Ben/Mike/Jeff,

Here is a quick update and a request for your assistance:

On Wednesday, November 22, ENA sent West LB a 5-day notice indicating our 
intent to exercise the purchase option by Friday.
On Friday, November 30, ENA will execute the purchase option and at that time 
own the 4 turbines for the Austin project.
Hopefully, by the end of the week, ENA and GE will execute the breakout 
agreement which will ensure, primarily, that the GE warranties attached to 
the 4 Austin turbines are completely conveyed to ENA.

Attached is the latest draft of the GE Breakout agreement between ENA and GE. 
 In order to complete the breakout agreement, the lawyers need you guys to 
review section 10 regarding site specific performance guarantees and provide 
comments.  Also, please let us (Kay Mann and myself) know what Exhibit F and 
U should contain.  The GE lawyers indicated they would provide the first 
draft soon.

Let us know you thoughts as soon as possible.

Regards,

Eric

---------------------- Forwarded by Eric Boyt/Corp/Enron on 11/27/2000 11:15 
AM ---------------------------


Kay Mann
11/27/2000 09:05 AM
To: Eric Boyt/Corp/Enron@Enron, Catherine Clark/HOU/ECT@ECT, Stuart 
Zisman/HOU/ECT@ECT
cc: Sheila Tweed/HOU/ECT@ECT, Roseann Engeldorf/Corp/Enron@ENRON 

Subject: City of Austin Agreement

FYI.  I hope to have a conversation with GE today regarding finishing this 
document, including the exhibits.

Kay


---------------------- Forwarded by Kay Mann/Corp/Enron on 11/27/2000 08:58 
AM ---------------------------


"Thompson, Peter J." <peterthompson@akllp.com> on 11/22/2000 02:42:23 PM
To: "Kay Mann (E-mail)" <kay.mann@enron.com>
cc: "Pipitone, Paul" <paulpipitone@akllp.com>, "Cobb, Chris" 
<chriscobb@akllp.com> 

Subject: City of Austin Agreement



Attached please find a clean copy of the City of Austin Facility
Agreement, as well as a blackline showing changes to the document agreed
to by GE.  To complete the agreement the following needs to be inserted:

1. For the recitals, the kW capacity of its plant and  the location
of the plant.

2. All exhibits, including Exhibit N-3 (which is the original price
for each unit) and Exhibit U, which contains the Site specific material.
The Table of Contents should then be run to include all of the exhibits.

3. The agreement reference in 6.7.1

4. The payee and address for invoices in 6.7.2

5. The names, addresses, etc. for Sections 25.1 and 25.3
 <<Comparison of the Gas Turbine Agreement.DOC>>  <<Gas Turbine
Agreement Draft of 11/22/00.DOC>> 
 - Comparison of the Gas Turbine Agreement.DOC
 - 00.DOC