Re: Gallup Docs.

Henry, I will resend a copy of the PPA.

"Henry Binder" <hbinder@porterhedges.com< on 03/22/2000 12:05:27 PM
To: Gerald Nemec/HOU/ECT@ECT
cc:
Subject: Re: Gallup Docs.

Gerald,

Please use hbinder instead of hbender in any e-mails you send to me.
Concerning the PPA, I did receive it but there was a line missing in the
middle of each page--looks like a copier problem.

Henry Binder

<<< "Gerald Nemec" <Gerald.Nemec@ect.enron.com< 03/22/00 11:20AM <<<

---------------------- Forwarded by Gerald Nemec/HOU/ECT on 03/22/2000 11:19
AM
---------------------------

Gerald Nemec
03/22/2000 11:05 AM

To: pmelcher@aol.com, kevin.howard@gcm.com, hbender@porterhedges.com,
hbrown@bracepatt.com
cc: Mark Knippa, Stephanie Balette/HOU/ECT@ECT, Davis Thames/HOU/ECT@ECT,
Nora
Dobin/Corp/Enron@ENRON, Cris Sherman/HOU/ECT@ECT, Rhett
Jackson/HOU/ECT@ECT, John Scarborough/HOU/ECT@ECT
Subject: Gallup Docs.

Attached for your review in the Gallup Transaction are the following
documents:

1. Assignment and Contribution Agreement - Assignment operational
documents and rights in assets from ECS into the LLC

2. Engineering, Procurement, and Construction Agreement - Defines
relationship between ECS and Enron Engineering and Construction Company
for installation of the motor driver at Gallup. This document will be
assigned
into the LLC except for that portion which relates to the electric power
transmission line. The utility will take ownership of the transmission line
per
the power purchase agreement.

Also forwarded via hard copy yesterday, was the executed Power Purchase
Agreement. Please let me know if you have not received this yet.

I will shortly email the form of gas purchase agreement between the LLC and
ECS.
This will merely be a new Confirm (Transaction Agreement "C") which will
operate
under the existing Enfolio Master Firm Purchase Agreement between ECS and the
LLC which was created for Kachina.

(See attached file: Contribution Agreement2.DOC)(See attached file: Gallup
Construction1.doc)