Lech -- As to the below, yes, please file as to the named AEP Operating Companies, which are each utilities involved in the production of electricity.  I attach a copy of the latest format of the agreement, and bring to your attention certain new parties shown in the first paragraph and as signatories, mostly U.K. and Canadian entities.  A newly listed U.S. AEP affiliate is Houston Pipe Line Company LP.



   

 -----Original Message-----
From: 	"Lech Kalembka" <Lech.Kalembka@cwt.com>@ENRON  
Sent:	Saturday, November 10, 2001 5:51 PM
To:	Portz, David
Cc:	Heard, Marie; Cook, Mary; David Mitchell
Subject:	RE: AEP Master Netting Agr


Although formally only two AEP entities are party to the MNA, AEPSC is
acting as agent for a number of affiliates.  This raises, to my mind at
least, the possibility that those subsidiaries would be considered the real
"debtors" for UCC purposes.

Accordingly, I believe the prudent course is to file against each named
subsidiary, as well as against  AEPSC and AEPSI.  To do so, we will need
the subsidiaries' respective addresses, jurisdictions of organization and
"organizational ID" number (if organized in Colorado, Delaware, Maryland or
Texas), and confirmation that each is, as certainly appears to be the case,
a "transmitting utility" under the UCC, i.e., an entity primarily engaged
in the production or transmission of electricity or the transmission of
goods through a pipeline.

Thank you.

Lech Kalembka
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, NY  10038
Tel.: (212) 504-6918
Fax: (212) 504-6666
E-mail: lech.kalembka@cwt.com



                    "Portz,
                    David"               To:
                    <David.Portz@        <lech.kalembka@cwt.com>
                    ENRON.com>           cc:     "Heard, Marie"
                    Office:              <Marie.Heard@ENRON.com>,
                                         "Cook, Mary"
                    11/05/2001           <Mary.Cook@ENRON.com>
                    05:27 PM             Subject:     RE: AEP Master
                                         Netting Agr





Jurisdictions of incorporation:

          American Electric Power Service Corporation:  New York

          AEP Energy Services, Inc:  Ohio



>  -----Original Message-----
> From:   Cook, Mary
> Sent:   Monday, November 05, 2001 4:16 PM
> To:     'lech.kalembka@cwt.com'; Heard, Marie
> Cc:     Portz, David; Sager, Elizabeth
> Subject:     RE: AEP Master Netting Agr
>
> Do not do the searches, but do the filings for our benefit.
>
>     -----Original Message-----
>    From:     "Lech Kalembka" <Lech.Kalembka@cwt.com>@ENRON
>    Sent:     Monday, November 05, 2001 4:08 PM
>    To:  Heard, Marie
>    Cc:  Portz, David; Sager, Elizabeth; Cook, Mary
>    Subject:  RE: AEP Master Netting Agr
>
>
>    Should we file?  Thanks.
>
>    Lech Kalembka
>    Cadwalader, Wickersham & Taft
>    100 Maiden Lane
>    New York, NY  10038
>    Tel.: (212) 504-6918
>    Fax: (212) 504-6666
>    E-mail: lech.kalembka@cwt.com
>
>
>
>                        "Heard,
>                        Marie"               To:
> <Lech.Kalembka@cwt.com>
>                        <Marie.Heard@        cc:     "Sager,
> Elizabeth"
>                        ENRON.com>
> <Elizabeth.Sager@ENRON.com>,
>                        Office:              "Portz, David"
>
> <David.Portz@ENRON.com>, "Cook,
>                        11/05/2001           Mary"
> <Mary.Cook@ENRON.com>
>                        05:04 PM             Subject:     RE: AEP
> Master
>                                             Netting Agr
>
>
>
>
>
>
>    Lech:
>
>    I just spoke with Elizabeth Sager and she said there was no need
> to
>    order lien searches for AEP as the contract expires in March,
> 2002.
>
>    Marie
>
>    Marie Heard
>    Senior Legal Specialist
>    Enron North America Corp.
>    Phone:  (713) 853-3907
>    Fax:  (713) 646-3490
>    marie.heard@enron.com
>
>    >  -----Original Message-----
>    > From:   "Lech Kalembka" <Lech.Kalembka@cwt.com>@ENRON
>    > Sent:   Monday, November 05, 2001 3:28 PM
>    > To:     Portz, David
>    > Cc:     Heard, Marie
>    > Subject:     RE: AEP Master Netting Agr
>    >
>    >
>    > I did receive the document.  Should I contact anyone, or am I
> awaiting
>    > a
>    > call to discuss/negotiate?  Thanks.
>    >
>    > Lech Kalembka
>    > Cadwalader, Wickersham & Taft
>    > 100 Maiden Lane
>    > New York, NY  10038
>    > Tel.: (212) 504-6918
>    > Fax: (212) 504-6666
>    > E-mail: lech.kalembka@cwt.com
>    >
>    >
>    >
>    >                     David.Portz@e
>    >                     nron.com             To:
> Lech.Kalembka@cwt.com
>    >                     Office:              cc:
> Marie.Heard@enron.com
>    >                                          Subject:     RE: AEP
> Master
>    >                     11/05/2001           Netting Agr
>    >                     04:17 PM
>    >
>    >
>    >
>    >
>    >
>    >
>    > Lech -- Please let me know if you did not receive the
> attachment via
>    > my
>    > subsequent e-mail.  I understand the UCC searches and filings
> to be
>    > needed
>    > in relation to the attachment's Section 6(b).  Upon completion
> of
>    > negotiations, I will send you an electronic copy of the
> finalized
>    > Netting
>    > and Setoff Agreement to faciliate Cadwalader's preparation of
> the
>    > financing
>    > statement filings.  --David Portz
>    >
>    >     -----Original Message-----
>    >    From:   "Lech Kalembka" <Lech.Kalembka@cwt.com>@ENRON
>    >    Sent:   Monday, November 05, 2001 2:54 PM
>    >    To:     Portz, David
>    >    Subject:  Re: AEP Master Netting Agr
>    >
>    >
>    >    I did not find an attachment.  Also, I assume that we will
> prepare
>    > UCC
>    >    filings and order UCC searches.  Thank you.
>    >
>    >    Lech Kalembka
>    >    Cadwalader, Wickersham & Taft
>    >    100 Maiden Lane
>    >    New York, NY  10038
>    >    Tel.: (212) 504-6918
>    >    Fax: (212) 504-6666
>    >    E-mail: lech.kalembka@cwt.com
>    >
>    >
>    >
>    >                        "Portz,
>    >                        David"               To:
>    > <Lech.Kalembka@cwt.com>
>    >                        <David.Portz@        cc:     "Sager,
> Elizabeth"
>    >                        ENRON.com>
>    > <Elizabeth.Sager@ENRON.com>,
>    >                        Office:              "Heard, Marie"
>    >
> <Marie.Heard@ENRON.com>,
>    > "Cook,
>    >                        11/05/2001           Mary"
>    > <Mary.Cook@ENRON.com>,
>    >                        03:32 PM             "Williams, Jason R
>    > (Credit)"
>    >
>    > <Jason.R.Williams@ENRON.com>
>    >                                             Subject:     AEP
> Master
>    > Netting
>    >                                             Agr
>    >
>    >
>    >
>    >
>    >
>    >    Lech - A high priority Master Netting and Setoff Agreement
> (see
>    >    attached) is in the late stages of negotiation with the
>    > below-referenced
>    >    AEP affiliates.  The agreement is currently intended to be
> limited
>    > to
>    >    masters/ transactions between ENA &/or EPMI and two major
> AEP
>    > trading
>    >    affiliates, American Electric Power Service Corporation as
> Agent
>    > for the
>    >    AEP Operating Companies ("AEP") and AEP Energy Services,
> Inc.
>    >    ("AEPESI").  The Netting Agreement explicitly identifies
> enabling
>    >    agreements between those entities relating to trading
> physical gas,
>    >    physical power, and financial swaps.  Earlier today the
> Enron
>    > Credit
>    >    group indicated that ENA trades (using GTCs) physical coal
> and
>    > physical
>    >    synfuel with American Electric Power Service Corporation.
> Please
>    >    contact me with any questions. -- David
>    >
>    >    David A. Portz
>    >    Senior Counsel
>    >    Enron North America Corp.
>    >    1400 Smith, EB 3805a
>    >    Houston, Texas  77002-7361
>    >
>    >    Phone:   713-853-9239
>    >    Fax:  713-646-3491
>    >    Assistant:   Linda Simmons (Ext. 57851)
>    >
>    >
>    >
>    >
>    >
>    >
> **********************************************************************
>    >    This e-mail is the property of Enron Corp. and/or its
> relevant
>    > affiliate
>    >    and may contain confidential and privileged material for
> the sole
>    > use of
>    >    the intended recipient (s). Any review, use, distribution
> or
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>    >    by
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> **********************************************************************
>    >
>    >
>    >
>    >
>    >
>    >
> ======================================================================
>    > ========
>    >
>    >    NOTE:  The information in this email is confidential and
> may be
>    > legally
>    >    privileged.  If you are not the intended recipient, you
> must not
>    > read,
>    >    use or disseminate the information.  Although this email
> and any
>    >    attachments are believed to be free of any virus or other
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>    >    that might affect any computer system into which it is
> received and
>    >    opened, it is the responsibility of the recipient to ensure
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>    > is
>    >    virus free and no responsibility is accepted by Cadwalader,
>    > Wickersham
>    >    & Taft for any loss or damage arising in any way from its
> use.
>    >
>    >
>    >
>    >
> ======================================================================
>    > ========
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>    >
>    >
>    >
>    >
>    >
>    >
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> ======================================================================
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>    > NOTE:  The information in this email is confidential and may
> be
>    > legally privileged.  If you are not the intended recipient,
> you must
>    > not read, use or disseminate the information.  Although this
> email and
>    > any attachments are believed to be free of any virus or other
> defect
>    > that might affect any computer system into which it is
> received and
>    > opened, it is the responsibility of the recipient to ensure
> that it is
>    > virus free and no responsibility is accepted by Cadwalader,
> Wickersham
>    > & Taft for any loss or damage arising in any way from its use.
>    >
>    >
>    >
> ======================================================================
>    > ========
>    >
>
>
>
>
>
> ======================================================================
> ========
>    NOTE:  The information in this email is confidential and may be
> legally privileged.  If you are not the intended recipient, you must
> not read, use or disseminate the information.  Although this email and
> any attachments are believed to be free of any virus or other defect
>    that might affect any computer system into which it is received
> and opened, it is the responsibility of the recipient to ensure that
> it is virus free and no responsibility is accepted by Cadwalader,
> Wickersham
>    & Taft for any loss or damage arising in any way from its use.
>
>
>
> ======================================================================
> ========
>




==============================================================================
NOTE:  The information in this email is confidential and may be legally privileged.  If you are not the intended recipient, you must not read, use or disseminate the information.  Although this email and any attachments are believed to be free of any virus or other defect
that might affect any computer system into which it is received and opened, it is the responsibility of the recipient to ensure that it is virus free and no responsibility is accepted by Cadwalader, Wickersham
& Taft for any loss or damage arising in any way from its use.


==============================================================================