Good suggestion.  Why don't  you run it by George, and if you get positive 
feedback I'll suggest it to Ben.

Kay




"Keffer, John" <JKeffer@KSLAW.com> on 05/10/2001 10:51:49 AM
To: "C. Kay Mann (E-mail)" <Kay.Mann@enron.com>
cc: "Campbell, Carolyn" <CCampbell@KSLAW.com> 

Subject: Intergen Consent

Kay-I have reviewed the GE acknowledgment, and I believe it does everything
InterGen would want in that GE permits the multiple transfers all the way to
the project company (Larkspur) and GE acknowledges that the transfers will
not result in a breach of the Facility Agreements.  I have also reviewed the
unanimous consents and find them to be OK.

I propose going back to George with the proposal that simultaneously with
the execution of the unanimous consent that ENA be permitted to exercise its
puts under the two LLC, which can be done with InterGen's consent and
InterGen's receipt of an acknowledgment from GE that the exercise of the put
will not in any manner prejudice the rights under the Facility Agreements
(which in view of the transfer of the turbines and the Facility Agreements
being permitted by GE, such a request may be superfluous, but I'd like to
have it anyway).

I considered also recommending a release from ENA's obligations under the
Letter Agreements, but I think that may be pushing too far.

Let me know your thoughts.

Regards

John



                    Confidentiality Notice
This message is being sent by or on behalf of a lawyer.  It is intended 
exclusively for the individual or entity to which it is addressed.  This 
communication may contain information that is proprietary, privileged or 
confidential or otherwise legally exempt from disclosure.  If you are not the 
named addressee, you are not authorized to read, print, retain, copy or 
disseminate this message or any part of it.  If you have received this 
message in error, please notify the sender immediately by e-mail and delete 
all copies of the message.