Karen,

Could we have the option of using a letter of credit versus a corporate 
guaranty? (8)




"Way, Karen S. - CHI" <karen.way@piperrudnick.com> on 09/21/2000 05:15:36 PM
To: "'rusty.stevens@enron.com'" <rusty.stevens@enron.com>, 
"'fred.mitro@enron.com'" <fred.mitro@enron.com>, "'kay.mann@enron.com'" 
<kay.mann@enron.com>
cc: "Gershon, Mark A. - CHI" <Mark.Gershon@piperrudnick.com> 

Subject: livingston county proposed conditions to special use

Following are the proposed conditions to special use which we will be
submitting to the County for their review and attachment to the final zoning
approvals.  Please review and discuss any comments with me or Mark Gershon.


PROPOSED CONDITIONS TO SPECIAL USE
FOR
LIVINGSTON ENERGY CENTER (the "Facility")
TITAN LAND DEVELOPMENT CO., L.L.C. ("Titan")
SOUTHEAST INTERSECTION OF 1400 N. AND 1700 E. ROADS (the "Property")


1.   The operation of the Facility shall satisfy all Illinois
Environmental Protection Agency noise pollution requirements.

2.   Titan shall enter into a roadway agreement with the County and
Township Highway Commissioners which assigns responsibility for repair of,
maintenance of, and debris removal on Township and County roadways during
construction of the Facility.

3.   Contingent upon all property owners' written approval being secured,
Titan shall have installed at most four monitoring wells on at most four
properties within one and one-half miles surrounding the Property.  One
monitoring well each shall be installed on a property to the north, south,
east, and west.  Titan shall monitor well levels on each of the properties
on a quarterly basis and shall make such monitoring information available to
the County Engineer at his request for five years following issuance of the
final Certificate of Occupancy.  If no adverse impact due to the operation
of the Facility is found during the first five year monitoring period, then
Titan shall monitor well levels for each of the properties two (2) times per
year and shall make such monitoring information available to the County
Engineer upon his request for the life of the Facility.

4.   The maximum number of power generating units shall be limited to a
maximum of ten (10).

5.   Titan shall have repaired or replaced any drainage tile broken on
the Property during construction and operation of the Facility that would
adversely impact any surrounding property owner.

6.   The site plan for the Facility shall allow no greater than forty
percent (40%) of the site's total acreage to be developed with
non-landscaped areas, open space, or agricultural uses

7.   Upon permanent cessation of use of the Facility as an electric
generation facility, Titan shall remove all above ground buildings,
equipment, footings, appurtenances and structures, including accessory
buildings and equipment. 

8.   Titan shall make those stormwater improvements identified on the
attached Stormwater Management Plan.  Additionally, a) upon adoption by
Pontiac Township and Eppards Point Township of the Area-wide Stormwater
Management study prepared by Farnsworth & Wylie (the "Study") for the
Property and the surrounding area and b) upon written agreement to proceed
with the stormwater management improvements identified in the Study by those
property owners whose properties are identified by the Study as requiring
stormwater management improvements, Titan shall commit to make those
stormwater management improvements identified in the Study for the Property.
Titan shall provide a corporate guaranty to the County in the amount of
fifty-five thousand dollars ($55,000) with a C.P.I. as security for making
those stormwater management improvements identified in the Study for the
Property.  Titan shall construct such improvements contemporaneously with
other such improvements being completed in the Study area. 

9.   Construction of each phase of the Facility from initiation to
completion is estimated to require from six (6) to twelve (12) months
subject to weather constraints, acts of God, materials availability, strikes
and other labor issues, changes in regulations affecting development and
construction, and other constraints not within the control of Titan.  Within
twelve months following issuance of the final Certificate of Occupancy all
improvements shall be completed and all construction equipment and trailers
shall be removed.



Karen S. Way
Piper Marbury Rudnick & Wolfe
203 N. LaSalle
Chicago, Illinois 60601
email:  karen.way@piperrudnick.com
(ph) 312-368-2152
(fax) 312-630-6347

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