Schedule 4.1(g)
to
Purchase and Sale Agreement
VIOLATIONS OR BREACHES
Brownsville Power I, L.L.C.

1.	Violations of antitrust or other Laws which would not occur but for the fact that Buyer is a party to the Purchase and Sale Agreement.

2.	See matters described in Schedule 4.1(j).  

Schedule 4.1(h)
to
Purchase and Sale Agreement
CONSENTS
Brownsville Power I, L.L.C.

1.	Air Permit No. 950748F from Tennessee Department of Environment and Conservation (“TDEC”) issued October 5, 1998, as modified and amended.  A letter application, accompanied by the Buyer’s environmental compliance history and a written agreement for the date of transfer of responsibility, must be submitted to TDEC prior to the closing of the sale under the Purchase and Sale Agreement.  Agency approval, which is ministerial in nature, is required to issue within sixty days after submission.

Schedule 4.1(i)
to
Purchase and Sale Agreement
ACTIONS
Brownsville Power I, L.L.C.

1.	While no formal Actions have been filed, an undated Petition of Complaint has been delivered by Robert “Bob” Scifres (a local resident) to the Haywood County Executive, John Sharp Sharpe and the “management personnel of Enron” on August 7, 2000 which contains allegations of excessive noise from the plant.  [Date of delivery to John Sharp to be confirmed.] Enron was also later contacted by Mr. Sharpe on November 7, 2000 to discuss another complaint, by a local resident, on noise emanating from the Facility on November 1, 2000.  The Brownsville Power I, L.L.C. Facility was dispatched (305 MW) for HE 07:00 that morning and initiated starts on Units #1, #2 and #4 at 05:15 Hrs.  Mr. Sharpe indicated that he was phoned, at home, very early that morning by the local resident.  He stated that he drove by the site to verify the complaint.  Mr. Sharpe stated that the Facility noise, in his opinion, was no louder that other manufacturing facilities in the area, specifically, a local cotton gin.

Schedule 4.1(j)
to
Purchase and Sale Agreement
COMPLIANCE WITH LAWS
Brownsville Power I, L.L.C.

1.	Potential Notice of Violation regarding customized schedule for Sox sampling of fuel supply. No corrective action or fine is expected if a Notice of Violation is issued. [Gus Eghneim to provide further details.](“NOV”) for implementing a customized sulfur fuel monitoring schedule without prior approval from the EPA.  Brownsville Power I, L.L.C. submitted a request to use the EPA recommended natural gas sulfur monitoring protocol in August 1999 and began implementation of this protocol immediately without prior approval.  While such requests are routine and typically receive automatic approval, the Facility was technically required to have an approval in writing prior to implementation.  On May 16, 2000, EPA Region 4, which has jurisdiction over the Facility, issued a blanket approval for all facilities wishing to utilize the EPA protocol for sulfur monitoring of natural gas.  State inspectors, however, indicated that this blanket approval could not retroactively be applied to 1999.  While there is the potential for an NOV to be issued, the inspectors indicated that an enforcement Action is highly unlikely.  
 
2.	The U.S. EPA’s Acid Rain Regulation at 40 CFR 72.30 states that new units must submit complete Title IV Acid Rain Permit Applications 24 months before “Commencing Operation”. “Commencing operation” is defined in 40 CFR 72.2 as the first mechanical operation of the units.  Technically, the new units at the Brownsville plant site “commenced operation” prior to Brownsville Power I, L.L.C. submitting the Title IV Acid Rain Permit Application.  Based upon Seller’s best information, Seller does not believe that the U.S. EPA will enforce the regulation at 40 CFR 72.30. [Confirm.]

Schedule 4.1(m)
to
Purchase and Sale Agreement
PROJECT DOCUMENTS
Brownsville Power I, L.L.C.

PART I-PROJECT DOCUMENTS

Gas Agreements 

1.	Operating Agreement between ANR Pipeline Company and Enron Capital & Trade Resources Corp. dated March 31, 1999.
2.	ITS Service Agreement (No. 102090) between ANR Pipeline Company and Enron Capital & Trade Resources Corp. dated February 25, 1999 and ANR Pipeline Company letter letters to Enron Capital & Trade Resources Corp. regarding rates under Contract No. 102090 and dated 02/25/00. February 25, 1999 and September 20, 2000, respectively.
3.	Interconnection Agreement between ANR Pipeline Company and Brownsville Power I, L.L.C. dated November 24, 1998.
4.	Assignment of Interconnection Agreement between Brownsville Power I, L.L.C. and Enron Capital & Trade Resources Corp. assigning Brownsville Power I, L.L.C.’s interest to Enron Capital & Trade Resources Corp. and dated January 8, 1999.
5.	Right of Way Letter Agreement between Brownsville Power I, L.L.C. and ANR Pipeline Company dated September 15, 1998.	
6.	Modification of Right of Way Agreement among ANR Pipeline Company, Brownsville Power I, L.L.C. and the Industrial Development Board of the City of Brownsville, Tennessee dated October 25, 1999 as recorded in Deed Book 239 Page 641 on October 3, 2000 in Haywood County, Tennessee.
7.	IPLS Service Agreement (No. 102896) between ANR Pipeline Company and Enron Capital & Trade Resources Corp. dated February 25, 1999.
 7
8.	Assignment Agreement among ANR Pipeline Company, Enron North America Corp. and Brownsville Power I, L.L.C. regarding Assignment of Gas Contracts from Enron North America Corp. (formerly known as Enron Capital & Trade Resources Corp.) to Brownsville Power I, L.L.C. dated December 1, 1999.
 8
9.	Additional ANR Transportation Service Agreement between Enron Capital & Trade Resources Corp. and ANR Pipeline Company dated March 30, 1999.
 9
10.	ANR Notice Letters of Rates to be charged under IPLS Service Agreement No. 102896(No. 102896) dated February 25, 1999 and June 4, 1999, respectively.
Electricity Agreements

1.	Interconnection Agreement between Tennessee Valley Authority and Brownsville Power I, L.L.C. dated January 12, 1999.
2.	Bill of Sale and Easements from Enron Capital & Trade Resources Corp. to Tennessee Valley Authority for interconnection facilities and associated equipment and related diagrams dated May 28, 1999.
3.	Industrial Power Contract between Southwestern Tennessee Electric Membership Corp. and Brownsville Power I, L.L.C. dated May 1, 1999.
Real Estate Agreements

1.	Easement from Industrial Development Board of the City of Brownsville to the United States of America for Tennessee Valley Authority Interconnection Agreement.
2.	Quitclaim Bill of Sale between Enron North America Corp. and Brownsville Power I, L.L.C. for Personal Property, Equipment, Turbines and related transformers and breakers located on Brownsville Site.
3.	Quitclaim Bill of Sale between Brownsville Power I, L.L.C. and Industrial Development Board of the City of Brownsville for Personal Property Equipment (turbines and related transformers and breakers located on Brownsville Site).
4.	CORRECTED Quitclaim Deed and Bill of Sale for real property from Brownsville Power I, L.L.C. to Industrial Development Board of the City of Brownsville executed October 5, 2000.
Equipment Agreements

1.	Transformer and Circuit Breaker Package-ABB Agreement between ABB Power T & D Company and Brownsville Power I, L.L.C. for Brownsville Site dated December 4, 1998.
2.	Agreement for Transformer Package between Brownsville Power I, L.L.C. and ABB Power T & D Company for Brownsville Plant dated  December 4, 1998.
3.	Purchase Contract between Brownsville Power I, L.L.C. and Westinghouse Power Generation (a division of CBS Corporation) for Southeastern Peaker Plant Project Combustion Turbine Generator Packages dated July 17, 1998.
PART II-BREACHES AND MATERIAL DEFAULTS

None.

Schedule 4.1(n)
to
Purchase and Sale Agreement
ENVIRONMENTAL MATTERS
Brownsville Power I, L.L.C.

Environmental Matter	Date	Resolution	
Notice of Violation (NOV)
NPDES  Construction Stormwater Permit and Tennessee Water Control Act, Section 69-3-114
·	Discharge of sediment to Carter Creek
·	Silt fencing not in place
·	Concrete trucks emptying excess concrete in roadside ditch	2/22/99	·	Mitigation measures to sediment pond
·	Silt fences installed
·	Excess concrete removed from drainage ditch and creek, area restored.
No further action was taken by the Tennessee Department of Environmental and Conservation (TDEC) on this NOV	
Notice of Violation (NOV)
NPDES  Construction Stormwater Permit and Tennessee Water Control Act, Section 69-3-108
·	Sediments from fill area in SW corner of site are entering roadside ditch and tributary of Carter Creek
·	Sediments exiting from retention basin
·	Silt fences in ill repair	5/1/00	·	Old gravel scraped and hauled off site
·	Level, disk, and seed disturbed area to stabilize site and eliminate erosion
·	Gabion stone places in each ditch entrance
·	Erosion cloth placed on slopes behind north fence line
·	Eroded dirt cleaned out along north fence line and base rock placed.
·	Stone placed along perimeter and inside the fence
No further action has been taken by TDEC on this NOV.	

Schedule 4.1(o)
to
Purchase and Sale Agreement
TAX MATTERS
Brownsville Power I, L.L.C

1.	Tennessee Department of Revenue is scheduled to commence Sales & Use Tax Audit in December 2000.  [Matt Gockerman to confirm if any updates.]

Schedule 4.1(p)
to
Purchase and Sale Agreement
EMPLOYEE MATTERS
Brownsville Power I, L.L.C.

None. 

Schedule 4.1(r)
to
Purchase and Sale Agreement
PERSONAL PROPERTY
Brownsville Power I, L.L.C.

PART I - DESCRIPTION OF PERSONAL PROPERTY

None.

PART II - SPARE PARTS

See Deal Bench, Brownsville Deal, Section 05.10-Equipment Inventory.

PART III - OTHER PERSONAL PROPERTY ITEMS

	DESCRIPTION							QUANTITY

	COPIER, DIGITAL “SHARP” DESKTOP MODEL			1
	COMPUTER CENTER							1
	MECH. TOOL SET								1
	MECH TOOL SET								1
	CHEST, 36 IN.								1
	CABINET, 36 IN								1
	MISC. MECHANICAL TOOLS						1
LIFT- MASTER, ORBIT BOOM, FORKLIFT JIB, MODEL
LM-OBT									1
MAINTENANCE TOOLS							1
MISCELLANEOUS TOOLS (WELDING RELATED)			1
HYTORC 1.5” DRIVE WRENCH 8000+ FT LB CAB			1
FLOOR MOUNTED DRILL PRESS						1
“SENSATION” MODEL 3300G HOT WATER PRESSURE
WASHER									1
PORTABLE BENCH OVEN							1
SUPPLY SHELVING								1
BAND SAW									1
TORQUE WRENCH								1
MODEL 275 HART COMMUNICATOR					1
MISC. INSTRUMENTATION TOOLS					1
MAINTENANCE TOOLS (E&I RELATED)				1
LOW PSI PUMP CALIBRATOR						1
DOCUMENTING PROCESS CALIBRATOR				1
PSI MODULE 0-10” H20							1
PSI MODULE, 0-100PSIG							1
PSI MODULE, 0-1500PSIG							1
PSI MODULE, -15/200.00 PSIG						1
PSI MODULE, 0-5000 PSI							1
HIGH TEMP DRY BLOCK CALIBRATOR				1
MEGOHMMETER 5KV/1 TERAOHM					1
SAFETY SUPPLIES								1
INDUSTRIAL SCIENTIFIC							1
BLOWER KIT, STANDARD ELECTRICAL 				1
MSA ULTRALITE MMR SCBA W/O CASE				3
MSA WALL MT CASE FOR SCBA						3
MSA 30 MIN. STEALTH CYLINDER					3
SERVICE, SUPPLY SAFETY RELATED SUPPLY			1
SUPPLY MATERIALS RELATING TO SAFETY				1
FIRE EXTINGUISHER 50 LB ABC, WHEELED				2
MOTOROLA 2-WAY RADIO SYSTEM					1
36 X 72 EXECUTIVE DESK P/N OF 3172 CH				1
CREDENZA, P/N OF 3122 CH						1
GUEST CHAIR CONF., P/N OF 1207 BK					12
HEWLETT PACKARD LASER JET PRINER 
MODEL # 2100SE								1
COPIER # 5820 (DUPLEX, AUTO FEED)					1
BASCO 4 PASS TUBE & SHELL HEAT EXCHANGER
BASCO PART # 6024							1
	MOTOROLA TWO WAY RADIO (HT750)					3

PART IV - OTHER PERSONAL PROPERTY ITEMS

Hardware for Generation Control System:

Compaq Rack mounting system - model 7142
Rack blanking panel
Compaq rack sidewall - kit f/42u rack
Rack mounted UPS Model 3000
Compaq monitor 17"
Compaq keyboard/trackball
Keyboard monitor mouse switch
Compaq Server - Proliant models 3000/1600 P450/512MB  (6-4095MB hot swap
drives)
Dual WAN Router connected to SW Bell and AT&T
Miscellaneous cabling
Stand alone APC UPS
SMP PC Compaq Deskpro 400 P400/128MB (4.3 GB)
Compaq Monitor 15" keyboard and mouse

Software for Generation Control System:

Microsoft NT 4.0 Operating System[To come.]

Schedule 4.1(s)
to
Purchase and Sale Agreement
REAL PROPERTY
Brownsville Power I, L.L.C.

REAL PROPERTY

1.	Approximately 83 acres in Haywood County, Tennessee as more particularly described in the Warranty Deed from Cleo Waller Kenney et. al to Brownsville Power I, L.L.C. dated September 22, 1998. 
EASEMENTS

None.

Schedule 4.1(t)
to
Purchase and Sale Agreement
LEASES
Brownsville Power I, L.L.C.

LEASES OF REAL PROPERTY

1.	Approximately 51 acres in Haywood County, Tennessee as more particularly described in that Real Property Lease Agreement between The Industrial Development Board of the City of Brownsville, Tennessee as the lessor and Brownsville Power I, L.L.C. as lessee dated September 21, 1998.
LEASES OF PERSONAL PROPERTY

1.	That certain [_____] 494 MW (nominal) natural gas-fired, simple cycle merchant generation facility consisting of [_______________________] four (4) Westinghouse gas turbines and all ancillary and related equipment currently used in connection therewith as more particularly described in that Real Property Lease Agreement between The Industrial Development Board of the City of Brownsville, Tennessee as the lessor and Brownsville Power I, L.L.C. as lessee dated September 21, 1998.
.

Schedule 4.1(u)
to
Purchase and Sale Agreement
PERMITS
Brownsville Power I, L.L.C.

Permit/Approval	
Issuing Agency	Date Issued	Date Expires	
Notes	
Part 70 Operating Permit (Title V)		Not yet issued	5 years from issuance	Application filed – 6/1/00.  Brownsville is covered by application shield.  Unknown when TDEC will issue permit.	
Spill Prevention Control and Countermeasure Plan (SPCC)	N/A			Required under Federal Oil Pollution Prevention regulations in 40 CFR 112.  SPCC plan is expected to be completed and implemented by 11/1/00. 	

Schedule 4.1(v)
to
Purchase and Sale Agreement
CONDITION OF EQUIPMENT
Brownsville Power I, L.L.C.

1.	[Mitch Robinson to describe EAR upgrade.] Punchlist Items
 2. [Mitch Robinson to describe outstanding warranty items.]
Claim/PO	Description	Status	Notes	
SEP371159039	OST Cable Repair #1- #4 units	Closed	Closed: 9 Feb 00	
ENR057004 	Bearing Oil Leak #2 unit	Re-opened under Extended Warranty provisions	SWPC on-site Nov 6th – 9th  	
ENR057005B	Missing WDPF Manuals	Closed	Closed: 9 Feb 00	
SEP37159040	CT Igniter Logic Change	Closed	Closed: 9 Feb 00	
ENR057002	Mechanical Package Actuators	Approved: Open	Awaiting confirmation of shipment from vendor. 	
SEP37159037	Fuel gas valve modifications on Units #3 & #4	Closed	Unit #3  & #4 will be flow scanned 4-12-00 and installed on 4-13-00	
ENR057005A	Damaged Combustor Basket	Closed	Received into Inventory 	
Moved to claim status	Megawatt Limiting Issue	Closed	To complete when FG Valves are installed	

2.	Warranty Claims Status
Claim #	Description	Est’d Completion Date	Status	Notes	
ENR057005C	Fire protection system installation to include:
-missing nozzle #1 unit
-support for manifold #2 unit	3 Mar 00	Closed		
ENR057006	Missing Insulation	25 Feb 00	Closed	Completed 23 Feb 00	
ENR057007	Failed Optical Drive	3 Mar 00	Closed	Completed 25 Feb 00	
ENR057008	Exhaust Strut Mod	20 Apr 00	Closed	April 2000 outage	
TBD	Vent lines for exhaust all 4 units	20 Apr 00	Closed	April 2000 outage	
TBD	Instruction manuals missing info to include:
-84300 – Exciter Ignition
-84320 – Lead Assembly Ignitor .
-84325 – Ignition Excite In/Out power cable			4-15-00	
TBD	Illustrated parts book for site specific		Closed		
TBD	Thermostats to be replaced and relocated  			4-15-00  OEC has installed new thermostats	
TBD	Insulation drawings E size				
TBD	As built Logic ladders			4-15-00	
TBD	As built P&Id’s  			4-15-00	
TBD	DPU 14 MHC card failure			4-15-00	
TBD	Unit #3 Emission limits	5-4-00	Closed		
TBD	Unit #3 Water Injection pump	4-29-00	Closed		
TBD	DPU 14 – 8QR01 card failure			4-28-00	
ENR057010	Modify Transitions #1	4-19-00	Closed		
ENR057011`	Replace Transitions #2	4-14-00	Closed		
ENR057012	Damaged Baskets #3	4-14-00	Re-opened under Extended Warranty provisions	SWPC on-site Nov 6th – 9th  	
ENR057013	Damaged Baskets #4	4-14-00	Closed		
ENR057014	CT BOP Batteries	4-11-00	Approved: Open	Awaiting Schedule 	

Schedule 7.1
to
Purchase and Sale Agreement
PRECLOSING MATTERS
Brownsville Power I, L.L.C.

PART I - CONDUCT OF BUSINESS

None.
1.	Brownsville Power I, L.L.C. and the Industrial Development Board of the City of Brownsville are in the process of granting an easement to ANR Pipeline Company for a gas pipeline to the Facility and a related access easement.  Such easements are contemplated in the Interconnection Agreement between ANR Pipeline Company and Brownsville Power I, L.L.C. dated November 24, 1998 (as listed in Schedule 4.1(m), above).

PART II - TRANSFERRED CONTRACTS

1.	General Services and Maintenance Agreement between Operational Energy Corporation and U.S. Filter/Ionpure, Inc. dated May 1999 (for water treatment at Brownsville site).
2.	Service Agreement between Aramark Uniform Services and Brownsville Power I, LLC (c/o Operational Energy Corp.) dated July 20, 2000.  
3.	Clean Air Engineering Proposal No. 30587R1 for Quarterly Linearity Checks/Cylinder Gas Audits and Yearly RATA prepared for Operational Energy Corporation for Brownsville Power I, L.L.C. facility Facility dated July 14, 2000; Purchase Order No. _____________ dated _____________, 2000. [Ross Newlin to confirm.] R171-00-0061 dated February 9, 2000 (for delivery on December 31, 2000) and accompanying Change Orders.

4.	Sales and Software License Agreement between CK Systems, Inc. and Operational Energy Corp. (identified as __________________) dated __________, 2000.  [Ross Newlin to confirm To be confirmed.]

Schedule 7.11
to
Purchase and Sale Agreement
CASUALTY LOSS AMOUNT
Brownsville Power I, L.L.C.

[To Come - to be provided by Enron after negotiation]

Schedule 7.12
to
Purchase and Sale Agreement
EXCLUDED ASSETS
Brownsville Power I, L.L.C.

1.	[Describe excluded software.] The following software is licensed by an Affiliate of Seller:  
	(a)	Oil Systems International PI - Process Book and Data Link Software; and
	(b)	Alstom ESCA Scada Management Platform Software.

	[NOTE:  This software is licensed to Enron SE Corp.  If the Buyer desires to continue to use this software, the Buyer will be required to negotiate and obtain a separate license with the vendors of such software.  This software will be excluded from the Seller’s representation in Section 4.1(z).]

2.	The leased vehicles and other equipment described in Section 5.12, Brownsville Deal, on DealBench (www.dealbench.com).  [NOTE:  If Buyer desires to use these leased vehicles and other equipment after the Closing Date, Seller will use reasonable efforts to transfer its rights in such leased vehicles and equipment to Buyer or Brownsville Power I, L.L.C. on or before the Closing Date.]

Schedule 7.13
to
Purchase and Sale Agreement
GUARANTEES
Brownsville Power I, L.L.C.

1.	Enron Corp. Guaranty in favor of Tennessee Valley Authority for Interconnection Agreement with Brownsville dated January 12, 1999.
2.	Enron Corp. Guaranty dated May 26, 1999 in favor of ANR Pipeline Company for IPLS and IWS Service Agreements and Interconnection Agreement with Brownsville Power I, L.L.C. as amended by that certain letter agreement dated September 30, 1999.