Please forward this e-mail to other persons within your respective groups who may have access to the Tolling Agreement or whose responsibilities may cause them to deal with Las Vegas Cogeneration II, L.L.C.'s business operations.

Thanks.




As you may be aware, on Friday, May 4, 2001, Las Vegas Cogeneration II, L.L.C. ("LVC II") executed a Capacity and Ancillary Services Sale and Tolling Services Agreement ("Tolling Agreement") with Allegheny Energy Supply Company, LLC ("ALLEGHENY").  

LVC II is an affiliate of ENA and of JEDI II.

Due to the nature of the services to be performed under the Tolling Agreement, LVC II will have access to information, including pricing, dispatch information and outage schedules, that ALLEGHENY deems extremely sensitive.  Accordingly, the Tolling Agreement requires LVC II and ALLEGHENY to keep all information relating to the Tolling Agreement in strict confidence.  

ENA provides certain administrative services to LVC II pursuant to an Administrative Services Agreement.  Furthermore, as equity holders in LVC II, ENA and JEDI II have access to information from LVC II as a matter of course.

In the course of providing services to or on behalf of LVC II, or in connection with management of ENA's or JEDI II's equity positions in LVC II, you may obtain information regarding the Tolling Agreement and/or operational information regarding LVC II.  ALL SUCH INFORMATION MUST BE TREATED AS CONFIDENTIAL AND PRIVILEGED INFORMATION, AND IS NOT TO BE DISCLOSED TO ANY PERSON OR USED FOR ANY PURPOSE OTHER THAN IN FURTHERANCE OF YOUR PROVISION OF SERVICES TO LVC II.

IN PARTICULAR, NO INFORMATION REGARDING THE TOLLING AGREEMENT OR ANY INFORMATION REGARDING THE OPERATIONS OF LVC II ARE TO BE MADE AVAILABLE TO OR DISCLOSED TO ANY PERSON INVOLVED IN THE POWER MARKETING OR TRADING OPERATIONS OF ANY ENRON AFFILIATE.

Under certain limited circumstances this information can be disclosed to third parties.  However, it is vital that you first confirm the appropriateness of making such disclosures with Dale Rasmussen, Karen Jones or Sheila Tweed of ENA's legal department prior to making any such disclosures.

Thank you for your cooperation.