Here's the chart on the Midway docs.  John Keffer (713 751 3255) and Bill Parish at King & Spalding have been involved.

I'll have them send you the most recent purchase/sale agreement on Midway.

Kay

-----Original Message-----
From: Parish, Bill [mailto:BParish@KSLAW.com]
Sent: Monday, October 08, 2001 11:57 AM
To: Mann, Kay
Cc: Keffer, John
Subject: RE: Ft. Pierce and Midway


Kay, attached is a chart summary of our review of the Midway documents that
addresses the issues raised by Stuart Zisman in his e-mail of 10/4/01 to you
and Bart Clark.  Please let me know if you have any questions or comments.
I hope you are doing well.

Best Regards,

William Parish
King & Spalding
1100 Louisiana, Suite 3300
Houston, Texas  77002
Phone: 713/276-7413
Fax: 713/751-3280
E-mail: bparish@kslaw.com

 <<3D7Y01!.DOC>> 
		-----Original Message-----
		From:	Mann, Kay [mailto:Kay.Mann@ENRON.com]
		Sent:	Thursday, October 04, 2001 11:20 AM
		To:	jkeffer@kslaw.com; bparish@kslaw.com
		Subject:	FW: Ft. Pierce and Midway

		Hi John and Bill,

		I know I've been out of the loop on this one, but I wanted
to check to
		make sure that you were still involved. You may have given
Sheila or
		Bart the info, but just in case you didn't, did the document
review on
		Midway get completed?

		Thanks,

		Kay

		>  -----Original Message-----
		> From: 	Zisman, Stuart  
		> Sent:	Thursday, October 04, 2001 11:14 AM
		> To:	Mann, Kay; Clark, Barton
		> Cc:	Jacoby, Ben; Plauche, Stephen; Hoff, Jonathan
		> Subject:	Ft. Pierce and Midway
		> 
		> Bart and Kay,
		> 
		> In preparation for providing potential purchasers with
access to
		> DealBench (expected as soon as October 22nd), I wanted to
determine
		> whether all of the documents on DealBench have been
reviewed to
		> consider whether their disclosure or the anticipated sale
will cause a
		> problem or violate the terms of any agreement.  At our
kick-off
		> meeting in mid-July (I can't remember if Kay was there),
we discussed
		> having the documents reviewed  (by 9/1/01) for (i)
confidentiality
		> provisions, (ii) restrictions on transferability, (iii)
continuing
		> liability for Enron or it affiliates (in the form of
guarantees, etc.)
		> and (iv) unusual termination rights that might be
triggered by a sale
		> of the project.
		> 
		> My team is in the process of cleaning up DealBench in
preparation for
		> providing access to second round bidders.  We are focusing
primarily
		> on organization, making sure that the documents are the
most recent
		> and accurate drafts (with cooperation from Ben's group)
and
		> determining whether the documents contain information on
other
		> development sites or project (which would require
redaction).  We have
		> stumbled across a couple of confidentiality provisions in
the Midway
		> Interconnection Feasibility Study Agreements (specifically
documents
		> 02.05.01, 02.05.02 and 02.05.03 on DealBench) and wanted
to know if
		> (i) legal is ok with them and (ii) whether all of the
other documents
		> have been reviewed (i.e. are there similar provisions in
other
		> documents). 
		> 
		> Please let me know what has been or will be done in this
regard.
		> 
		> Thanks in advance for your assistance.
		> 
		> Stuart
		> 
		> P.S.  Kay, I sent Bart a message yesterday regarding the
need to
		> prepare forms of purchase and sale agreement for each of
the projects.
		> My understanding is that you may have already prepared a
form for the
		> sale of Midway.  Please coordinate with Bart to develop a
form that
		> works for both projects (with the understanding that there
may need to
		> be some differences between the two because of differences
in the
		> projects).  Under separate cover, I will forward to you a
copy of the
		> email that I sent yesterday.


	
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