David this looks fine to me except for 2.2.   I think that since we are not 
going to purchase the sites (that possibility has gone away) and we are going 
to lease the sites, we can remove the added language in 2.2.






"David Locascio" <dlocascio@bracepatt.com> on 01/24/2001 10:40:49 AM
To: <dwight.beach@enron.com>
cc: "Clark Thompson" <cthompson@bracepatt.com>, <gerald.nemec@enron.com> 
Subject: O&M Agreement


Dwight,

Attached is the revised agreement with the changes we discussed.

Please note that under Capacity Target definition I have put a seperate table 
for each facility.  When we produce the seperate actual agreements for the 
respective facilities, I will delete the table for the other facility.

I am available to discuss at your convenience.  Best regards.

David W. Locascio
Bracewell & Patterson, L.L.P.
711 Louisiana, Suite 2900
Houston, Texas  77002-2781
phone: 713.221.1396
fax:      713.221.2134
email: dlocascio@bracepatt.com

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 - OPERATION AND MAINTENENCE AGREEMENT.doc