Kay, please note the following responses to Stuart Zisman's e-mail of 10/8
to you:

1.	Correct.

2.	The Option states that Optionee is permitted to disclose the terms
of the agreement to "Optionee's accountants, attorneys, prospective lenders,
investment bankers, underwriters, rating agencies, partners, consultants and
other advisors in connection with the transactions contemplated by this
Option (collectively, "Representatives"), to the extent that such
Representatives reasonably need to know such information and data to assist,
and perform services on behalf of Optionee."  It may be a stretch, but I
might argue that potential bidders may be considered "prospective" lenders
or partners in connection with the option and that they reasonably need to
know such information.  Perhaps Enron should seek a waiver of this
obligation from Optionors.

Furthermore, it is correct that the option was not exercised based on the
materials.  A "Notice of Option to Purchase Real Estate" dated May 19, 2000
was submitted as part of re-zoning application; but upon further review it
appears that it was not intended as an exercise of the option. 

3.	The comment noted in the "Assignment of Option to Purchase Real
Estate," dated November 9, 2000 was also submitted as part of the re-zoning
application, and similarly not intended as an exercise of the option.
Please disregard the comment.  

4.	Correct.

5.	Correct.

6.	Correct.

Finally, my review was limited to the documents that were sent over by you
guys some months ago, and I haven't looked at DealBench recently.
Therefore, as Stuart mentioned, I need to confirm that I have reviewed
everything.  I spoke to Stuart about this issue yesterday, and he is aware
that I have not had time to focus on Midway as much since we've been
finalizing Doyle.  I told him that I still needed to go through Dealbench
and that I would like to consolidate the two charts that I prepared into one
chart.  Additionally, I mentioned that I was revising the Midway PSA to
include comments from the Enron team in connection with Doyle.  He told me
to focus on Doyle for now and turn to Midway as soon as I had time.  I just
sent out execution copies for Doyle and will turn to Midway right away.  I
will redistribute the revised PSA and chart as soon as possible.

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


		-----Original Message-----
		From:	Mann, Kay [mailto:Kay.Mann@ENRON.com]
		Sent:	Monday, October 08, 2001 5:10 PM
		To:	bparish@kslaw.com; jkeffer@kslaw.com
		Subject:	FW: Ft. Pierce and Midway



		-----Original Message-----
		From: Zisman, Stuart 
		Sent: Monday, October 08, 2001 5:08 PM
		To: Mann, Kay
		Cc: Clark, Barton
		Subject: RE: Ft. Pierce and Midway


		Kay,

		I quickly reviewed the summaries of documents done by K&S
and have the
		following questions/concerns:

		1) Items #1 and #2 - I assume that you concluded that the
prohibition
		doesn't prevent disclosure of the agreement itself;
		2) Item #3 - It sounds like this is a confidentiality
problem.  Also,
		did we really exercise the option or did we just extend it?;
		3) Item #4 - What is meant by the Comment section?;
		4) Item #5 - I assume that you concluded that the
confidentiality
		provision did not restrict us from disclosing the agreement;
		5) Item #6 - I assume that you concluded that the
confidentiality
		provision did not restrict us from disclosing the agreement;
and
		6) Item #10 - I assume that the change of control provision
does not
		extend to a sale of equity.

		What about the other documents relating to Midway?  Are
these the only
		significant ones.  DealBench has numerous docs relating to
Midway and I
		need to be certain that all have been considered/reviewed.

		Thanks for your help.

		P.S.	Kay, have we spoken with the folks at Westinghouse
on the
		Gleason settlement issue.  I was hoping that you would call
the author
		of the last email from Westinghouse to try to articulate the
reason for
		revising the language and follow that with a conference call
if need be.
		Please advise.

		Stuart


		 -----Original Message-----
		From: 	Mann, Kay  
		Sent:	Monday, October 08, 2001 1:36 PM
		To:	Zisman, Stuart
		Cc:	Clark, Barton
		Subject:	FW: Ft. Pierce and Midway

		 << File: 3D7Y01!.DOC >> Bill tells me he is revising the
Midway p/s ag
		to reflect Enron input on Doyle deal.

		Please let me know if I can help.

		Kay

		-----Original Message-----
		From: Mann, Kay 
		Sent: Monday, October 08, 2001 12:09 PM
		To: Clark, Barton
		Subject: FW: Ft. Pierce and Midway


		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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