----- Forwarded by Elizabeth Sager/HOU/ECT on 02/20/2001 02:22 PM -----

	David Portz
	02/20/2001 02:07 PM
		 
		 To: Elizabeth Sager/HOU/ECT@ECT
		 cc: 
		 Subject: TVA


----- Forwarded by David Portz/HOU/ECT on 02/20/2001 02:07 PM -----

	Edward Sacks@ENRON
	02/20/2001 12:22 PM
		 
		 To: David Portz/HOU/ECT@ECT, Joseph Wagner/NA/Enron@Enron
		 cc: 
		 Subject: TVA

David,

TVA's proposed credit assurance language should be amended to reflect our 
standard language with the downgrade event being established at BBB- or 
Baa3.  Also, your redline should also delete any subjectivity which provides 
the TVA the unilateral right to call for additional or replacement 
collateral.  In looking at historical agreements (i.e. master options 
agreement), our standard credit provisions have been accepted.  I will 
forward another email with their prefered gty form.  It appears that we 
currently have outgoing gtys; however, they govern certain agreements like 
the Master Options Agmt.  Comments or questions, please call.


Ed Sacks




---------------------- Forwarded by Edward Sacks/Corp/Enron on 02/20/2001 
11:54 AM ---------------------------


Joseph Wagner
02/20/2001 09:57 AM
To: David Portz/HOU/ECT@ECT, Edward Sacks/Corp/Enron@Enron
cc:  

Subject: TVA

Dave and Ed,

We closed two option deals with TVA last week.  They have sent the following 
comments on our standard confirms. 

Dave - Rogers has already commented on the 16 hour call.  His comment was 
that this is a 16 hour call, all or none, not up to 16 hours.  Secondly, the 
option is exercisable in 50 MW blocks (increments of 50MW) not a minimum of 
50 MW.  Please look at the rest of the language and let me know your 
thoughts.  Thanks.

Ed-  there are some credit additions on page 3 under credit assurance.  Let 
me know what you think.

Thanks guys.

-Joe