I'm having trouble with Ben directing outside counsel.  I'm going to discuss 
it (politely), but I just want you to know what's up.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 01/04/2001 03:12 
PM ---------------------------
   
	
	
	From:  Ben F Jacoby @ ECT                           01/04/2001 02:57 PM
	

Sent by: Ben Jacoby@ECT
To: "Campbell, Carolyn" <CCampbell@KSLAW.com> @ ENRON
cc: "'kay.mann@enron.com'" <kay.mann@enron.com>@ENRON, "Keffer, John" 
<JKeffer@KSLAW.com>@ENRON, Fred Mitro/HOU/ECT@ECT, Chris Booth/NA/Enron@Enron 

Subject: RE: Turbine / Transformer Prototype Documents  

Please provide me with copies of these documents, and we'll make the changes. 
Thanks.

Ben



"Campbell, Carolyn" <CCampbell@KSLAW.com> on 01/04/2001 01:40:40 PM
To: "'Ben.F.Jacoby@enron.com'" <Ben.F.Jacoby@enron.com>
cc: "'kay.mann@enron.com'" <kay.mann@enron.com>, "Keffer, John" 
<JKeffer@KSLAW.com> 
Subject: RE: Turbine / Transformer Prototype Documents


Ben:

Substantive revisions were made (changing the earnest money concept to a
development fee concept, more complete termination provisions, replacing
confidentiality provisions with reference to a confidentiality agreement,
elimination of provisions addressing mediation) and the prototype documents
were recirculated on 12/15/2000.  However, the 12/15/2000 drafts of the
documents make specific references to NRG Thermal and contain specific dates
that would no longer be relevant.  We would recommend further revision to
address these matters before circulating for another potential transaction.

Carolyn Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
CCAMPBELL@KSLAW.COM <mailto:CCAMPBELL@KSLAW.COM>



-----Original Message-----
From: Ben.F.Jacoby@enron.com [mailto:Ben.F.Jacoby@enron.com]
Sent: Thursday, January 04, 2001 1:19 PM
To: Campbell, Carolyn
Cc: Kay.Mann@enron.com; Fred.Mitro@enron.com; Chris.Booth@enron.com
Subject: Re: Turbine / Transformer Prototype Documents



Carolyn:

Are these the most recent form documents, or were there any material
changes made when we were dealing with NRG on the LM6000s? Please let me
know.

Regards,

Ben




"Campbell, Carolyn" <CCampbell@KSLAW.com> on 12/14/2000 04:26:00 PM

To:   "'Ben.F.Jacoby@enron.com'" <Ben.F.Jacoby@enron.com>
cc:   "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>,
      "'Jim.Gilbert@enron.com'" <Jim.Gilbert@enron.com>,
      "'Dale.Rasmussen@enron.com'" <Dale.Rasmussen@enron.com>, "Keffer,
      John" <JKeffer@KSLAW.com>
Subject:  Turbine / Transformer Prototype Documents




 <<2RZ501!.DOC>>  <<2R6LRED.DOC>>  <<2RZ601!.DOC>>  <<2RLSRED.DOC>>
<<2RZ5RED.DOC>>  <<2RZ801!.DOC>>  <<2RSWRED.DOC>>

We have enclosed initial drafts of the following documents:

     1.   Letter Agreement for the Turbine Transaction (clean copy and
blacklined copy marked to reflect revisions from the current draft of the
turbine letter agreement with Coral);

     2.   Letter Agreement for the Transformer Transaction (clean
copy, blacklined copy marked to reflect revisions from the current draft of
the transformer letter agreement with Coral, and blacklined copy marked to
reflect revisions from the turbine letter agreement referenced as item no.
1
above);

     3.   Limited Liability Company Agreement (clean copy and
blacklined copy marked to reflect revisions from the current draft of the
LLC agreement for CA/ED-II).

As mentioned on the telephone, I have retained a number of the
representations and warranties requested by Coral, with modifications where
necessary to eliminate those aspects which were objectionable to Enron.
The
justification for this is that nearly any purchaser would insist on such
representations, and it is often more advantageous to present a draft that
appears to be neutral, rather than allow the counterparty to focus on what
is not there and then have the advantage of drafting precisely what it
wants.  Therefore, we suggest that Enron carefully review the
representations and warranties in order that any objectionable items can be
eliminated before circulation of documents to the counterparty.  Because we
rearranged and reorganized the representations and warranties to make a
more
clear presentation, the blacklined drafts will not be very helpful fur
purposes of reviewing representations and warranties.

Please review the enclosed at your convenience and advise of any comments.
Thank you.

Carolyn M. Campbell
King & Spalding
713-276-73-7 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosures:    129569v1
          129569v1 from 128541v14
          129570v1
          129570v1 from 129088v6
          129570v1 from 129569v1
          129572v1
          129572v1 from 129344v1



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(See attached file: 2RZ501!.DOC)
(See attached file: 2R6LRED.DOC)
(See attached file: 2RZ601!.DOC)
(See attached file: 2RLSRED.DOC)
(See attached file: 2RZ5RED.DOC)
(See attached file: 2RZ801!.DOC)
(See attached file: 2RSWRED.DOC)





                    Confidentiality Notice
This message is being sent by or on behalf of a lawyer.  It is intended 
exclusively for the individual or entity to which it is addressed.  This 
communication may contain information that is proprietary, privileged or 
confidential or otherwise legally exempt from disclosure.  If you are not the 
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disseminate this message or any part of it.  If you have received this 
message in error, please notify the sender immediately by e-mail and delete 
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