IN: Gerald, I attach a copy of the current form of master physical gas agreement ECC has in place with CNR. Randy will send you a credit worksheet in the next half hour. Can you make sure that your form of master has the triangular setoff language that Mark Haedicke distributed a month or so ago to be included in all agreements, as CNR wants to ensure there is cross-affiliate setoff. Once it is prepared, Howard Sangwine, the commercial contact in Calgary, will walk the document over to CNR, so you can send it to me and I will get it to him. Thanks for your help.

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OUT: CNR Master

IN: Dear Mr. Lay, I am writing an article for the Partnership newsletter on the meeting you attended with Rev. Jackson this past week. I would like to include a quote from you. May I have your reaction to Rev. Jackson's comments by noon, Tuesday, Sept. 25? Thank you.

Generate a subject line.

OUT: a quote from you on the meeting with Rev. Jackson

IN: Gentlemen - Following the Dabhol dictate that "bad news is good news," Dabhol is getting some good news this week. As reported in the press, DPC did receive a two-page letter from MSEB purporting to rescind the PPA with immediate effect because DPC materially misrepresented the capabilities of the power plant (i.e., 6 hour actual ramp-up time vs. 3 hour ramp-up schedule in the PPA). However, the letter goes on to state that MSEB is "agreeable to continue the present arrangement of power and payment until disputes are resolved by the appropriate forum." We are not entirely sure what this last part means and are asking MSEB for clarification. Obviously, this letter is quite a buttress to our already-delivered PTN contending that MSEB has evidenced an intention not to be bound by the PPA. While MSEB's letter seems to state that they will still honor some aspects of the PPA, the letter adds that "payments would be subject to adjustments on the basis of determination of reasonable compensation and quantum meruit by a competent authority." We hear rumors that MSEB will approach the Maharasthra Energy Regulatory Commission (MERC) for a "how much should we pay DPC" determination. If they do so and MERC accepts jurisdiction, this would help our expropriation, political force majeure and default arguments. DPC seems to have managed to avoid a construction contractor termination in May by agreeing to extend the required completion date for Block B by 9 days. While this action does not have long-term benefits to the project, I believe that it was a considerable sign of good faith that DPC is trying to give the lenders some time to assess whether they want to begin curing project agreement defaults on an ongoing basis. Bruce

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OUT: Dabhol -- A Brief Legal Update

IN: Dick: After our conversation, I spoke with our settlements people again who requested an EWEB invoice when Enron owes money to EWEB. I propose that we add a section to the Schedule entitled "Accounts" (Part 3(h)) as follows: "Prior to each payment date for any Transaction, Party A (ENA) shall provide Party B with an invoice reflecting the net payment owed by a party. Notwithstanding the foregoing, Party B shall provide Party A with an invoice prior to any payment date on which Party A owes a net payment to Party B. With respect to all payments hereunder, and except as otherwise directed in writing, the parties shall comply with the following payment instructions: [bank, account no., ABA no.]" Please provide me with EWEB's account data and let me know if you have any comments. I'll send the blackline immediately after I hear from you. Also, I have not received EXECUTED CONFIRMATIONS. Have these been sent to anyone at Enron? Sara

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OUT:
Revision to Schedule