The only things I can think of needed to close each of the Facility
Agreements are:

1. side letter, which should have a release of ENA and West LB
under the original agreement, an acknowledgement and agreement that
Purchaser constitutes a permitted assignee under Section 22.2 of the
West LB Agreement, and an acknowledgement and agreement that the
GE/Purchaser Agreement constitutes a Facility Agreement under the West
LB Agreement.  The side letter might also set forth any ENA takeover
rights in the event of a Purchaser default.

2. spare parts need to be dealt with

3. the Site specific language needs to be provided for each
Facility Agreement (as identified in our prior memo)

4. the other blanks in the individual Facility Agreements need to
be filled in

5. the technical/business team needs to review the exhibits for
each Facility Agreement