Hi Roger,

We are going forward with the first deal to move stuff out of TurboPark.  I 
don't know if you want to see these types of documents, but what the heck, 
here it is!

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 01/03/2001 08:40 
AM ---------------------------


Kay Mann
01/03/2001 08:28 AM
To: Fred Mitro/HOU/ECT@ECT, Ben Jacoby/HOU/ECT@ECT, Rebecca 
Walker/NA/Enron@Enron, Kathleen Carnahan/NA/Enron@Enron
cc: Catherine Clark/HOU/ECT@ECT, Lisa Bills/Corp/Enron@ENRON, Roseann 
Engeldorf/Corp/Enron@ENRON 

Subject: CA Development I and II notice of exercise of purchase option

I am attaching a revised draft notice of intent to exercise the purchase 
option for the equipment for the CA transactions. We need two separate 
notices - one for CA I and one for CA II.  Ben/Fred/Rebecca, could you please 
prepare a draft of the two exhibits?
 
Lisa/Catherine/Rose, I revised the form of notice to make it track the 
participation agreement and the development and construction management 
agreement.  

I've tentatively dated the notice as of this Friday.  By my calculations, 
Monday is our drop dead date since a waiver of the 5 day period is not an 
option, and the deal dies if not closed by the 15th.  

Ben mentioned that I should be drafting a "release letter" for the banks 
and/or DevCo. It would be a big help if someone could point me to the section 
in the documents which set forth the requirements of the release, since I'm 
still wading through it all and haven't found the relevant language yet.  
Also, please advise of the results of the conference call which you had with 
the lenders (?) and/or their lawyers regarding the issue.

I am working on the assignment and assumption agreement.


Thanks,

Kay