---------------------- Forwarded by Randall L Gay/HOU/ECT on 04/04/2000 11:07 
AM ---------------------------


"Vanessa Wilson" <VWILSON@skadden.com> on 04/04/2000 10:30:48 AM
To: alan.janna@enron.com
cc: robtaylor@andrews-kurth.com, joana.ryan@enron.com, rgay@enron.com, 
roseann.engeldorf@enron.com, MTHURBER@mail5.allegro.net 
Subject: Fwd: GE Letter Agreement


Alan,

In response to your e-mail, the Letter Agreement has not been further revised 
since I sent it to you on March 30th (that e-mail is attached hereto).

The open issues relate to the following items in Attachment 8 which contains 
certain provisions to be used as part of the "Base Agreement:"

1.  The issue detailed in the attached of whether WestLB will indemnify GEII 
against actions of the Enron entity acting as "Agent."  Rob Gay is reviewing 
this issue.  This issue would impact Section 20.1(a).

2.  The inclusion of certain language that Enron has requested which would 
more clearly establish that GEII's indemnity obligation includes 
consequential damage claims by third parties.  The language at issue appears 
in Sections 20.1(b) and 27.2.

At Brett Wiggs' request, Cheryl Costa is discussing the above issues with 
GEII.  If you have any questions or comments or would like to discuss the 
foregoing, please contact me at 713-655-5102.

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Date: Thu, 30 Mar 2000 12:16:35 -0500
From: "Vanessa Wilson" <VWILSON@skadden.com>
Cc: MTHURBER@skadden.com
Subject: Fwd: GE Letter Agreement
Mime-Version: 1.0
Content-Type: multipart/mixed; boundary="=_EEB7315F.5938C8D4"

As requested, attached please find the e-mail I sent to Rob Gay to which the 
current draft of the Letter Agreement with GEII is attached and which briefly 
summarizes the indemnity issue we have been discussing.

If you have any questions or would like to discuss the attached further, 
please feel free to contact me at 713-655-5102.


Date: Tue, 28 Mar 2000 17:36:15 -0500
From: "Vanessa Wilson" <VWILSON@skadden.com>
Cc: MTHURBER@skadden.com
Subject: GE Letter Agreement
Mime-Version: 1.0
Content-Type: multipart/mixed; boundary="=_EEB7315F.5839C9D5"

Rob,

Attached please find the current draft of the Letter Agreement (32581.7), 
including Attachment 8 (32573.7) which sets forth various provisions to be 
included in the Purchase Agreement.  Article 20 regarding indemnification is 
included in Attachment 8.

As we discussed, West LB has some concerns regarding including language in 
Article 20 which GEII requested by which West LB would indemnify GEII for 
Enron's acts (in its capacity as Agent).  West LB has suggested they would be 
willing to undertake this obligation if they are reimbursed by Enron through 
the Acquisition and Development Agreement.  Today, for the first time, West 
LB indicated that they may require a cap on this liability for Agent's acts 
in the Purchase Agreement.

GEII has requested that West LB undertake this obligation and Enron has 
agreed to pursue it with West LB.  In light of this, the language which would 
establish West LB's indemnity obligation for the Agent's acts is not included 
in the current draft of Attachment 8.

Please let me know how you would like to proceed.  As I mentioned, we are 
trying to finalize the Letter Agreement with GEII very shortly.  I apologize 
for any confusion and look forward to working with you on this matter.  If 
you have any questions or would like to discuss this matter further, please 
feel free to contact me at 713-655-5102.

Thanks,
Vanessa.

 - 32581_7.doc
 - 32573_7.doc
 - 32614_2.xls