Carol,

We have a significant amount of exposure with Mieco and may be heading down 
for a visit to Long Beach early next week for some due diligence.  Our 
exposure is at EPMI, ENA and Portland General.  Can you review the CA and 
provide comments?

Thanks,
Bill


 -----Original Message-----
From:  Richard Lowell <rlowell@mieco.com>@ENRON  
Sent: Wednesday, April 18, 2001 5:09 PM
To: 'robin_thompkins@pgn.com'; Bradford, William S.
Subject: Confidentiality Agreement Draft As Discussed


 
 
 
 
 
 

CONFIDENTIALITY AGREEMENT WITH RESPECT TO THE 
FINANCIAL INFORMATION PROVIDED BY
MIECO INC.

 
      This Confidentiality Agreement with respect to financial and/or 
economic Information of Mieco Inc. (&Confidentiality Agreement8) by and 
between Mieco Inc. hereinafter called &Discloser8, and the undersigned party 
whose name appears below (&Recipient8).
 
      WHEREAS, Discloser will disclose, prepare or supervise the preparation 
of certain Protected Information, as that term is defined in section 1 
hereof, and Discloser has agreed to make certain Protected Information 
available to Recipient, subject to the terms and conditions set forth in this 
Confidentiality Agreement.
 
      NOW THEREFORE, in consideration of the above promises and the mutual 
covenants set forth herein, Discloser and Recipient hereby agree as follows:
 
1.      DEFINITIONS. For purposes of this Confidentiality Agreement 
&Protected Information8 means any financial or economic information disclosed 
or prepared by Discloser with respect to operations or planned operations of 
the Discloser. &Protected Information8 includes all related communications 
regarding said operations whether such communication is oral or takes the 
form of writings or documents. 
      For purposes of this Confidentiality Agreement, &Representative8 shall 
mean any director, officer, employee, agent or other representative of a 
Recipient.
 
2.    USE OF PROTECTED INFORMATION BY RECIPIENT. Recipient shall use 
Protected Information solely to: (a) Evaluate any proposals made, position 
taken by Discloser on any matter involving the operations, planned operations 
or credit worthiness of Mieco Inc.; and (b) to prepare Recipient,s own 
proposals or positions with respect to such matters. In its use of the 
Protected Information for these purposes, Recipient shall not disclose or 
permit the disclosure of any Protected Information in any manner inconsistent 
with the above including disclosure to employees of Recipient for trading 
purposes or to cause or permit the Protected Information to become part of 
any public record without the prior written consent of Discloser, provided, 
however, that the foregoing is limited by section 4 hereof.
 
3.     NONDISCLOSURE OF PROTECTED INFORMATION. (a) The Protected Information 
will be kept confidential by Recipient and its Representatives and will in no 
event be given or revealed to any other person or entity without the prior 
written consent of Discloser; provided, however, that Recipient may disclose 
Protected Information to any of its Representatives, but only if (i) such 
Representative needs to 
 
 
 
 
 
 
 
 
have access to Protected Information for any purpose for which Protected 
Information may be used pursuant to section 2 hereof, and (ii) the disclosure 
to the Representative is made in strict conformity with all of the provisions 
of this section 3 and (iii) Recipient is responsible for compliance by its 
Representatives with this Confidentiality Agreement. (b) Recipient will not 
disclose any Protected Information to any person or entity except as 
permitted hereby and all persons or entities who are to receive Protected 
Information pursuant hereto shall safeguard the Protected Information from 
unauthorized disclosure. (c) In addition, Recipient shall not disclose to any 
other person or entity that it has received Protected Information hereunder.
 
4.      INAPPLICABILITY TO NON-CONFIDENTIAL INFORMATION. Notwithstanding any 
other provision hereof, the following shall not constitute Protected 
Information for purposes of this Confidentiality Agreement and Recipient and 
its Representatives shall have no duty or obligation to Discloser with 
respect thereto: (a) Information that is or becomes generally available to 
the public other than as a result of a disclosure by Recipient or any of its 
Representatives; (b) Information that was already known to Recipient or any 
of its Representatives on a non-confidential basis prior to being so 
provided; (c) Information that becomes available to Recipient or any of its 
Representatives on a non-confidential basis from a source other than 
Discloser if such source is not subject to any prohibition (whether 
contractually undertaken or imposed by law) against transmitting such 
information to Recipient or any of its Representatives. 
 
5.      INVOLUNTARY DISCLOSURE OF PROTECTED INFORMATION. Notwithstanding any 
other provision of this Agreement, if Recipient or any of its Representatives 
are requested or required to disclose any Protected Information, such party 
will notify Discloser of such request or requirement so that Discloser may 
seek an appropriate protective order or waive compliance with the provisions 
of this Confidentiality Agreement. Recipient and/or its Representatives may 
disclose only such of the Protected Information to the party compelling 
disclosure as is required by law.
 
 
Agreed this _____ day of___________, 2001
 
 
Recipient: __________________________
                                       
                
By: _____________________________________________
 
NAME AND TITLE: ________________________________
 
 
 
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