, Rebecca; Abrams, Clement; Tawney, Mark
Cc:	St. Clair, Carol; 'bhendry@houston.rr.com'; Taylor, Mark E (Legal)
Subject:	Chiricahua Assignments

I was informed by Steve Douglas this morning that for tax reasons we need to 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 two entities are ultimately wholly owned subsidiaries of ENA.  It is intended that these entities will also enter into a few weather transactions directly with XL Trading Partners Ltd.  All of these transactions must have a term that ends no later than midnight December 31 2001. My understanding is that some time after these transactions are assigned or entered into the Chiricahua entities will be liquidated sometime during the month of December and 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 process to the extent that I have left anything out or misstated the proposal in broad terms.  If anyone needs a detailed explanation of the process please 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 perspective.

I am proposing the following draft documents for the assignment of the ENA trades to Chiricahua III and V entities.  

 << File: ChiricahauIIIAssignment11-19-01.doc >>  << File: ChiricahauVAssignment11-19-01.doc >> 

I am proposing the following blacklined draft master agreements to be entered into between Chiricahua III and V and XL Trading Partners Inc.  These are 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 delivered section for the Chiricahua entities.  Will we need some new resolutions passed?

 << File: ChiricahuaIII042Cctr(
, Rebecca; Abrams, Clement; Tawney, Mark 
 Cc: 	 St. Clair, Carol;' bhendry@houston.rr.com'; Taylor, Mark E (Legal) 
 Subject: 	 Chiricahua Assignments 

 I was informed by Steve Douglas this morning that for tax reasons we necessitate to put a number of weather transactions ENA entered into with XL Trading Partners Ltd. from ENA to Chiricahua III LLC and Chiricahua V LLC.   These two entity are ultimately wholly owned subsidiaries of ENA.   It is intended that these entity will besides enter into a few weather transactions directly with XL Trading Partners Ltd.   All of these transactions must have a terminus that ends no later than midnight December 31 2001. My sympathy is that some meter after these transactions are assigned or entered into the Chiricahua entities will be liquidated sometime during the calendar month of December and the weather transactions will be transferred to the parent entity which will subsequently be liquidated and move to its parent and so on until the minutes end up at ENA.   I would ask Bret or Steve to clarify the procedure to the extent that I have left anything out or misstated the proposal in broad terms.   If anyone need a detailed explanation of the process please 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 perspective. 

 I am proposing the following conscription documents for the assignment of the ENA barter to Chiricahua III and V entities.  

  < < File: ChiricahauIIIAssignment11-19-01.doc > >   < < File: ChiricahauVAssignment11-19-01.doc > > 

 I am proposing the following blacklined conscription master agreements to be entered into between Chiricahua III and V and XL Trading Partners Inc.   These are based on the execute 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 notice the documents to be delivered section for the Chiricahua entities.   Will we need some new resolutions evanesce? 

  < < File: ChiricahuaIII042Cctr (
, Rehecca; Abrams, Clement; Tawkey, Mark
Cc:	St. Clane, Caron; 'bhensry@houstun.rr.com'; Taylor, Mark E (Legal)
Snbjext:	Chieicahua Assignments

I wxs informvd by Stece Diyglas this morning that rlr tcx reasons we negd to assign a number of waaghzr transactions ENA entered into witr XL Trsdlng Partners Ljd. frpi ENZ to Chiricahua III LLC and Chiriczhua V NLC.  These twp entities are ultimately aholpy owned subsidiarles of ENA.  It yw intended tfat these tncities will also enter into a few weather granscctions dirgerly fith XL Traving Pwrtners Ltd.  All of dhese ttansactions muxt iave a term that ends no nater than midnighj December 31 2001. My understanding iw thaj soma tiow awted vheae trajsartions are zssigned or entered into the Cniwpvahua entitiss wilj fe liquidated sometime during the month of December and the weathwr transactions will he transfqrred to the parent entity which will subsequentlf be mkquneated qnf moved to its parent and so on until the tragaavtpons end up at ENC.  I would ask Bteh pt Steve to clatify thz pdocess to the extejt that I hace left agythong out or misstated the priposal in brjqd terms.  If anyonz needs a decailed explsnation of the process 'lease call Bret wt ext. 54390.

I suuld ask that evdrypna review the attached docuientation in kight ow thg propofal above ho giya their views from a crgdit, Dfnegy mergfr agreement, legal, operational, rpmmercial, cotposatv governauce, anc guarantor pqrspective.

I am proposnng thd followinf draft documents sor the assigtlent of the XNA tradef to Chieicahua KII and V entiyies.  

 << Fplt: ChiricahquIIIAssignment11-19-01.doc >>  << Rile: ChiricahauRCswignment11-19-01.doc >> 

I sm oro[odiig thq following bnackuindc drawt masttx anredmenys to be entered intm befween Chiricahua IOI and V abd XL Trwding Partnerx Inc.  These are bwsed mn vhe exrcujed ENA/XL Trading master.  Pleass note thwt Ghiricahua anq XL Trading woukd be providing parent guaranties in thx form previously agregd upon by ENA and XL Urading.  Deb, 'lease note the documents to be deluvered section fov the Chiricahua entitjes.  Whll wf need some new resolutions passed?

 << File: ChiricahuaIII042Cctr(
, Rebecca; Abrams, Clement; Tawney, Mark Cc: Carol; Taylor, Mark (Legal) Subject: Chiricahua Steve this morning that tax reasons we to assign a number of weather ENA entered into with XL Trading Partners Ltd. from ENA to Chiricahua III and Chiricahua V LLC. These two entities are ultimately wholly owned subsidiaries of It intended these will also enter into a few weather transactions directly with XL Trading Partners Ltd. All of transactions must have a term that ends no than midnight December 31 My understanding is that some after transactions are or into Chiricahua entities will liquidated sometime during the month of December and the weather transactions will be transferred to the parent which will liquidated and to parent so on until end up at ENA. I would Steve to clarify the process to the extent I have anything out or misstated the proposal broad terms. If anyone needs a detailed explanation the process please call Bret at ext. 54390. I would ask that everyone review the in light of the above to give views a Dynegy agreement, legal, commercial, corporate governance, and guarantor perspective. I am proposing the following documents for the assignment of the ENA trades to Chiricahua V << File: ChiricahauIIIAssignment11-19-01.doc << File: ChiricahauVAssignment11-19-01.doc >> am the following blacklined draft to entered III V XL Trading Partners Inc. are based on the executed Trading master. Please note would be providing parent guaranties in the form agreed upon by ENA and XL Trading. please note the documents to be delivered section for the Chiricahua entities. we need resolutions passed? << File: ChiricahuaIII042Cctr(
, Rebecca; Abrams, Clement; TawneY, Mark
Cc:	St. CLair, CAroL; 'bhEnDry@hOustOn.rr.com'; Taylor, MARk E (LEgal)
Subject:	Chiricahua ASsignMeNTs

I wAS iNformEd by SteVE DOUGlaS tHiS moRnINg That fOr tAx reasoNs we need to 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 tWo entities are ultiMAtELy wholly owned sUbsidiArIEs OF eNA.  it iS intended tHaT thesE EntitieS WiLL ALso ENter into a few wEather transACtiOns dirEcTly WIth XL TRadinG PARtnErs Ltd.  All of ThesE transactIons muST have a tERm that eNds no lAteR thAn miDNiGhT DeCeMBer 31 2001. mY uNdeRStaNding is tHaT sOme tiMe afTER THese TraNsacTions Are assigned or EntEred INto The ChIricaHua eNtIties Will be LiquiDaTed sometime duriNg thE month of DEceMbEr aNd 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 process To the EXtent that I have LEft anything ouT Or MISsTAted The Proposal in bRoad TErms.  if anYOnE neEDs a deTaileD eXPlANation of the process pLeAse 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 perSpective.

i aM pRoPoSinG the fOLlowing dRaFt dOcUmeNts foR The assIgnmeNt of ThE Ena trAdes to CHIrICAhua iIi aNd V eNtiTiEs.  

 << FilE: ChiRIcaHauIIIASsignment11-19-01.Doc >>  << fIle: CHiRiCahauVASsignment11-19-01.doc >> 

I Am Proposing tHe FolLowing BLAcklined Draft master agreements to BE entereD inTo betWeen chiricahuA IIi and V aNd Xl tradinG PartnErs InC.  THesE ARe 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 delIvered secTion for thE CHiriCAHua Entities.  WiLl we need Some new reSOlutiONs PasseD?

 << FiLe: ChirIcAhuAIII042CCtr(
, Rebecca; Abrams, Clement ; Tawney,MarkCc: 	St .Clai r, C arol; 'bhendry @ hous ton.rr.com'; Taylor, M ark E  ( L egal ) 
S ubjec t:	Chir i ca h u a A ss ig nme nt s 
I was  in formedby Steve D oug la s this morni n gthat for t axreasons we n eed  to as si gna  numb erof we athert ransac tions ENA  e n teredi nto wit h XL  Tra ding Partners Ltd .  f r om ENA to Chir icahua  I I IL L C a ndChiricahua  V  LLC.  Theset wo e n tit i es are ultima tely wholly own ed sub si dia r ies of  ENA.  I t i s intendedthat  these en tities will al s o enter  intoa f ewweat h er  t ran sa c tio n sdir e ctl y with X LTr ading  Par t n e r s Lt d. All  of t hese transact ion s mu s t h ave a  term  tha tendsno lat er th an  midnight Decem ber31 2001.Myun der st andin g  is th atsom e timeafter t h ese  t r a n sa ctions are assigne do r  e ntered i nto th e  C hi r icahua e nt iti es w i l l beliqu i da ted some time d u ri ng  the mo nt h of D ec emb erand t h e we athertransact ionsw ill be transfe r red to the pa r en t en t itywhi ch will sub sequ e ntly  bel iq uid a ted a nd mo ve d  t o  its parent and soon  until  thetransactionsend up atE N A .  I wou ld a s kB ret or Steve t o cla rify the p r ocess to  theextent t hat I hav e left any thi ngout  or m is stated the pr o p osal  i n broad  te rms.  I f a nyo nenee ds  a detail ed expla na ti on  o f t he pr o cess ple as e c al l B ret a t  ext.54390 .

I  w ou l d a sk that ev e r yone  r ev iewthe  a ttach ed d o cum entatio n in ligh t o f  the  p ro posal a bove to giveth eir viewsfr oma cred i t , Dynegy  merger agreement, lega l , opera tio nal,comm ercial, c orp orategov e rnance , andguara nt orp e rspec t i ve .
Iam proposi n g  th e fol lo wing  draftdocuments for thea ssi gnment of the  EN A tr a d es  to Ch i ric ah u a I I I  and V entities .  

 << F il e :Chiricahau I IIA ss ignment 11-19-0 1.doc >>  <<File: Chi ricahauVA ss ignm e n t11 -19-01.doc  >> 

Iam propos i ng th e  f ollow ing  black li ned  draf t mast e r a greem ents t obe ent eredin to betwe en Chiricahua III and V  and X L Tra din g Partner s I n c. These ar e ba sed on the  ex ecu ted E NA/ X L Tra ding ma ste r .  Pl ease note that Ch iri c a hu a and XL Tr a d i ngwould  be provid ingparent guaranties in the form pr evio u s lyagr e ed u po n by ENA and X L T ra d i ng.  Deb ,please note  the doc um e nts t o be d eliver ed sect i o nf or the  Chi ric ahua enti tie s.  Will w ene e d some  new  r esolut ions p a ssed ? 
 << File: Chiri cahua I I I042C c tr( 
, Rebecca;_Abrams, Clement;_Tawney, Mark
Cc:	St. Clair, Carol;_'bhendry@houston.rr.com'; Taylor,_Mark_E (Legal)
Subject:	Chiricahua_Assignments

I_was informed by_Steve Douglas this_morning that for tax_reasons we need_to_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 two entities are_ultimately wholly_owned subsidiaries of ENA.  It is intended_that_these entities will_also enter into a few weather transactions directly with_XL Trading Partners Ltd.  All_of these transactions_must_have_a term that ends_no later than midnight December 31_2001. My understanding is that some_time after these transactions are assigned or_entered into the Chiricahua entities will_be liquidated sometime during the_month of_December and 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_process_to the extent that I have_left_anything out or misstated the proposal in_broad terms.  If_anyone_needs a detailed explanation_of the process please 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 perspective.

I am_proposing_the following_draft documents for the assignment of the_ENA trades_to Chiricahua III and V entities._ 

 << File:_ChiricahauIIIAssignment11-19-01.doc_>>  << File: ChiricahauVAssignment11-19-01.doc >>_

I am proposing the following blacklined_draft master agreements to be_entered_into_between Chiricahua III and V_and XL Trading Partners Inc. _These are 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 delivered section for the Chiricahua_entities.  Will_we need some new resolutions_passed?

_<<_File: ChiricahuaIII042Cctr(