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Enron Mail |
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
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