Q: Kevin Sweeney forwarded this message to me. Fernley may have made you aware of his decision with Tani when you and he talked yesterday. If not, I thought that you might be interested in this. --Sally
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A: Organisational Announcement - Tani Nath

Q: I was informed by Steve Douglas this morning that for tax reasons we need t= o assign a number of weather transactions ENA entered into with XL Trading = Partners Ltd. from ENA to Chiricahua III LLC and Chiricahua V LLC. These t= wo entities are ultimately wholly owned subsidiaries of ENA. It is intende= d that these entities will also enter into a few weather transactions direc= tly with XL Trading Partners Ltd. All of these transactions must have a te= rm that ends no later than midnight December 31 2001. My understanding is t= hat some time after these transactions are assigned or entered into the Chi= ricahua entities will be liquidated sometime during the month of December a= nd the weather transactions will be transferred to the parent entity which = will subsequently be liquidated and moved to its parent and so on until the= transactions end up at ENA. I would ask Bret or Steve to clarify the proc= ess to the extent that I have left anything out or misstated the proposal i= n broad terms. If anyone needs a detailed explanation of the process pleas= e call Bret at ext. 54390. I would ask that everyone review the attached documentation in light of the= proposal above to give their views from a credit, Dynegy merger agreement,= legal, operational, commercial, corporate governance, and guarantor perspe= ctive. I am proposing the following draft documents for the assignment of the ENA = trades to Chiricahua III and V entities. =20 =20 I am proposing the following blacklined draft master agreements to be enter= ed into between Chiricahua III and V and XL Trading Partners Inc. These ar= e based on the executed ENA/XL Trading master. Please note that Chiricahua= and XL Trading would be providing parent guaranties in the form previously= agreed upon by ENA and XL Trading. Deb, please note the documents to be d= elivered section for the Chiricahua entities. Will we need some new resolu= tions passed? =20 I am attaching final drafts of the confirmations that were entered into bet= ween the parties. The first six will be assigned to Chiricahua III and the= second six will be assigned to Chiricahua V. Rebecca, please note that I = will need copies of the executed confirmations for these transactions or th= e document that we sent to XL Trading if they have not yet signed the docum= ent by tomorrow midday if at all possible so I can attach them as exhibits. Chiricahua III =20 Chiricahua V =20 Please let me know if you have any questions or comments on the documentati= on. If you have any comments or questions relating to the tax purpose or p= rocess of this series of transactions please call Bret Well at ext. 54390. Regards,
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A: Chiricahua Assignments

Q: Rod: There are 2 open issues on Dresdner Bank: 1. Netting - they are saying that operationally they cannot net across product lines. Are you okay with this? 2. Calculation Agent - they want to be the Calculation Agent. Since we have no CSA with them, this means that they would be doing all of the calculations required under each transaction that we enter into with them. Specifically, the CA does the following: - calculates the Floating Price and the Floating Amount, Fixed Amount or Cash Settlement Amount payable - gives notice of Settlement and Payment Dates - determines whether a Market Disruption Event has occurred Also, my notes indicate that we agreed to increase the Guaranty cap to $25,000,000 from $15,000,000. Is that okay with you? They had initially requested no cap. On Reliant Energy Services, Inc., you were going to think about the following credit issues: 1. Specified Transaction - they want to include physical energy deals. You were going to think about this and whether we needed a cap. They wanted to amend the definition of Specified Indebtedness to deal with this, but I think you and I felt taht it should be dealt with in the definition of Specified Transaction. 2. Cross Default threshold - is 3% of equity okay? 3. On Credit Event Upon Merger, they want to define "materially weaker" as either (1) being below investment grade by either S&P or Moody's or (2) being failed to be rated by either S&P or Moody's. 4. On setoff, they did not have the "affiliate" language. 5. In the CSA, they want the collateral that is posted to secure both financial deals and physical gas and power deals entered into between ENA and Reliant Energy Services, Inc. 6. In the collateral threshold, they have proposed a matrix of S&P and Moody's ratings, with the threshold amount being the lower of the 2 ratings. AA-/Aa3 and above $20,000,000 A-/A3 to A+/A1 $15,000,000 BBB/Baa2 to BBB+/Baa1 $10,000,000 BBB-/Baa3 $5,000,000 Also, they have defined MAC to be going below BBB- by S&P or below Baa3 by Moody's or a failure to be rated by either S&P or Moody's. 7. In the LC provisions, they have different cure periods for each of the types of Letter of Credit Defaults that can occur. Here is a summary of the events and the time periods for transferring substitute colateral: - If issuer's credit rating is downgraded - 1 business Day after written demand by the Secured Party - if issuer fails to comply with its obligations under the LC or disaffirms or rejects the LC - 1 Business day after the pledgor receives notice of dishonor - if LC fails to be in full force and effect or issuer declares bankruptcy - 3 Business Days after written demand by Secured Party In our form, we require substitute collateral to be posted within 2 Business Days of the occurrence of the above events, except for a downgrade where the time period is 5 Business Days On SG Interests, you were going to talk to them about certain credit issues. Please let me know when you can where you stand on the above. Thanks. Carol
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A: Dresdner Bank, Reliant, SG Interests

Q: Guys, Attached below is a presentation that I put together for M Frevert for the latest analyst presentation. We kept it to only a few businesses - they didn't end up using any of it. I do however want to have an EGM presentation that everyone can use. Please prepare a section on each of your businesses and return via email or hard copy. Don't worry about power point, simply the dot points that you want on the page. Thanks,
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A:
presentation