Dick:

Please call me about the settlement issue.  I spoke with Jim earlier and he 
deferred to you entirely.  Thanks.  Sara



	"Dick D VARNER" <Dick.Varner@EWEB.Eugene.OR.US>
	01/02/2001 11:34 AM
		 
		 To: <jdeason@chbh.com>, <lcable@chbh.com>, <Sara.Shackleton@enron.com>, 
"Bert I DUNN" <Bert.Dunn@EWEB.Eugene.OR.US>
		 cc: <Holli.Krebs@enron.com>, <Stephanie.Panus@enron.com>, 
<Susan.Bailey@enron.com>
		 Subject: Re: Finalization and Execution of ENA/EWEB documentation


On number 4, we have Chip Eady of Foley Lardner, our bond counsel, working on 
this.

>>> <Sara.Shackleton@enron.com> 01/02/01 09:00AM >>>
All:

Following is a list of outsanding items:

(1)  ISDA Master Agreement (Schedule and Credit Support Annex)
          I need to better understand EWEB's proposed settlement language.
ENA generally sends an invoice when the counterparty owes a payment (but
not  when ENA owes a payment).  The invoice reflects the outstanding
transactions for a given Calculation Period and the net amount owed.  ENA
can       generate this invoice in all cases.  Does EWEB intend that BOTH
parties always send reciprocal invoices?  Is is necessary that the Calc
Agent ALSO     make a phone call?  What does EWEB's language "separate
invoices and documentation covering each Transaction sufficient to permit
the other           party to comply with its interanl accounting and record
keeping procedures concerning individual Transactions" mean?

     Please call me to resolve.

     When can we execute?

(2)  Cable Huston legal opinion:  please add

     (1)  opening paragraph:  "(iii)  the Confirmations for Transactions
ENA Contracts Nos. 447459.02 and 447459.4 each dated October 30, 2000 ..."

     (2)  Paragraph 12 prior to the period in the first sentence:  "as
those terms are defined in the Master Resolution adopted by the EWEB Board
on June   16, 1986, as supplemented"

(3)  the two (2) confirmations
     These require execution by EWEB.  When will this be done?

(4)  Bond Counsel opinion
     Dick, I sent you  an email on Friday.  ENA is pleased to discuss with
your counsel.  Please refer to Larry's legal opinion:  the deleted
Paragraph 10   of the December 21, 2000 draft and the Paragraph 12 of the
December 30, 2000 draft for the type of information requested.

Please let me know if I have left out any items.  I would like to finalize
documentation today.

Regards.  Sara