Here tis
---------------------- Forwarded by Kay Mann/Corp/Enron on 03/08/2001 09:19 
AM ---------------------------


Kay Mann
01/03/2001 09:03 AM
To: Sheila Tweed/HOU/ECT@ECT, Barton Clark/HOU/ECT@ECT, Dale 
Rasmussen/HOU/ECT@ECT, Alan Larsen/PDX/ECT@ECT, Karen E Jones/HOU/ECT@ECT, 
Jeffrey T Hodge/HOU/ECT@ECT, Barbara N Gray/HOU/ECT@ECT, Bob 
Carter/HOU/ECT@ECT, Stuart Zisman/HOU/ECT@ECT
cc:  

Subject: TURBOPARK STUFF/CA Development I and II notice of exercise of 
purchase option

I am working on a deal to move TurboPark equipment into Enron owned LLC's, 
with a simultaneous sale of  80% of the equity to a third party.  This deal 
is supposed to close by Jan 15, so I'm getting a crash course on TurboPark 
and how to get stuff out of it during the early phase.  I thought I would 
share what I'm learning, if nothing else as a form of therapy.

Attached to the email is what I believe to be the proper form of notice to 
take something out of TurboPark.  Five to fifteen business days' notice is 
required.

There will be other documents involved as well:

Bill of Sale
Assignment and Assumption Agreement
UCC releases, if applicable (UCC filings are made on all delivered equipment)

I suspect a consent by the equipment seller may also be required.  More to 
come on this one.

As I learn more about the process I will keep you advised.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 01/03/2001 08:52 
AM ---------------------------


Kay Mann
01/03/2001 08:28 AM
To: Fred Mitro/HOU/ECT@ECT, Ben Jacoby/HOU/ECT@ECT, Rebecca 
Walker/NA/Enron@Enron, Kathleen Carnahan/NA/Enron@Enron
cc: Catherine Clark/HOU/ECT@ECT, Lisa Bills/Corp/Enron@ENRON, Roseann 
Engeldorf/Corp/Enron@ENRON 

Subject: CA Development I and II notice of exercise of purchase option

I am attaching a revised draft notice of intent to exercise the purchase 
option for the equipment for the CA transactions. We need two separate 
notices - one for CA I and one for CA II.  Ben/Fred/Rebecca, could you please 
prepare a draft of the two exhibits?
 
Lisa/Catherine/Rose, I revised the form of notice to make it track the 
participation agreement and the development and construction management 
agreement.  

I've tentatively dated the notice as of this Friday.  By my calculations, 
Monday is our drop dead date since a waiver of the 5 day period is not an 
option, and the deal dies if not closed by the 15th.  

Ben mentioned that I should be drafting a "release letter" for the banks 
and/or DevCo. It would be a big help if someone could point me to the section 
in the documents which set forth the requirements of the release, since I'm 
still wading through it all and haven't found the relevant language yet.  
Also, please advise of the results of the conference call which you had with 
the lenders (?) and/or their lawyers regarding the issue.

I am working on the assignment and assumption agreement.


Thanks,

Kay