<<2rz802!.DOC>>  <<2RZ8RED.DOC>>
Kay:

We did have a "form" LLC agreement in conjunction the letter agreement.  It
was most recently circulated in a Jan 4 e-mail from me and is the attached
draft dated Dec 15.  We may wish to tinker with the effective date
provisions of Section 2.5 and depending on whether XYZ is a corporation,
partnership or limited liability company, the entity representations in
Section 3.2.1 et seq. (I have also attached a marked copy reflecting the
differences between the prototype form and the final form signed in the
Intergen transaction).  If you need anything else, please let me know.
Thanks.

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

Enclosures 129572v2
  129344v7 R 129572v2





-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Tuesday, February 27, 2001 8:45 AM
To: ccampbell@kslaw.com; jkeffer@kslaw.com
Subject: LLC agreement for turbine llc sale


Hi there,

Did you come up with a "form" llc agreement in conjunction with the form
letter agreement, or is the Coral LLC agreement the latest thing?

Thanks,

Kay






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