I don't see any serious problems with this.  There are a few things you two 
need to verify or get comfortable with:  bullet 6 says PG&E has made all 
payments in a timely manner.  You can leave it in if its true, but the bullet 
needs to be mutual, not one-way, and I'd suggest replacing it with: 
"Transwestern and PG&E agree that, by entering into this agreement, neither 
is to be deemed to have made any admission against interest."  Also, the 
mechanism in bullet 9 is up to you, Paul.  We should probably list the rating 
service by name to avoid ambiguity.  There are also a couple of minor 
things:  in bullet 2, add an "s" to "contract" inline 2; in bullet 7, add 
"the" at the end of line 1.  Call if you have questions.  DF


   
	
	
	From:  Paul Cherry                           02/01/2001 08:36 AM
	

To: Drew Fossum/ET&S/Enron@ENRON, Rick Dietz/ET&S/Enron@ENRON
cc:  

Subject: RE: PG & E Creditworthiness

 I have received the comments from PG & E. They are in a red lined version in 
the attached file below.

 Please review and let's discuss.

 Thanks.
---------------------- Forwarded by Paul Cherry/GPGFIN/Enron on 02/01/2001 
06:39 AM ---------------------------


"Chung, Chris" <C1C4@pge.com> on 01/31/2001 03:20:58 PM
To: "'Paul.Cherry@enron.com'" <Paul.Cherry@enron.com>
cc: "Anderson, David W (Law)" <DWA3@pge.com>, "Foley, Jack" <JRFc@pge.com> 

Subject: RE: PG & E Creditworthiness


Paul,
Here's PGE revision to the proposed document.
Good to know that you have received wire transfer in time.

Chris Chung
PG&E Company
Credit Risk Management
VM 415-972-5654
Fax 415-973-7301


-----Original Message-----
From: Paul.Cherry@enron.com [mailto:Paul.Cherry@enron.com]
Sent: Tuesday, January 30, 2001 12:12 PM
To: Chung, Chris
Cc: Rick.Dietz@enron.com
Subject: PG & E Creditworthiness


     Chris,

     Per your telephone request, I have attached a file of the agreement .

     Additionally, we have received the wire transfer today of $
1,875,900.00.

     Regards.


     (See attached file: PGEAGR.doc)
---------------------- Forwarded by Paul Cherry/GPGFIN/Enron on 01/30/2001
12:08 PM ---------------------------


 (Embedded
 image moved
 to file:      From:  Paul Cherry
 pic11191.pcx) 01/26/2001 02:24 PM






To:   c1c4@pge.com
cc:

Subject:  PG & E Creditworthiness

     Attention: Chris Chung

     Reference: Transwestern Pipeline Request for Demonstration of
Creditworthiness
                             January 22, 2001


     Please be advised that the date for providing creditworthiness to
Transwestern Pipeline has been extended to 12:00 P.M.,CST, January 30,
2001.

     If you have any questions, please advise.


     Regards.



 - PGE Revisions to TW credit assurance 1-31-01.doc