----- Forwarded by Roseann Engeldorf/Corp/Enron on 01/08/2001 03:11 PM -----

	Lisa Bills/ENRON@enronXgate
	01/08/2001 10:50 AM
		 
		 To: Mike J Miller/HOU/ECT@ECT, Ben Jacoby/HOU/ECT@ECT, Ozzie 
Pagan/HOU/ECT@ECT, Christopher F Calger/PDX/ECT@ECT
		 cc: Roseann Engeldorf/Corp/Enron@ENRON, Catherine Clark/ENRON@enronXgate
		 Subject: RE: Format - Enron Draft MOU

Below are my comments to the attached MOU.  I will let Rose Engeldorf correct 
my comments, add her own after she reads this.

1.  As we told GE when we transferred the existing equipment from WestLB to 
TurboPark, TurboPark is the vehicle we will be using to acquire most if not 
all future equipment orders.

2.  Cover:  Turbine Purchase Agreement between E-Next Generation LLC Acting 
through its Agent Enron North America Corp. and General Electric Company for 
Four ...... - this is the standard we have used with GE under the WestLB 
structure.  It remains the same except that the Purchaser/Buyer is now E-Next 
Generation LLC.

3.  Pg 2, first para:  Buyer is "E-Next Generation LLC", a Delaware limited 
liability company with a principal place of business at Rodney Square North, 
1100 North Market Street, Wilmington, DE 1989-0001, Attention: Corporate 
Trust Administration.  Not sure this is necessary - see 4. below.

4.  Pg 2, first para: To match our other existing turbine contracts: "This 
Turbine Purchase Agreement ..... is entered into as of the ...... by and 
between GE....("Seller") and E-Next Generation LLC ("Buyer"), acting through 
its agent Enron North America Corp., a corporation incorporated under the 
laws of the state of Delaware, with offices located at 1400 smith Street, 
P.O. Box 1188, Houston, TX 77251-1188 ("Agent").

5.  Pg 2, second Whereas:  For accuracy and only if needed since not in 
existing contracts:  Replace "Buyer" with "Agent".

6.  Pg 2, new Whereas:  To clarify relationship between Buyer and Agent, 
conforms to existing contracts:  "Whereas Buyer has assigned and delegated 
certain of its rights, responsibilities and obligations under this Agreement 
to Agent and Agent has accepted same assignment and delegations as set forth 
in this Agreement."

7.  Clause 1, first full para:  On last line, please delete "Max" after Dog, 
before Projects and delete everything after Projects.

8.  Clause 1, (c) - (e):  Need to clarify that Agent, on behalf of Buyer, 
will be party responsible for negotiating these points with GE.

9.  Clause 3 (a):  in (2) and (3) need to insert "than" after later.

10.  Clause 3(a):  in last sentence, (b) and (c) need to be changed to (2) 
and (3).

11.  Clause 5(b):  Cleanup:  insert "or" after ";" at end of (2).  Insert 
"to" after "Parties" in (3).  Insert "on" at beginning of (4).  In full para. 
need to change reference to clause "7" to clause "5".  In last full line of 
para, "Proposal" is not a defined term and doesn't seem to fit in this 
document since this Agreement in clause 8 is all that is to be effective.

12.  Signature Line:  ENA, as Agent for E-Next Generation LLC.

13.  If we are successful, we will need the payment schedules, amounts and 
cancellation schedules, amounts for TurboPark allocation.

Please call with any comments.

 -----Original Message-----
From:  Miller, Mike  
Sent: Friday, January  5, 2001 2:57 PM
To: Bills, Lisa; Jacoby, Ben; Pagan, Ozzie; Calger, Christopher
Subject: Format - Enron Draft MOU

Attached below is the standard form GE Term Sheet.  Certain items have been 
left blank, including price and shipment dates.  GE told me that the 
$39,970,000 per turbine set number is still the notional price based on the 
GenPower Dell scope.  This aforementioned scope means that we will need to 
purchase an extra static starter ($900,000) and a water wash skid ($150,000) 
to take two sets of two turbines and split them up intop three projects 
(Longview, Ft Pierce, Fla Peaker).  As usual, things like dual fuel ($2 MM), 
peaker stacks ($1.5-2MM) and inlet cooling options are scope additions and 
are not included in the MSRP.  Please get me your comments as soon as 
possible to keep the process moving.  We can use this term sheet with 
business points discussed with GE to get the DASh process moving.  Shipment 
dates are still uncertain.  GE will try and accomadate us with turbines that 
will work for combined cycle as well as peakers for summer 2003 start dates.  
We will not know what (if any) turbines that we will get until GE goes into 
their DASH process next week.

Thanks,

Mike J Miller
---------------------- Forwarded by Mike J Miller/HOU/ECT on 01/05/2001 02:39 
PM ---------------------------


john.schroeder@ps.ge.com on 01/05/2001 01:01:05 PM
To: Mike.J.Miller@enron.com
cc: scott.terhune@ps.ge.com 
Subject: Format - Enron Draft MOU



Dear Mike
Here the format of an MOU for units, however this is not an offer to sell.

The potential ready to ship dates and pricing have been deleted.

Best Regards
John
John H Schroeder, Jr.
GE Power Systems Account Mgr.
2707 North Loop West, 9th Floor
Houston, Texas 77008
(713) 803-0525
Fax - 0567

> -----Original Message-----
> From: Swift, Stephen L (PS, CommOps)
> Sent: Friday, January 05, 2001 10:37 AM
> To: Schroeder, John H Jr (PS, Sales)
> Subject: Enron Draft MOU
>
> John,
>
> Attached is a typical MOU that we would use with Enron.  We are not
> authorized to make any offers to customers until after Tuesday 1/9/01 if
> any units are made available to us.  We can circulate this for Enron to
> begin a preliminary review with the understanding this is not an offer to
> sell.
>
> Let me know if you have any questions.
>
> Steve Swift
>
>
>
>  <<TPA Rev Draft.doc>>

 - TPA Rev Draft.doc << File: TPA Rev Draft.doc >>