Ruth asked that I forward this to you.

Thanks,
Todd
---------------------- Forwarded by Todd Busby/NA/Enron on 10/23/2000 09:16 
PM ---------------------------
   
	Enron Capital & Trade Resources Corp.
	
	From:  "Oliver, Jason" <joliver@Sithe.com>                           
10/23/2000 05:07 PM
	

To: "'Ruth.Concannon@enron.com'" <Ruth.Concannon@enron.com>
cc: Todd.Busby@enron.com 
Subject: RE: Sithe/Independence On & Off Peak MW Turndown Transaction Agre 
ements




Here are my comments on the drafts which you sent over this morning (subject 
to further review): 

(1) In "OTHER", the definition of weekday/weekend day/holiday need to be 
consistent with the NYISO definition.? I suggest that "Weekday" means Monday 
through Friday except for "Holidays".? "Holidays" means "NERC-defined 
holidays" (this is consistent with what NYISO uses in its services tariff).? 
"Weekend day" means Saturday and Sunday.

(2) In Part II, "OTHER" part 2., 8th line, the period after "November 30, 
2000" and before "Customer" needs to be changed to a comma.? You already made 
this correction in the December transaction document.

(3) In BDKW12off-peak, "CONTRACT PRICE (PER MMBTU)", the true-up still 
doesn't work.? The reason that we suggested it be moved to a side letter is 
that, when we sign a November deal, we may or may not also sign a December 
deal.? If the December deal is not signed, there is no carryforward of 
Enron's possible loss from the November deal.? If you change "CONTRACT PRICE 
(PER MMBTU)" in BDKW12off-peak to get rid of the true-up language, the side 
letter would basically say that Sithe will pay to Enron the "lesser of (x) 
the negative of the sum of the negative values, if any, determined under Part 
(b) of Transaction Nos. BD...,etc. and (y) the sum of the positive values, if 
any, determined under Part (b) of Transaction Nos. BD...,etc."

(4) In BDKW12on-peak, we can just use "weekday" instead of "weekday day", to 
be consistent with the other monthly transactions.? Also, in "CONTRACT PRICE 
(PER MMBTU)", part A, "24 hrs/day" should be replaced with "16 hrs/day".? In 
Part II, "OTHER" parts 1. and 2., change "570 MW" to "____ MW".