I'm checking.




"Campbell, Carolyn" <CCampbell@KSLAW.com> on 01/03/2001 04:37:22 PM
To: "'kay.mann@enron.com'" <kay.mann@enron.com>
cc: "Keffer, John" <JKeffer@KSLAW.com> 

Subject: FW: Amendment No. to 1 Letter Agreement

Kay:

Please see George Kutzschbach's comments to the amendment below.  I would
accept his comment #2.  What is ENA's reaction to comment #1?  Please
advise.  Thank you.  

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>  
;


-----Original Message-----
From: George Kutzschbach [mailto:gkutzschbach@fulbright.com] 
Sent: Wednesday, January 03, 2001 3:55 PM
To: Campbell, Carolyn
Cc: DPedigo@INTERGEN.com; jjones@INTERGEN.com
Subject: Re: Amendment No. to 1 Letter Agreement


Carolyn, 

In addition to Doug's comments regarding the Amendment, the second
sentence of Section 2 of the Original Agreement which is in quotation
marks in paragarah 1 of your draft of the Amendment should be revised in
the following respects:

1)  The outside closing date of "January 15, 2001" should be changed to
"January 22, 2001" to give sufficient time for the Facility Agreement to
be signed after the funding of the escrow; and

2)  The reference to "the Original Agreement" should be to "this
Agreement" since this sentence is being inserted in the Original
Agreement.

George

>>> "Campbell, Carolyn" <CCampbell@KSLAW.com> 01/02/01 05:39PM >>>

 <<2SX801!.DOC>> 

George:

We have enclosed for your review the initial draft of an amendment to
the
letter agreement pertaining to CA Energy Development I LLC.  Similar
amendments will be prepared for the other two letter agreements. 
Please
review and advise of any comments at your earliest convenience.  Thank
you.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com> 

Enclosure:  130796v1




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