Hi Janet,

The attachment at the bottom is the LLC agreement.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 12/20/2000 07:58 
PM ---------------------------


"George Kutzschbach" <gkutzschbach@fulbright.com> on 12/20/2000 04:00:27 PM
To: Ben.F.Jacoby@enron.com, Kay.Mann@enron.com, CCampbell@KSLAW.com, 
JKeffer@KSLAW.com
cc: DPedigo@INTERGEN.com 

Subject: Certain revisions to LLC Agreement

Attached is a copy of the last draft of the LLC Agreement prepared by
ENA which I have revised to incorporate the changes discussed in your
recent telephone conversation with Doug Pedigo.  In the interest of
time, I have not revised the attached LLC Agreement to reflect the
substitution of Sweetgum for Tejas.

Section 6.1(c)(iii) was revised to reflect Sweetgum's right to freely
assign its LLC interest.  Section 6.2(a) was revised to reflect
Sweetgum's right to exercise the call at any time if it either obtains
or waives the GE consent.  Section 6.2(c) was revised to allow ENA to
exercise its put at any time (i) if it obtains GE's consent in form and
substance satisfactory to Sweetgum in its sole discretion or (ii) after
all GE warranties have expired.

To expedite matters, I am forwarding these changes to you at the same
time I am forwarding them to Doug.