Susan:

Regarding "Energy New England LLC", I found the attached.  Please let me know 
what we actually prepared in the past (if anything).  In any event, we will 
need the latest update as well as an update from credit.  Sara


Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com
----- Forwarded by Sara Shackleton/HOU/ECT on 01/18/2001 10:40 AM -----

	Sara Shackleton
	10/25/2000 02:13 PM
		 
		 To: jimdelani@aol.com
		 cc: Joe Gordon/Corp/Enron@Enron, Edward Sacks/Corp/Enron@Enron, Susan 
Bailey/HOU/ECT@ECT
		 Subject: ISDA Master Agreement prepared by Enron North America Corp. ("ENA")

Jim:

Pursuant to our recent conversation, I have attached below a DRAFT of ENA's 
standard (1) municipal ISDA Schedule and (2) Paragraph 13 to the ISDA Credit 
Support Annex.  These two documents are intended to supplement the 
boilerplate for the ISDA Master Agreement and the ISDA Credit Support Annex.  
The forms are generic, that is, they have not been tailored for use by a 
specific municipal counterparty; they would necessarily be the subject of 
specific negotiations.  

Energy New England's agency relationship with the various municipalities 
appears to cover physical trading.  Notwithstanding the agency agreement, the 
financial trading world requires much more specificity, including but not 
limited to, evidence of authority to execute a master financial agreement and 
transactions thereunder.  Additional information, including a legal opinion, 
is also required.  

I assume from our prior conversation that you already have in your possession 
copies of the ISDA boilerplate.  Please advise otherwise.

You should feel free to contact Ed Sacks with questions regarding collateral 
support documentation.  As I mentioned, the attached Paragraph 13 has not 
been customized.

Please feel free to call if you have any questions.

Sara