Draft Sithe Independence MW Turndown Transaction Agreement --- ,
 Attached is a draft transaction agreement for October 2000, the assumed 
maintenance
month during the MW Turndown time period.   The boiler-plate language is 
identical to
the document sent to you earlier.  The only changes are to the DCQ, Delivery 
Points, and
Contract Price language for Part I.  These changes incorporate Sithe's 
concerns that 
the month of October should be divided in two parts, one when the full plant 
is available
and the other when the only one block is available.  For invoicing purposes, 
it has been
assumed the GSA sales reduction tied to one block being down for 15 days 
would keep
ENA whole for what the GSA sales volumes would have been if there had not 
been a MW
Turndown transaction.  We have not yet verified if this is an accurate 
assumption, so some
additional adjustments to the volumes/time period may still be required.

Ruth
mrosenberg@sithe.com, joliver@sithe.com, bhughes@sithe.com, 