Sorry it took so long to get back to you.  Today has been beyond frenetic.

I agree with your comment #1.  I expect they will ask us for a rep like the 
one in #2, but they still want to hear it from GE.

Kay




Ben F Jacoby@ECT
12/04/2000 11:45 AM
Sent by: Ben Jacoby@ECT
To: Kay Mann/Corp/Enron@Enron
cc:  

Subject: FW: Form of GE acknowledgement letter

Kay:

My comments as follows:

1. In item 1, we should reference Coral's purchase of 80% of the member 
interests, and potential purchase of the remaining 20% after the COD.

2. Shouldn't we be able to handle item 2 with an ENA rep?

I think the acknowledgement letter needs to be very narrow with respect to 
the sale of the 80% member interest to Coral, and potential purchase of the 
remaining 20%.. An acknowledgement from GE that the sale of the 80% and 
subsequent sale of the remining 20% comply with the assignment provisions 
should be sufficient.

Regards,

Ben
---------------------- Forwarded by Ben Jacoby/HOU/ECT on 12/04/2000 09:43 AM 
---------------------------


"Whaley, Don" <DWhaley@coral-energy.com> on 12/04/2000 11:15:38 AM
To: "'Ben.Jacoby@enron.com'" <Ben.Jacoby@enron.com>
cc:  
Subject: FW: Form of GE acknowledgement letter




-----Original Message-----
From: George Kutzschbach [mailto:gkutzschbach@fulbright.com]
Sent: Monday, December 04, 2000 11:03 AM
To: Kay.Mann@enron.com
Cc: Reynaud, Ann; Whaley, Don; Shepherd, James L.
Subject: Form of GE acknowledgement letter


Subject to review of the final form of Facility Agreement, attached is a
proposed form of acknowledgement letter which would be required to be
obtained from GE with respect to each LLC, with the name of each LLC
changed accordingly.


 - 5wk8801_.DOC