Subject: Form of O&M Agreement
From: [email-masked]
To: [email-masked], [email-masked]
Cc: [email-masked], [email-masked]
Date: Fri, 12 Jan 2001 07:27:00 -0800 (PST)

is attached. I appreciate everyone's patience in waiting for it, but as you 
will see alot needed to be changed based upon the parties' discussions.  The 
revised agreement contemplates attaching as Schedule 5 coal testing and Btu 
adjustment provisions which I would prepare based upon whatever Enron 
engineers come up with on these issues.

Please note that I have incorporated the insurance provisions that were just 
e-mailed to me, but they require some cleaning up.

Please also note that contrary to what we were saying yesterday, the 
respective owner's would not be able to execute the O&M agreements on Monday 
because Enron would not control those entities then.  Only when the closing 
occurs and Enron takes control of the 2 owners would they have the authority 
to sign on behalf of those entities.

In any event, as I mentioned yesterday, my home number is (713) 780-9122. If 
you cannot reach me at work, please try me there.  Best regards.

David W. Locascio
Bracewell & Patterson, L.L.P.
711 Louisiana, Suite 2900
Houston, Texas  77002-2781
phone: 713.221.1396
fax:      713.221.2134
email: [email-masked]

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 - OPERATION AND MAINTENENCE AGREEMENT.doc