Asset Managment Agreement used in connection with ENA's Sale of

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Liz,

The attached draft Asset Management Agreement (clean and latest marked copy
received from Milbank Tweed) documents essentially two separate
transactions. Article 2 governs EPMI's duties as an administrator and
overseer of NCPH's contractual and physical assets. Article 3 governs EPMI's
obligations to market power and capacity from the 2 NCPH plants. I am told
by the key originator, Heather Kroll, that EPMI has a number of these types
of transactions in place and/or in the works.

The primary reason for my call to you last week was to confirm that EPMI is
not regulatorily or otherwise prohibited from engaging in the 2 separate
types of transactions described above. Any thoughts you may have on the
subject would be very much appreciated.

Thanks,
Steve Van Hooser