LADWP Gas Contract

Dear Potential Gas Supplier

As some of you may know our authority to buy gas off our existing spot agreement
will come to an end on December 31, 2001. While we will honor current
commitments for gas to be delivered after that date, but we will not be able to
use the spot agreement to buy any more gas. The reason that this is happening
is that our City Attorney has interpreted the new City Charter as not allowing
delegations of authority such as employed in the way we buy gas now.

We are seeking approval for an ordinance which must be approved by the City
Council that will restore our former ability to buy gas with the kind of
agreement most gas suppliers are familiar. We have the ordinance approved by
the City Attorney and it will shortly be in the pipeline for approval by our
Board and the City Council, but until then, this contract is a stop gap to keep
us operating.

I've attached the new contract and a cover letter which explains what we are
doing. The deadline is November 8, 2001 at 4:00 PM. We will take the executed
contracts to our Board with the counterparties listed on a Board Resolution and,
if it is approved, we will be allowed to buy gas from this group after the new
year begins. This is not the ideal contract but one we feel our Board will be
comfortable with until we can get around the Charter problem. I can't make any
changes to this contract. There is a notice published in the LA Times about the
availability of the contract but I am sending it to you directly as someone we
have already done business with (and undoubtedly have satisfied all our
boilerplate requirements) and will probably be interested in what we are trying
to do here.

I Hope most of you will respond. Thanks

(See attached file: Spot Gas Cover Letter.doc)(See attached file: New Spot Gas
Contract.doc)

- Spot Gas Cover Letter.doc
- New Spot Gas Contract.doc