FYI.
---------------------- Forwarded by Kay Mann/Corp/Enron on 11/14/2000 12:19 
PM ---------------------------
From: Cheryl Lipshutz@ECT on 11/14/2000 11:59 AM
To: Roseann Engeldorf/Corp/Enron@ENRON
cc: Ben Jacoby/HOU/ECT@ECT, Brett R Wiggs/SA/Enron@Enron, 
fporto@andrews-kurth.com, Gina Karathanos/Corp/Enron@Enron, Jordan 
Mintz/HOU/ECT@ECT, Kay Mann/Corp/Enron@Enron, Lisa 
Alfaro/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT@ENRON, Lisa 
Bills/Corp/Enron@ENRON, Mary Cilia/NA/Enron@Enron, Mary 
Kimball/NA/Enron@Enron, Matthew F Gockerman/HOU/ECT@ECT, "Mark Thurber" 
<MTHURBER@skadden.com>, Nancy Muchmore/NA/Enron@Enron, Peter N 
Anderson/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT@ENRON, pseve@andrews-kurth.com, 
Sheila Tweed/HOU/ECT@ECT, Tammy Brennig/NA/Enron@Enron, "ROB TAYLOR" 
<TAYLR@andrews-kurth.com> 

Subject: Re: Important - Second Closing - LM6000s  

Please keep me updated as well on the expected timing for bringing the LM 
6000s into the new So American structure.  It needs to be done soon in order 
to attract the club banks by year end.  Thanks!



	Roseann Engeldorf@ENRON
	11/14/2000 11:54 AM
		 
		 To: Brett R Wiggs/SA/Enron@Enron, Ben Jacoby/HOU/ECT@ECT
		 cc: "ROB TAYLOR" <TAYLR@andrews-kurth.com>, Lisa Bills/Corp/Enron@ENRON, Kay 
Mann/Corp/Enron@Enron, Lisa Alfaro/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Tammy 
Brennig/NA/Enron@Enron, Mary Kimball/NA/Enron@Enron, Mary 
Cilia/NA/Enron@Enron, Cheryl Lipshutz/HOU/ECT@ECT, Peter N 
Anderson/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, "Mark Thurber" 
<MTHURBER@skadden.com>, Jordan Mintz/HOU/ECT@ECT, fporto@andrews-kurth.com, 
pseve@andrews-kurth.com, Gina Karathanos/Corp/Enron@Enron, Kay 
Mann/Corp/Enron@Enron, Sheila Tweed/HOU/ECT@ECT, Mary Kimball/NA/Enron@Enron, 
Matthew F Gockerman/HOU/ECT@ECT, Nancy Muchmore/NA/Enron@Enron
		 Subject: Important - Second Closing - LM6000s

Ben and Brett -

I do not know your target timing to move the LMs; however, you need to be 
aware that funding from the bank structure to pay for them requires that we 
go through a full second closing process.  It may take several days to pull 
together all the documents and information needed for this closing - we will 
have to deliver Brazil counsel opinions, Cayman counsel opinions, another A&K 
opinion and deliver a multitude of other corporate and security documents too 
boring to list here. 

So - as soon as:

1)  the break-out contract is ready; 

2) GE is on board; and 

3) ESA, ENA and WLB have signed off on the purchase option transfer 
document(s) (which must include Matt,  Mary Kimball and Mary Cilia 
sign-off),  

we can finalize the "second closing" docs for the bank - we have already 
started on them, but it will take a focused effort to finish them and receive 
all signatures necessary.  

Ben and Brett must let Rob Taylor of A&K - at 713-220-4436 know when the 
above items are complete - he will need to coordinate with the team to push 
for final docs.

Lisa Alfaro - will you please coordinate with Rob Taylor at the above number 
and Frederico Porto at A&K in Dallas at 214-659-4447 on the Brazil-based 
issues? 
 
I also ask that Ben and Brett be available to the deal team to consult and 
answer questions as necessary.

I am going to be out of town for a week on another year-end deal and will 
check my voice mails regularly.   My assistant, Melba Trevino at 835-7664 
will have my contact details.

Please call Rob, me or Tammy (345-3870) with any questions.


Rose