---------------------- Forwarded by Kay Mann/Corp/Enron on 01/05/2001 11:46 
AM ---------------------------


Kay Mann
01/05/2001 11:40 AM
To: lee.johnson@ps.ss.ge.com, kent.shoemaker@ae.ge.com
cc:  

Subject: CA Energy Development documents

Lee,

You should be receiving a package shortly containing the following:

1. Changed pages for CA Energy Development I and CA Energy Development II 
facility agreements.  These are the same pages that were faxed to you and 
Kent a few days ago.  I also included a couple of original pages (73, 74, I 
think) which were missing from one of the originals.  This need to be 
initialled and executed.
2. Acknowledgement letters for each of CAED I and CAED II which need your 
Here's the form:

3. Assignment and assumption agreement to move the equipment from TurboPark 
to the CAED I.  There will be one for CAED II as well.  This document is 
being reviewed by the bank, so I'm not convinced it is in final form.  You 
will note that there is an acknowledgement section for GE.  I cut and pasted 
from the consent to assignment from the TurboPark documents, but shortened 
the whole thing considerably.  Here's that document:



4.  Signature pages (signed by Enron) from the ESA deal, both the facility 
agreement and the override letter.  Obviously, we need your signature.  


I will forward the final CA facility agreements to you once again, along with 
the blacklines against what you initialled.

Thanks,

Kay