Lisa/Rose,

Attached is the most recent draft of the facility agreement for the 
LM6000's.  This version was prepared for the Austin project and therefore 
lacks any DevCo specific references or requirements. Your input as to any 
lender requirements, as well as the rights and responsibilities of the agent, 
would be greatly appreciated.

Thanks,

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 11/27/2000 10:53 
AM ---------------------------


"Thompson, Peter J." <peterthompson@akllp.com> on 11/22/2000 02:42:23 PM
To: "Kay Mann (E-mail)" <kay.mann@enron.com>
cc: "Pipitone, Paul" <paulpipitone@akllp.com>, "Cobb, Chris" 
<chriscobb@akllp.com> 

Subject: City of Austin Agreement



Attached please find a clean copy of the City of Austin Facility
Agreement, as well as a blackline showing changes to the document agreed
to by GE.  To complete the agreement the following needs to be inserted:

1. For the recitals, the kW capacity of its plant and  the location
of the plant.

2. All exhibits, including Exhibit N-3 (which is the original price
for each unit) and Exhibit U, which contains the Site specific material.
The Table of Contents should then be run to include all of the exhibits.

3. The agreement reference in 6.7.1

4. The payee and address for invoices in 6.7.2

5. The names, addresses, etc. for Sections 25.1 and 25.3
 <<Comparison of the Gas Turbine Agreement.DOC>>  <<Gas Turbine
Agreement Draft of 11/22/00.DOC>> 
 - Comparison of the Gas Turbine Agreement.DOC
 - 00.DOC