Enron Mail

From:dlocascio@bracepatt.com
To:kcglc@alltel.net, apalizzi@yahoo.com
Subject:Form of O&M Agreement
Cc:dwight.beach@enron.com, gerald.nemec@enron.com
Bcc:dwight.beach@enron.com, gerald.nemec@enron.com
Date:Fri, 12 Jan 2001 07:27:00 -0800 (PST)

is attached. I appreciate everyone's patience in waiting for it, but as you
will see alot needed to be changed based upon the parties' discussions. The
revised agreement contemplates attaching as Schedule 5 coal testing and Btu
adjustment provisions which I would prepare based upon whatever Enron
engineers come up with on these issues.

Please note that I have incorporated the insurance provisions that were just
e-mailed to me, but they require some cleaning up.

Please also note that contrary to what we were saying yesterday, the
respective owner's would not be able to execute the O&M agreements on Monday
because Enron would not control those entities then. Only when the closing
occurs and Enron takes control of the 2 owners would they have the authority
to sign on behalf of those entities.

In any event, as I mentioned yesterday, my home number is (713) 780-9122. If
you cannot reach me at work, please try me there. 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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- OPERATION AND MAINTENENCE AGREEMENT.doc