-----Original Message-----
From: Donahue, Jeff 
Sent: Sunday, December 16, 2001 10:31 AM
To: Muller, Mark S.
Subject: FW: Limited Partnership Agreement




-----Original Message-----
From: roberto.zapata@weil.com [mailto:roberto.zapata@weil.com]
Sent: Friday, December 14, 2001 10:56 PM
To: Donahue, Jeff; Desai, Jayshree; Del vecchio, Peter; Golden, Jeff;
Cash, Michelle; Koehler, Anne C.; Daniels, Eddy; Cook, Mary;
jim.ginty@enron.com; Davis, Angela; arielcaliban@msn.com;
golden6863@aol.com; nathoo@blackstone.com; whitfield@blackstone.com;
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haggerty@blackstone.com; shinder@blackstone.com; zelin@blackstone.com;
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lamcintosh@wlrk.com; lapasini@wlrk.com; bgoldberger@wlrk.com;
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mpollack@weil.com; marita.makinen@weil.com;
mary.jean.potenzone@weil.com; stephen.kahn@weil.com;
Roger.Ross@weil.com; andrew.clark@weil.com; ian.trumpower@weil.com;
daniel.gewanter@weil.com; lina.rubin@weil.com;
john.quattrocchi@weil.com; john.byars@weil.com; linarubin@yahoo.com
Subject: Limited Partnership Agreement


Please find attached the draft Limited Partnership Agreement and two Cases
(as delivered to me by The Blackstone Group) in connection with the
Wind/Umbrella transaction.  Note that these documents remain subject to
further internal review and comment.  Should you have any questions
concerning the attached, or if you are unable to open either document,
please do not hesitate to contact me.

Best regards,

B.Z.

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(NETCO L.P. -- LP agreement) (See attached file: np@608!.DOC)


(See attached file: 1129785.XLS)