Mark & Vicki:  Attached is a brief e-mail from one of my partners in SF about 
a possible LeBoeuf engagement in CA that I did not think would create any 
issues, but which I just wanted to run by you in light of the entire CA 
situation.  I also wanted to make sure that US Windpower is not affiliated 
with Enron Wind.  Essentially, we would be representing a court appointed 
trustee sought by a number of project lenders that desire to cause the sale 
of an independent wind power facility since those lenders have not been 
paid.  I assume that the lenders have not been paid since PG&E has failed to 
make power purchase payments to the project owner.  My understanding is that 
we would only become involved if the lender group is successful in having a 
trustee appointed and that we would not be involved in any dispute or 
proceedings relating to the appointment of the trustee.  We would handle the 
transactional work resulting from the sale of the project to a third party 
buyer.  At this point, I would not see us handling any litigation against 
PG&E.  I would circle back with you first if we were asked to do this to make 
sure that, at such time,  it did not create any problems.  Could you let me 
know whether you have any concerns with this representation?  As usual, 
thanks for your consideration.  John

"This e-mail, including attachments, contains information that is 
confidential and it may be protected by the attorney/client or other 
privileges.  This e-mail, including attachments, constitutes non-public 
information intended to be conveyed only to the designated recipient(s).  If 
you are not an intended recipient, please delete this e-mail, including 
attachments and notify me by return mail, e-mail or by phone at 212 
424-8125.  The unauthorized use, dissemination, distribution or reproduction 
of the e-mail, including attachments, is prohibited and may be unlawful.

John Klauberg
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
212 424-8125
jklauber@llgm.com
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Date: Tue, 03 Apr 2001 19:00:16 -0400
From: "BENNETT G. YOUNG" <BYOUNG@LLGM.COM>
To: "JOHN G KLAUBERG" <JKLAUBER@LLGM.COM>
Subject: US Windpower
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John,

As we discussed, we have been asked to represent Susan Uecker as the proposed 
receiver for Windpower Partners 1989 Limited Partnership, a California 
limited partnership.  Windpower Partners operates a windpower electrical 
generation facility in Altamont Pass, California.  The general partner of 
Windpower Partners is US Windpower, Inc.  The plant is operated by FORAS 
Service Corporation.  As far as I can tell, US Windpower is not an Enron 
entity.

The project lenders are State Street Bank as indenture trustee for Household 
Commercial; John Hancock Mutual Insurance; Cigna; Connecticut General; Life 
Insurance Co. of North America; Ohio National Life Assurance; and Southern 
Farm Bureau Annuity.  I understand that the lenders are owed $40 million.

As I understand it, the lenders want to have a receiver appointed for the 
project, with the receiver directed to sell the project.  A receiver takes 
possession of property on behalf of the Court and holds it subject to the 
Court's direction.  The receiver is, and must remain, a neutral party.  The 
receiver is entitled to retain counsel, with counsel paid out of the 
receivership assets.  I frequently represent Ms. Uecker in these kinds of 
matters, and was told that the lenders encouraged her to retain us in this 
matter.

In California, to appoint a receiver, the lender sues the borrower and files 
a motion to have the Court appoint a receiver.  Thus, the lender and borrower 
litigate the issue of whether a receiver should be appointed, and the 
receiver does not get involved unless and until the Court has ruled in the 
lenders' favor.

As I understand it, the lenders want the receiver to market the project.  
Thus our role would be to (i) make sure the receiver remains neutral, and 
(ii) to handle documenting and closing the sale.  I would not anticipate any 
significant litigation with the borrower or the lenders, unless the borrower 
refused to comply with the Court's order directing it to turnover possession 
of property to the receiver.

The borrower undoubtedly is a creditor of PG&E.  I was told that the lenders 
do not want the receiver to go after PGE at this time, but view that as an 
issue for the buyer.

Please let me know if you have any concerns with us undertaking this 
representation.

Ben Young