GE has agreed to the requested changes to the parent guaranty.

Kay




"Campbell, Carolyn" <CCampbell@KSLAW.com> on 04/24/2001 10:40:53 AM
To: "'kay.mann@enron.com'" <kay.mann@enron.com>
cc:  

Subject: Delta Documents for GE




 <<GE.LegalOpin.DOC>>  <<GE.Consent.DOC>>  <<GE.Receipt.DOC>>
<<GE.Ltr.Forms.DOC>>

Kay:

We have attached execution copies of the following documents for execution
by GE:

1.  GE Letter re Forms of Agreement;
2.  GE Consent and Agreement;
3.  Legal Opinion of Counsel to GE;
4.  GE Receipt.

These documents were circulated by Isabel Parker to Kent Shoemaker, you, me
and others on April 23, 2001.

The only other document is the GE Parent Guaranty.  Greg Lang circulated
comments (in a PDF file) by an e-mail 4/18 at 5:59 p.m.   Greg asked earlier
today whether the form of this document had been agreed by GE and I could
not respond.

You should have the following documents:

1.  Assignment and Assumption Agreement; and
2.  Turbine Contract.

Several of the ENA documents are not yet finalized, so I will try to get
those to you after lunch.  Please send over the LLC certificate book in
order that we may prepare membership certificates.

If you have any questions or comments, please advise.  Thanks.

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

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 - GE.LegalOpin.DOC
 - GE.Consent.DOC
 - GE.Receipt.DOC
 - GE.Ltr.Forms.DOC