i agree with kay's suggested approach.

if we are purchasing gas from another source at a higher price, i would put
dominion on notice that we are doing that and stating we will hold them
responsible.

Mark C. Ellenberg
Cadwalader, Wickersham & Taft
1201 F Street, NW
Washington, DC  20004
202.862.2234



                    "Mann, Kay"
                    <Kay.Mann@ENR        To:     "Germany, Chris"
                    ON.com>              <Chris.Germany@ENRON.com>, "Boyt, Eric"
                    Office:              <Eric.Boyt@ENRON.com>, "Mark Ellenberg (E-mail)"
                                         <Mark.Ellenberg@cwt.com>
                    03/27/02             cc:     "McMichael Jr., Ed"
                    01:47 PM             <Ed.McMichael@ENRON.com>
                                         Subject:     RE: Dominion gas supply Tallahassee
                                         deal on Florida





I've left a message for Dominion's counsel, telling him that we disagree
with their position that they can terminate the gas contract, and asking
him to educate us as to why they don't think that action is stayed.

We can follow up with a letter suggesting that we believe their termination
is wrongful, unless Mark disagrees.

Second issue is whether we should attempt to pay for the gas anyway, since
they have to deliver gas paid for prior to termination.

Kay

>  -----Original Message-----
> From:         Germany, Chris
> Sent:         Wednesday, March 27, 2002 11:14 AM
> To:           Germany, Chris; Boyt, Eric; Mann, Kay; Mark Ellenberg
(E-mail)
> Cc:           Parks, Joe; Concannon, Ruth; Polsky, Phil; McMichael Jr.,
Ed; Dhont, Margaret; Hamic, Priscilla
> Subject:           RE: Dominion gas supply Tallahassee deal on Florida
>
>
> The Tallahassee deal still has value so we want the Dominion deal to stay
in place.  I'm concerned about the 1st because all the money needs to be
wired tomorrow.  At this point, I believe Dominion should supply the gas
for April at the contract price regardless.
>
> Let me know where we stand with Dominion by 1:30 PM today.
>
> Thanks
>           -----Original Message-----
>          From:          Germany, Chris
>          Sent:          Tuesday, March 26, 2002 11:04 AM
>          To:       Germany, Chris; McMichael Jr., Ed; Boyt, Eric; Mann,
Kay
>          Cc:       Parks, Joe; Concannon, Ruth; Polsky, Phil
>          Subject:       RE: Dominion gas supply Tallahassee deal on
Florida
>
>          The contract number assigned to this deal in Sitara is 96003121.
>          The contract number in Sitara for the Tallahassee deal is
96003663.
>
>                     -----Original Message-----
>                    From:          Germany, Chris
>                    Sent:          Tuesday, March 26, 2002 11:01 AM
>                    To:       McMichael Jr., Ed; Boyt, Eric; Mann, Kay
>                    Cc:       Parks, Joe; Concannon, Ruth; Polsky, Phil
>                    Subject:       Dominion gas supply Tallahassee deal on
Florida
>
>                    Dominion Oklahoma Texas Exploration & Production, Inc
(successor to Louis Dreyfus Natural Gas Corp) is supplying ENA 10,000 dth
per day at a Florida Zone 1.  This supply is matched up with ENA's sale to
The City of Tallahassee.  I believe both deals go through March 2013.  I
prepay Dominion for the supply each month.
>
>                    This morning, I had a voicemail from my contact at
Dominion, David Walker (405-749-5240).  His voicemail stated that Dominion
was terminating their contract with ENA and Dominion would not be supplying
any gas effective April 1, 2002.  Paul Vrana (713-752-4514) with Jackson
Walker is representing Dominion, he prepared the termination letter.
>
>                    Just spoke with Paul (10:55 AM) - he has not spoken
with anyone representing Enron but he has worked with Harlam Murphy?? in
the past.  He will fax a letter to me.
>
>                    Kay, I will leave a copy of the letter in your chair.


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