Clark,

We are covered on the O&M Agreement--Gerald Nemec has handled it.  

Thanks for the input on the Steam Agreement-I agree with it.

Steve



	"Clark Thompson" <cthompson@bracepatt.com>
	01/18/2001 11:36 AM
		 
		 To: <Steve.Van.Hooser@enron.com>
		 cc: "David Locascio" <dlocascio@bracepatt.com>, "Jay Sonnenberg" 
<jsonnenberg@bracepatt.com>
		 Subject: Re: Alamac Steam Agreement


Steve:

The definition is broad and a good one for us I believe.  However, I do not 
think that the failure to get an interconnection agreement or have the 
ability to send power to the system would interfere with our ability to 
provide steam to Alamac.  They are currently providing steam from the plant 
and not sending any power onto the system, so it would be a very hard case 
for us to establish a force majeure.  It might be more expensive for us, but 
I do not believe this will get us there.

As to the O& M Agreement, I have copied Dave Locascio, who is doing that 
agreement, and ask him to confirm my guess, but I doubt that we currently 
have the ability to cut back on it in its current form.  If this is something 
you want to add, we can certainly do so as this agreement is not yet signed 
and will not be signed until we get to the closing, which will probably take 
a week to 10 days.  For Dave's info, we are signing up the purchase 
agreements tomorrow, but stilll have some additional environmental testing to 
do before closing.

Please let me know if you want to bring up the F/M issue up with Alamac or 
otherwise change the definition of force majeure.  If so, we need to do it 
asap.

cgt

>>> <Steve.Van.Hooser@enron.com> 01/18/01 08:28AM >>>
Please call me to discuss.

Steve
----- Forwarded by Steve Van Hooser/HOU/ECT on 01/18/2001 08:28 AM -----

                    Chip
                    Schneider@ENR        To:     Steve Van 
Hooser/HOU/ECT@ECT, Glenn Wright/Corp/Enron@ENRON,
                    ON                   Dwight Beach/HOU/ECT@ECT
                                         cc:
                    01/18/2001           Subject:     Alamac Steam Agreement
                    08:21 AM





In considering the worst case scenario...

   The Force Majeure provision seems reasonably broad in the Steam Purchase
   Agreement.  Would we be able to rely on this at some point to suspend
   our steam supply to AKF in the event, for unforseen reasons, we could
   not obtain an Interconnection Agreement or transmission capacity to
   transport power from Elizabethtown and Lumberton?
   Also, if it were determined that we could not sell power from the sites,
   can we terminate or downsize the scope of the O&M Agreement?

Regards,