RE: Enron/Delta Turbine Acquisition

---------------------- Forwarded by Kay Mann/Corp/Enron on 04/06/2001 03:27
PM ---------------------------

"Shoemaker, Kent (GEAE)" <kent.shoemaker@ae.ge.com< on 04/06/2001 02:53:20 PM
To: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com<
cc:

Subject: RE: Enron/Delta Turbine Acquisition

Okay. My exit strategy didn't work and I got these back. Lee said to ask
you to send to me the Salmon Facility Agreement. Is this the same as Delta.

Also, what other documents will we have here. Will there be any override
letters, assignments, consents (other than below)?

Do I have any hope of getting out of the opinion. What good is an in-house
attorney's opinion anyway. It may be a stumbling block as we've never given
one before and I don't know how long approval procedures may take.

Are the documents below up to date.

Too fun!!

Kent

-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Monday, April 02, 2001 11:10 AM
To: kent.shoemaker@ae.ge.com
Cc: lee.johnson@ss.ps.ge.com
Subject: Enron/Delta Turbine Acquisition

Hi Kent,

I don't know whether Lee has mentioned the Delta Power deal that we are
working on. We are taking 4 turbines and putting them in an LLC, and
selling some of the interest in the LLC to Delta Power. Three of the
turbines are turbines formerally known as LV Co Gen turbines, and we are
buying new LM's to replace the ones we are using here. In any event, Delta
Power is financing the deal, and they have asked that we get GE sign off on
the attached documents. Therefore, I would be interested in your response
to the attached.

I understand that Lee is in New Orleans today, but I'll send him a copy
anyway.

Thanks,

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 04/02/2001 10:05
AM ---------------------------

"PARKER, Isabel" <isabel.parker@freshfields.com< on 04/01/2001 05:10:38 PM

To: "Carolyn Campbell (E-mail)" <CCampbell@KSLAW.com<, "John Keffer
(E-mail)" <JKeffer@KSLAW.com<, "Kay Mann (E-mail)"
<kay.mann@enron.com<, "Rick Vicens (E-mail)"
<rvicens@deltapower.com<, "Gregory F. Lang (E-mail)"
<gregorylang@paulhastings.com<
cc: "BURKE, Ted (TDB)" <ted.burke@freshfields.com<

Subject: Enron/Delta Turbine Acquisition

This e-mail is confidential and may well also be legally privileged. If you
have received it in error, you are on notice of its status. Please notify
us immediately by reply e-mail and then delete this message from your
system. Please do not copy it or use it for any purposes, or disclose its
contents to any other person: to do so could be a breach of confidence.
Thank you for your co-operation. Please contact our
IT Helpdesk on +44 (0) 20 7936 4000 Ext.2000 or email
ITHelp@freshfields.com if you need assistance.

As discussed during our call earlier this afternoon, please find attached
for onward transmission to GE a draft of (i) the GE Consent and Agreement
and (ii) the GE legal opinion.

Kind regards
Isabel

(See attached file: NY003700033.DOC)
(See attached file: NY003699615.DOC)