Guys, can you come explain some of this to me including where we stand on the 
GE issues.

Regards
Delainey
---------------------- Forwarded by David W Delainey/HOU/ECT on 12/05/2000 
10:12 AM ---------------------------


"Churbuck" <Churbuck@bellsouth.net> on 12/05/2000 09:17:24 AM
To: <david.w.delainey@enron.com>
cc: "Mike J Miller" <Mike.J.Miller@enron.com>, "Michael L Miller" 
<Michael.L.Miller@enron.com> 
Subject: FW: PSM Purchase Agreement


Dave - Attached are (2) documents relating to the Calpine acquisition of
PSM. The draft stock purchase agreement and the Enron termination document.
I plan on closing Friday the 8th and would appreciate the warrant
termination agreement to be executed by tomorrow to avoid delays in closing.
I will fax a copy of the warrant agreement on PSM letterhead later this
morning. I appreciate all of your support and look forward to our further
successes with Amp's. I will be in my office later this morning. Please keep
information concerning our transaction Highly confidential.

Best Regards,

Tom Churbuck

Office : 561-347-2408
Cell:  : 561-213-5161


-----Original Message-----
From: Ambari Prakash [mailto:aprakash@thelenreid.com]
Sent: Monday, December 04, 2000 9:04 PM
To: tchurbuck@powermfg.com; vwesterhaus@shb.com; wpgarrett@yahoo.com
Cc: dougw@calpine.com; jregnery@calpine.com; richardz@calpine.com;
Ronf@calpine.com; Deborah DeMasi
Subject: PSM Purchase Agreement




> ----------
> From:  Ambari Prakash[SMTP:APRAKASH@THELENREID.COM]
> Sent:  Monday, December 04, 2000 9:03:57 PM
> To:  tchurbuck@powermfg.com; vwesterhaus@shb.com; wpgarrett@yahoo.com
> Cc:  dougw@calpine.com; jregnery@calpine.com; richardz@calpine.com;
Ronf@calpine.com; Deborah DeMasi
> Subject:  PSM Purchase Agreement
> Auto forwarded by a Rule
>
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========================================


 Please find attached a revised draft of the Calpine-PSM Mfg. Purchase
Agreement, marked to show changes from the 11/20 draft.

In the interests of time, this draft is being circulated simultaneoulsy to
Calpine for review, and remains subject to further revisions.

Best regards,

Ambari Prakash
Thelen Reid & Priest
Washington, DC 20004

Main Tel:  202-508-4000
Dir. Dial:   202-508-4021
Fascimile: 202-508-4321
aprakash@thelenreid.com
www.thelenreid.com





 - 24_QRED.DOC
 - WarrantT.DOC