----- Forwarded by Richard B Sanders/HOU/ECT on 02/01/2001 02:51 PM -----

	"Fergus, Gary S." <GFergus@brobeck.com>
	02/01/2001 02:15 PM
		 
		 To: "Richard B. Sanders Esq. (E-mail)" <richard.b.sanders@enron.com>
		 cc: "Mark Haedicke (E-mail)" <mark.e.haedicke@enron.com>
		 Subject: Withdrawal from PX Core Market


Richard,
 Here is my quick reaction to the idea of Enron terminating its PX
participation agreement in the Core Market:

 1. PX tariff 18.3 says that a participation agreement "may be
terminated by either party upon written notice."

 2. PX tariff 5.3 says with respect to the Core Market
Proportional Charge-Back Methodology:

  "The PX Participant's outstanding default amount will be
charged back to all current PX Participants based upon the percentage of its
gross sales in MWHs to the Total gross MWHs sales in the Core Market during
the three calendar months preceding the event plus the current month to
date."

  3. PX Participant is a defined term:

  "An entity that is authorized to buy or sell Energy or
Ancillary Services through the PX, and any agent authorized to act on behalf
of such entity."

  4. Energy is also a defined term:

  "The electrical energy produced, flowing or supplied by
generation, transmission or distribution facilities, being the integral with
respect to time of the instantaneous power, measured in units of watt-hours
or standard multiples thereof, e.g. 1000 Wh.

  5. Ancillary services is also a defined term:

  "Regulation, Spinning Reserve, Non-Spinning Reserve,
Replacement Reserve, Voltage Support and Black start together with such
other interconnected operation services as the ISO may develop in
cooperation with Market Participants to support the transmission of Energy
from Generation resources to Loads while maintaining reliable operation of
the ISO controlled grid in accordance with good utility practice."

  Bottom line:

  If a PX Participant, as defined in the PX tariff as opposed
to the PX rate schedule for the CTS market, is an entity that is authorized
to buy or sell "instantaneous power" rather than power in the future, then
Enron by withdrawing from its PX participation agreement would no longer be
a current PX participant.  Thus, there is an argument that by withdrawing in
writing prior to any chargeback in the core market, that Enron may be able
to argue it cannot be charged back.

  I also looked at the ADR and dispute resolution procedures
to see if Enron had to be PX Participant to initiate the procedure and
maintain it.  Schedule 9 section 1.1 states that PX ADR procedures shall
apply to all disputes between parties which arise under PX Documents.
Section 2.1 states that the "PX and PX Participants shall negotiate in good
faith..." It goes on to state in Section 2.2 that "any one of the parties"
may submit a statement of claim.  Thereafter, in Schedule 9 it appears that
the references are to parties not PX Participants.  My quick reading is that
you still have to use and get the benefits of the ADR even if you are no
longer a PX Participant.

  Operational Downside:

  Does Enron have to be a PX Participant to get the PX to
schedule the power that Enron has sold in the CTS market as it becomes due?
In other words, if Enron is not a PX Participant, does that mean the PX will
not schedule the power leading to an Enron default under its obligations to
the PX to deliver power?  Could that lead to the underscheduling penalty if
PX  balances its schedule without Enron's power?  I do not know the answer
to this but I am reviewing the tariff.

  Hope this helps
  Thanks
  Gary

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