Wind PPA and GPSA

Attached are the turns of the Wind documents being transmitted to Wind after
today's negotiations. Elizabeth, by separate e-mail I am providing you my
draft legal risk memo and the Desk's draft DASH for your review. Accounting
is expected to report in tomorrow or Monday regarding the mark-to-market
aspects, and I expect that the remaining known issues will be resolved in
negotiations with Wind tomorrow afternoon, presuming I am released from jury
duty by then. --David

----- Forwarded by David Portz/HOU/ECT on 11/09/2000 09:39 PM -----

Mike Curry
11/09/2000 09:23 PM

To: Michael Payne/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, John
Lamb/EWC/Enron@ENRON, Bob Gates/EWC/Enron@ENRON, Stephen H
Friedlander/EWC/Enron@Enron
cc: David Portz/HOU/ECT@ECT, Doug Gilbert-Smith/Corp/Enron@ENRON
Subject: Wind PPA and GPSA

It appears we have resolved these documents excepting (1) the number of days
in 1(b) of the GPSA, (2) your review of our agreed concept for new taxes in
the GPSA, (3) the Security Section 7.03 in the PPA regarding Seller's ability
to provide and Enron Corp. guaranty before selldown occurs, and (4) agreement
to a guaranty amount for EPMI to provide in association of the PPA (we have
proposed a $25MM guaranty).

Michael, once you have had a chance to discuss these issues please give me a
call to resolve.

Thanks, - Mike