Check.

Kay




"PARKER, Isabel" <isabel.parker@freshfields.com> on 04/19/2001 08:03:34 AM
To: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>
cc: "O'BRIEN, Lisa" <lisa.obrien@freshfields.com> 

Subject: RE: Revised language relating to payment

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Thank you Kay.  I do have the earlier versions and I will pass the document
on to the lenders.
Another condition precedent to funding tomorrow is getting a response from
GE as to whether they have any further comments on the documents circulated
to them yesterday, and whether someone from GE will be available tomorrow to
sign the letter circulated yesterday attaching the agreed forms of consent,
opinion and Turbine Contract.
I would be grateful if you speak to Kent Shoemaker and ask him to let us
know today whether he has any comments and whether a signatory will be
available on Firday morning to sign the letter.
Thank you
Isabel

-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Thursday, April 19, 2001 7:31 AM
To: PARKER, Isabel
Subject: RE: Revised language relating to payment



Isabel,

I'm waiting on Delta to give me language concerning a performance guarantee
adjustment for site conditions before turning the execution version.

The GE parent guaranty and LOC are in the all the earlier versions I sent,
and remain unchanged.  Please let me know if you don't have the earlier
versions.

Kay




"PARKER, Isabel" <isabel.parker@freshfields.com> on 04/18/2001 06:07:33 PM

To:   "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>
cc:   "O'BRIEN, Lisa" <lisa.obrien@freshfields.com>

Subject:  RE: Revised language relating to payment

This e-mail is confidential and may well also be legally privileged. If you
have received it in error, you are on notice of its status.  Please notify
us immediately by reply e-mail and then delete this message from your
system.  Please do not copy it or use it for any purposes, or disclose its
contents to any other person:  to do so could be a breach of confidence.
Thank you for your co-operation.  Please contact our
IT Helpdesk on +44 (0) 20 7936 4000 Ext.2000 or email
ITHelp@freshfields.com if you need assistance.






Kay
Do you know when we might receive a revised Turbine Contract?  The lenders
would like to review the GE parent guarantee.
Thank you
Isabel

-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Wednesday, April 18, 2001 11:11 AM
To: rvicens@deltapower.com; gregorylang@paulhastings.com;
iparker@freshfields.com
Cc: Stephen.Thome@enron.com; Jake.Thomas@enron.com; ccampbell@kslaw.com;
jkeffer@kslaw.com
Subject: Revised language relating to payment


The following language/numbers are acceptable to GE:


6.1.2     Payment Schedule.
|-----------------+-----------------|
|   Payment Date  |  Payment Amount |
|-----------------+-----------------|
| April 30, 2001  |$50,234,000      |
|-----------------+-----------------|
|                 |                 |
|-----------------+-----------------|
|                 |                 |
|-----------------+-----------------|
|            TOTAL| $50,234,000     |
|-----------------+-----------------|




Such April 30th payment shall constitute full and final payment for the
Units, except that Purchaser shall be responsible for the payment of any
and all amounts associated with any Change Order after the Effective Date.
The final payment is also subject to Section 6.1.3.

The form of the letter of credit is included as an exhibit to the turbine
contract (exhibit D) and the form of GE parent guarantee is attached as
Exhibit C-1.

Kay