---------------------- Forwarded by Don Miller/HOU/ECT on 10/28/2000 02:23 PM 
---------------------------
From: Stuart Zisman on 10/28/2000 11:18 AM
To: Don Miller/HOU/ECT@ECT
cc: Dave Kellermeyer/HOU/ECT@ECT, Jeffrey Keenan/HOU/ECT@ECT, Gus 
Eghneim/Corp/Enron@Enron, Jonathan Hoff/HOU/ECT@ect 
Subject: Follow Up Items for DPL

Don,

The following are responses to items that I didn't have answers to during our 
meeting with DPL the other day.  I am not sure whether you would prefer to 
package them with your follow up items or send them independently.  Bracketed 
items require attention.


1)  Both the Remote Control Operation Agreement and the Interconnection 
Agreement with IPL were filed with the FERC.  [File stamped copies were sent 
to Hoff (and you) and should be incorporated into DealBench.];

2)  Regarding the question concerning document number 02.03.13 (Indiana 
Utility Regulatory Commission ("IURC") Petition and Approval) - According to 
our local counsel (Parvin Price at Bose McKinney), no approval or other 
authorization from the IURC is required in connection with a change in 
ownership.  If our transaction was structured as a disposition of assets, 
however, IURC consent would be required.  [He also mentioned that: (i) the 
new buyer should contact the IURC (if they were "smart") to notify them of 
the change in control following closing (this may have been his pitch for 
further business) and (ii) pursuant to the IURC Order dated 8/99 West Fork 
has certain on-going reporting requirements (he wondered whether we had 
delivered these reports - this is probably a Gus or Dave question).];

3)  Regarding any obligation or covenant of West Fork under the PILOT 
Agreement, I have exchanged voicemails with John Gregg (our local counsel in 
Indiana).  He briefly indicated that there is some "local expectation."  But 
said that he wanted to check into it further.  [I will provide an update 
Monday.]; and

4)  A question was raised with respect to the use of the easement from 
Carnanhan to West Fork dated 11/30/99  (Recorded in DR 271, P 688).  [Keenan 
will need to provide an answer on this one.]  I sent him an email requesting 
a response on this one.

These were the only outstanding DPL items that were on my list.  I would 
expect that Keenan, Kellermeyer and Eghneim will be able to provide answers 
to questions 4 and 2, respectively, no later than noon on Monday.  I will 
endeavour to meet the same time schedule on question 3.  Please feel free to 
call with any questions.

Stuart