GE Language

Team Enron - I spoke with Lisa this morning regarding her comments to the GE
language, the substance of which follows. I can discuss this on the call
with GE, but I wanted the Enron participants to know what our issues are.

1) Assignment - Generally, if GE is going to require that we list all the
possible assignees, the list should be broad enough to encompass the
possibilities. The comments below are designed to help make the language as
broad and flexible as possible. It would be best if we did not have to list
them.

A. 22.2(iii) and (iv) - we need to make sure that the definition of
"Facility" will be generic enough to cover any facility, not merely the
one(s) which may be the subject of the particular agreement - also generally
we will need to vet any defined term used in our sections to make sure it
does not result in greater restriction than we planned ;

B. I think we can remove the bracket before 22.2 (iii)(2) and add
"Purchaser" to the list of folks who can agree to "convey a power plant
project." Also in that clause, we will need to confirm required "timing" of
some power plant project development - does it mean only at the time of
signing the agreement? It should be for any power plant project in
development either at the time of signing the agreement, or any project in
development in the future. Insert the number 3 before the last "and" in
22.2(iii);

C. The paragraph following 22.2(iv)© has references to "(v) and (vi)"
above, which are no longer in the list;

D. The bold and bracketed language indicates that the terms of each of the
"Facility Agreements" should be in "strict conformity" with the Ts and Cs of
"this Agreement." Although it is written in the context that there has been
an assignment, Lisa wants to make sure that there is no expectation on GE's
part that an Enron entity will necessarily remain as the "Agent." Also, the
language indicates that the assignee and the vendor will enter into an
indemnity provision in the Facility Agreement that is in accordance with
Exhibit E (last sentence). Does this still work given that the indemnity
now runs only to the Purchaser?

2) Limitation of Liability - 27.2 and 27.3 We may need to explain to the
Enron accountants and AA that the reference to "indemnity" in these sections
does not create a separate indemnity obligation on Enron's or WLB's part.

3) Is the phrase "cognizant government" in 20.2(b) meant to apply to a
governing body with jurisdiction over the Seller and/or Purchaser?

Thanks,

Rose