----- Forwarded by Roseann Engeldorf/Corp/Enron on 12/22/2000 11:32 AM -----

	Kay Mann
	12/21/2000 12:22 PM
		 
		 To: Brett R Wiggs/SA/Enron@Enron, John R Ayres/NA/Enron@Enron, Lisa 
Alfaro/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, John Novak/SA/Enron@Enron
		 cc: Roseann Engeldorf/Corp/Enron@ENRON, rtaylor@akllp.com
		 Subject: Override letter

Attached is the  form of override letter to be executed at the same time as 
the GE facility agreement.  It addresses accounting issues and lender 
requirements.

I should have a final draft of the GE facility agreement later today.

Kay