Another Fort Pierce memo.

K-
---------------------- Forwarded by Kathleen Carnahan/NA/Enron on 05/16/2001 
04:57 PM ---------------------------


Barton Clark@ECT
05/16/2001 04:54 PM
To: Fred Mitro/HOU/ECT@ECT
cc: Rusty Stevens/Corp/Enron@ENRON, Kathleen Carnahan/NA/Enron@Enron, Lisa 
Bills/Enron@EnronXGate, Roseann Engeldorf/Enron@EnronXGate 

Subject: Ft. Pierce Attached Files

I sent you and Kathleen the memo I sent to Rusty about confidentiality 
provisions in the FPUA/FPRP project documents.

In regard to disclosure on Deal Bench, I think you  need to consider 
carefully the confidentiality restrictions in place under binding agreements 
that restrict ENA's ability to disclose contracts and other information and 
the need to keep certain of the attachments to the E-Mail that Rusty sent you 
confidential. 

There are binding confidentiality provisions in place with almost every 
counterparty to the executed and proposed to be executed Fort Pierce project 
documents, some with exceptions that would permit disclosure to potential 
assignees/transferees, some without such exceptions. A systematic review of 
the confidentiality provisions in force to ascertain the scope of the 
confidentiality restrictions needs to be completed before Deal Bench 
disclosure, and to my knowledge that has not taken place. Also be advised 
that the Fort Pierce Development Agreements are not negotiated to finality or 
signed, and I am concerned that such disclosure at this time - if FPUA 
learned of it - could result in the deal never being signed and/or a 
potential purchaser being misled about the terms of the FPUA/FPRP 
transaction. 

Apart from the foregoing considerations, I have asked that the opinions and 
certificates attached to the E-Mail Rusty forwarded to you be kept strictly 
confidential. They will change, and there are matters in the certificates 
that we don't want advertised to FPUA, on Deal Bench, or otherwise.

Finally, I am not aware of the scope of ENA's confidentiality obligations in 
cases when it is negotiating documents in its capacity as agent for E-Next 
Generation LLC. By copy hereof, I'm requesting Lisa Bills and Rose Engeldorf 
advise us if there are such restrictions that would limit disclosure to 
potential purchasers independent of the other confidentiality restrictions 
referred to above.

In short, before any documents are disclosed to third parties via Deal Bench, 
these matters need to be resolved, and I frankly am too busy right now trying 
to get the deal with FPUA signed to make the review my priority. Perhaps we 
should start by having Kathleen take a look at the provisions in the various 
executed FPRP documents to catalog the various restrictions applicable to the 
proposed Deal Bench disclosure?

----- Forwarded by Barton Clark/HOU/ECT on 05/16/2001 03:32 PM -----

	Rusty Stevens@ENRON
	05/16/2001 12:15 PM
		 
		 To: Fred Mitro/HOU/ECT@ECT
		 cc: Ben Jacoby/HOU/ECT@ECT, Barton Clark/HOU/ECT@ECT, Ron 
Tapscott/HOU/ECT@ECT
		 Subject: Ft. Pierce Attached Files

Attached below are the latest docs. on Fort Pierce.  Please note that we are 
still awaiting some final comments from FPUA's attorney and Turbopark, but 
these should be very close to final form.  We should have all comments back 
and be in final form in a week to ten days if you want to wait to put the 
docs. into Deal bench.

Bart sent this e-mail out in response to Lisa Bill's request for a 
comprehensive list of all documents.  I think the only document missing is 
the FMPA steam agreement where we can use their units on an interruptible 
basis when they are not using them.  Please note that some of the documents 
are not for parties outside of Enron are confidential legal opinions.



---------------------- Forwarded by Rusty Stevens/Corp/Enron on 05/16/2001 
12:07 PM ---------------------------


Barton Clark@ECT
05/15/2001 06:45 PM
To: Lisa Bills/Enron@EnronXGate, Roseann Engeldorf/Enron@EnronXGate, Herman 
Manis/Enron@EnronXGate, Catherine Clark/Enron@EnronXGate
cc: David Fairley/Enron@EnronXGate, Mathew Gimble/HOU/ECT@ECT, Jennifer 
Bagwell/Enron@EnronXGate, Rusty Stevens/Corp/Enron@ENRON, Jeffrey 
Keenan/HOU/ECT@ECT, Mike Coleman/Enron@EnronXGate, Scott 
Churbock/NA/Enron@ENRON, tculwell@akllp.com 

Subject: Ft. Pierce Attached Files

As requested today, attached are the latest drafts of the FPUA/FPRP 
Development Agreements to be executed by FPUA and FPRP and the Tax and 
Aesthetics Agreements to be executed by the City of Fort Pierce and FPRP  ( 
to be delivered to FPRP at the execution of the other Development Agreements 
by FPUA). It may be helpful to open the Execution Date Deliveries document 
first to give you a checklist of the documents, and a rundown on permits. If 
you need an update on permitting, I will have to ask Scott and Jeffrey to 
help with that discussion. Note that the Equipment Lease for the chillers, 
the Equipment Lease for the cooling towers, and the Option to Lease for the 
cooling tower site ( and the Ground Lease, which will be appended to the 
Option to Lease) are in the process of being drafted now, and I will 
distribute them as soon as they are ready. DO NOT DISTRIBUTE THIS MEMO OR THE 
ATTACHED MEMO FROM A & k TO FPUA OR ANYONE OUTSIDE ENRON, AS THE CERTIFICATES 
TO BE DELIVERED IN CONNECTION WITH THE OPINIONS ARE STRICTLY CONFIDENTIAL TO 
FPRP/ENRON.

In connection with our meeting Friday, a couple of other points worth noting 
are (1) Section 9.2 (c) of the Participation Agreement, added as a 
placeholder when the thought was to have a dump condenser and when its 
location was unknown,will be deleted, (2) references in Exhibits D and E to 
the dump condenser/system will be removed, references in Exhibit  D 
describing the FPRP Improvements will add references to the cooling tower and 
chillers, and references in Exhibit E to the demin system will remain. 

There are additional comments received from FPUA and its insurance 
consultants after preparation of the attached draft of the Participation 
Agreement , all of which have been blessed by David Marshall, that will be 
addressed in the next draft. 

We also know that the legal description and plot plan of the leased parcel in 
the Ground Lease will change to reflect the extension of the parcel 30' to 
the east, certain easements in favor of FPUA and FPRP described in the Ground 
Lease and the Easement Agreement will be affected by the extension,and we 
should have those descriptions and plans for the lease parcel description and 
affected easements tomorrow. 

We also have internal input from David Fairley ( Interconnection & 
Transmission), Mike Coleman ( Section 3.12, O & M, Annual Heat Rate Test ), 
Jeffrey Keenan ( Tolling and Interconnection & Transmission Agreement), and 
Rusty/Ron Tapscott ( Section 9.3, Participation Agreement, Transmission 
Upgrades Responsibilities) that needs to be reflected. 

Finally, note that the proposed FPRP and ENA legal opinion, and related FPRP 
Certificate, is being discussed by Rose with E-Next counsel, and we 
understand those documents will change based on those discussions.

As noted today, FPUA will give us its comments on the documents delivered to 
them on 5/9 this Friday, but we don't expect those comments to be material. 
We also don't expect there to be much discussion about the items noted above 
to be added to the last drafts seen by FPUA, except possible with respect to 
the Equipment Leases and Option to Lease, which will be new documents they 
have to review. 
----- Forwarded by Barton Clark/HOU/ECT on 05/15/2001 06:06 PM -----

	"Zimmerman, Gina" <ginazimmerman@akllp.com>
	05/15/2001 04:59 PM
		 
		 To: <barton.clark@enron.com>
		 cc: "Culwell, Todd" <toddculwell@akllp.com>
		 Subject: Ft. Pierce Attached Files


Bart,

Attached is the revised Execution Date Deliveries Chart and the most
recent versions of all A&K draft documents as indicated on the chart.

Please advise if I may be of further assistance.

Sincerely,

Gina G. Zimmerman
Legal Secretary
Andrews & Kurth L.L.P.
4200 Chase Tower
600 Travis
Houston, Texas  77002
713-220-4460
713-220-7273 (Fax)
ginazimmerman@akllp.com

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Thank you.
 <<Ad Valorem Tax Agreement.DOC>>  <<Aesthetic Agreement.DOC>>
<<Affidavit of Ownership.DOC>>  <<Certification from FPRP to Katz
Kutter.DOC>>  <<Certification from FPUA to Katz Kutter.DOC>>  <<Easement
Agreement (comprehensive).DOC>>  <<Execution Date Deliveries.DOC>>
<<FPRP Managing Member Certificate.DOC>>  <<Ground Lease.DOC>>
<<Interconnection and Transmission Agreement.DOC>>  <<Operation and
Maintenance Agreement - Version 22.DOC>>  <<Opinion of Counsel to City
of Ft. Pierce.DOC>>  <<Opinion of ENA & FPRP.DOC>>  <<Opinion of Fee,
Koblegard.DOC>>  <<Opinion of Katz Kutter.DOC>>  <<Short Form Ground
Lease.DOC>>  <<Tolling Agreement - v. 21.DOC>>  <<v10 Participation
Agreement (NEW).DOC>> 
 - Ad Valorem Tax Agreement.DOC
 - Aesthetic Agreement.DOC
 - Affidavit of Ownership.DOC
 - Certification from FPRP to Katz Kutter.DOC
 - Certification from FPUA to Katz Kutter.DOC
 - Easement Agreement (comprehensive).DOC
 - Execution Date Deliveries.DOC
 - FPRP Managing Member Certificate.DOC
 - Ground Lease.DOC
 - Interconnection and Transmission Agreement.DOC
 - Operation and Maintenance Agreement - Version 22.DOC
 - Opinion of Counsel to City of Ft. Pierce.DOC
 - Opinion of ENA & FPRP.DOC
 - Opinion of Fee, Koblegard.DOC
 - Opinion of Katz Kutter.DOC
 - Short Form Ground Lease.DOC
 - Tolling Agreement - v. 21.DOC
 - v10 Participation Agreement (NEW).DOC