Re: Public Utility District No 2 of Grant County

Muni's and other public entities (state, local and federal) are the type of
counterparties for which we require legal opinions and the whole ball of wax,
so to speak, including background documentation, resolutions, etc. If we
cannot prove authority to transact, then the agreement may not be enforceable
(i.e., if the counterparty owes us money, we may not be able to collect). We
definitely need to review certified copies of the counterparty's charter,
enabling statutes or legislation creating or authorizing the counterparty,
its bylaws, charter or constituent docs, investment policies, guidelines or
restrictions, resolution approving the swap (or other) transactions and
authorizing a person(s) to transact,etc AND a legal opinion (the format of
which we always provide to the counterparty). It's best to execute the
ISDA but we do have an omnibus drafted for municipalities. Call if you need
further help. Sara

Enron North America Corp.

From: Patricia Cini 11/16/99 03:13 PM

To: Sara Shackleton/HOU/ECT@ECT
cc:
Subject: Public Utility District No 2 of Grant County

Sara:

2 power swaps were done on 11/10/99 with this entity that is a municipality.

Buying a swap. 30,800MW at a price of $20.00. 7/1/00-9/30/00. Deal number
261960.2
Selling a swap. 30,800MW. 4/1/00-6/30/00. Deal number 261960.3

I want to check this deal with you to see if this entity is allowed to enter
into financial swaps.
Please let me know if you need any further information.

Regards,

Pat