Al,

Each project must have its own break out contract - that's the deal struck 
with GE and with the lenders.  There will be no change orders to the master 
contract relating to specific projects.  The break out contract must be 
entered into "as soon as practicable". This appproach has been taken with 
Austin, LV Co Gen, and ESA, and all of those contracts are just about 
finished.

Please call me if you have any questions.  Sheila also has a good 
understanding of the structure.

Kay







Alan Larsen@ECT
12/15/2000 12:01 PM
To: "Thompson, Peter J." <peterthompson@akllp.com> @ ENRON
cc: Kay Mann/Corp/Enron@Enron 

Subject: Re: Fountain Valley  

Thanks for the material.  I guess I wasn't clear in my request, however.  I 
was assuming that we could go to the "breakouts" to the various projects just 
with a Change Order to the master contract.  If that is the case, all I'm 
asking for is the change order form that will work for GE and West LB/ 
E-Next, and be consistent across all of the projects.  If you want to 
discuss, call me at 503-464-8782.  



"Thompson, Peter J." <peterthompson@akllp.com> on 12/15/2000 07:53:03 AM
To: "Alan. Larsen (E-mail)" <Alan.Larsen@enron.com>
cc: "Kay Mann (E-mail)" <kay.mann@enron.com>, "Pipitone, Paul" 
<paulpipitone@akllp.com>, "Cobb, Chris" <chriscobb@akllp.com> 

Subject: Fountain Valley



Pursuant to your request, attached please find the forms for the
break-out agreement and exhibits.
 <<Gas Turbine Purchase Agreement.DOC>>  <<Exhibits to Gas Turbine
Purchase Agreement - without notations.DOC>> 
 - Gas Turbine Purchase Agreement.DOC
 - Exhibits to Gas Turbine Purchase Agreement - without notations.DOC