Rusty,

Let's meet at your convenience.  We need to identify some of the tripping 
points and critical path items, especially since our goal (I assume) will be 
to keep equipment, EPC contracts, land (?), etc off Enron's balance sheet 
while things are developing.  Talking through the process should help.

Kay




Rusty Stevens
06/28/2000 10:51 AM
To: Kay Mann/Corp/Enron@Enron
cc: Fred Mitro/HOU/ECT@ECT, Ben Jacoby/HOU/ECT@ECT, Laura 
Luce/Corp/Enron@Enron, Sheila Tweed/HOU/ECT@ECT 

Subject: PERC Negotiations

Attached is a proposal that was shared with PERC last week.  We are now 
awaiting PERC's response.  I am assuming that they will agree to the terms 
since their alternative is to lose $ on the units at resale with no 
opportunity for recapture.  

I wanted to give you a "heads-up" since the timing will be is tight once I 
get the green light to proceed with legal docs.  Please let me know what 
documents we will need and how you suggest we expedite the process (LOI or 
otherwise).

Calumet Project Participation (with ABB's):
ENA has verbally told them we will not participate in Calumet and the LLC 
term to get to execution has expired.
Upon release by Laura/Ben - need to send them formal notice under the PDA 
that we are withdrawing our notice of interest to participate in Calumet.

Going Forward:
We need to put the general terms in the proposal into a formal document.  
Letter of Intent authorizing us to take control of the development/site sales 
process at our expense - if they the deal unwinds we get reimbursed for our 
direct costs spent to further perfect/sell their sites.
Assess PERC's legal position with ABB (was it fraud or gross negligence that 
ABB failed to mention this problem they've known about for 10 years?).
Authorization/indemnification from PERC to negotiate with ABB to grant 
contract concessions that will benefit Enron Canada as subsequent owner.
Enron Canada will likely be involved as lead negotiater with ABB - who in 
legal will work with ENA/Enron Canada on this ?

Timing:  
Enron Canada - To meet their 2001 schedule we need to have legal 
authorization to engage ABB by early-July.
"Pitch Book" - In its current form includes Calumet/Torrence we need 
authorization from PERC - Bruce is expecting to begin circulation by week of 
July 10th.
EPC contractors -  They bid Calumet using ABB, and we want them to re-bid for 
LM 6000's.  Need authorization from PERC (July 14th or sooner) with cost 
coverage provisions, since the EPC contractors are likely to want to charge 
us $50-$100k to re-bid the deal.