Team,

I do not know if we have a full and complete set of documents, and if so, how 
long it will take to get these documents copied.  Ben, can you address that 
issue?  I don't want to assume that this is a slam dunk, as this is the kind 
of thing you can trip up on, especially since they are on a tight 
construction schedule.

I'm not sure I understand his second comment.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 12/11/2000 12:53 
PM ---------------------------


"George Kutzschbach" <gkutzschbach@fulbright.com> on 12/11/2000 12:15:15 PM
To: Ben.F.Jacoby@enron.com, Kay.Mann@enron.com, CCampbell@KSLAW.com, 
JKeffer@KSLAW.com
cc: areynaud@coral-energy.com, dwhaley@coral-energy.com, 
TSeigler@coral-energy.com 

Subject: Three (3) letter agreements

I have not received all TEH's comments, however, in the interest of time
I am passing along the following changes to all three (3) of the letter
agreements:

Section 3(g):  The addition of "in ENA's possession" should be deleted
from Section 3(g).  We were told that Exhibit T (or Exhibit B-2 in the
case of the ABB) was deleted from the Facility Agreement because the
documents had already been furnished to ENA.  If all these documents
have been furnished by GE (or ABB), then the addition of "in ENA's
possession" is not needed.  If all of these documents have not been
furnished by GE (or ABB), then the Facility Agreement should specify the
documents not yet furnished and bind GE to furnish those not yet
furnished, and in the letter agreement ENA should covenant to deliver
the specified documents which have been furnished.

Section 6(b):  Clause (iv) of Section 6(b) should be revised as
follows:

"(iv) following the date from the execution of the Facility Agreement
through the closing of the Transaction, neither ENA nor the LLC
will not have agreed to or issued agree to or issue any written election
or waiver with respect to the Facility Agreement as of the date of
closing."

The draft of the Facililty Agreement contemplates that the date of the
Facility Agreement and the date of execution are the same.