Lisa:

I have been the lead originator for LVC since we purchased the asset in 
August of 1999.  Given all that we are trying to accomplish to achieve a 
successful exit strategy with this asset, I have relied  on people like Bill 
Williams and his technical team to move this document and other similar 
efforts forward.  Having Bill's support on this document has allowed me to 
focus my efforts on closing the negotiations on our tolling agreement 
required to support the LVCII expansion.  

After my review of this agreement, along with in put from Bill Williams and 
Dale Rasmussen,  I will confirm back to you that your comments are 
appropriately reflected in the turbine contract to obtain signed off from ENA 
Finance.

I'm currently in Denver, please contact me on my cell phone should you have 
any questions.

Thank you,
Jim 

Cell Ph: 503-464-1206


 
---------------------- Forwarded by Jim Gilbert/PDX/ECT on 05/02/2001 02:37 
PM ---------------------------
From: Lisa Bills/ENRON@enronXgate on 05/02/2001 03:19 PM CDT
To: 
Williams@/O=ENRON/OU=NA/CN=RECIPIENTS/CN=NOTESADDR/CN=2C4A79E9-5692F67A-862565
4B-4F9C03@EX@enronXgate, Stephen Thome/HOU/ECT@ECT, Jim Gilbert/PDX/ECT@ECT, 
pthompson@akllp.com@SMTP@enronXgate, Dale Rasmussen/HOU/ECT@ECT, Ed 
Clark/PDX/ECT@ECT
cc: Roseann Engeldorf/ENRON@enronXgate, Sheila Tweed/HOU/ECT@ECT, Catherine 
Clark/ENRON@enronXgate, Brian Kerrigan/ENRON@enronXgate, Kay 
Mann/Corp/Enron@Enron 
Subject: LV Cogen Turbine Contract

Rose and I have reviewed the contract Peter sent to us yesterday - the draft 
distributed on April 24.  Rose has already provided our comments to Peter on 
the Override Letter which accompanies the contract.  I have one big issue 
which the lawyers can't answer as it is a business decision.  No one seems 
sure if Bill is the acting originator for this contract or not.  I leave it 
up to the LV Cogen Origination team to decide.  However, until I receive word 
back from the appropriate person and see my changes reflected in the turbine 
contract, Finance has not signed off on this agreement so it cannot be 
executed on E-Next's behalf.

What is the per UNIT turbine purchase amount?  The Purchase Amount is a 
remaining total balance outstanding.  In 6.1.2 Payment Schedule, the payment 
amount is a lump sum.  However, in the 2nd para. of 5.4 Cancellation and in 
6.1.3 Retention Letter(s) of Credit for example, each UNIT is discussed.  
There needs to be an allocation of the Purchase Amount and Payment Amount on 
a per turbine basis so Finance can track these costs as such in case a change 
order is made to only one turbine or if a turbine is removed from E-Next 
prior to all turbines being removed.  Also, how does anyone know for 6.1.3 
when the last $788,500 per Turbine is supposed to be paid so we can retain 
it?  

Also, I would appreciate receiving a clarification of why we don't define the 
Purchase Amount as the total and not just the balance remaining.  It could 
create discrepancies in the document and for anybody reading the document 
trying to understand how much each turbine costs.  E-Next has already made 
the approx $10mm payments made to-date.  However, if someone were to pick up 
the document to find out how much they could buy the turbines for, it would 
appear to be $53.6mm not the Maximum Liability Amount of $63.1mm.  2nd para 
of 5.4 refers to the portion of the Purchase Amount to be adjusted upon 
cancellation.  However, Exhibit I Cancellation refers to the Unit Liability 
Amount as the basis for calculation - this seems inconsistent to me.

 
Now for the general comments:

Section 1.69 and 1.70 need to change places to be alphabetically correct.

6.1.2 calls for a payment to be made on April 21, 2001.  Exhibit I 
Cancellation also has a line for cancellation between March 21 and April 20, 
2001.  This will need to be amended as this payment wasn't made given no 
contract execution yet.  As everyone knows also, E-Next must be the party to 
make this payment to insure the correct accounting treatment.

6.5 is another place where a per Unit price is discussed for increases or 
decreases.  How is this possible with an aggregate Purchase Amount?

In all Notice sections please delete "c/o Las Vegas Cogeneration II, L.L.C."  
This project is not associated with the E-Next financing.

10.2.3.1 Please underline "Optional Delivery Point"

10.12.2  Please delete the " ' " in "it's" after the proviso.

10.15  The timing of 120 days for delivery of serial numbers herein is 
inconsistent with the bracketed 5 months in 10.2.1 and Exhibit P.  Please 
conform all to the same time frame.

Has David Marshall reviewed all the insurance provisions of this document.  
While a standard turbine contract, there have been some recent 
modifications/views from our insurance providers.

I look forward to hearing back from the deal team and reviewing the next 
round of documents.