Follow Up Items for DPL

---------------------- Forwarded by Don Miller/HOU/ECT on 10/28/2000 02:23 PM
---------------------------
From: Stuart Zisman on 10/28/2000 11:18 AM
To: Don Miller/HOU/ECT@ECT
cc: Dave Kellermeyer/HOU/ECT@ECT, Jeffrey Keenan/HOU/ECT@ECT, Gus
Eghneim/Corp/Enron@Enron, Jonathan Hoff/HOU/ECT@ect
Subject: Follow Up Items for DPL

Don,

The following are responses to items that I didn't have answers to during our
meeting with DPL the other day. I am not sure whether you would prefer to
package them with your follow up items or send them independently. Bracketed
items require attention.

1) Both the Remote Control Operation Agreement and the Interconnection
Agreement with IPL were filed with the FERC. [File stamped copies were sent
to Hoff (and you) and should be incorporated into DealBench.];

2) Regarding the question concerning document number 02.03.13 (Indiana
Utility Regulatory Commission ("IURC") Petition and Approval) - According to
our local counsel (Parvin Price at Bose McKinney), no approval or other
authorization from the IURC is required in connection with a change in
ownership. If our transaction was structured as a disposition of assets,
however, IURC consent would be required. [He also mentioned that: (i) the
new buyer should contact the IURC (if they were "smart") to notify them of
the change in control following closing (this may have been his pitch for
further business) and (ii) pursuant to the IURC Order dated 8/99 West Fork
has certain on-going reporting requirements (he wondered whether we had
delivered these reports - this is probably a Gus or Dave question).];

3) Regarding any obligation or covenant of West Fork under the PILOT
Agreement, I have exchanged voicemails with John Gregg (our local counsel in
Indiana). He briefly indicated that there is some "local expectation." But
said that he wanted to check into it further. [I will provide an update
Monday.]; and

4) A question was raised with respect to the use of the easement from
Carnanhan to West Fork dated 11/30/99 (Recorded in DR 271, P 688). [Keenan
will need to provide an answer on this one.] I sent him an email requesting
a response on this one.

These were the only outstanding DPL items that were on my list. I would
expect that Keenan, Kellermeyer and Eghneim will be able to provide answers
to questions 4 and 2, respectively, no later than noon on Monday. I will
endeavour to meet the same time schedule on question 3. Please feel free to
call with any questions.

Stuart