Pete,

Please call me after you have reviewed this.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 12/20/2000 04:58 
PM ---------------------------


"George Kutzschbach" <gkutzschbach@fulbright.com> on 12/20/2000 04:54:24 PM
To: Ben.F.Jacoby@enron.com, Kay.Mann@enron.com, CCampbell@KSLAW.com, 
JKeffer@KSLAW.com
cc: DPedigo@INTERGEN.com 

Subject: Sweetgum/ENA

I have not yet received all of InterGen's comments on the documents,
however, to expedite matters, I am passing on some additional comments
on the letter agreements and the form of Facility Agreement to be
attached to the letter agreements.

Letter Agreements:  Sections 3(a) and 3.(b) of all three letter
agreements should be revised as noted in the attached form of letter
agreement.

Facility Agreements:  

1.  The second sentence of Section 17.4.1 of each of the Facility
Agreements should be amended to read as follows:

"If the Maximum Liability Amount (less any unpaid portion of the
Purchase Amount) is greater than the Proper Scope Value the difference
between such amount and the Proper Scope Value (the "Refund Amount")
shall be settled between the parties in accordance with Section 17.4.4
below."

This is the same comment I made earlier.

2.  Exhibits B-1 and H-2 are blank and the corresponding exhibits from
the master GE sales agreement should be attached to the Facility
Agreement.

3.  The cross-reference to Exhibit N-1 should be deleted from Exhibit I
as Exhibit N-1 was deleted from the Facility Agreement.

4.  Exhibit R is blank, however, it is unclear whether this Exhibit is
still relevant.

5.  Exhibit U appears to be incomplete and the reference back to
Section 10.8.4 is unclear.  I believe Tom Seigler brought this up point
up with Ben before Coral left the proposed transaction.

6.  The references throughout the Exhibits to "oF" should be corrected
to contain the degree symbol.