---------------------- Forwarded by Randall L Gay/HOU/ECT on 03/29/2000 06:13 
AM ---------------------------


"Vanessa Wilson" <VWILSON@skadden.com> on 03/28/2000 04:36:15 PM
To: rgay@enron.com
cc: robtaylor@andrews-kurth.com, Brett_R_Wiggs@enron.com, 
john.novak@enron.com, roseann.engeldorf@enron.com, MTHURBER@mail5.allegro.net 
Subject: GE Letter Agreement


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.


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