----- Forwarded by Sheila Tweed/HOU/ECT on 11/28/2000 05:52 PM -----

	John Schwartzenburg@ENRON_DEVELOPMENT
	11/27/2000 08:44 PM
		 
		 To: Roseann Engeldorf/Corp/Enron@ENRON, Sheila Tweed@ECT, Karen E Jones@ECT
		 cc: Dick Westfahl/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Peter 
Nassab/Corp/Enron@Enron, gene.larson@nepco.com, john.gillis@nepco.com, 
david.lund@nepco.com, John G Rigby@ENRON_DEVELOPMENT, Keith 
Marlow/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Vicki Sharp@EES
		 Subject: URGENT: Draft Turbo Park EPC contract comments

I attach legal comments  produced by David Lund and myself over the holiday 
to the Turbo Park EPC  Draft No. 3 sent to us last week.  I also attach the 
clean and compared forms of the Turbo Park contract on which we based our 
comments and a chart of the proposed Turbo Park structure. I understand that 
these documents are intended to be confidential and are not to be shared with 
third parties, including vendors, subcontractors,  or other counterparties.

For the benefit of the EECC and NEPCO people who have not been involved in 
the discussions yet, Turbo Park is intended to be a "9710 compliant 
off-balance sheet financing structure" that would allow not only equipment 
purchases but also project construction to be financed and executed 
off-balance sheet.  The form EPC will be to some extent pre-approved by the 
lenders for use with the Turbo Park facility.

 Although EECC/NEPCO are just now getting involved, I understand that the 
Turbo Park team needs to get some level of sign-off on the EPC by this 
Friday, presumably so that they can finalize  their documentation with the 
banks.   The degree of sign-off and the ability to make changes after that 
sign-off is unclear  to me, but at this point I am not aware of any 
particular construction project that the form must be made to fit by Friday. 
[I have not  been provided with any forms of attachments, and suspect that 
none need to be produced by this Friday. Roseann or Sheila, could you find 
out from your teams if this is the case?]

Larry Izzo has asked that Peter Nassab have John Rigby get involved in the 
review of the attached contract, and that Dick Westfahl be made aware of the 
matter since NEPCO will be the contractor for these projects as a general 
rule.  David Lund has asked that Gene Larson look it over for NEPCO.  I 
suggest that you start with the attached comments before you launch into the 
drafts themselves.

We are  arranging a meeting with ENA and Enron Global Finance to coordinate 
discussion of these comments, any additional comments from EECC and NEPCO, 
and what EECC and NEPCO should expect from the Turbo Park project in the near 
term, and will get back to you as soon as this is arranged. With any luck at 
all, this effort will lead to a standard from not ionly for use with Turbo 
Park, but also for general use between EECC/NEPCO and ENA, and thereby 
significantly reduce transactions costs and time going forward.

Roseann and Sheila, please forward this as appropriate to your respective 
team members and let us know when you have had a chance to digest the changes.

1. EECC/NEPCO legal comments


2. Turbo Park Draft No. 3 Compared to last Pastoria Contract


3. Clean Turbo Park Draft No. 3 



4 Draft Turbo Park Structure Chart