPublicServiceSanAntonio.doc)

Attached please find a revised Enfolio Contract with CPS.  The changes
      incorporated in the attached contract are:
1)  "City Public Service (San Antonio)" has been changed to "The City of
      San Antonio, acting through City Public Service Board".
2)  The effective date has been changed to "October 1, 2000.
3)  The changes requested in items 1 and 2 of the addendum have been
      incorporated.
4) The Utilization of Small Business Concerns language has been added as
      the last item in Appendix "1", and
5)  An additional representation has been added at the end of the
      Representations and Warranties in Appendix "1" relating to the
      necessary authorizations with respect to the execution, delivery and
      performance by Customer of  this Agreement.

If these changes are acceptable please advise and we will forward two
      original copies for execution.