Securities Purchase Agreement (ENA-Highstar)

As promised in my e:mail to you of yesterday regarding the
Alamac/NCPH/AIG-Highstar due diligence review meeting to be held today in
Conference Room M03 on the 50th floor (see below), attached are the latest
versions of the Disclosure Schedules and the Securities Purchase Agreement
containing Representations and Warranties.

Please read and focus on the Seller (ENA) Representations and Warranties
contained in Section 4.1 [especially those that pertain to your area of
expertise/involvement in the various Alamac/Cogentrix/NCPH/AIG transactions]
and review the corresponding Schedules of disclosed exceptions, in
preparation for this afternoon's meeting.

Because Enron North America Corp. will be signing the Securities Purchase
Agreement tomorrow, Friday, May 11, 2001, IT IS CRITICAL THAT WE RECEIVE YOUR
INPUT AT TODAY'S 3:00 MEETING. If you are out of town or will be unable to
attend the meeting for any other reason, please conference in per the
instructions contained below, or call me before 3:00 today at 3-7238 with you
input. If your input is simply that the representations and warranties are
fine as currently written, please let me know. If you note any inaccuracies
or omissions or if you have any questions regarding the wording of any
representations/warranties or disclosures, please call to let me know.

Look forward to seeing you at 3:00. Thanks,

Steve Van Hooser
EB3877
713-853-7238
----- Forwarded by Steve Van Hooser/HOU/ECT on 05/10/2001 07:59 AM -----

"Jay Sonnenberg" <jsonnenberg@bracepatt.com<
05/10/2001 01:55 AM

To: <Bob.Percopo@AIG.com<, <christopher.lee@AIG.com<,
<Michael.Walsh@AIG.com<, <Jgrushkin@milbank.com<, <wbice@milbank.com<
cc: "Clark Thompson" <cthompson@bracepatt.com<, <Heather.Kroll@enron.com<,
<ozzie.pagan@enron.com<, <steve.van.hooser@enron.com<,
<Stuart.Zisman@enron.com<
Subject: Securities Purchase Agreement (ENA-Highstar)
Attached please find clean and black-lined versions of
(1) the SPA (marked to show changes against our draft of 5/3/01) and
(2) the Exhibits and Schedules to the SPA (marked to show changes against the
previously circulated draft).
Please note that I am forwarding these attachments without the benefit of
review by some of the ENA participants. Accordingly, they remain subject to
their final approval.
Best regards,
Jay
- #1270266 vRED - SCHEDULES TO AIG SPA.doc
- #1270266 v2 - SCHEDULES TO AIG SPA.doc
- #1269388 v11 - SECURITIES PURCHASE AGREEMENT (AIG).doc
- #1269388 vRED - SECURITIES PURCHASE AGREEMENT (AIG).doc

Rae Meadows/ENRON@enronXgate
05/09/2001 01:55 PM

To: Tom Chapman/HOU/ECT@ECT, Scott Churbock/NA/Enron@ENRON, Dave
Kellermeyer/HOU/ECT@ECT, Heather Kroll/ENRON@enronXgate, David
Marshall/ENRON@enronXgate, Gerald Nemec/HOU/ECT@ECT, Christi L
Nicolay/HOU/ECT@ECT, Ozzie Pagan/HOU/EES@EES, Reagan
Rorschach/ENRON@enronXgate, Don Stevens/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT,
Gail Tholen/ENRON@enronXgate, Steve Van Hooser/HOU/ECT@ECT, Robert P
Virgo/HOU/ECT@ECT, Joseph Wagner/NA/Enron@Enron, Lloyd Will/HOU/ECT@ECT,
Glenn Wright/ENRON@enronXgate, Cris Sherman/ENRON@enronXgate, Stuart
Zisman/HOU/ECT@ECT, cthompson@bracepatt.com@SMTP@enronXgate,
jsonnenberg@bracepatt.com@SMTP@enronXgate
Subject: ON BEHALF OF STEVE VAN HOOSER
As a person having Knowledge regarding the Alamac/NCPH/AIG-Highstar
Transaction, please attend a due diligence meeting on the North Carolina
Power Holdings/AIG Transaction tomorrow, May 10, 2001 at 3:00 p.m. in
Conference Room M03 on the 50th floor. If you are unable to attend the due
diligence meeting, please call in (1-888-285-4585, Host Code 243106,
Participant Code 175041) and join us via teleconference. Please RSVP to my
assistant, Rae Meadows via phone (39282) or via e-mail.
Please review the attached exhibits together with the representations and
warranties which we will forward to you later today in preparation for
tomorrow's meeting.

Steve Van Hooser