IN: The GE facility agreements are nearing completion. There will be facility agreements for Fountain Valley (aka PSCO) and for LV Co Gen. The form is attached for your review. In addition to the facility agreements, the parties will execute the override letters, in the form we developed last month. Here is the override letter: Please advise if there are any issues which need to be addressed. Thanks,

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OUT: Fountain Valley/GE Facility Agreement and Exhibits

IN: To forecast Entex: We have a database that contains the citygate volumes by day, with the low and high temps for each day. When we get a weather report for the new day, we enter the projected low temp and the spread into the file. The database is sorted by that information with a +/- 2 degrees on the temps, and provides an average volume for that criteria. (For example: With temps of 40-60, the sort would produce a list of the volumes pulled for each day with a low of 38 to 42 degrees and a temperature spread of 20 to 22 degrees. An average is then calculated from that volumetric data. In this case, the average is calculated to 259,000 Mmbtu.) Upon calculating the average, we then apply information we obtain through daily business and adjust that estimate. Things to consider: if weather is cloudy or sunny, wet or dry; wind chill; Entex's obligation on Midcon; Entex's recent operating procedures; Entex takes versus our prior estimates (have we been under or overestimating volumes each day), etc. Additionally, since we only see about 30% of the meters, we apply a factor to estimate the remaining 70%. If we have an unaccounted volume for a few days that is fairly consistent (and we have determined that the ua4 has not been caused by something else), we may adjust the factor to bring the estimates more in line. Let me know if you have any questions. Daren

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OUT: Entex Forecasting

IN: I think that this transaction is called "Project Moosehead". I have a meeting on it this morning. Please comment to the draft I sent to you yesterday. I don't know if the structure works. I couldn't decide upon the format; it also looks like a cap. Thanks. SS

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OUT: "Financial Power Purchase Term Sheet" - 12/13/99

IN: We have received the executed Letter Agreement dated 9/12/00 which amends the ETA to provide that Ameren Energy, Inc. can act as authorized agent for and on behalf of the following entities ("Operating Companies") under such ETA: 1. Union Electric Company (d/b/a Ameren UE) 2. Ameren Energy Generating Company 3. Ameren Energy Marketing Company The amendment to the ETA makes additional changes with respect to the agency relationship between Ameren Energy, Inc. and the Operating Companies. In connection with such amendment to the ETA we have also received: 1. The originally executed Password Application 2. Consent and Acknowledgement executed by the Operating Companies with respect to such agency relationship Copies will be distributed.

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OUT:
ETA Amendment - Ameren Energy