----- 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