InterGen/ENA - GE Turbines & ABB Transformer ,
 These are the current drafts of the proposed documents relating to the 
Intergen transaction.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 12/19/2000 04:18 
PM ---------------------------


"George Kutzschbach" <gkutzschbach@fulbright.com> on 12/19/2000 04:13:08 PM
To: Ben.F.Jacoby@enron.com, Kay.Mann@enron.com, CCampbell@KSLAW.com, 
JKeffer@KSLAW.com
cc: DPedigo@INTERGEN.com 

Subject: InterGen/ENA - GE Turbines & ABB Transformer

Attached are clean and redlined versions of revised drafts of (i) the
Letter Agreement between ENA and Sweetgum Energy LP relating to CA
Energy Development I, LLC and the GE generator set, and (ii) the Letter
Agreement between ENA and Sweetgum Energy LP relating to the ABB
transformer.  The Letter Agreement between ENA and Sweetgum Energy LP
relating to CA Energy Development II, LLC and the GE generator set will
be in the same form as item (i) above with changes to reflect the proper
LLC.

To expedite matters, these revised drafts are being sent to you before
review by InterGen with the understanding that InterGen may have
additional changes and comments.

In addition to changes necessitated by the substitution of Sweetgum for
Tejas, the letter agreements have been revised to reflect the following
requirements of InterGen:

(i)  The parent guaranty on behalf of Sweetgum Energy LP has been
deleted;

(ii)  A mutual covenant requiring the Parties to use all reasonable
efforts to satisfy the conditions precedent as been added to the end of
Section 3; and

(iii)  A no shop clause on the part of ENA and its affiliates has been
added as  a new Section 17.

The reference to the TRY Ventures International agreement was deleted
from the letter agreement relating to the ABB transformer since it is my
understanding that the ABB transformer was not covered by Coral's
agreement with TRY.  ENA would nevertheless be protected by the general
language of the clause.

Although InterGen is still reviewing these documents for tax and other
concerns, for now the only contemplated changes to the LLC Agreements
and the GE and ABB acknowledgement letters are those needed to reflect
the substitution of Sweetgum for Tejas.

InterGen is still reviewing the Facility Agreement and exhibits
thereto.

I have passed on ENA's suggestion regarding the extension of the
closing date, but have not yet had a response from InterGen.

Doug Pedigo will be tied up tomorrow morning, but Doug and I are
available after lunch for a telephone conference to discuss any comments
you have on the closing.

George
fred.mitro@enron.com, rebecca.walker@enron.com, herman.manis@enron.com, 