ADRD Response - Enforceability Risk and PPA Errata/Clarification

FYI
---------------------- Forwarded by Richard Shapiro/HOU/EES on 07/31/2000
07:00 AM ---------------------------
From: Aleck Dadson@ECT on 07/30/2000 02:36 PM MDT
To: Richard Shapiro/HOU/EES@EES
cc:
Subject: ADRD Response - Enforceability Risk and PPA Errata/Clarification

Rick, This should have been addressed to you too! Regards, Aleck
---------------------- Forwarded by Aleck Dadson/TOR/ECT on 07/30/2000 04:33
PM ---------------------------
From: Robert Hemstock on 07/28/2000 06:43 PM MDT
To: Aleck Dadson/TOR/ECT@ECT
cc:
Subject: ADRD Response - Enforceability Risk and PPA Errata/Clarification

While this may sound a bit like I am tooting my own horn for having done
things that I am paid and expected to do, I thought I would let you know that
I am quite proud of having accomplished the results we achieved in relation
to identifying the regulatory risks and advocating for changes that would
mitigate or eliminate many of the risks in the PPAs over the last few
months. In particular, I thought to write this note to you because I am
proud of the comment I received from Larry Charach this evening during our
final conversation in relation to the issues described below. Larry said to
me that his decision to take steps to address Enron's concerns at this late
date was based in large part on our relationship and the trust that he has
developed in me as a result of having worked with me for some time.

---------------------- Forwarded by Robert Hemstock/CAL/ECT on 07/28/2000
06:03 PM ---------------------------

From: Robert Hemstock 07/28/2000 06:04 PM

To: Derek Davies/CAL/ECT@ECT, Andre Templeman/CAL/ECT@ECT, Peter
Keohane/CAL/ECT@ECT
cc:
Subject: ADRD Response - Enforceability Risk and PPA Errata/Clarification

I spoke to Larry Charach and he advised:

1) He has authority from the Deputy Minister to request and recommend the
Registrar of Regulations that he accept the PPAs for filing under the
Regulations Act. ADRD legal counsel has apparently discussed this with the
Registrar of Regulations and it is not expected that there will be any
problem. Larry may have to have a discussion on Monday morning directly with
the Registrar to answer questions respecting why this is necessary and what
it needs to be done on an expedited basis. Apparently, even expedited it
will take a week for the registration process such that the ADRD intends to
send a notice to all bidders on Monday that it has received approval for the
PPAs to be registered as a regulation and that such registration will not
likely be effective after the PPA auction has commenced.

2) He has spoken with the Executive Director of the AEUB, Bob Heggie, who has
indicated that he intends to recommend to the Chairman of the AEUB on Monday
morning that the AEUB issue an AEUB Order accepting the 26
errata/clarifications identified by PWC on June 2000 and the subsequent
errata/clarifications that have been identified since. Apparently PWC will
have this letter done on Monday and I expect it will include the FRDT and
PRDT issue.
I believe all of the following outstanding errata/clarifications have now
been addressed to Enron's satisfaction:

(a) NPV in the RBPA;
(b) parasitic load
© change in law - more profitable
(d) clarification of FCR
(e) FRDT and PRDT (Article C7).

Regards,

Rob