Subject: CA Devel I & II Facilityl Agreements
From: [email-masked]
To: [email-masked], [email-masked], [email-masked], [email-masked]
Cc: [email-masked]
Date: Fri, 22 Dec 2000 02:57:00 -0800 (PST)

Although InterGen has not completed its review of the Facility
Agreements, at Kay Mann's suggestion and to expedite matters, I am
passing on changes which InterGen requires with respect to Sections
17.3(a) and 17.4.1 of both Facility Agreements:

1.  Section 17.3(a) should be revised to read as follows:

"promptly refund the Maximum Liability Amount (less any unpaid portion
of the Purchase Amount) and pay Cover Damages plus Termination Costs
described in Sections 17.4.2(i) and 17.4.2(iv) described below; or"

2.  The third and fourth sentences of Section 17.4.1 should be revised
to read as follows:

"If the Maximum Liability Amount (less any unpaid portion of the
Purchase Amount) is greater than the Proper Scope Value, the difference
between such amount and the Proper Scope Value (the "Refund Amount")
shall be settled between the parties in accordance with Section 17.4.4
below.  If the Maximum Liability Amount (less any unpaid portion of the
Purchase Amount) is less than the Proper Scope Value, the difference
between such amount and the Proper Scope Value (the "Scope Value Due")
shall be settled between the parties in accordance with Section 17.4.4
below."

It is InterGen's understanding that the Purchase Amount is currently
$1,829,000, subject to adjustment by future change orders, and that the
amounts previously paid plus the Purchase Amount are equal to the
Maximum Liability Amount of $14,352,000, subject to adjustment by future
change orders.  It is essential to InterGen that CA Development I and CA
Development II receive credit for the amounts previously paid and that
they not be required to go outside of the Facility Agreement to
determine such amounts.

George Kutzschbach
713-651-3702