RE:

Dan,

When we originally discussed a physical gas contract with SMUD, I mentioned
that we had sent them a contract in the past. That is why I asked if we
could incorporate some of the language from their long term contract in order
to appear to be working with them. Also, I was under the impression that you
were working with Shari to incorporate applicable language from the
agreements that we have come to terms with them on. So, I guess using the
standard agreement, which is not what I requested, might have been a waste of
your time.

I understand that their contract language might be lacking and I didn't
expect to use their contract in full. ( He indicated that SMUD used language
from one of Enron's old contracts?). If you say that we can't use any of
their language - that's fine too. It just seems as though you sent a
standard form without considering my requests. I also need to be informed of
the reasons we can't use any of their language so I can discuss this with
them. SMUD is one of the customers we have already missed opportunities with
and if we can appear to work with them - it would be to our benefit. Legal,
as well as credit, is considered to be a part of the team that helps build
these customer relationships. I hope we can work with them on this agreement.

Thanks,

Kim

Dan J Hyvl
03/13/2001 05:39 AM
To: Kim Ward/HOU/ECT@ECT
cc:
Subject: RE:

Kim,
What is meant by a "new review of this agreement"? Have they reviewed the
master previously? If so, I have been wasting my time inserting the credit
requirements into the standard agreement?
I have reviewed the contract form that they provided and it is lacking in
numerous areas. I think it is a form they put together for use with a
Canadian producer. The remedy for a default is determined by the sales or
purchase price that the other party can negotiate, as such ENA cannot comply
because we do not allow anyone the ability to review our contracts with other
parties. The form also has no credit provisions, no limitation of liability
provisions, no acceleration provisions in the event of default, etc.
Additionally, a transaction can only be done by signing a confirm, and if not
signed, no agreement.
Let's discuss where we go from here.

Kim Ward
03/12/2001 05:17 PM

To: Dan Hyvl
cc:
Subject: RE:

Dan,

This was the reaction that I just got from SMUD. I am assuming that we
didn't incorporate any of their language, which is fine. It would just be a
point of discussion if I could point out that we were working with their
language.

Thanks,

Kim
---------------------- Forwarded by Kim Ward/HOU/ECT on 03/12/2001 05:14 PM
---------------------------

Calvin Miller <cmiller@smud.org< on 03/12/2001 03:15:47 PM
To: "'Kim.Ward@enron.com'" <Kim.Ward@enron.com<
cc:
Subject: RE:

Kim-

I received your e-mail. I did not know that you were sending "your Master
Agreement". I'm not sure as to when I will be able to give a "new" review
of this agreement.

Calvin

-----Original Message-----
From: Kim.Ward@enron.com [mailto:Kim.Ward@enron.com]
Sent: Monday, March 12, 2001 2:32 PM
To: cmiller@smud.org
Subject:

Calvin,

Attached is a draft copy of our Master Firm Physical Gas Agreement.
Please let me know what I can do to help facilitate the process required to
get this in place.

Thanks,

Kim

(See attached file: SMUD_enfolio_draft1_Mar_12.doc)