SCHEDULE 3.3
EMPLOYEE BENEFIT PLANS

The Collective Bargaining Agreement entered by the Project Company with the Sindicato Nacional de Trabajadores de la Industra de la Construcción, Excavación, Edificación y Sistemas Automatizados, Similares y Conexos de la República Mexicana, effective as of November 13, 2000.

SCHEDULE 3.4
MATERIAL CONTRACTS

Existing Contracts:

1.	Amended and Restated Agreement for the Provision of Electrical Power Generation Capacity and Associated Electrical Energy by and among Enron Energía Industrial de México, S. de R.L. de C.V. (the "Project Company"), Vitro Corporativo, S.A. de C.V. and  Vidriera Monterrey, S.A. de C.V., Vidriera los Reyes, S.A. de C.V., Vidriera Guadalajara, S.A. de C.V., Vidriera Querétaro, S.A. de C.V., Vidriera México, S.A. de C.V., Vidriera Toluca, S.A. de C.V., Vitro Flex, S.A. de C.V., Auto Templex, S.A. de C.V., Vitro Flotado, S.A. de C.V., Cristales Inastillables de México, S.A. de C.V., Vidrio Plano de México, S.A. de C.V., Vitrocrisa, S. de R.L. de C.V., Industrias Acros Whirpool, S.A. de C.V., Industria del Alcali, S.A. de C.V., Envases Cuautitlán, S.A., Plásticos Bosco, S.A. de C.V. and Vitro Fibras, S.A. (together with Industria del Alcali, S.A. de C.V., the "Vitro Capacity Users") dated as of December 15, 1999 (as amended and supplemented by letter agreements dated June 27, 2000, September 19, 2000, October 31, 2000, November 8, 2000, December 15, 2000, January 5, 2001 and March 30, 2001).

2.	Parent Guaranty by Vitro, S.A. de C.V. dated as of December 15, 1999.

3.	Parent Guaranty by Libbey Glass Inc. dated as of October 26, 2000.

4.	Agreement for the Provision of Electrical Power Generation Capacity and Associated Electrical Energy by and among the Project Company, Corporativo Grupo IMSA, S.A. de C.V. ("IMSA") and APM, S.A. de C.V., Industrias Monterrey, S.A. de C.V., Enertec Mexico, S. de R.L. de C.V., Forjas Metálicas S.A. de C.V., Escaleras, S. de R.L. de C.V., Cuprum, S.A. de C.V., Imsa Signode, S.A. de C.V., Alcomex, S.A. de C.V., Imsa Monclova, S.A. de C.V. (together the "IMSA Capacity Users") dated as of April 5, 2000 (as amended and supplemented by letter agreements dated April 5, 2000, June 21, 2000, June 30, 2000, September 28, 2000, October 30, 2000, November 9, 2000, November 17, 2000, November 30, 2000, December 15, 2000, January 5, 2001, March 30, 2001, and those certain three letter agreements dated October 20, 2000).

5.	Parent Guaranty by Grupo IMSA, S.A. de C.V. dated as of April 5, 2000.

6.	Agreement for the Provision of Electrical Power Generation Capacity and Associated Electrical Energy by and between the Project Company and Cementos Apasco, S.A. de C.V. dated as of April 12, 2000 (as amended and supplemented by letter agreements dated May 15, 2000, June 9, 2000, June 15, 2000, October 31, 2000, December 15, 2000, December 22, 2000, January 5, 2001, by those certain two letter agreements dated September 25, 2000 and by those certain two letter agreements dated November 30, 2000).

7.	Parent Guaranty by Apasco, S.A. de C.V. dated as of April 12, 2000.

8.	Natural Gas Supply Agreement between the Project Company and Pemex Gas y Petroquímica Básica , S.A. de C.V. dated June 26, 2000 (as amended and supplemented by letter agreements dated July 31, 2000, September 22, 2000, October 19, 2000,  November 29, 2000, December 14, 2000 and January 15, 2001).

9.	Interconnection Agreement between the Project Company and Pemex Gas y Petroquímica Básica , S.A. de C.V. dated  July 14, 2000.

10.	Promise Agreement between the Project Company and Pemex Gas y Petroquímica Básica dated February 7, 2001.

11.	Steam Purchase Agreement between the Project Company and Industria de Alcali, S.A. de C.V. dated as of December 15, 1999 (as amended on January 5, 2001).

12.	Mortgage granted by the Project Company in favor of Bankers Trust Company pursuant to notarial instrument 59,037 dated January 23, 2001, as amended on September 5, 2001.

13.	Real Estate Purchase and Sale Agreement, formalized through public deed number 57,228,between the Project Company and Industria de Alcali, S.A. de C.V. dated June 14, 2000. 

14.	Note for Purchase of Site by the Project Company in favor of Industria de Alcali, S.A. de C.V. dated June 14, 2000.

15.	Easement Agreement among Vitro Flotado, S.A. de C.V., Industria de Alcali, S.A. de C.V., and the Project Company dated  July 26, 2000 and formalized through public deed number 57,595.

16.	Engineering, Procurement & Construction Contract between the Project Company and Constructora Cogeneración de Monterrey, S.A. de C.V. dated as of May 15, 2000 (as amended by First Amendment to Engineering, Procurement & Equipment Contract dated as of March 29, 2001).

17.	Agreement and Acknowledgment of NTP Effective Date between the Project Company and Constructora Cogeneración de Monterrey, S.A. de C.V. dated as of December 25, 2000.

18.	Guaranty by Mitsui & Co., Ltd. in favor of the Project Company dated as of April 2, 2001.

19.	Engineering, Procurement and Equipment Contract between the Project Company and Mitsui & Co. Ltd. dated as of May 15, 2000 (as amended by First Amendment to Engineering, Procurement and Equipment Contract dated as of March 29, 2001).

20.	Agreement and Acknowledgment of NTP Effective Date between the Project Company and Mitsui & Co. Ltd. dated as of December 25, 2000.

21.	Consolidation Agreement between the Project Company, Constructora Cogeneracion de Monterrey, S.A. de C.V. and Mitsui & Co. Ltd. dated as of May 15, 2000.

22.	Assignment and Assumption Agreement between the Project Company and Mitsui & Co., Ltd. dated as of March 29, 2001.

23.	Amended and Restated Onshore Agreement between the Project Company and General Electric International Operations Company Inc. dated as of June 22, 2000 (as amended by Change Order Number 1 effective as of September 30, 2000).

24.	Guarantee by General Electric Company in favor of the Project Company dated as of February 9, 2001 (delivered in connection with the Amended and Restated Onshore Agreement between the Project Company and General Electric International Operations Company Inc. dated as of June 22, 2000).

25.	Amended and Restated Offshore Agreement between the Project Company and GE Power Systems Inc. dated as of June 22 2000 (as amended by Change Order Number 1 effective as of September 30, 2001 and Change Order Number 2 effective as of January 5, 2001).

26.	Amended and Restated Consolidation Agreement between the Project Company, GE Power Systems Inc. and General Electric International Operations Company Inc. dated as of June 22, 2000.

27.	Amended and Restated Operation and Maintenance Agreement between OEC México, S. de R.L. de C.V. and the Project Company dated as of November 22, 2000 (as amended by Amendment One to the Amended and Restated Operation and Maintenance Agreement dated April 6, 2001) ("O&M Agreement").

28.	Guaranty by Enron Corp. in favor of the Project Company dated as of November 22, 2000 (delivered in connection with the O&M Agreement).

29.	Amended and Restated Technical Assistance Agreement between the Project Company and Operational Energy  Corp. dated as of November 22, 2000 (as amended by Amendment One to Amended and Restated Technical Assistance Agreement dated as of April 6, 2001) ("Technical Assistance Agreement").

30.	Guaranty by Enron Corp. dated as of November 22, 2000 (delivered in connection with the Technical Assistance Agreement).

31.	Umbrella Letter Agreement between the Project Company and Operational Energy Corp. dated March 15, 2000.

32.	Interconnection Agreement between the Project Company and Comisión Federal de Electricidad dated October 26, 2000.

33.	Facilities and Assignment Agreement between the Project Company and Comisión Federal de Electricidad dated October 26, 2000.

34.	Purchase/Sale of Excess Energy (Economic Energy) Agreement between the Project Company and Comisión Federal de Electricidad dated October 26, 2000.

35.	Backup Services for Maintenance Agreement between the Project Company and Comisión Federal de Electricidad dated October 26, 2000 .

36.	Backup Services for Forced Outage Agreement between the Project Company and Comisión Federal de Electricidad dated October 26, 2000.

37.	Transmission Service Agreement between the Project Company and Comisión Federal de Electricidad dated October 26, 2000.

38.	Collective Bargaining Agreement entered by the Project Company with the Sindicato Nacional de Trabajadores de la Industra de la Construcción, Excavación, Edificación y Sistemas Automatizados, Similares y Conexos de la República Mexicana, effective as of  November 8, 2000.

39.	Loan Agreement between Inter-American Development Bank and the Project Company dated as of December 29, 2000 (as amended by First Amendment to Loan dated as of May 8, 2001).

40.	Fee Letter between Inter-American Development Bank and the Project Company dated December 29, 2000.

41.	U.S.$45,500,000 Promissory Note from the Project Company to the order of the Inter-American Development Bank dated May 8, 2001.

42.	U.S.$91,000,000 Promissory Note from the Project Company to the order of the Inter-American Development Bank dated May 8, 2001.

43.	Master Agreement dated as of March 27, 2001, the Schedule to the Master Agreement dated as of March 27, 2001, and those certain two confirmation letter agreements dated as of March 30, 2001 related thereto, each between Societe Generale, New York Branch and the Project Company.

44.	Paying Agency Agreement between the Project Company, Inter-American Development Bank, and Bankers Trust Company dated as of December 28, 2000.

45.	Collateral Trust Agreement between the Project Company, Bankers Trust Company, and the Inter-American Development Bank dated as of February 5, 2001.

46.	Deed of Pledge of Registered Shares between Enron Energía Industrial de Mexico Holdings B.V., Bankers Trust Company, and Enron Energía Industrial de México, B.V. dated April 3, 2001.

47.	Deed of Pledge of Registered Shares between Enron Capital & Trade Resources Mexico Holdings B.V.,  Bankers Trust Company and Enron Energía Industrial de México Holdings B.V. dated April 3, 2001.

48.	Share Retention Agreement between Enron North America Corp. and Bankers Trust Company dated as of March 28, 2001.

49.	Turbine Security Agreement by the Project Company in favor of Bankers Trust Company dated as of December 29, 2000.

50.	Security Agreement between the Project Company and Bankers Trust Company dated as of February 5, 2001.

51.	Subordination/Standstill Agreement between Enron Capital & Trade Resources Mexico Holdings B.V., Enron Energía Industrial de México, B.V. and Bankers Trust Company dated as of March 28, 2001.

52.	EDF Standstill Agreement between Enron Capital & Trade Resources Mexico Holdings B.V., Enron Development Funding Ltd. and Bankers Trust Company dated as of March 28, 2001.

53.	Consents:

a.	Consent and Acknowledgement among Vitro Corporativo, S.A. de C.V., certain Capacity Users party thereto, Banco Nacional de Mexico S.A., Institucion de Banca Multiple, Grupo Financiero Banamex-Accival, Division Fiduciaria, as PSA Trustee, and Bankers Trust Company, not in its individual capacity but solely as Offshore Collateral Trustee, and acknowledged and agreed to by the Project Company, dated as of December 22, 2000.

b.	Guarantee Consent and Acknowledgement among Vitro, S.A. de C.V., as Guarantor, Banco Nacional de Mexico S.A., Institucion de Banca Multiple, Grupo Financiero Banamex-Accival, Division Fiduciaria, as PSA Trustee, and Bankers Trust Company, not in its individual capacity but solely as Offshore Collateral Trustee, and acknowledged and agreed to by the Project Company, dated as of December 22, 2000.

c.	Guarantee Consent and Acknowledgement among Libbey Glass Inc., as Guarantor, Banco Nacional de Mexico S.A., Institucion de Banca Multiple, Grupo Financiero Banamex-Accival, Division Fiduciaria, as PSA Trustee, and Bankers Trust Company, not in its individual capacity but solely as Offshore Collateral Trustee, and acknowledged and agreed to by the Project Company, dated as of December 28, 2000.

d.	Consent and Acknowledgement among Cementos Apasco, S.A. de C.V., Banco Nacional de Mexico S.A., Institucion de Banca Multiple, Grupo Financiero Banamex-Accival, Division Fiduciaria, as PSA Trustee, and Bankers Trust Company, not in its individual capacity but solely as Offshore Collateral Trustee, and acknowledged and agreed to by the Project Company, dated as of December 22, 2000.

e.	Guarantee Consent and Acknowledgement among Apasco, S.A. de C.V., as Guarantor, Banco Nacional de Mexico S.A., Institucion de Banca Multiple, Grupo Financiero Banamex-Accival, Division Fiduciaria, as PSA Trustee, and Bankers Trust Company, not in its individual capacity but solely as Offshore Collateral Trustee, and acknowledged and agreed to by the Project Company, dated as of December 22, 2000.

f.	Consent and Acknowledgement among Corporativo Grupo IMSA, S.A. de C.V. the Capacity Users party thereto, Banco Nacional de Mexico S.A., Institucion de Banca Multiple, Grupo Financiero Banamex-Accival, Division Fiduciaria, as PSA Trustee, and Bankers Trust Company, not in its individual capacity  but solely as Offshore Collateral Trustee, and acknowledged and agreed to by the Project Company, dated as of December 22, 2000.

g.	Guarantee Consent and Acknowledgement among Grupo Imsa, S.A. de C.V., as Guarantor, Banco Nacional de Mexico S.A., Institucion Banca Multiple, Grupo Financiero Banamex-Accival, Division Fiduciaria, as PSA Trustee, and Bankers Trust Company, not in its individual capacity but solely as Offshore Collateral Trustee, and acknowledged and agreed to by the Project Company, dated as of December 22, 2000.

h.	Consent and Acknowledgement Industria de Alcali, S.A. de C.V., Banco Nacional de Mexico S.A., Institucion de Banca Multiple, Grupo Financiero Banamex-Accival, Division Fiduciaria, as PSA Trustee, and Bankers Trust Company, not in its individual capacity but solely as Offshore Collateral Trustee, and acknowledged and agreed to by the Project Company, dated as of December 22, 2000.

i.	Consent and Acknowledgement among Comisión Federal de Electricidad, Banco Nacional de Mexico S.A., Institucion de Banca Multiple, Grupo Financiero Banamex-Accival, Division Fiduciaria, as PSA Trustee, and Bankers Trust Company, not in its individual capacity  but solely as Offshore Collateral Trustee, and acknowledged and agreed to by the Project Company, dated as of April 30, 2001.

j.	Consent and Acknowledgement among Pemex-Gas y Petroquímica Básica, Banco Nacional de Mexico S.A., Institucion de Banca Multiple, Grupo Financiero Banamex-Accival, Division Fiduciaria, as PSA Trustee, and Bankers Trust Company, not in its individual capacity  but solely as Offshore Collateral Trustee, and acknowledged and agreed to by the Project Company, dated as of April 30, 2001.

k.	Consent and Acknowledgement among General Electric International Operations Company Inc., GE Power Systems Inc. and Bankers Trust Company, not in its individual capacity by solely as Offshore Collateral Trustee, and acknowledged and agreed to by the Project Company, dated as of March 8, 2001.

l.	Guarantee Consent and Acknowledgement between General Electric Company and Bankers Trust Company, not in its individual capacity but solely as Offshore Collateral Trustee, and acknowledged and agreed to by the Project Company, dated as of March 8, 2001.

m.	Consent and Acknowledgement among Constructora Cogeneracion de Monterrey, S.A. de C.V., Mitsui & Co., Ltd., Banco Nacional de Mexico, S.A., Institucion de Banca Multiple, Grupo Financiero Banamex-Accival, Division Fiduciaria, as PSA Trustee, and Bankers Trust Company, not in its individual capacity but solely as Offshore Collateral Trustee, and acknowledged and agreed to by the Project Company, dated as of May 8, 2001.

n.	Consent and Acknowledgement among Operational Energy Corp., OEC México, S.A. de C.V., Banco Nacional de Mexico, S.A., Institucion de Banca Multiple, Grupo Financiero Banamex-Accival, Division Fiduciaria, as PSA Trustee, and Bankers Trust Company, not in its individual capacity but solely as Offshore Collateral Trustee, and acknowledged and agreed to by the Project Company, dated as of May 8, 2001.

o.	Guarantee Consent and Acknowledgement among Enron Corp., Banco Nacional de Mexico, S.A., Institucion de Banca Multiple, Grupo Financiero Banamex-Accival, Division Fiduciaria, as PSA Trustee, and Bankers Trust Company, not in its individual capacity but solely as Offshore Collateral Trustee, and acknowledged and agreed to by the Project Company, dated as of May 8, 2001.

54.	Irrevocable Payment Source and Administration Trust Agreement between the Project Company, Banco Nacional de Mexico, S.A., Institución de Banca Multiple, Grupo Financiero Banamex-Accival, Division Fiduciaria, and Bankers Trust Company dated February 7, 2001 (as amended by the First Amendment Agreement to Irrevocable Payment Source and Administration Trust Agreement dated as of August 6, 2001).

55.	Machinery, Equipment and Other Tangible Movables Pledge Agreement between the Project Company, Bankers Trust Company, and OEC México, S. de R.L. de C.V dated February 15, 2001 (as amended by the First Amendment Agreement to Machinery, Equipment and Other Tangible Movables Pledge Agreement dated as of August 6, 2001).

56.	Membership Interests Pledge Agreement between Enron Energía Industrial de México, B.V., Enron Industrial Energy of Mexico Holdings II, L.L.C. and Bankers Trust Company dated February 15, 2001 (as amended by the First Amendment Agreement to Membership Interests Pledge Agreement dated as of August 6, 2001). 

57.	Equity Contribution Agreement between the Project Company, Enron Energía Industrial de México B.V., Enron Industrial Energy of Mexico Holdings II, L.L.C., and Bankers Trust Company dated as of December 29, 2000.

58.	Equity Guarantee by Enron Corp. in favor of Bankers Trust Company dated as of  December 29, 2000.

59.	Standby Equity Contribution Agreement between the Project Company, Enron Energía Industrial de México, B.V.,  Enron Industrial Energy of Mexico Holding II, L.L.C., and Bankers Trust Company dated as of December 29, 2000.

60.	Standby Equity Guarantee by Enron Corp. in favor of Bankers Trust Company dated as of December 29, 2000.

61.	Agreement between Enron North America Corp. and Bankers Trust Company dated as of March 28, 2001 regarding the provision of certain O&M Spares (as defined therein) by Enron North America Corp.

62.	FSA Credit Support Agreement between Enron Corp., the Project Company, and Bankers Trust Company dated as of February 5, 2001.

63.	Subscription Agreement between the Project Company, Enron Energía Industrial de México B.V. and the Vitro Capacity Users, dated as of October 5, 2000.

64.	Subscription Agreement between the Project Company, Enron Energía Industrial de México B.V. and the Imsa Capacity Users, Imsa Varco Pruden, S.A. de C.V., Stahl, S.A. de C.V., Imsa Paslode, S.A. de C.V., Multypanel, S.A. de C.V., Stabilit, S.A. de C.V. and Valmont Formet, S. de R.L. de C.V., dated as of October 26, 2000.

65.	Subscription Agreement between the Project Company, Enron Energía Industrial de México B.V., and Cementos Apasco, S.A. de C.V., dated as of October 4, 2000.

66.	Subscription Agreement dated as of October 4, 2000, among the Project Company, Enron Energía Industrial de México B.V. and Industria del Alcali, S.A. de C.V.

67.	Promissory Note dated June 19, 2000 by Enron Energia Industrial de Mexico B.V., as maker, and Enron Capital & Trade Resources Mexico Holdings B.V., as holder, in the stated principal amount of $65,000,000.

68.	Lease Agreement between Planeación y Proyectos de Energía, S.A. de C.V. and Enron Energía Industrial de Mexico, S. de R.L. de C.V., dated as of October 10, 2000.

69.	Policy No. 661816 issued by Grupo Nacional Provincial S.A. to Enron Energía Industrial de Mexico, S. de R.L. de C.V. in effect from October 11, 2000 until October 11, 2001. 

70.	Long Term Service Agreement among the Project Company, General Electric International Operations Company, Inc. and GE Energy Parts, Inc., dated as of June 27, 2001. 

71.	Lease Agreement dated as of June 25, 2001 entered into by and between EEIM and Industria del Alcali, S.A. de C.V. 

72.	Customs Brokering Services Agreement dated August 1, 2001 entered into by and between ICI Proyectos, S.C. and EEIM.

73.	Professional Services Agreement dated as of March 30, 2001 and amended on September 20, 2001 entered into by and between EEIM and Desarrollo, Tecnologia y Planeacion, S.A. de C.V.

Additional Contracts:

1. Long Term Service Agreement among the Project Company, General Electric International Operations Company, Inc. and GE Energy Parts, Inc.

2. Leasing agreement with Alcali of two small real sites (8'x10') to install the Environmental Monitors required by the IDB.

3.	Enron North America Corp. will provide construction management services through the Closing Date to the Project Company for payment as reflected in the Budget.

SCHEDULE 3.5
HOLDERS OF THE PROJECT COMPANY CAPITAL

1. Capitalization of Project Company

	a.	BV2 has a quota valued at $2,999 Pesos. Series “A” quota valued at $198,809,177 Pesos, of which, $2,999 Pesos correspond to the minimum fixed capital of the Project Company, and 198,806,178.00 Pesos correspond to the variable capital of the Project Company.

b. 
b.	BV2 has a Series “N” quota valued at $14.00 Pesos, corresponding to the variable capital of the Project Company.

c.	EILLC has a quota valued at $1.00 Peso.$59,660.00 Pesos, of which, $1.00 Peso corresponds to the minimum fixed capital of the Project Company, and $59,659.00 Pesos correspond to the variable capital of the Project Company.

d.	Each off-taker (32 in all) has a Series “N” quota (Series N quota) valued at $1.00 Peso; except for Cuprum, S.A. de C.V., whose Series N“N” quota is valued at $2.00 Pesos.

2.	The Project Company may issue additional Series N Series “N” quotas to new off-takers if it remarkets any capacity, but Series “N” shall not represent more then 5% of the total capital of Project Company.

3.	Additional quotas may be issued by the Project Company and/or the value of the quotas held by BV2 and EILLC may be increased, in connection with the equity contributions made by BV2 and EILLC pursuant to the Equity Contribution Agreement between EILLC, the Project Company, and Bankers Trust Company executed December 29, 2000, the Standby Equity Contribution Agreement between the Project Company, BV2, EILLC and Bankers Trust Company executed December 29, 2000. 

4.	The representations and warranties made in Section 3.5 of the Agreement are hereby amended and supplemented by the following:

As of the date hereof, the authorized capital stock of the Project Company consists of 33 Series N quotas of which 32 Series N quotas, with a total value of $33.00 Pesos and 1 Series N quota with a total value of $14.00 Pesos, are issued, outstanding, fully paid and nonassessable and 2 Series A ordinary voting quotas, with a total value of $198,868,837 Pesos, of which 2 are issued, outstanding fully paid and nonassessable.

SCHEDULE 3.8
ACTIONS

None

SCHEDULE 3.9
CONSENTS

1.	Consent of Inter-American Development Bank under the Financing Documents.

2.	Consent of the Collateral Trustees under the Financing Documents.

3.	Notification to, and approval by, the Mexican Federal Competition Commission (Comisión Federal de Competencia Económica), as may required by the Mexican Federal Law of Economic Competition (Ley Federal de Competencia Económica) and its Regulations.

4.	Approval of the Dutch Ministry of Justice regarding the General Meeting of the Shareholders of BV1.5 approving the recapitalization of BV1.5.

SCHEDULE 3.11
BALANCE SHEET

[see attached]

SCHEDULE 3.14

FIRST DISBURSEMENT DOCUMENTATION

Material Contracts listed on Schedule 3.1.

Other Documentation:

The following documents attached as Schedule 3.1(g) to the First Amendment to Loan Agreement, dated May 8, 2001, between the Project Company and the Inter-American Development Bank (“IDB”):

a.	Base Case Projections
b.	Annual Operating Budget
c.	Drawdown Schedule

The following participation agreements:

a.	Participation Agreement dated as of December 29, 2000 between Société Générale and IDB;
b.	Participation Agreement dated as of December 29, 2000 between Australia and New Zealand Banking Group Limited and IDB;
c.	Participation Agreement dated as of December 29, 2000 between Banco Espanol de Credito, S.A. and IDB;
d.	Participation Agreement dated as of December 29, 2000 between Bank Brussels Lambert and IDB;
e.	Participation Agreement dated as of December 29, 2000 between Banco Bilbao Vizcaya Argentaria, S.A. and IDB;
f.	Participation Agreement dated as of December 29, 2000 between Santander Investment Bank Limited and IDB; and
g.	Participation Agreement dated as of December 29, 2000 between Landesbank Schleswig-Holstein Girozentrale and IDB.

Accession Agreement, dated as of March 27, 2001, between Societe Generale and Bankers Trust Company, as Offshore Collateral Trustee and Onshore Collateral Trustee.

Letter Agreement regarding Land Option Agreement dated as of December 15, 1999, between the Project Company and Industria del Alcali, S.A. de C.V.

Secretary’s Certificates, each dated May 8, 2001, from each of the following entities:

a.	the Project Company
b.	Enron Corp.
c.	Constructora Cogeneración de Mexico, S.A. de C.V.
d.	OEC Mexico, S. de R.L. de C.V.
e.	Operational Energy Corp.
f.	Enron North America Corp.
g.	Enron Development Funding, Ltd.

Secretary’s Certificates, each dated April 30, 2001, from each of the following entities:

a.	GE Power Systems Inc.
b.	General Electric International Operations Company
c.	General Electric Company

Certificates, each dated May 8, 2001, from each of the following entities:

a.	Mitsui & Co., Ltd.
b.	Enron Capital & Trade Resources Mexico Holdings B.V.
c.	Enron Energia Industrial de Mexico Holdings B.V.
d.	Enron Energia Industrial de Mexico B.V.
e.	Enron Industrial Energy of Mexico Holdings II, L.L.C.

Secretary’s Certificate of Grupo Imsa, dated April 17, 2001.

Secretary’s Certificate of Industria del Alcali, S.A. de C.V., dated May 8, 2001.

Secretary’s Certificate of  Apasco, dated May 8, 2001.

Secretary’s Certificate of Vitro, dated May 8, 2001.

Secretary’s Certificate of Libbey Glass Inc., dated April 30, 2001.

Certificate of Incumbency of Comision de Federal Electricidad, dated May 8, 2001.

Certificate of Incumbency of Pemex-Gas y Petroquimica Basica, dated April 30, 2001.

Secretary’s Certificate of Corporativo Grupo IMSA, S.A. de C.V., dated April 17, 2001.

Secretary’s Certificate of Vitro Corporativo, S.A. de C.V., dated April 30, 2001.

Powers of Attorney for Apasco, pursuant to:

1)		public deed no. 51,191
2)	public deed no. 63,019, vol. 1369, page 144
3)		public deed no. 68,758, vol. 1468, pages 7595-7596
4)		public deed no. 11,447, vol. 301, page 1,996

Powers of Attorney for IMSA, pursuant to:

1)	public deed no. 112, vol. VII
2)		public deed no. 40,827
3)	public deed no. 64,490
4)	public deed no. 29,826
5)	public deed no. 53,232
6)	public deed no. 51,450
7)	public deed no. 11,171
8)	public deed no. 34,995
9)	public deed no. 7,729
10)	public deed no. 52,081
11)	public deed no. 38,190
12)	public deed no. 18,843
13)	public deed no. 13,051
14)	public deed no. 47,867
15)	public deed no. 5,706
16)	public deed no. 94,672
17)	public deed no. 12,434
18)	public deed no. 883
19)	public deed no. 12,282
20)	public deed no. 8,011
21)	public deed no. 51,620
22)	public deed no. 52,465
23)	public deed no. 35,753
24)	public deed no. 12,491
25)	public deed no. 53,302
26)	public deed dated March 2, 1936
27)	public deed no. 57,854
28)	public deed no. 37, vol. XVII
29)	public deed no. 18,451
30)	public deed no. 56,951
31)	public deed no. 53,010
32)	public deed no. 52,021
33)	public deed no. 10,967
34)	public deed no. 24,607
35)	public deed no. 47,780
36)	public deed no. 53,567
37)	public deed no. 5,253

Powers of Attorney for Vitro, pursuant to:

1) 	public deed no. 11,255
2)	public deed no. 11,261
3) 	public deed no. 11,218
3)	public deed no. 11,215
4)	public deed no. 11,235
5)	public deed no. 11,209
6)	public deed no. 11,233
7)	public deed no. 11,224
8)	public deed no. 11,236
9)	public deed no. 11,225
10)	public deed no. 11,237
11)	public deed no. 11,199
12)	public deed no. 11,232
13)	public deed no. 9,186
14)	public deed no. 11,375
15)	public deed no. 11,355

Certificate of Cuprum, S.A. de C.V. dated as of April 30, 2000.

Purchase and Sale Agreement dated as of June 14, 2000, between Industrial del Alcali, S.A. de C.V. and the Project Company.

Row and Crossing Authorization granted by Secretaria de Comunicaciones y Transportes.

Row and Crossing Authorization granted by SISTECAM

Row and Crossing Authorization granted by Autopistas NL

Row and Crossing Authorization granted by TFN/Alcali

Environmental Impact & Risk Authorization dated as of May 1, 2000, issued by Instituto Nacional Ecologia – Secretario de Medio Ambiente Recursos Naturales y Pesca.

Archaelogy Authorization dated May 19, 2000, issued by Instituto Nacional de Antropolgia e Historia.

Self Use Natural Gas Transportation Permit No. G/088/TUP/2000, dated June 14, 2000, granted by the Comisión Reguladora de Energia (the “CRE”).

Cogeneration Permit No. E/167/COG/2000 granted in favor of the Project Company on June 2, 2000 by the CRE, as amended by resolution of the CRE dated September 27, 2000 and by resolution of the CRE dated April 20, 2001.

License for the Use of Land, No. 567/2000, dated July 27, 2000, issued by the Secretaria de Desarrollo Urbano y Obras Publicas Administration Municipal de Garcia, N.L. authorizing the construction of the plant.

Importer’s Registry Notification dated July 25, 2000, issued by the SAT.

Water Concession No. 2NVL100748/24FMGR94 by the Public Registry of Water Rights in favor of Industria del Alcali, S.A. de C.V., dated June 6, 1994.

Collective Bargaining Agreement for Construction of Facilities, dated November 8, 2000, between the Project Company and the Sindicato Nacional de Trabajadores de la Industria de la Construcción, Excavación, Edificación y Sistemas Automatizados, Similares y Conexos, de law República Mexicana.

License No. 567/2000, dated July 27, 2000, issued by the Secretaria de Desarrollo Urbano y Obras Publicas Administration Municipal de Garcia, N.L. authorizing the construction of the plant.

Petition of the Project Company filed with the General Bureau of Foreign Investments of the Ministry of Commerce and Industrial Development, dated September 11, 2000, and Authorization of Petition by the General Bureau of Foreign Investments of the Ministry of Commerce and Industrial Development, dated September 13, 2000.

Certificate of Registration of the Project Company with the Federal Tax Payers Registry, dated October 4, 1999.

Registration for Generation of Hazardous Waste dated June 20, 2000 and filed by the Project Company with the Comision Nacional de Agua on June 29, 2000.

Certificate of No Liens No. 16,095, dated September 13, 2000, provided by Public Registry of the Property of Monterrey.

Letter dated November 8, 2000 by the Project Company to IDB (regarding the Project Company’s commitment cause Constructora Cogeneracion de Monterrey, S.A. de C.V. to obtain the registration for generation of hazardous waste).

Non-Hazardous Waste Registration and Final Disposal Authorization dated March 13, 2001 for Constructora Kepler S.A. de C.V. 

Sole Environmental License issued January 16, 2001.

The following UCC Filings pursuant to the Turbine Security Agreement as defined therein:

a.	District of Columbia:  Recorder of Deeds
b.	New Jersey:  Department of Revenue
c.	New York:  Department of State
d.	Oklahoma:  County Clerk of Oklahoma County
e.	Texas:  Secretary of State
f.	Texas:  Harris County
g.	Virginia:  State Corporation Commission

The following UCC filings pursuant to the Security Agreement and the Collateral Trust Agreement, each as defined therein:

a.	New York:  Department of State
b.	New York:  New York County
c.	Texas:  Secretary of State
d.	Texas:  Harris County
e.	District of Columbia:  Recorder of Deeds

Search Reports for UCC filings pursuant to the Turbine Security Agreement, the Security Agreement, and the Collateral Trust Agreement.

Application of the Project Company for Determination of Exempt Wholesale Generator Status pursuant to Section 32(b) of the Public Utility Holding Company Act of 1935, as amended, filed November 6, 2000.

The following legal opinions:

a.	Opinion of Bracewell & Patterson, dated May 8, 2001 (special New York and Texas counsel to the Project Company and the Sponsor parties).
b.	Opinion of Lopez Velarde Heftye Abogados, dated May 8, 2001 (Mexican counsel to the Project Company).
c.	Opinion of Chevez, Ruiz, Zamarripa y Cia S.C. (special tax counsel to the Project Company).
d.	Opinion of Freshfields Bruckhaus Deringer, dated May 8, 2001 (Dutch counsel to certain Sponsor Parties)
e.	Opinion of Hunter & Hunter, dated May 8, 2001 (special Cayman Islands counsel to Enron Development Funding Ltd.)
f.	Opinion of Counsel to Enron Corp., dated May 8, 2001.
g.	Opinion of Mr. Tomás Cantú González, dated May 8, 2001 (general Mexican counsel to Vitro Corporative and the Vitro Capacity Users)
h.	Opinion of Mr. Tomás Cantú González, dated May 8, 2001 (general Mexican counsel to Vitro, S.A. de C.V.)
i.	Opinion of Santemaria y Steta, dated April 30, 2001 (special Mexican counsel to Cementos Apasco, S.A. de C.V.)
j.	Opinion of Mr. Guillermo García Manrique, dated May 8, 2001 (general Mexican counsel to Cementos Apasco, S.A. de C.V.).
k.	Opinion of Santemaria y Steta dated April 30, 2001 (special Mexican counsel to Apasco, S.A. de C.V.)
l.	Opinion of Mr. Guillermo García Manrique, dated April 30, 2001 (general counsel to Apasco, S.A. de C.V.)
m.	Opinion of Mr. Enrique González González, dated April 30, 2001 (general counsel to IMSA Capacity Users)
n.	Opinion of Mr. José Enrique González González, dated April 30, 2001 (general counsel to Cuprum, S.A. and Alcomex)
o.	Opinion of Mr. Enrique González González, dated April 30, 2001 (general Mexican counsel to Grupo IMSA, S.A. de C.V.)
p.	Opinion of Mr. Tomás Cantú González, dated May 8, 2001 (general Mexican counsel to Industria del Alcali, S.A. de C.V.).
q.	Opinion of Mr. Arthur H. Smith, dated April 30, 2001 (general counsel of Libbey Glass, Inc.)
r.	Opinion of the Manager of Legal Affairs of the Comision Federal de Electricidad, dated May 8, 2001.
s.	Opinion of Noda Law Office, dated April 30, 2001 (special Japanese counsel to Mitsui & Co., Ltd.)
t.	Opinion of Lopez Velarde Heftye Abogados, dated May 8, 2001 (special Mexican counsel to Constructora Cogeneracion de Monterrey, S.A. de C.V.
u.	Opinion of Mr. Michael Barnas, dated April 30, 2001 (general New York counsel to GE Power Systems Inc.)
v.	Opinion of Mr. Michael Barnas, dated April 30, 2001 (general New York counsel to General Electric International Operations Company)
w.	Opinion of Mr. Michael Barnas, dated April 30, 2001 (general New York counsel to General Electric Company)
x.	Opinion of Mr. Juan Rogelio Loredo Mendoza, dated April 30, 2001 (Legal Counsel for Regulation and Desincorporation Affairs of Pemex-Gas y Petroquimica Basica.
y.	Opinion of special California Counsel to Operational Energy Corp., dated May 8, 2001.

Disbursement Request #1, dated March 26, 2001, by the Project Company.

Authorized Representatives’ Certificates, each dated April 30, 2001 and signed by an Authorized Representative of the Project Company, certifying the accuracy of English translations of the following documents:

a.	Subscription Agreement between the Project Company, Enron Energía Industrial de México B.V. and the Vitro Capacity Users, dated as of October 5, 2000.
b.	Subscription Agreement between the Project Company, Enron Energía Industrial de México B.V. and the Imsa Capacity Users, Imsa Varco Pruden, S.A. de C.V., Stahl, S.A. de C.V., Imsa Paslode, S.A. de C.V., Multypanel, S.A. de C.V., Stabilit, S.A. de C.V. and Valmont Formet, S. de R.L. de C.V., dated as of October 26, 2000.
c.	Subscription Agreement between the Project Company, Enron Energia Industrial de Mexico B.V., and Cementos Apasco, S.A. de C.V., dated as of October 4, 2000.
d.	Subscription Agreement dated as of October 4, 2000, among the Project Company, Enron Energía Industrial de México B.V. and Industria del Alcali, S.A. de C.V.
e.	Mortgage granted by the Project Company in favor of Bankers Trust Company pursuant to notarial instrument 59,037 dated January 23, 2001.
f.	Natural Gas Supply Agreement between the Project Company and Pemex Gas y Petroquímica Básica , S.A. de C.V. dated June 26, 2000 (as amended and supplemented by letter agreements dated July 31, 2000, September 22, 2000, October 19, 2000,  November 29, 2000, December 14, 2000 and January 15, 2001).
g.	Interconnection Agreement (and Annexes) between the Project Company and Comisión Federal de Electricidad dated October 26, 2000.
h.	Purchase/Sale of Excess Energy (Economic Energy) Agreement between the Project Company and Comisión Federal de Electricidad dated October 26, 2000.
i.	Backup Services for Maintenance Agreement between the Project Company and Comisión Federal de Electricidad dated October 26, 2000.
j.	Backup Services for Forced Outage Agreement between the Project Company and Comisión Federal de Electricidad dated October 26, 2000.
k.	Transmission Service Agreement between the Project Company and Comisión Federal de Electricidad dated October 26, 2000.
l.	Gas Interconnection Agreement between the Project Company and Pemex Gas y Petroquímica Básica , S.A. de C.V. dated  July 14, 2000.
m.	Real Estate Purchase and Sale Agreement, formalized through public deed number 57,228, between the Project Company and Industria de Alcali, S.A. de C.V. dated June 14, 2000.
n.	Note for Purchase of Site by the Project Company in favor of Industria de Alcali, S.A. de C.V. dated June 14, 2000.
o.	Easement Agreement among Vitro Flotado, S.A. de C.V., Industria de Alcali, S.A. de C.V., and the Project Company dated  July 26, 2000.
p.	PGPB Promise Agreement, between the Project Company and Pemex Gax y Petroquimica Basica, S.A. de C.V., dated February 7, 2001.

Authorized Representative’s Certificates, each dated May 8, 2001, from each of the following entities:

a.	the Project Company
b.	Enron Corp.
c.	Mitsui & Co., Ltd.
d.	Constructora Cogeneración de Mexico, S.A. de C.V.
e.	OEC Mexico, S. de R.L. de C.V.
f.	Operational Energy Corp.
g.	Enron North America Corp.

Authorized Representative’s Certificate of GE Power Systems Inc., dated April 4, 2001.

Authorized Representative’s Certificate of General Electric International Operations Company, dated April 5, 2001.

Authorized Representative’s Certificate of General Electric Company, dated April 4, 2001.

Authorized Representative’s Certificate of Vitro Corporativo, S.A. de C.V., dated May 8, 2001.

Certificate of Libbey Inc., dated April 30, 2001.

Authorized Representative’s Certificate of Grupo Imsa. S.A. de C.V., dated April 17, 2001.

The following letter agreements each dated as of March 26, 2001:

Letter Agreement by and between Enron Energía Industrial de México, S. de R.L. de C.V. and CT Corporation System.

Letter Agreement by and between Enron Corp. and CT Corporation System.

Letter Agreement by and between Enron North America Corp. and CT Corporation System.

Letter Agreement by and between Enron Development Funding Ltd. and CT Corporation System.

The following letter agreements each dated as of March 28, 2001:

Letter Agreement by and between Enron Industrial Energy of Mexico Holdings II, L.L.C. and CT Corporation System.

Letter Agreement by and between Enron Capital & Trade Resources Holdings B.V. and CT Corporation System.

Letter Agreement by and between Enron Energia Industrial de Mexico B.V. and CT Corporation System.

The following letter agreements each dated as of April 4, 2001:

Letter Agreement by and between Operational Energy Corp. and CT Corporation System.

Letter Agreement by and between OEC Mexico, S. de R.L. de C.V. and CT Corporation System.

Letter Agreement dated April 6, 2001 by and between Mitsui & Co., Ltd. and CT Corporation System.

Letter Agreement dated April 6, 2001 by and between Constructora Cogeneracion de Monterrey, S.A. de C.V. and CT Corporation System.

Acknowledgement Letter dated April 6, 2001 by James Devine, acknowledging his acceptance of appointment as agent for services of process for General Electric Company, General Electric International Operations Company and GE Power Systems Inc.

Mexican Power of Attorney, dated ______, 2001 November 17, 2000, in favor of CT Corporation System by the Project Company, and extended from 14 years to 17 years on March 12, 2001.

Mexican Power of Attorney, dated April 6, 2001, in favor of CT Corporation System by Constructora Cogeneracion de Monterrey, S.A. de C.V.

Mexican Power of Attorney, dated ________April 3, 2001, in favor of CT Corporation System by OEC Mexico, S. de R.L. de C.V.

Register of Shareholders of Enron Energia Industrial de Mexico Holdings B.V., evidencing registration on April 5, 2001 of Deed of Pledge of Registered Shares, dated as of April 3, 2001, among Enron Capital and Trade Resources Mexico Holdings B.V., Bankers Trust Company and Enron Energia Industrial de Mexico Holdings B.V.

Register of Shareholders of Enron Energia Industrial de Mexico B.V., evidencing registration on  April 5, 2001 of Deed of Pledge of Registered Shares, dated as of April 3, 2001, among Enron Energia Industrial de Mexico Holdings B.V., Bankers Trust Company and Enron Energía Industrial de México B.V.

Membership Interests Pledge Agreement dated February 15, 2001, among Enron Energía Industrial de México B.V., Enron Industrial Energy of Mexico Holdings II, L.L.C., and Bankers Trust Company.

Mortgage Instrument dated January 23, 2001, made by the Project Company in favor of Onshore Collateral Trustee, registered in Public Registry of Monterrey (January 23, 2001) at 103,967 and in Commerce Section of Registry (January 30, 2001) at no.107, vol.2.

Officer’s Certificate, dated May 8, 2001, by Vitro Corporativo, S.A. de C.V., as Agent, and the Vitro Capacity Users (provided in connection with the Vitro Consent).

Officer’s Certificate, dated May 8, 2001, by Vitro Corporativo, S.A. de C.V., as Guarantor (provided in connection with the Vitro Guarantor Consent).

Officer’s Certificate, dated April 30, 2001, by Libbey Glass Inc., as Guarantor (provided in connection with the Libbey Guarantor Consent).

Officer’s Certificate, dated May 8, 2001, by Industria del Alcali, S.A. de C.V. (provided in connection with the Alcali Consent).

Officer’s Certificate, dated April 30, 2001, by Cementos Apasco, S.A. de C.V. (provided in connection with the Apasco Consent).

Officer’s Certificate, dated April 30, 2001, by Apasco, S.A. de C.V. (provided in connection with the Apasco Guarantor Consent).

Officer’s Certificate, dated April 17, 2001, by Corporativo Grupo IMSA, S.A. de C.V., as Agent, and the IMSA Capacity Users (provided in connection with the IMSA Consent).

Officer’s Certificate, dated April 17, 2001, by Grupo IMSA, S.A. de C.V. (provided in connection with the IMSA Guarantor Consent).

Insurance Report, dated September 29, 2000, prepared by March USA Inc. 

Insurance Consultant’s Certificate, dated May 8, 2001, by Marsh USA Inc. (certifying compliance by the Project Company with Required Insurance).

Environmental Consultant’s Report

Environmental Consultant’s Certificate of Compliance

Consultant Services Agreement, dated March 5, 2001, among IDB, the Project Company and E2 Environmental Alliance Inc. (relating to environmental monitoring)

Independent Engineer’s Report 

Evidence of Establishment of Accounts

Notice to Proceed, dated December 25, 2000, by the Project Company to Mitsui & Co., Ltd. (issued pursuant to the Offshore EPC Contract).

Notice to Proceed, dated December 25, 2000, by the Project Company to Constructora Cogeneracion de Monterrey, S.A. de C.V. (issued pursuant to the Onshore EPC Contract).

Letter Agreement dated March 23, 2001, between the Project Company and Arthur Andersen. 

Economic Consultant’s Report

Lease for storage of equipment, dated October 10, 2000, between Planeacion y Proyectos de Energia, S.A. de C.V., and the Project Company, and Insurance Policy No. 0661816, dated November 30, 2000, by Grupo Nacional Provincial, S.A. (evidencing arrangements for off-site storage of certain parts and equipment).

Payment of Site Purchase Note (Written confirmation received from Alcali acknowledging receipt of payment of 4/13/01 for principal and interest accrued from Dec. 15, 2000 to March 31, 2001).

Final Resolution of the First Circuit Court of Appeals, dated February 9, 2001, dismissing the Amparo complaint filed in connection with Consorcio Desarrollo Económico Mexicano, S.A. de C.V. v. The President of the United Mexican States, et al. (and English translation thereof).

Cost Certificate No. 1, dated March 26, 2001, by the Project Company.

Independent Engineer’s Certificate provided by R.W. Beck.

The following lien waivers:

a.	Waiver of Liens and Claims, dated April 9, 2001, issued by Constructora Cogeneracion de Monterrey, S.A. de C.V. 
b.	Waiver of Liens and Claims, dated April 16, 2001, issued by Constructora Cogeneracion de Monterrey, S.A. de C.V.
c.	Waiver of Liens and Claims, dated April 9, 2001, issued by Mitsui & Co., Ltd.
d.	Waiver of Liens and Claims, dated April 16, 2001, issued by Mitsui & Co., Ltd.

Mexican Powers of Attorney for Security Documents

Acknowledgement of Indebtedness of the Project Company, dated May 8, 2001, pursuant to notarial instrument 11,924, granted before Mr. Hector Manuel Cardenas Villarreal, Notary Public 201 of the Federal District of Mexico.

Letter dated March 20, 2001 from the Project Company to IDB (describing the implementation of accounting, cost control and management information systems.

Evidence of filing of Fuel Supply Agreement with the CRE.

Payment Instruction Letters.

First Disbursement Downdate Certificate, dated April 30, 2001, by Grupo IMSA, S.A. de C.V., Corporativo Grupo IMSA, S.A. de C.V., and the IMSA Capacity Users.

First Disbursement Downdate Certificate, dated April 30, 2001, by General Electric International Operations Company.

First Disbursement Downdate Certificate, dated April 30, 2001, by GE Power Systems Inc.

First Disbursement Downdate Certificate, dated April 30, 2001, by General Electric Company.

Disbursement Receipt, dated May 8, 2001, by the Project Company.

Insurance Consultant’s Contract between Marsh USA Inc. and IDB

Independent Engineer’s Contract between R.W. Beck and IDB.

DOCUMENTS SUBJECT TO WAIVER

	The following documents were not required as of the date of First Disbursement pursuant to the Waiver Letter, dated May 2, 2001, issued by IDB:

a.	Environmental and Social Management Plan 

b.	Health and Safety Plan 

c.	Contingency Plan and Spill Prevention and Counter Control Plan 

SCHEDULE 6.3
BUDGET

[see attached]

---------------------- REVISION LIST ----------------------

The bracketed numbers refer to the Page and Paragraph for the start of the paragraph in both the old and the new documents.

[2:15 3:6] Changed	"23, 2001." to "23, 2001,  ...  September 5, 2001."
[2:72 8:7] Changed	"2001." to "2001 (as amended  ...  6, 2001)."
[2:73 8:8] Changed	"2001." to "2001 (as amended  ...  6, 2001)."
[2:74 9:1] Changed	"2001." to "2001 (as amended  ...  6, 2001)."
[2:88 10:3] Add Paras	"Long Term Service  ...  Planeacion, S.A. de C.V."
[2:89 10:7] Changed	"1. Long Term  ...  Parts, Inc." to "1"
[2:90 10:8] Del Para	"2. Leasing agreement  ...  required by the IDB."
[2:91 10:8] Changed	"3." to "."
[2:95 11:4] Changed	"quota valued at $2,999 Pesos." to "Series “A”  ...  Project Company."
[2:96 11:5] Add Para	"b. BV2 has a Series  ...  Project Company."
[2:96 11:6] Changed	"b. " to "c. "
[2:96 11:6] Changed	"at $1.00" to "at $59,660.00  ...  Project Company."
[2:96 11:7] Changed	"$1.00 Peso.
     " to "d. "
[2:97 11:7] Changed	"a quota (Series N quota)" to "a Series “N” quota "
[2:97 11:7] Changed	"whose Series N quota is" to "whose Series “N” quota is"
[2:98 11:8] Changed	"Series N " to "Series “N” "
[2:98 11:8] Changed	"capacity." to "capacity,  ...  Project Company."
[2:100 11:10] Add Paras	"The representations  ...  nonassessable."
[2:108 13:5] Changed	"SCHEDULE" to "."
[2:108 13:6] Add Para	"Approval of the  ...  recapitalization of BV1.5."
[2:71 24:1] Changed	"______, 2001" to "November 17, 2000"
[2:71 24:1] Changed	"Company." to "Company, and  ...  12, 2001."
[2:73 24:3] Changed	"________" to "April 3"

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original document   : G:\DOCSOPEN\BROWCC\1336849.01
and revised document: G:\DOCSOPEN\BROWCC\1336849.02

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