O&M Agreements

----- Forwarded by Gerald Nemec/HOU/ECT on 02/06/2001 02:53 PM -----

"David Locascio" <dlocascio@bracepatt.com<
01/30/2001 06:22 PM

To: <kcglc@alltel.net<, <dwight.beach@enron.com<
cc: "Jay Sonnenberg" <jsonnenberg@bracepatt.com<, <gerald.nemec@enron.com<,
<apalizzi@yahoo.com<
Subject: O&M Agreements

Attached please find the execution copies of both O&M Agreements. The only
change I have made is the one we discussed at the end of Section 8.4. Please
let me know if you wish to discuss.

Jay, unfortunately, I would just print out these documents in lieu of the
hard copies I previously gave you. However, keep and use the budget schedules
I gave you.

Best regards.

David W. Locascio
Bracewell & Patterson, L.L.P.
711 Louisiana, Suite 2900
Houston, Texas 77002-2781
phone: 713.221.1396
fax: 713.221.2134
email: dlocascio@bracepatt.com

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- Execution Copy of O&M AGREEMENT for LUMBERTON.doc
- Execution Copy of O&M Agreement for Elizabethtown.doc