----- Forwarded by Elizabeth Sager/HOU/ECT on 10/26/2000 09:15 AM -----

	Janice R Moore
	10/26/2000 08:22 AM
		 
		 To: Elizabeth Sager/HOU/ECT@ECT
		 cc: 
		 Subject: Black Hills Pepperell tolling transaction

Do you suppose that Shari could handle this for John today?  This is the 
first I've seen of the term sheet, and I haven't even taken the time to read 
it, so I'm not even sure exactly what this deal is.  "Tolling" means so many 
different things..............  Shari sent this company an EEI Master this 
summer and has been bugging them about it but w/ no response (according to 
the database).  Maybe this would be a good opportunity to advance 
that.........
And I'm still working on the Maine SOS proposal, and VPPSA and the N. 
Carolina project that David Fairley wants comments on yesterday, as well as 
the Reedy Creek stuff that came up as a rush yesterday afternoon (I've left 
you a vmail on that).  
Regards,
Janice

EB3861
Assistant General Counsel, Enron North America Corp.
713-853-1794 (Fax:  713-646-4842)
----- Forwarded by Janice R Moore/HOU/ECT on 10/26/2000 08:18 AM -----

	John Llodra@ENRON
	10/26/2000 07:55 AM
		 
		 To: Janice R Moore/HOU/ECT@ECT, Tracy Ngo/PDX/ECT@ECT, Edward 
Sacks/Corp/Enron@Enron
		 cc: Edward D Baughman/HOU/ECT@ECT, Mark Dana Davis/HOU/ECT@ECT, Kevin M 
Presto/HOU/ECT@ECT, Jim Homco/HOU/ECT@ECT
		 Subject: Black Hills Pepperell tolling transaction

Attached is an indicative term sheet I shared with the customer yesterday 
relating to the referenced tolling transaction.  Preliminary feedback from 
the customer has been positive, so I am hopeful that we will come to mutually 
agreeable pricing and terms on this transaction.   I should get some 
additional feedback sometime today. 

I have raised the flag with the customer that we need to put paper and credit 
terms in place, and given their desire to close on this quickly, we will 
likely need to move quickly on this today/tomorrow.   As for cedit, their 
consultant indicated that a corp guarantee from the Black Hill Power Corp 
parent is probably not the customer's preferred approach, but rather credit 
arrangements tagged specifically to the project.  The project is owned by 
Black Hills Energy Capital, which invests in power projects through some sort 
of investment fund.  Their consultant speculated that Enron might have some 
interests in that investment fund relating to some projects out West, but he 
wasn't sure.   In any event, depending on their desire to move forward with 
us, we will need to be ready to talk credit/contract with them on short 
notice.

I'll keep you all updated on any feedback i get from the customer.

Regards
John