<<2RR402!.DOC>>

Kay:

1.  The GE and ABB acknowledgment letters are in the attached e-mail from
George Kutzschbach.

2.  When I spoke to George yesterday about the proposed amendment, he had no
objections to the concept of the amendment.  However, I have not heard from
him since circulating the draft amendment.  I just left a voice mail for him
to get back to me with comments and will let you know.  (While writing this
e-mail, I received an e-mail from Doug Pedigo, and his comments are as
follows: "Seems to me you could combine paragraphs 2 and 3 and delete 4
through 7, but if this makes Enron comfortable, I guess I am OK with it.")
I will not make any revisions based on his comments unless you feel obliged
to do so.

3.  Please let me know if you need me to get involved any further in the
Escrow Agreements.

4.  A revised closing checklist is attached.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosure: 129280v2



  -----Original Message-----
  From: George Kutzschbach
[mailto:gkutzschbach@fulbright.com]
  Sent: Friday, December 22, 2000 6:04 PM
  To: Kay.Mann@enron.com
  Cc: Campbell, Carolyn; Keffer, John
  Subject: Re: CA Devel I & II Facilityl Agreements

   <<5wvzf01_.DOC>>  <<5wvz801_.DOC>>  <<5wvz101_.DOC>>
Attached are the two GE acknowledgement letters and the ABB
  acknowledgement letter.

  >>> <Kay.Mann@enron.com> 12/22/00 05:21PM >>>

  Hi George,

  I'm looking for the GE acknowledgement letter which we need
for this
  deal.
  Can you email it to me?

  Thanks,

  Kay





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 - 2RR402!.DOC
 - 5wvzf01_.DOC
 - 5wvz801_.DOC
 - 5wvz101_.DOC