----- Forwarded by Richard B Sanders/HOU/ECT on 04/19/2001 12:39 PM -----

	"J. ROBERT NELSON" <JRNELSON@LLGM.COM>
	04/12/2001 04:40 PM
		 
		 To: RICHARD.b.sanders@enron.com
		 cc: "CARL A. EKLUND" <CEKLUND@LLGM.COM>
		 Subject: California Power Exchange


Joe Eisenberg just floated a trial balloon with me.  Joe is at risk of losing 
the CFO and counsel, something I reported yesterday.  On top of that, the 
creditors committee is balking at spending a part of the approximately $20 
million of "unencumbered" cash to keep the doors open and generate numbers 
that only benefit participants.  Joe is thinking about a liquidating plan.  
He didn't have all the details, but he did mention several points.  Some 
amount would be set aside to pay the trade debt.  He used a $5 million 
number.  The total unsecured debt (not including participants' claims) could 
be as much as $20 million if rejection damages are included, so those 
creditors would stand to get around 25%.  The balance of the cash, after 
paying administrative costs, would go, directly or indirectly, for the 
benefit of participants.  The litigation and claims resolution would be under 
the control of the participants.  Some of the cash would pay for accounting 
work.  Other cash would pay for prosecution of litigation claims under the 
direction of a committee.  In the end, whatever cash remains together with 
any recoveries from litigation, would presumably be distributed to 
participants.  I assume the plan would designate some individual to supervise 
the wind up process.  The participants committee could remain in existence to 
supervise the process.  If we structured such a plan, we'd try to push it to 
confirmation quickly, assuming support from the creditors committee.  The 
option may be appointment of a trustee.  We should discuss our preference so 
that I can get back to Eisenberg promptly.

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J. Robert Nelson
725 Soth Figueroa St, Los Angeles, Ca. 90017-5436


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