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                                                                   EXHIBIT 10.22




                                                         Barclays Capital
                                                         5 The North Colonnade
                                                         Canary Wharf
                                                         London E14 4BB
                                                         Tel +44 (0)20 7623 2323




Independent Energy UK Limited

and

Independent Energy Holdings PLC

both of                                                                 BARCLAYS

Radcliffe House
6th Floor
Blenheim Court
Solihull
West Midlands
B91 2AA

                                                      6th March, 2000

Dear Sirs

(POUND)80,000,000 REVOLVING ADVANCE AND LETTER OF CREDIT FACILITY DATED 8TH
JULY, 1999

We refer to the revolving advance and letter of credit facility agreement dated
8th July, 1999 (the "FACILITY AGREEMENT") entered into between Independent
Energy UK Limited as borrower, Independent Energy Holdings PLC as guarantor,
Barclays Bank PLC as agent, Barclays Capital as arranger and the financial
institutions named in Schedule 1 of the Facility Agreement as Banks.

1.   Terms defined in the Facility Agreement and not otherwise defined herein
     shall have the same meaning in this letter.

2.   In accordance with Clause 28.1 (Amendments and waivers) of the Facility
     Agreement we, as Agent on behalf of the Banks, and each of the Obligors
     agree to the following amendments to the Facility Agreement:

          (a)  in the third line of sub-clause 2.5(b) (Ancillary facility) the
               figure of "(pound)2,000,000" shall be deleted and the following
               words shall be added "(A)




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               (pound)102,000,000 in the period up to 7th July, 2000 and (B) at
               all other times (pound)2,000,000;";

          (b)  the proceeds of Advances under Tranche C (other than LC
               Substitute Advances) may be used for the Borrower's lawful
               working capital purposes provided that all such Advances (and any
               Rollover Advances deriving from any such Advances) are repaid in
               full on or before the Term Date and no such Advances or Rollover
               Advances may be borrowed after that date (and Clause 3.3 (Tranche
               C purpose) and 4 (Conditions precedent) are amended accordingly);

          (c)  the making by the Ancillary Bank of any formal demand for
               repayment of all or any part of the Ancillary Facility shall be
               an Event of Default (and the making of any such demand is
               accordingly inserted in Clause 21 (Default) as a new paragraph
               21.17A); and

          (d)  the Agent may and shall (i) take all actions permitted pursuant
               to Clause 21 of the Facility Agreement and (ii) (to the extent
               that it is lawfully able to do so and subject to all applicable
               provisions of Clause 22 of the Facility Agreement and the
               Security Agreement and the Supplemental Security Agreement dated
               6th March, 2000 (and in particular to its being indemnified to
               its satisfaction)) enforce the security conferred by the Security
               Agreement, in each case, if and to the extent the Ancillary Bank
               (A) requests such actions in writing and (B) confirms that it has
               demanded payment by the Borrower in amounts owing to the
               Ancillary Bank in respect of the letter of credit issued to
               Energy Pool Funds Administration Limited under the Ancillary
               Facility on or before 6th March, 2000 and the Obligor has not
               paid such amount in full (and the taking of such action by the
               Ancillary Bank shall accordingly itself constitute an Event of
               Default).

3.   The Agent hereby acknowledges and agrees that the amendment to the
     Ancillary Facility Letter attached hereto as Exhibit A has been approved by
     the Majority Banks in accordance with Clause 28.2(d) of the Facility
     Agreement.

4.   The amendments to the Facility Agreement set out in paragraph 2 above are
     conditional on the execution by the Borrower of a supplemental security
     agreement in a form satisfactory to us.

5.   The provisions of Clauses 1.2 (Construction), Clause 28 (Amendments and
     Waivers) and Clause 33 (Severability) of the Facility Agreement shall apply
     to this letter as if they were set out in full in this letter.

6.   Each Obligor represents and warrants to and for the benefit of the other
     parties hereto that the representations and warranties to be repeated by
     each Obligor in accordance with Clause 19 (Representations and warranties)
     of the Facility Agreement are true as if made



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     on the date of this letter and as if references to the Finance Documents
     were references to this letter.

7.   This letter is and shall be construed as supplemental to the Facility
     Agreement and every clause thereof shall continue in full force and effect
     and be binding on the parties thereto unless expressly amended and
     supplemented by this letter.

8.   This letter may be executed in any number of counterparts and all of such
     counterparts taken together shall be deemed to constitute one and the same
     instrument.

9.   This letter shall be deemed incorporated as part of the Facility Agreement.

10.  The Borrower and the Agent designate:

     (a)  this letter;

     (b)  the letter of the same date as this letter by which the Ancillary
          Facility Letter is amended; and

     (c)  the Supplemental Security Agreement of the same date as this letter,
          as Finance Documents.

11.  This letter is governed by English Law.



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Please indicate your agreement to the foregoing by signing and returning to us
the executed counterpart of this letter.

Yours faithfully

BARCLAYS BANK PLC

As Agent for each of

The Banks



By:



We agree to the above:



Independent Energy UK Limited



By:



Independent Energy Holdings PLC



By: