Re: Gas Turbine Purchase Agreement.DOC

You are right on all points (especially the punting one!). You should have
the list of specific "fill in the blank" stuff which I forwarded recently.
Also, we had a discussion yesterday with GE on the form of the
assignment/assumption agreement, so there shouldn't be anything required of
you from that standpoint.

I'm here today (wasn't yesterday) and will be happy to discuss it with you.

Kay

From: Stuart Zisman@ECT on 11/16/2000 09:17 AM
To: Kay Mann/Corp/Enron@ENRON
cc:

Subject: Re: Gas Turbine Purchase Agreement.DOC

Kay,

I recognize that you would like to punt this "break out contract" thing as
soon as possible; but, I would like to visit with you briefly about how any
transition might work. As I appreciate it, once the form of break out
contract is complete, most of the hard work is done. What types of
modifications are envisioned for each of the break outs? I assume that just
a few things would change (for example (i) price, (ii) number of units, (iii)
delivery points, and (iv) a pro rating of LD's). Am I grossly
underestimating the amount of work that will be required. Please advise.

Stuart