per my vm
----- Forwarded by Elizabeth Sager/HOU/ECT on 11/15/2000 12:34 PM -----

	John Lamb@ENRON
	11/15/2000 11:58 AM
		 
		 To: Mike Curry/HOU/ECT@ECT, David Portz/HOU/ECT@ECT, Elizabeth 
Sager/HOU/ECT@ECT, Clement Abrams/Corp/Enron@ENRON
		 cc: Michael Payne/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
		 Subject: Enron Guaranties for Indian Mesa II PPA & GSPA

Attached are clean and blacklined drafts of the Enron guaranties to be made 
in support of EPMI's obligations under the Indian Mesa II Renewable Energy 
Purchase Agreement ("PPA") and Green  Premium Sharing Agreement ("GSPA").? 
The guaranty for the PPA is blacklined against the Enron EPC Contract 
guaranty in favor of the banks which was granted in connection with our 
Cabazon Wind Power Project (the project most recently financed by EWC) and 
the GPSA guaranty is blacklined against the PPA guaranty.  As we discussed 
last week, since the Enron guaranties will need to be in a form that will 
acceptable to our project lenders and equity participants, we thought that we 
should start with a form that was used in our last financing and that was 
negotiated by Enron and the banks.  We plan to use the same basic form for 
the Enron guaranty that will be made in favor of EPMI with respect to the 
seller's obligations under the PPA.  We will forward the draft of that 
guaranty to you later today.  Please feel free to give me a call if you have 
any questions concerning the attached guaranties.  Thank you.



 - PPA Guaranty.doc
 - GPSA Guaranty.doc
 - REDLINE GPSA Guaranty.doc
 - REDLINE PPA Guaranty.doc