Kay:

I just spoke with Bill Blumenthal (our HSR expert).  He and Paul Hastings'
HSR expert have traded voice mails exchanging information, but have not yet
spoken.  Bill says that Delta is apparently relying on the "ordinary course"
exemption, which may be fine if all the LLC wants to do is hold turbines for
re-sale.  If the LLC works on development of a power plant, the analysis
would be different.  In any event, Bill agrees that the only safe thing to
do is provide now for the possible requirement to file later.

Prior to speaking with Bill, I also spoke with Greg Lang.  He agrees that we
should provide now for the possible requirement to file later.  He again
asserted that since this is "Enron's structure," Enron should agree to bear
50% of any filing fee.

Steve Thome indicated earlier today that Enron may be willing to bear half
of the filing fee.  Under current regulations, the filing fee will be $45k
if, at the time the put/call is exercised, the assets have a fair market
value of $50-100 million, and the filing fee will be $125k if, at the time
the put/call is exercised, the assets of the LLC have a fair market value of
$100-500 million.

Please let me know whether to advise Greg that Enron will accept
responsibility for half the filing fee.  Thank you.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>





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