Gerald:

Just fyi...tomorrow is our 9/80 friday so I won't have any feedback for you
before next week.  I've read through the changes and personally think they
look fine, but I'll circle back with Chris & Dean next Monday and see if
they've got any problems with any of the changes.

Have a nice weekend.
Lori
---------- Original Text ----------

From: "Gerald Nemec" <Gerald.Nemec@enron.com>, on 6/22/00 3:36 PM:



Attached are the latest revised redlined documents for Lost Creek.   Please
note
the following:

1.  The changes include those that Chris and I discussed in Denver.  The
Capacity Allocation Agreement is redlined against the version BR had reviewed
earlier.  All other docs. are redlined against the originals.

2.  Due to the Credit Agreement structure, portions of the Natural Gas Fuel
Liquidation concept were placed into the Administrative Services Agreement.
This was done in order to allow that portion of the Natural Gas Fuel value
which
covers the Power Bill to be included in the Debt Service Coverage Ratio calcs
in
the Credit Agreement.  The remainder of the Natural Gas Fuel will be
distributed
under the Capacity Allocation Agreement to avoid the inclusive of these excess
amounts in any distribution tests under the Credit Agreement.

3.  Since more significant changes were made to the Admin. Services Agreement,
it is now being amended and restated.

Dean,  have you resolved the accounting questions you raised this past Monday?

(See attached file: Amended and Restated Admin(RED).doc)(See attached file:
AMENDED AND RESTATED CAPALLEXP AGREEMENT4RED.DOC)(See attached file: Amended
and
Restated LLC Agreement1(RED).doc)