Attached please find an execution copy of the Purchase Option Assignment
and Assumption Agreement for the LM6000 turbines being transferred into
the Owner Trust.  I have inserted the appropriate dates and have removed
the draft date, otherwise the document remains unchanged from the draft
of December 11, 2000.

Please feel free to call me with any questions.



<<Purchase Option (LM6000-South America).DOC>>

~~~~~~~~~~~~~~~~~~~
Sean Bunk
Andrews & Kurth L.L.P.
600 Travis St., Suite 4200
Houston, Texas  77002
Tel.:  713.220.4427
Fax.: 713.238.7252
e-mail: seanbunk@andrews-kurth.com

This e-mail is privileged and confidential and is intended only for the
recipient(s) named above.  If you are not the intended recipient, please
(i) do not read, copy, use or disclose the contents hereof to others
(any of the foregoing being strictly prohibited), (ii) notify the sender
immediately of your receipt hereof, and (iii) delete this e-mail and all
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 - Purchase Option (LM6000-South America).DOC