CSC is Computer Science Corp.
Joel's number is x57723.
---------------------- Forwarded by Mark Taylor/HOU/ECT on 12/16/99 09:18 AM 
---------------------------


Joel Ephross@ENRON
12/15/99 06:44 PM
To: Mark Taylor/HOU/ECT@ECT
cc:  
Subject: Project Raven -- lastest diagram and draft Amendment docs


---------------------- Forwarded by Joel Ephross/Corp/Enron on 12/15/99 06:41 
PM ---------------------------


Scott Donaldson@EES
12/15/99 10:07 AM
To: Joel Ephross/Corp/Enron@Enron
cc:  

Subject: Project Raven -- lastest diagram and draft Amendment docs

Joel --  attached below is the latest deal diagram which is our understanding 
of the structure after discussions with David Barber last night.   Also 
attached are the latest drafts of the Amendments.

Call if you want to discuss before our 2:00 o'clock meeting.  We intend to 
meet with Barclays later this morning.  

Scott  (3-7661x)
pager 888-634-9850





	Enron Energy Services
	
	From:  Jimmie Williams                           12/10/99 03:02 PM
	Phone No: (713) 853-4278
	



To: Scott Donaldson/HOU/EES@EES
cc:  
Subject: Re: CSC Amendment  

I should have the amendment completed by end of next week.  I had a 
conversation with Mike Beebe, President CSC Energy Services, earlier today, 
and the only issue they have with the attached amendment (I am forwarding you 
the amendments under separate cover) is the changes to the termination on a 
change of control by CSC.  I don't think there will be any additional room 
for further changes, but we have incorporated the majority of changes 
requested by the monetization team.

Call me with questions/concerns.

Jimmie



Scott Donaldson
12/10/99 02:52 PM
To: Jimmie Williams/HOU/EES@EES
cc: Larry Derrett/HOU/EES@EES, Robert Callan/HOU/EES@EES, David 
Dye/HOU/EES@EES 
Subject: CSC Amendment

Jimmie -- we are proceeding with the securitization.  Wanted to get an update 
on the Amendment.  

(1) How far along are you with CSC?  Has CSC signed-off on the draft ?
(2) Will the Amendment be executed by year-end?
(3) Is it likely that the termination payment amount (for the Premium Payment 
tranche) stay as it is currently drafted?
(4) Do we or the banks have any room to suggest changes?


Please let us know how we can help.   Thanks.....Scott  (3-7661)



---------------------- Forwarded by Scott Donaldson/HOU/EES on 12/13/99 06:56 
AM ---------------------------

	Enron Energy Services
	
	From:  Jimmie Williams                           12/10/99 03:04 PM
	Phone No: (713) 853-4278
	



To: Scott Donaldson/HOU/EES@EES, Larry Derrett/HOU/EES@EES
cc:  
Subject: Second Amendment to Stock Purchase Agt - 11/8/99.DOC

Amendment to Stock purchase agreement.

Jimmie
---------------------- Forwarded by Jimmie Williams/HOU/EES on 12/10/99 03:03 
PM ---------------------------


"Fenelon, Ken" <kfenelon@velaw.com> on 12/06/99 01:55:23 PM

	
To:	"'mbeebe@csc.com'" <mbeebe@csc.com>
cc:	Deborah Culver/HOU/EES@EES, Jimmie Williams/HOU/EES@EES, "Boeckman, Jim" 
<jboeckman@velaw.com>
	
Subject:	Second Amendment to Stock Purchase Agt - 11/8/99.DOC



 <<99.DOC>> At the request of Deborah Culver and Jimmie Williams I am
sending you a draft of the Second Amendment to Stock Purchase Agreement.

 - 99.DOC

---------------------- Forwarded by Scott Donaldson/HOU/EES on 12/13/99 06:56 
AM ---------------------------

	Enron Energy Services
	
	From:  Jimmie Williams                           12/10/99 03:04 PM
	Phone No: (713) 853-4278
	



To: Scott Donaldson/HOU/EES@EES, Larry Derrett/HOU/EES@EES
cc:  
Subject: Amendment No. 1 to Services Agreement

Amendment to Services Agreement.

Jimmie
---------------------- Forwarded by Jimmie Williams/HOU/EES on 12/10/99 03:04 
PM ---------------------------


"Boeckman, Jim" <jboeckman@velaw.com> on 12/01/99 01:39:07 PM

	
To:	"'Beebe, Mike (CSC)'" <mbeebe@csc.com>
cc:	Jimmie Williams/HOU/EES@EES, dculver@ees
	
Subject:	Amendment No. 1 to Services Agreement





At Deborah Culver and Jimmie Williams' request, I am forwarding to you the
attached draft of Amendment No. 1 to the Services Agreement between EESO and
CSC.  Also attached is a version marked to show changes against the original
text from the Services Agreement.

Please contact me if you would like me to forward the attached to your
counsel.

Regards,
Jim Boeckman


 - CSC Amendment No. 1- redlined vs. original.DOC
 - CSC Amendment No. 1.DOC

---------------------- Forwarded by Scott Donaldson/HOU/EES on 12/13/99 06:56 
AM ---------------------------


George.McKean@barclayscapital.com on 12/13/99 02:54:08 AM

	
To:	Scott Donaldson/HOU/EES@EES, Larry Derrett/HOU/EES@EES
cc:	Derek.Rozycki@barclayscapital.com
	
Subject:	Raven - Questions/Clarifications



 <<Questions 1.doc>>
I will call to discuss

George

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 - Questions 1.doc