I've sent JRigby the execution versions of the break out contract and the 
override letter.  I've asked him to call me to discuss.

FYI: The turbine contract was originally drafted by Brian Barto, then Kathy 
Clark took over.  Scott Dieball (EECC Legal) was actively involved in the 
negotiations, as was I. In facct, it was the first deal I worked on after I 
transferred to ENA from EECC.

Kay


From: Roseann Engeldorf on 01/05/2001 12:39 PM
To: Lisa Alfaro/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Brett R Wiggs/SA/Enron@Enron, Kay Mann/Corp/Enron@Enron, 
dgholke@skadden.com, "ROB TAYLOR" <TAYLR@andrews-kurth.com> 

Subject: Re: ESA Documents needed to complete the Eletrobolt EPC  

No - he wants to see the breakout, but generally the commercial ts and cs are 
the same.  The breakout should be different only insofar as technical-type 
changes were made to accommodate a smaller "batch" of turbines and certain 
other site-specific changes.  The "override" letter contains the financing 
type changes that need to be in these "surrogate purchaser" deals.  The idea 
is that once the financing entities are out of the picture and we want to 
sell the facility, the breakout turbine purchase agreement can be assigned to 
the new owner without the funky "overrride letter" requirements.


Brett's question went to whether EECC would be critical of the commercial 
deal terms, because, oddly enough, EECC has historically been the point 
organization for all power asset purchases within Enron - whether the 
purchase was ultimately for an ENA, ESA or EECC/NEPCO project.  In this case, 
Brett can be assured that EECC had its input into the commercial terms last 
May, when Kay Mann (ENA power development lawyer) worked with Katherine Clark 
(an EECC contracts administrator) on the deal.

Sorry for the confusion.

Thanks,

Rose



	Lisa Alfaro@ENRON_DEVELOPMENT
	01/05/2001 12:30 PM
		
		 To: Roseann Engeldorf/Corp/Enron@ENRON
		 cc: Brett R Wiggs/SA/Enron@Enron, Kay Mann/Corp/Enron@Enron, "ROB TAYLOR" 
<TAYLR@andrews-kurth.com>@ENRON, Mary Kimball/NA/Enron@Enron
		 Subject: Re: ESA Documents needed to complete the Eletrobolt EPC

So he doesn't want to see the breakout?  Only the original purchase agreement?