Give a read and then a call to discuss the notice and the timing of the 
purchase.  Thanks, Lisa
---------------------- Forwarded by Lisa Bills/Corp/Enron on 12/22/2000 12:03 
PM ---------------------------


KWiemer@milbank.com on 12/22/2000 06:19:11 AM
To: lisa.bills@enron.com
cc: jonathan.cody@csfb.com, roseann.engeldorf@enron.com, mmckay@velaw.com, 
LHarris@milbank.com, DMichalchuk@milbank.com, KWiemer@milbank.com 

Subject: E-Next Gen/Purchase of Property




Lisa - The notice under 6.1(a) of the DCMA for Property to be purchased out 
of the facility should specify simply: 

1.????? The proposed Applicable Construction Purchase Date (between 5 and 15 
Business Days after the date of the notice).? By my count we don't have 5 BDs 
left in the year.? If you want to do by year end you will need a waiver.

2.????? The Specified Option Property - which should be described with 
sufficient specificity for the Developer to prepare a legally sufficient 
quitclaim deed or bill of sale and assignment pursuant to 7.1 of the DCMA, 
and the party owning the property (Developer or Developer Subsidiary or 
other).? For your purposes now, this should be fairly straightforward - we 
will be doing just a Bill of Sale and an assignment.? Serial numbers, 
location and any other information for positive identification of any 
equipment should suffice, and as to contract rights that is just a reference 
to the appropriate contract(s) and the rights to be assigned thereunder (if 
not all).? In future, this element will be driven by the type of Property you 
are taking out. 

3.????? Designate the amount of Project Costs Attributable to the Specified 
Option Property.? Note that this works hand in hand with the voluntary 
prepayment section under the PA, Section 2.1G for Phase I.? I assume you're 
in LIBOR right now, so you need to give a minimum 3 B.D. notice of 
prepayment, and it is irrevocable. You might as well incorporate the notice 
of prepayment into the Purchase Option Exercise Notice.

The Developer will need to produce and deliver a Bill of Sale and an 
assignment based on the information you provide, so please copy me on the 
information you send to CSFB.? 

I have not had an opportunity to discuss this with Jon (generally or about 
the waiver issue) or anyone else, so please go ahead and start on the notice 
with the knowledge that there may be further comment and a requirement for 
further information.? Why don't you produce one version that includes a 
request for a waiver of the 5 Business Day requirement and an "acknowledged 
and consented to" signature line for CSFB as Admin Agent.? As you suggested 
on the phone, it may be worthwhile to produce a form for this kind of 
notice.? Let's consider doing that after the first of the year so we can be 
sure to anticipate all that must be included. There may be other items we 
want to establish a form or precedent for too, depending on what features of 
the facility you see Enron using frequently. 

Let's speak about this early today, obviously. And we must be sure we have 
enough Business Days left in the year to pull this off - LIBOR Business Days 
would be the only problem I could imagine, I'm just unable to check that 
right now.

Talk to you soon, I'll be in the office by 9 or 9:30.? And why did it take 
you so long to get active on this facility? Such a nice credit and you just 
let it sit there for days! 

Cheers, Karl 

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