---------------------- Forwarded by Kay Mann/Corp/Enron on 01/08/2001 03:14 
PM ---------------------------
From: Roseann Engeldorf on 01/08/2001 03:13 PM
To: Kay Mann/Corp/Enron@Enron
cc: Lisa Bills/Enron@EnronXGate, Mike J Miller/HOU/ECT@ECT 

Subject: Re: Revised GE TPA and Letter

Per our chat.

Rose
----- Forwarded by Roseann Engeldorf/Corp/Enron on 01/08/2001 03:12 PM -----

	Roseann Engeldorf
	01/08/2001 01:34 PM
		
		 To: Mike J Miller/HOU/ECT@ECT
		 cc: Lisa Bills/Enron@EnronXGate
		 Subject: Re: Revised GE TPA and Letter

Letter

My main comment is that the letter states that "ENA has received the 
requisite mangagement approvals required to execute" the TPA and pay the 
Order Commitment Payment and the 5% payment.  I cannot sign off on this 
because I do not have any evidence that ENA has received such approval - you 
should have an ENA lawyer sign off on the letter and the authorization 
requirements of the TPA.    My initials are for the review of the documents 
to ensure that they comport with the requirements of the financing documents 
only.

TPA

In Sections 1(c) and (d) - "month's" should be "months" - I believe in this 
case we need a plural, not a possessive.

Should have a semicolon at the end of Section 3(a)(2).   The last sentence of 
3(a) is a little garbled - maybe the phrase "must be met" should be deleted.

In Section 5(b)(4), I suggest you add the phrase "unless otherwise agreed by 
the Parties" at the end of the sentence.

I assume that the "Order Commitment Payment" is really an option payment - if 
it is not, it should be made clear that it can be credited against the 
termination payment.


Thanks,

Rose





	Mike J Miller@ECT
	01/08/2001 12:06 PM
		 
		 To: Ozzie Pagan/HOU/ECT@ECT, Janet R Dietrich/HOU/ECT@ECT, Christopher F 
Calger/PDX/ECT@ECT, Ben Jacoby/HOU/ECT@ECT
		 cc: Lisa Bills/Corp/Enron, Roseann Engeldorf/Corp/Enron@ENRON
		 Subject: Revised GE TPA and Letter

Attached is the latest revision of the GE Turbine Purchase Agreement and a 
cover letter from yours truly.  Both have been modified to reflect Lisa Bills 
comments on contracting entity, language used in the December TurboPark 
closing and good general editing cleanup.  I would like to get this out to GE 
tonight so that I can put our best foot forward for GE's turbine process 
meeting on Tuesday morning.  On another note, Lisa and Rose, could you take a 
quick look at the cover letter and get me comments.  I will not send any of 
this out until Janet has gotten Dave Delainey's approval.

Regards,

Mike J Miller