Schedule 4.1(g)
to
Purchase and Sale Agreement
VIOLATIONS OR BREACHES
Caledonia 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
Caledonia Power I, L.L.C.
1.	Air Permit No. 1680-00050 from Mississippi Department of Environmental Quality (“MDEQ”) issued December 4, 1998, as modified and amended.  An application to transfer ownership must be submitted 60 days prior to the closing of the sale under the Purchase and Sale Agreement, on a form supplied by MDEQ; it must be accompanied by the Buyer’s environmental compliance history and a written agreement for the date of transfer of responsibility.

Schedule 4.1(i)
to
Purchase and Sale Agreement
ACTIONS
Caledonia Power I, L.L.C.
None.

Schedule 4.1(j)
to
Purchase and Sale Agreement
COMPLIANCE WITH LAWS
Caledonia 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 Notice of Violation issues(“NOV”) for implementing a customized sulfur fuel monitoring schedule without prior approval from the EPA.  Caledonia 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 Caledonia plant site “commenced operation” prior to Caledonia 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
Caledonia Power I, L.L.C.
PART I-PROJECT DOCUMENTS
Gas Agreements
1.	FTA Gas Transportation Agreement (Service Package No. 29230) between Tennessee Gas Pipeline Company (as Transporter) and Caledonia Power I, L.L.C. (as Shipper) entered into on April 8, 1999, and FTA Firm Transportation Discount Letter for Contract 29230 dated April 7, 1999.
2.	IT Gas Transportation Agreement (Service Package No. 28869) between Tennessee Gas Pipeline Company (as Transporter) and Caledonia Power I, L.L.C. ,(as Shipper) dated April 1, 1998 (but executed on April 8 and 9, 1999).
3.	Balancing Agreement (Service Package No. 28870) between Tennessee Gas Pipeline Company (as Transporter) and Caledonia Power I, L.L.C. (as Balancing Party) dated April 8, 1999.
4.	Commercial Agreement between Tennessee Gas Pipeline Company and Caledonia Power I, L.L.C. dated March 31, 1999.
5.	Facilities Agreement between Tennessee Gas Pipeline Company and Caledonia Power I, L.L.C. dated November 17, 1998.
6.	Service Agreement between Tennessee Gas Pipeline Company and Caledonia Power I, L.L.C. entered into on April 8, 1999.
7.	Correspondence to Tennessee Gas Pipeline Company dated April 12, 1999 re: bid for 12,500 MMBtu/day beginning June 1, 1999 until May 31, 2009.
8.	Interruptible Gas Balancing Service Agreement between Hattiesburg Industrial Gas Sales Company Gas Storage Contract (Service Package No. 35352) between Tennessee Gas Pipeline Company (as Transporter) and Caledonia Power I, L.L.C. dated May 8, 2000.(as Shipper) dated November 1, 2000.
 9. System Impact Study Agreement between Tennessee Valley Authority
9.	FTA Gas Transportation Agreement (Service Package No. 35349) between Tennessee Gas Pipeline Company (as Transporter) and Caledonia Power I, L.L.C. dated ____________________ (relating(as Shipper) dated November 1, 2000.
10.	Commercial agreement regarding terms of and locations for authorized overrun volumes for the Gas Storage Contract (Service Package No. 35352) and FTA Gas Transportation Agreement (Service Package No. 35349) as memorialized in a letter addressed to Caledonia Power I, L.L.C.’s proposal to modify the Caledonia facility interconnect to both Alabama Power Company and Tennessee Valley Authority). [Chris Booth to confirm.] L.L.C. from Tennessee Gas Pipeline Company dated October 23, 2000.
Electricity Agreements
1.	Interconnection Agreement between Tennessee Valley Authority and Caledonia Power I, L.L.C. for transmission from facility the Facility to TVA’s transmission system dated March 15, 1999.
2.	Bill of Sale between Enron Capital & Trade Resource Corp. (as Seller) and Tennessee Valley Authority (as Buyer) for the interconnection facilities of Caledonia Power I, L.L.C. dated June 3, 1999.
3.	Industrial Power Contract between Monroe County Electric Power Assoc. and Caledonia Power I, L.L.C. dated May 1, 2000 1999.
4.	Power Supply Contract between Monroe County Electric Power Assoc. and Caledonia Power I, L.L.C. dated April 29, 1999.
5.	System Impact Study Agreement between Tennessee Valley Authority and Caledonia Power I, L.L.C. dated ____________________ (relating to Caledonia Power I, L.L.C.’s proposal to modify the Caledonia Facility interconnect to both Alabama Power Company and Tennessee Valley Authority).  [Chris Booth to confirm.]
Equipment Agreements
1.	Agreement between Caledonia Power I, L.L.C. and ABB Power T&D Company, Inc. for Southeastern Peaker Power Project in Caledonia Power I, L.L.C. (Transformer and Circuit Breaker Package) dated effective August 1, 1999.
2.	Agreement between Caledonia Power I, L.L.C. and ABB Power T&D Company, Inc. for Southeastern Peaker Power Project in Caledonia Power I, L.L.C. (Transformer Package) dated effective August 1, 1999 and entered into December 4, 1998.
PART II-BREACHES/MATERIAL DEFAULTS
None.

Schedule 4.1(n)
to
Purchase and Sale Agreement
ENVIRONMENTAL MATTERS
Caledonia Power I, L.L.C.
None.

Schedule 4.1(o)
to
Purchase and Sale Agreement
TAX MATTERS
Caledonia Power I, L.L.C.
1.	Mississippi State Tax Commission has completed field work portion of Sales & Use Tax Audit.  [Matt Gockerman to confirm if any updates.] Settlement has been entered into with Mississippi State Tax Commission, a refund is pending.

Schedule 4.1(p)
to
Purchase and Sale Agreement
EMPLOYEE MATTERS
Caledonia Power I, L.L.C.
None. 

Schedule 4.1(r)
to
Purchase and Sale Agreement
PERSONAL PROPERTY
Caledonia Power I, L.L.C.
PART I - DESCRIPTION OF PERSONAL PROPERTY
That certain ____504 MW (nominal) natural gas-fired, simple cycle merchant generation facility consisting of _______six (6) General Electric 7EA gas turbines and all ancillary and related equipment currently used in connection therewith.
PART II - SPARE PARTS
See Deal Bench, Caledonia Deal, Section 05.10-Equipment Inventory.  [Ross Newlin to provide.]
PART III - OTHER PERSONAL PROPERTY ITEMS
	DESCRIPTION							QUANTITY

	STICK/MIG WELDER							1
	GENERAL USE PUMP							1
	NORTECH COMPLETE 55 GAL VAC					1
	MECH. TOOL SET								1
	MECH. TOOL SET								1
	CHEST, 36 IN.								1
	CABINET, 36 IN.								1
	KAWASAKI MULE UTILITY VEHICLE 
	MODEL 550, 1999 MODEL							1
	LIFT- MASTER, ORBIT BOOM, FORKLIFT
	JIB, MODEL LM-OBT							1
	MAINT. TOOLS								1
	MAINT. TOOLS								1
	HYTORC HYDRAULIC POWER PACK 
	10000 PSIG CAPACITY (ELECTRIC)					1
	SOCKETS, HYTORC SET, FOR GE FRAME
	7 UNITS ¾”, 1”, 1.5” DRIVE						1

	“SENSATION” HOT WATER PRESSURE WASH 
	3000PSI, 9HP HONDA, 110V, DIESEL FIRED BURNER,
	50 FT OF HOSE, STD. WAND, TRIGGER GUN CONTROL,
	(3)TIPS									1
	SERVICE, SUPPLY NON-SPARKING COMBINATION 
WRENCHES									1
FWKE 123 SCOPEMETER							1
FWKE 87 MULTMETER W/CASE						2
EX TECH MULTI-FUNCTION CALIBRATOR 				1
PRESSURE GAGE CALIBRATOR						1
MODEL 275 HART COMMUNICATOR					1
ROSEMOUNT MODEL 275 HART COMMUNICAT			1
DOCUMENTING PROCESS CALIBRATOR 				1
PRESSURE MODULE – 15/30.000PSIG					1
PRESSURE MODULE 0-500PSIG						1
PRESSURE MODULE 0-1500PSIG						1
SAFETY EQUIPMENT							1
INDUSTRIAL SCIENTIFIC							1
BLOWER KIT, STANDARD ELECTRIAL					1
MATTING, SWITCH BOARD, 3’X75’					1
SAFETY CAN STORAGE CABINET					1
50# ROLLING DRY CHEMICAL FIRE EXTINGUISHERS
WITH COVERS								3
SAFETY/ENVIRONMENTAL EQUIPMENT/ SUPPLY			1
60 GALLON 2 DOOR SELF CLOSING CABIN				1
MOTOROLA 2-WAYRADIO SYSTEM					1
USED DESK/CREDENZA/(PATS)						1
USED DESK/CREDENZA/ SIDE DESK (RON’S)				1
TONER CARTRIDGE FOR SHARP AL-1220 COPYING 
MACHINE									4
DESK										2
COPIER #5820 (DUPLEX, AUTO FEED)					1
A- LINER, ALIGNMENT TOOL						1

AMETEK DENMARK A/S TYPE 601 MODEL 6 
TEMPERATURE CALIBRATOR 115VAC					1
0-1000 PSIG PRESSURE REGULATOR #FD4				1
5479T DRY BLOCK CALIBRATOR					1
22462T DRY BLOCK CALIBRATOR, W/INSE				1
CYLINDER PALLET RACKS MODEL CP8				4
	AKRON APOLLO MONITOR						1

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

Software for Generation Control System:

Microsoft NT 4.0 Operating System[To Come.] [Ross Newlin to provide.]

Schedule 4.1(s)
to
Purchase and Sale Agreement
REAL PROPERTY
Caledonia Power I, L.L.C.
REAL PROPERTY
1.	Approximately 61 acres in Lowndes County, Mississippi as more particularly described in the Warranty Deed from Thomas F. Vaughn and Henry D. Vaughn to Caledonia Power I, L.L.C. dated September 22, 1998.
2.	Approximately 2 acres in Lowndes County, Mississippi, as more particularly described in the Deed from Enron North America Corp. to Caledonia Power I, L.L.C. dated October 17, 2000 and recorded on October 19, 2000 in Lowndes County, Mississippi in Land Deed record No. 1316 pages 323-326.
EASEMENTS
None.  [Chris Booth to supply easement purchase options as such are executed.]

Schedule 4.1(t)
to
Purchase and Sale Agreement
LEASES
Caledonia Power I, L.L.C.
LEASES OF REAL PROPERTY
None.
LEASES OF PERSONAL PROPERTY
None.

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

Permit/Approval	
Issuing Agency	Date Issued	Date Expires	
Notes	
Part 70 Operating Permit (Title V)	Mississippi Department of Environmental Quality (MDEQ)	Not yet issued	5 years from issuance	Application filed – 5/9/00.  Caledonia is covered by application shield.
	
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
Caledonia Power I, L.L.C.
 1. [Mitch Robinson to describe EAR upgrade.]
2. [Mitch Robinson to describe outstanding warranty items.]
None.

Schedule 7.1
to
Purchase and Sale Agreement
PRECLOSING MATTERS
Caledonia Power I, L.L.C.
PART I - CONDUCT OF BUSINESS
1.	In relation to an Interconnection Agreement being negotiated between Southern Company and Caledonia Power I, L.L.C. , Caledonia Power I, L.L.C. will continue to attempt to execute and pay for expects to continue its efforts to obtain several option agreements for easements in relation to such Interconnection Agreement. a potential interconnection agreement with Southern Company.
2.	In connection with a contractual right held by Tennessee Gas Pipeline Company as a transferee from The Monroe County Electric Power Association under that certain Right of Way Easement granted by W.V. Nickels and Mrs. W.V. Nickels and dated October 1, 1937 and that certain Right of Way Easement granted by V.R. Hays and dated October 7, 1937 which allow Tennessee Gas Pipeline Company to place a pipeline anywhere on the property upon which the Caledonia Power I, L.L.C. Facility is located, Caledonia Power I, L.L.C. is attempting to have Tennessee Gas Pipeline execute a proposed agreement that would modify and narrow such right held by Tennessee Gas Pipeline Company to a defined width.
3.	Enron Corp. expects to extend the duration, and increase the amount, of that certain Enron Corp. Guaranty dated effective as of June 1, 1999 in favor of Tennessee Gas Pipeline Company and/or Midwestern Gas Transmission Company and/or East Tennessee Natural Gas Company for a Blanket Authorization Agreement with Caledonia Power I, L.L.C. as amended by that certain letter agreement dated January 5, 2000 (see Schedule 7.13, Item 2).
PART II - TRANSFERRED CONTRACTS
1.	Interconnection Study Agreement entered into between Southern Company and Enron North America Corp. dated August 15, 2000.
2.	Agreement by and between Enron Capital & Trade Resources Corp. and General Electric Company for Caledonia Power Project Located in Caledonia, Mississippi Gas Turbine Generator Package, undated (executed on October 13 and 14, 1998).
3.	Clean Air Engineering Proposal No. 30587R1 for Quarterly Linearity Checks/Cylinder Gas Audits and Yearly RATA prepared for Operational Energy Corporation for Brownsville Caledonia Power I, L.L.C. facility Facility dated July 14, 2000; Purchase Order No. _____________ dated _____________, 2000. [Ross Newlin to confirm.] R173-00-0074 dated February 9, 2000 (with a delivery date of December 31, 2000) and accompanying Change Orders.
4.	General Services and Maintenance Agreement between Operational Energy Corp. and Ecolochem Inc. dated May 19, 2000.
5.	Service Agreement between Aramark Uniform Services and Caledonia Power I, L.L.C. (c/o Operational Energy Corp.) dated July 20, 2000.  
6.	Sales and Software License Agreement between CK Systems, Inc. and Operational Energy Corp. (identified as __________________) dated __________, 2000.  [Ross Newlin to confirm To be confirmed.]
7.	Contract for Inlet Fogging System Work by and between Operational Energy Corporation 	Caldwell Energy & Environmental, Inc. dated January 28, 2000.
8.	Facilities Study Agreement between Southern Company and Enron North America Corp. dated _________________________.  [Chris Booth to confirm.]

Schedule 7.11
to
Purchase and Sale Agreement
CASUALTY LOSS AMOUNT
Caledonia Power I, L.L.C.
[To Come - to be provided by Enron after negotiation]

Schedule 7.12
to
Purchase and Sale Agreement
EXCLUDED ASSETS
Caledonia Power I, L.L.C.
1.	[Describe excluded software licenses 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, Caledonia 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 Caledonia Power I, L.L.C. on or before the Closing Date.]

Schedule 7.13
to
Purchase and Sale Agreement
GUARANTEES
Caledonia Power I, L.L.C.
1.	Enron Corp. Guaranty in favor of Tennessee Valley Authority for Interconnection Agreement with Caledonia dated March 15, 1999.
2.	Enron Corp. Guaranty dated effective as of June 1, 1999 in favor of Tennessee Gas Pipeline Company and/or Midwestern Gas Transmission Company and/or East Tennessee Natural Gas Company for a Blanket Authorization Agreement with Caledonia Power I, L.L.C. as amended by that certain letter agreement dated January 5, 2000.