Purchase Option (LM6000-South America)

Attached please find an execution copy of the Purchase Option Assignment
and Assumption Agreement for the LM6000 turbines being transferred into
the Owner Trust. I have inserted the appropriate dates and have removed
the draft date, otherwise the document remains unchanged from the draft
of December 11, 2000.

Please feel free to call me with any questions.

<<Purchase Option (LM6000-South America).DOC<<

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Sean Bunk
Andrews & Kurth L.L.P.
600 Travis St., Suite 4200
Houston, Texas 77002
Tel.: 713.220.4427
Fax.: 713.238.7252
e-mail: seanbunk@andrews-kurth.com

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- Purchase Option (LM6000-South America).DOC