---------------------- Forwarded by Gerald Nemec/HOU/ECT on 03/22/2000 11:19 
AM ---------------------------


Gerald Nemec
03/22/2000 11:05 AM
To: pmelcher@aol.com, kevin.howard@gcm.com, hbender@porterhedges.com, 
hbrown@bracepatt.com
cc: Mark Knippa, Stephanie Balette/HOU/ECT@ECT, Davis Thames/HOU/ECT@ECT, 
Nora Dobin/Corp/Enron@ENRON, Cris Sherman/HOU/ECT@ECT, Rhett 
Jackson/HOU/ECT@ECT, John Scarborough/HOU/ECT@ECT 
Subject: Gallup Docs.

Attached for your review in the Gallup Transaction are the following 
documents:

 1.  Assignment and Contribution Agreement - Assignment operational documents 
and rights in assets from ECS into the LLC 
 
 2.  Engineering, Procurement, and Construction Agreement -  Defines 
relationship between ECS and Enron Engineering and Construction   Company for 
installation of the motor driver at Gallup.  This document will be assigned 
into the LLC except for that portion which relates to the electric power  
transmission line.  The utility will take ownership of the transmission line 
per the power purchase agreement.

Also forwarded via hard copy yesterday, was the executed Power Purchase 
Agreement.  Please let me know if you have not received this yet.  

I will shortly email the form of gas purchase agreement between the LLC and 
ECS.  This will merely be a new Confirm (Transaction Agreement "C") which 
will operate under the existing Enfolio Master Firm Purchase Agreement 
between ECS and the LLC which was created for Kachina.