In response to the attached email, I told Hal that I would prefer the 
Assignment, Bill of Sale and Conveyance.  To me, that is easier and cleaner 
(a tax auditor would likely be more comfortable with a simple document that 
unconditionally demonstrates conveyance of title).  It is also consistent 
with our discussion of the other day (except now ENA is conveying the 
remaining interest in Enron Sandhill Limited Partnership (which actually 
makes sense)).

Please provide any comments that you might have ASAP.

Stuart


----- Forwarded by Stuart Zisman/HOU/ECT on 12/12/2000 05:32 PM -----

	"Haltom, Hal" <halhaltom@akllp.com>
	12/12/2000 05:21 PM
		 
		 To: <stuart.zisman@enron.com>
		 cc: 
		 Subject: Austin Energy Amendments


Attached are two approaches to transferring title from ENA, as
contractor, to Austin Energy and Sandhill, as owner, to the equipment
and other materials to be incorporated into the project. I believe
either approach works.

1. Assignment, Bill of Sale, and Conveyance.  This document transfers
title from ENA to Austin Energy and Sandhill in the percentages that
they own the facility under the Participation Agreement. It would be
executed only by ENA.


2. Second Amendment to EPC Contract.  I have added a new paragraph 4 to
the existing proposed Second Amendment to EPC Contract. This paragraph
amends Section 7.8(a) of the EPC Contract to provide that title passes
when the owner pays ENA for the equipment but no later than December 15,
2000.

Please let me know which approach you believe would be preferable.

Thanks, Hal.



 <<Second Amend.doc>>  <<Asmt, Bos, Con.doc>> 
 - Second Amend.doc
 - Asmt, Bos, Con.doc