RE: PG & E Creditworthiness

I don't see any serious problems with this. There are a few things you two
need to verify or get comfortable with: bullet 6 says PG&E has made all
payments in a timely manner. You can leave it in if its true, but the bullet
needs to be mutual, not one-way, and I'd suggest replacing it with:
"Transwestern and PG&E agree that, by entering into this agreement, neither
is to be deemed to have made any admission against interest." Also, the
mechanism in bullet 9 is up to you, Paul. We should probably list the rating
service by name to avoid ambiguity. There are also a couple of minor
things: in bullet 2, add an "s" to "contract" inline 2; in bullet 7, add
"the" at the end of line 1. Call if you have questions. DF

From: Paul Cherry 02/01/2001 08:36 AM

To: Drew Fossum/ET&S/Enron@ENRON, Rick Dietz/ET&S/Enron@ENRON
cc:

Subject: RE: PG & E Creditworthiness

I have received the comments from PG & E. They are in a red lined version in
the attached file below.

Please review and let's discuss.

Thanks.
---------------------- Forwarded by Paul Cherry/GPGFIN/Enron on 02/01/2001
06:39 AM ---------------------------

"Chung, Chris" <C1C4@pge.com< on 01/31/2001 03:20:58 PM
To: "'Paul.Cherry@enron.com'" <Paul.Cherry@enron.com<
cc: "Anderson, David W (Law)" <DWA3@pge.com<, "Foley, Jack" <JRFc@pge.com<

Subject: RE: PG & E Creditworthiness

Paul,
Here's PGE revision to the proposed document.
Good to know that you have received wire transfer in time.

Chris Chung
PG&E Company
Credit Risk Management
VM 415-972-5654
Fax 415-973-7301

-----Original Message-----
From: Paul.Cherry@enron.com [mailto:Paul.Cherry@enron.com]
Sent: Tuesday, January 30, 2001 12:12 PM
To: Chung, Chris
Cc: Rick.Dietz@enron.com
Subject: PG & E Creditworthiness

Chris,

Per your telephone request, I have attached a file of the agreement .

Additionally, we have received the wire transfer today of $
1,875,900.00.

Regards.

(See attached file: PGEAGR.doc)
---------------------- Forwarded by Paul Cherry/GPGFIN/Enron on 01/30/2001
12:08 PM ---------------------------

(Embedded
image moved
to file: From: Paul Cherry
pic11191.pcx) 01/26/2001 02:24 PM

To: c1c4@pge.com
cc:

Subject: PG & E Creditworthiness

Attention: Chris Chung

Reference: Transwestern Pipeline Request for Demonstration of
Creditworthiness
January 22, 2001

Please be advised that the date for providing creditworthiness to
Transwestern Pipeline has been extended to 12:00 P.M.,CST, January 30,
2001.

If you have any questions, please advise.

Regards.

- PGE Revisions to TW credit assurance 1-31-01.doc