Peter/Kay,

Attached is revised ESA Facility Agreement.  This includes the Optional
Electric Output Guarantee for the Brazil site conditions.  Since the spread
between the 8 unit average guarantee and the single unit is greater than in
the base contract the LD sample calc needed some work, which I took care of.

Kay/Kent,

I also took a swipe at the 17.4 Termination language rework. See if I what I
came up with works...if so, we can use on all other Facility Agreements.

I've added John Ayres to distribution.  John and I will be reviewing the
contract Monday AM at 8:30 in his office.  Kay, it would be good if you
could join us ...as we're in the home stretch.  Also, can you send Peter the
remaining Exhibits he requested (B-1 and H-2).

thanks,

Lee

-----Original Message-----
From: Thompson, Peter J. [mailto:peterthompson@akllp.com]
Sent: Friday, December 08, 2000 10:22 AM
To: Kay Mann (E-mail)
Cc: Lee. Johnson (E-mail); Kent. Shoemaker (E-mail); Cheryl. Lipshutz
(E-mail); Roseann Engeldorf (E-mail); Brett. R. Wiggs (E-mail); Ben.
Jacoby (E-mail); Pipitone, Paul; Taylor, Rob; Cobb, Chris
Subject: Enron South America Break-Out Agreement


    Attached please find a clean and blackline of the latest draft of
the Enron South America Break-Out Agreement.  The only changes made to
this version is the addition of today's date and the 72/25 split of
Change Order 3 in Section 6.2.  We are still missing the Agreement
Reference in section 6.7.1.  We haven't made any changes to the exhibits
since the last time they were circulated.  I will pull them out of our
Houston database and circulate them shortly.
 <<Enron South America Turbine Agreement (version 4 to 5).DOC>>  <<ESA
Break-out Agreement Draft of 12/8/00.DOC>>


 - Enron South America Turbine Agreement (version 4 to 5)_GEredline120900.DOC