FYI.  Michelle

---------------------- Forwarded by Michelle Cash/HOU/ECT on 10/31/2000 12:27 
AM ---------------------------
From: Stuart Zisman on 10/30/2000 04:56 PM
To: hhaltom@andrews-kurth.com
cc: Andrew Kelemen/HOU/ECT@ECT, Ron Coker/Corp/Enron@Enron, Don 
Miller/HOU/ECT@ECT, Michelle Cash/HOU/ECT@ECT, Dale Rasmussen/HOU/ECT@ECT, 
Karen E Jones/HOU/ECT@ECT, fmackin@aol.com 
Subject: Labor Issues response from Pat Mackin

I spoke with Pat Mackin regarding the two representations that I mentioned in 
my Comments to the PSA.  For those that are copied on this email that did not 
receive my comments, I have inserted the relevant language below:

 Labor Issues

1) Two different bidders made reference to different parts of Section 414 of 
the Internal Revenue Code of 1986, as amended.  One was Section 414(t) 
dealing with being treated as a &single employer8 with another party and the 
other was Section 414(n) dealing with &leased employees.8  I have to assume 
that the two are somehow related.  Is there something that we can concede in 
this area to provide our bidders some level of comfort without increasing 
Enron,s exposure??  


According to Pat, the single employer representation (414(t)) should not be 
added to any of the PSA's because the Peaker and the Pastoria LLCs do not 
have any employees and ENA does not own more than 80% of LV CoGen. 

The second representation regarding 414(n) and Leased Employees is a 
representation that can be given by the Peaker and Pastoria LLCs (because the 
LLCs have no employees and don't lease any employees).  It is unclear, 
however, whether it is applicable to LV CoGen.  Ron/Andy would either of you 
please let me know  whether LV CoGen "leases" any employees.  Pat suggested 
that the HR person for LV CoGen should know.

Stuart