FYI --

This was the proposal that was sent to EDFI after we  had made the "second cut".

Ruth


 -----Original Message-----
From: 	Concannon, Ruth  
Sent:	Friday, September 28, 2001 11:53 AM
To:	'Holcombj@paceglobal.com'
Cc:	Williams, Jaime
Subject:	Draft Heads of Agreement --  Rio Bravo IV Fuel Supply
Importance:	High

Attached is Enron North America Corp."s proposed Draft Heads of Agreement.  As you suggested the other day, we have tried to incorporate the important language of ENA's Master Firm Purchase/Sale into the red-lined draft so that it will be easier to evaluate.  There are certainly many areas in our draft document where ENA would entertain suggested language changes.  We would be happy to have a quick conversation with you to explain ENA's draft agreement and to answer any questions that you may have on the proposal.  Also attached to this message is ENA's pro forma Master Firm Document, so that you could see the starting point of our initial RFP response.

Please note that ENA does not approach Enron's upper management and Board of Directors for their approval of new proposals until a bit later in the typical bid process.  Since our deal approval procedures have not been completed, ENA had to condition this draft agreement is non-binding subject to management approval at this time.  Should ENA make the "next cut", this process would have to be completed prior to any execution of EDFI's agreements.

Please contact me at 713-853-1667 or Jaime at your earliest convenience.

Thanks,

Ruth Concannon
Director of Origination

ruth.concannon@enron.com