Customer Representation

Mark, I hope you can help me with two things further to our meeting last
Thursday re the swap rep in our commodity agreements:

I'm trying to track down the evolution of EES's swap rep. Would you send me
a copy of ENA's swap rep so that I can confirm that EES uses the same one?
Paige is out on parental leave. Georgeanne Hodges recommends I speak to Cris
Sherman. Do you agree, or would you suggest someone else?

Thanks for your help.

Melinda
---------------------- Forwarded by Melinda Winn/HOU/EES on 06/15/2000 03:44
PM ---------------------------
From: Georgeanne Hodges@ECT on 06/14/2000 03:56 PM
To: Melinda Winn/HOU/EES@EES
cc:
Subject: Customer Representation

Melinda,

I'm sorry to pass you off to someone else, but I really am not the right
person to answer this. I would try the transaction accounting department
either in ENA or EES. In ENA, I would speak to Cris Sherman or in EES, I
believe that it is Wade Stubblefied.
---------------------- Forwarded by Georgeanne Hodges/HOU/ECT on 06/14/2000
04:44 PM ---------------------------

Mary Lynne Ruffer
06/14/2000 03:18 PM
To: Georgeanne Hodges/HOU/ECT@ECT
cc:
Subject: Customer Representation

---------------------- Forwarded by Mary Lynne Ruffer/HOU/ECT on 06/14/2000
04:15 PM ---------------------------

Enron North America Corp.

From: Donna Jones 06/09/2000 02:22 PM

To: Georgeanne Hodges/HOU/ECT@ECT, Mary Lynne Ruffer/HOU/ECT@ECT
cc:
Subject: Customer Representation

---------------------- Forwarded by Donna Jones/HOU/ECT on 06/09/2000 02:17
PM ---------------------------

Melinda Winn@EES
06/08/2000 02:27 PM
To: Paige B Grumulaitis/HOU/ECT@ECT
cc: James E Keller/HOU/EES@EES, Mark Taylor/HOU/ECT@ECT, Susan
Wheeler/HOU/EES@EES
Subject: Customer Representation

Paige, Mark Taylor suggested I speak to you re the GAAP aspect of the bold
language in the provision set out below. This provision, which we refer to
as the "swap rep," is based on a Commodities & Futures Trading Commission
regulation and is in our commodity forms. Could I calculate these amounts
per GAAP, i.e, does GAAP define "tangible net worth"? Does GAAP define "net
worth"? If GAAP does not define "tangible net worth" or "net worth," does it
speak to the components that would make up these terms? Which "value" would
be applicable per GAAP - book, fair market or some other value?

Additional Representations and Warranties of Customer. Customer further
represents and warrants that (a) it has entered into this Agreement based
solely upon the express representations and warranties set forth in this
Agreement; (b) it has received a notice from EESI with respect to the
disclosure of certain customer information to EESI by Utility(ies) and has no
objection to such disclosure; © whenever EESI exercises an EESI Energy
Sales Option, Customer shall purchase energy from EESI to satisfy the energy
requirements of each Facility and shall not resell any portion of such energy
to any third party; (d) it either (i) owns assets with a value in excess of
ten million dollars ($10,000,000) or (ii) has a tangible net worth in excess
of one million dollars ($1,000,000), in each case calculated according to
generally accepted accounting principles consistently applied; and (e) it is
a producer, processor, commercial user of, or merchant handling the commodity
subject to this Agreement or the product or by-products thereof, and it has
entered into this Agreement solely for non-speculative purposes related to
its business as such.

Please call me with any questions or to discuss further. Also, please let me
know if you want to forward this inquiry to anyone else. Thanks in advance
for your help.

Melinda Winn
3.5940