Miles--sorry about the hurry up.  Please give me a call on this at 
402-398-7449.  Note the issue raised by the email from Rick Dietz. Thanks.  DF
---------------------- Forwarded by Drew Fossum/ET&S/Enron on 01/26/2001 
03:54 PM ---------------------------


Drew Fossum
01/26/2001 03:50 PM
To: Rick Dietz/ET&S/Enron@ENRON
cc: Rod Hayslett/FGT/Enron@ENRON, Julia White/ET&S/Enron@ENRON, Paul 
Cherry/GPGFIN/Enron@ENRON, Jerry Peters/NPNG/Enron@ENRON, Maria 
Pavlou/Enron@EnronXGate, Steven Harris/ET&S/Enron@ENRON, Lee 
Huber/ET&S/Enron@ENRON 

Subject: Re: P G & E Credit Assurance  

Attached is the revised version incorporating Julia and Rick's comments.  
Note that to avoid confusion I've labeled the new invoice as the "Prepayment 
Invoice" to distinguish it from the "Normal Invoice" we send out later and 
which we'll use as the true up mechanism.  I've designated the agreement to 
be sent out by fax and FedEx, with two signed originals to be included to 
speed execution by PG&E.  I think Rod is the logical candidate to sign it but 
have left name and title off for now--whoever signs it please add this.  
Please call if there are any questions and please send me a copy of the final 
signed version.  DF  






Rick Dietz
01/26/2001 02:39 PM
To: Drew Fossum/ET&S/Enron@ENRON
cc: Martha Benner/ET&S/Enron, Rod Hayslett/FGT/Enron@ENRON, Julia 
White/ET&S/Enron@ENRON, Paul Cherry/GPGFIN/Enron@ENRON, Jerry 
Peters/NPNG/Enron@ENRON, Maria Pavlou/ET&S/Enron, Steven 
Harris/ET&S/Enron@ENRON, Lee Huber/ET&S/Enron@ENRON 

Subject: Re: P G & E Credit Assurance  

Rod, Paul and I spoke and have only two changes. The second one is a more 
significant change to the true up mechanism language in paragraph #4.  Julia 
is in agreement with the changes.

Paragraph 2: after "by wire transfer", add "according to the underlying 
agreements." 

Paragraph 4: We felt this sounded a little complicated and may appear to be a 
deposit.  We would recommend changing the paragraph to read:  "Transwestern's 
invoice applicable to February, 2001 business, which is to be delivered to 
PG&E on or before the 1st of March, 2001, will include a true up of PG&E's 
prepayment for February, 2001.  All subsequent invoices will similarly 
include a true up of PG&E's prepayment for that production month." 

If you have any questions, please give any of us a call.

Rick



Drew Fossum
01/26/2001 01:21 PM
To: Rod Hayslett/FGT/Enron@ENRON
cc: Paul Cherry/GPGFIN/Enron@ENRON, Jerry Peters/NPNG/Enron@ENRON, Julia 
White/ET&S/Enron@ENRON, Rick Dietz/ET&S/Enron@ENRON, Maria 
Pavlou/Enron@EnronXGate, Steven Harris/ET&S/Enron@ENRON, Lee 
Huber/ET&S/Enron@ENRON, Steven Harris/ET&S/Enron@ENRON 

Subject: Re: P G & E Credit Assurance  

I think I beat your deadline for internal distribution, but we need a bit 
more time to make sure this approach will work.  In particular, Julia and 
Rick need to take a quick look at the true up mechanism and  I need to go 
back through it one more time to make sure I haven't forgotten something and 
to clean it up.  I look forward to your comments.  DF 


   



Rod Hayslett

01/26/2001 12:57 PM
To: Paul Cherry/GPGFIN/Enron@ENRON
cc: Jerry Peters/NPNG/Enron@ENRON, Drew Fossum/ET&S/Enron@ENRON 

Subject: Re: P G & E Credit Assurance  

I would agree with Paul, unless Drew thinks we can get the agreement out of 
here in the next 30-40 minutes.



   
	
	
	From:  Paul Cherry                           01/26/2001 12:46 PM
	

To: Jerry Peters/NPNG/Enron@ENRON, Rod Hayslett/FGT/Enron@ENRON, Drew 
Fossum/ET&S/Enron@ENRON
cc:  

Subject: P G & E Credit Assurance

 In order to comply with the request we have made to P G  & E of a 12:00  
P.M. CST deadline, Chris Chung of P G & E has advised that our proposal has 
to be submitted to him by Noon today in order to effect a  wire transfer by 
the Monday deadline. Drew is close in the completion of generating the 
Agreement, however, with the internal review and approval process, it is 
doubtful we can achieve the timetable needed by P G  & E. It would be my 
recommendation that we extend the deadline from Monday, January 29 at Noon to 
Tuesday, January 30 at Noon. This would permit our internal review with the 
expectation of sending P G & E our Agreement by Monday morning and allowing 
time for their review. I have spoken to Drew and he is comfortable with this 
approach. Additionally, in my conversation with Chung, I indicated that our 
approach and proposal would be for P G & E to wire transfer the necessary 
funds prior to our providing transportation for February and then payment 
would be expected to be made for the January transportation on the 
appropriate due date in February. (Approximately the tenth )

 Please advise your comments at your earliest conveniece.

 Thanks and Regards.