Louise,
 
You probably already know this?
 
Don

-----Original Message----- 
From: Calger, Christopher F. 
Sent: Tue 11/20/2001 4:46 PM 
To: Miller, Don (Asset Mktg) 
Cc: Clark, Catherine 
Subject: RE: Saguaro



Earliest is first week in December, but overall deal is at risk - they are having consent issues due to QF Status.  Basically, this acquisition puts NRG's interest up to 65%; NSP owns 64% of NRG but has 90% of the voting shares.  If you count the 64% ownership, NSP is below 50% and OK.  If you consider the 90% then NSP is over 50% and the QF is bust.

Our counsel (LaBeuf) didnot see a problem with this, but apparently they are the only firm that will give a good opinion.  The bank's counsel has set up an informal FERC meeting.  If the FERC staffers nod approval - we can get it done.  If not, we have a probem. Our original solution to this potantial problem was to sell them the loan, but this looks a little difficult for NRG to swallow in light of our now infamous innovative financing structures.

Chris Calger 
503-464-3735 

 -----Original Message----- 
From:   Miller, Don (Asset Mktg)  
Sent:   Tuesday, November 20, 2001 2:21 PM 
To:     Calger, Christopher F. 
Cc:     Clark, Catherine 
Subject:        Saguaro 

Chris, 

Any update on the scheduled closing for Saguaro? 

Thanks, 

Don