Thanks Kay. I'll call you Monday. Have a nice holiday.

Ben




Kay Mann@ENRON
04/12/2001 06:28 PM
To: Ben Jacoby/HOU/ECT@ECT, Chris Booth/NA/Enron@Enron
cc:  
Subject: NW

We had our daily phone call with NW.  I don't know that we really have 
significant  points of disagreement.  They understand that we are working 
some accounting issues, and they have a general idea of what we want to do.  
I suggested that we come up with the work arounds with our accountants, and I 
will think about it this weekend.  I have a couple of ideas but I really want 
to mull it over.

They look forward to receiving the turbine contract.  Chris, could you 
forward the draft change orders with it?

One point they raised is that they want the ability (with GE consent) to have 
us refund the future payment due to GE (less 7% for time value of money), 
retaining the payment obligation.  All of this is post closing.  They are 
putting up a full blown parent guaranty to GE for the turbine contract, and 
since the payment should only be around $4mm, that would probably be 
acceptable to GE.  

Keffer et al will issue revised documents tonight.  There are no calls 
scheduled tomorrow or this weekend, giving everyone "quiet time" to review 
the contract.  Other than the accting issues, this should be about it. 

We deferred discussions about an extension until Monday.

Kay