Please print.
---------------------- Forwarded by Kay Mann/Corp/Enron on 12/14/2000 04:57 
PM ---------------------------


"Campbell, Carolyn" <CCampbell@KSLAW.com> on 12/14/2000 04:26:00 PM
To: "'Ben.F.Jacoby@enron.com'" <Ben.F.Jacoby@enron.com>
cc: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>, "'Jim.Gilbert@enron.com'" 
<Jim.Gilbert@enron.com>, "'Dale.Rasmussen@enron.com'" 
<Dale.Rasmussen@enron.com>, "Keffer, John" <JKeffer@KSLAW.com> 

Subject: Turbine / Transformer Prototype Documents




 <<2RZ501!.DOC>>  <<2R6LRED.DOC>>  <<2RZ601!.DOC>>  <<2RLSRED.DOC>>
<<2RZ5RED.DOC>>  <<2RZ801!.DOC>>  <<2RSWRED.DOC>>

We have enclosed initial drafts of the following documents:

 1. Letter Agreement for the Turbine Transaction (clean copy and
blacklined copy marked to reflect revisions from the current draft of the
turbine letter agreement with Coral);

 2. Letter Agreement for the Transformer Transaction (clean
copy, blacklined copy marked to reflect revisions from the current draft of
the transformer letter agreement with Coral, and blacklined copy marked to
reflect revisions from the turbine letter agreement referenced as item no. 1
above);

 3. Limited Liability Company Agreement (clean copy and
blacklined copy marked to reflect revisions from the current draft of the
LLC agreement for CA/ED-II).

As mentioned on the telephone, I have retained a number of the
representations and warranties requested by Coral, with modifications where
necessary to eliminate those aspects which were objectionable to Enron.  The
justification for this is that nearly any purchaser would insist on such
representations, and it is often more advantageous to present a draft that
appears to be neutral, rather than allow the counterparty to focus on what
is not there and then have the advantage of drafting precisely what it
wants.  Therefore, we suggest that Enron carefully review the
representations and warranties in order that any objectionable items can be
eliminated before circulation of documents to the counterparty.  Because we
rearranged and reorganized the representations and warranties to make a more
clear presentation, the blacklined drafts will not be very helpful fur
purposes of reviewing representations and warranties.

Please review the enclosed at your convenience and advise of any comments.
Thank you.

Carolyn M. Campbell
King & Spalding
713-276-73-7 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosures: 129569v1
  129569v1 from 128541v14
  129570v1
  129570v1 from 129088v6
  129570v1 from 129569v1
  129572v1
  129572v1 from 129344v1



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 - 2RZ501!.DOC
 - 2R6LRED.DOC
 - 2RZ601!.DOC
 - 2RLSRED.DOC
 - 2RZ5RED.DOC
 - 2RZ801!.DOC
 - 2RSWRED.DOC