In fairness to Pete, we have him working on ALL the GE and ABB break out 
agreements at once.

I'm going to be reviewing the ESA agreement, which is priority one because of 
financing requirements.  This will be my final review of the "form" break out 
contract.  We have not had a tax, insurance, accounting or finance review of 
the form for ENA, and with TurborPark closing this week it may be difficult 
to have completed within the next 24 hours.  However, I don't expect any big 
issues, since it is so close to the original form. That being said, from the 
EPC contractor's standpoint, it is so close to being done that there 
shouldn't be any big issues.

Just thought I'd mention all the pieces which are still coming together.

Kay

PS.  Dale, does the LV Co Gen project involve a lease (a/k/a Enron getting 
off take)?

h




"Thompson, Peter J." <peterthompson@akllp.com> on 12/12/2000 10:38:10 AM
To: <Dale.Rasmussen@enron.com>, <Kay.Mann@enron.com>
cc:  

Subject: RE: LV Cogen Agreement and Exhibits

I'll have it to you by the end of business.  I apologize for the delay,
my secretay and Chris Cobb have both been out the last two days.

-----Original Message-----
From: Dale.Rasmussen@enron.com [mailto:Dale.Rasmussen@enron.com]
Sent: Tuesday, December 12, 2000 11:25 AM
To: Thompson, Peter J.; Kay.Mann@enron.com
Subject: Re: LV Cogen Agreement and Exhibits


Peter:  Our EPC contractor and our prospective investor need copies of
the
final LV Cogen breakout contract.

Please let me know of the status of the final changes and e-mail me a
final
copy as soon as possible.

Thanks

Dale  (503) 803-1700


Peter:  This should answer your questions for the final breakout.
Please
make the changes and forward.

For now, let's assume that the 240 TDI number is per machine.  We can
confirm with GE on Monday.

Thanks.
---------------------- Forwarded by Dale Rasmussen/HOU/ECT on 12/09/2000
09:07 AM ---------------------------


Bill Williams
12/08/2000 02:14 PM

To:   Dale Rasmussen/HOU/ECT@ECT
cc:   Ron Coker/Corp/Enron@Enron, Andrew Kelemen/HOU/ECT@ECT, Ed
      Clark/PDX/ECT@ECT, Jim Gilbert/PDX/ECT@ECT, Karen E
      Jones/HOU/ECT@ECT, Sheila Tweed/HOU/ECT@ECT
Subject:  Re: LV Cogen Agreement and Exhibits  (Document link: Dale G
      Rasmussen)

Dale , regarding the attachment to your e mail (Peter Thompson to Kay
Mann...)
My input is the following:

1.  Opening Paragraph..... Address is (or should be)

     3WTC0306
     121 SW Salmon Street
     Portland,  OR 97204

2.   Section 6.7.1  - The sentence should end with "this Agreement."  (
See
definitions)

3.   Section 6.7.2 - Address same as above.  Fax is 503-464-3740.  Attn:
Should be Jody Blackburn

4.  Information regarding notices in sections 25.1/25.3

     25.1 - again -      3WTC0306
                         121 SW Salmon Street
               Portland, OR   97204
               Attn:     Jody Blackburn
               Fax: 503-464-3740

     25.3      Same as above (25.1) except:
               Attn:     W. J. Williams Jr.

Comments regarding To Finalize the Exhibits...

1. Do you need anything in Section B of (Schedule) Exhibit A-17...Answer
is
no.  Reason: These gas turbines will not burn liquid fuel.  They do not
have the provision or physical means to do so as procured under this
contract.

2. Exhibit B-1 (Specification)....somewhat confusing as under West LB,
B-1
seemed near identical to Exhibit B.  The West LB original has
introductory
language that says the GTs are designed to operate ion simple cycle
mode....standard stuff I'm sure, but as this is a break out contract for
Las Vegas, our gas turbines will operate in combined cycle.  Not a big
deal, and it is true I'm sure the machines were designed and built to
operate in simple cycle.

I'd suggest you ask GE to confirm the West LB original spec under
Exhibit
B-1 is correct.  If yes, incorporate it.

Exhibit H-2 - Training... GE provided a Training tab and material during
the ODM September 19th, 2000 in Jacintoport.
It goes into a lot of detail, but could be incorporated therein.  Also,
Exhibit B-1 of the West LB addresses training.

Exhibit R - Witness Test Points...No feed back from me here. I have been
told GE no longer test fires their AEOD Gas Turbines prior to shipping
from
Cincinnati or once in the package at Jacintoport.  We would like to be
notified and witness as a minimum, test firings.  Eric or Chris Booth of
ENA may be able to suggest other points.

Exhibit T - My copy says Not Used.....

One last point.  I do not see 240 hours of TDI referenced in the Scope.
That is in the West LB contract.  It should be here as well.
Clarification.  Is it 240 hours per machine? Do we get the multiple? (X
4?).

Cheers

Bill Williams
Director - Restructuring and Technical Analysis - Portland
(503-464-8958)