Terri --  As discussed, attached please find the two confirmation agreements 
with my comments.  Please modify to reflect your own review and come back to 
me with any questions or comments.  --David







	Terri Clynes
	12/06/2000 07:04 PM
		 
		 To: David Portz/HOU/ECT@ECT
		 cc: 
		 Subject: 2 Draft Contracts

David,

Please review these agreements and let me know your comments.  I am in Las 
Vegas this week but am available to discuss.

Thanks,

Terri
---------------------- Forwarded by Terri Clynes/HOU/ECT on 12/06/2000 06:56 
PM ---------------------------


"Pam Sarvela (MPEX)" <psarvela@mnpower.com> on 12/06/2000 11:41:47 AM
To: "'Terri.Clynes@enron.com'" <Terri.Clynes@enron.com>
cc:  
Subject: 2 Draft Contracts


 <<ScheduleK2001..doc>>  <<EnronLD_K2001.doc>>

Terri;

Attached are two draft contracts.

The first contract is for the Schedule K - Participation Power Purchase,
with a fixed price block of energy for $64 MWh, and capacity at $4,666.67
MW-Month (or $28-Kw season).  The repricing provisions are based off of a
loss of system resources of greater than 150 MW, with the units identified.

The second contract is for the Financially Firm Energy.  I structured this a
little differently than what I originally anticipated, based on a discussion
with Tim and how the ASC views "financially firm" accredited products.
Since EPRI wants to be able to accredit this transaction, the best way to
deal with the financial firm energy seemed to be by pulling it out and
putting it into an exhibit.  I'm open to discussion on this if EPMI has a
alternative way that they would like to see.  Also, please note that per our
discussion on Friday, December 1, I added a contingency into this document
that Split Rock and EPMI must enter into a Master Agreement by December 15
or the agreement will be void.



 - ScheduleK2001..doc
 - EnronLD_K2001.doc