As promised in my e:mail to you of yesterday regarding the Alamac/NCPH/AIG-Highstar due diligence review meeting to be held today in Conference Room M03 on the 50th floor (see below), attached are the latest versions of the Disclosure Schedules and the Securities Purchase Agreement containing Representations and Warranties.  

Please read and focus on the Seller (ENA) Representations and Warranties contained in Section 4.1 [especially those that pertain to your area of expertise/involvement in the various Alamac/Cogentrix/NCPH/AIG transactions] and review the corresponding Schedules of disclosed exceptions, in preparation for this afternoon's meeting.

Because Enron North America Corp. will be signing the Securities Purchase Agreement tomorrow, Friday, May 11, 2001, IT IS CRITICAL THAT WE RECEIVE YOUR INPUT AT TODAY'S 3:00 MEETING.  If you are out of town or will be unable to attend the meeting for any other reason, please conference in per the instructions contained below, or call me before 3:00 today at 3-7238 with you input.  If your input is simply that the representations and warranties are fine as currently written, please let me know.  If you note any inaccuracies or omissions or if you have any questions regarding the wording of any representations/warranties or disclosures, please call to let me know.

Look forward to seeing you at 3:00.  Thanks,

Steve Van Hooser
EB3877
713-853-7238
----- Forwarded by Steve Van Hooser/HOU/ECT on 05/10/2001 07:59 AM -----


	"Jay Sonnenberg" <jsonnenberg@bracepatt.com> 05/10/2001 01:55 AM 	   To: <Bob.Percopo@AIG.com>, <christopher.lee@AIG.com>, <Michael.Walsh@AIG.com>, <Jgrushkin@milbank.com>, <wbice@milbank.com>  cc: "Clark Thompson" <cthompson@bracepatt.com>, <Heather.Kroll@enron.com>, <ozzie.pagan@enron.com>, <steve.van.hooser@enron.com>, <Stuart.Zisman@enron.com>  Subject: Securities Purchase Agreement (ENA-Highstar)	

Attached please find clean and black-lined versions of
(1) the SPA (marked to show changes against our draft of 5/3/01) and
(2) the Exhibits and Schedules to the SPA (marked to show changes against the previously circulated draft).
Please note that I am forwarding these attachments without the benefit of review by some of the ENA participants.  Accordingly, they remain subject to their final approval.
Best regards,
Jay
 - #1270266 vRED - SCHEDULES TO AIG SPA.doc 
 - #1270266 v2 - SCHEDULES TO AIG SPA.doc 
 - #1269388 v11 - SECURITIES PURCHASE AGREEMENT (AIG).doc 
 - #1269388 vRED - SECURITIES PURCHASE AGREEMENT (AIG).doc 


Rae Meadows/ENRON@enronXgate 05/09/2001 01:55 PM 	   To: Tom Chapman/HOU/ECT@ECT, Scott Churbock/NA/Enron@ENRON, Dave Kellermeyer/HOU/ECT@ECT, Heather Kroll/ENRON@enronXgate, David Marshall/ENRON@enronXgate, Gerald Nemec/HOU/ECT@ECT, Christi L Nicolay/HOU/ECT@ECT, Ozzie Pagan/HOU/EES@EES, Reagan Rorschach/ENRON@enronXgate, Don Stevens/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Gail Tholen/ENRON@enronXgate, Steve Van Hooser/HOU/ECT@ECT, Robert P Virgo/HOU/ECT@ECT, Joseph Wagner/NA/Enron@Enron, Lloyd Will/HOU/ECT@ECT, Glenn Wright/ENRON@enronXgate, Cris Sherman/ENRON@enronXgate, Stuart Zisman/HOU/ECT@ECT, cthompson@bracepatt.com@SMTP@enronXgate, jsonnenberg@bracepatt.com@SMTP@enronXgate   Subject: ON BEHALF OF STEVE VAN HOOSER	

As a person having Knowledge regarding the Alamac/NCPH/AIG-Highstar Transaction, please attend a due diligence meeting on the North Carolina Power Holdings/AIG Transaction tomorrow, May 10, 2001 at 3:00 p.m. in Conference Room M03 on the 50th floor.  If you are unable to attend the due diligence meeting, please call in (1-888-285-4585, Host Code 243106, Participant Code 175041) and join us via teleconference.  Please RSVP to my assistant, Rae Meadows via phone (39282) or via e-mail.
Please review the attached exhibits together with the representations and warranties which we will forward to you later today in preparation for tomorrow's meeting.

Steve Van Hooser