Finalization and Execution of ENA/EWEB documentation

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