Lisa,

The previous draft of the notice just mentioned the assignment and assumption 
agreement, so I went generic with closing docs.  Happy to list them 
individually, however.  I live off of lists.

Kay




Lisa Bills
01/03/2001 02:17 PM
To: Kay Mann/Corp/Enron@Enron
cc: Fred Mitro/HOU/ECT@ECT, Ben Jacoby/HOU/ECT@ECT, Rebecca 
Walker/NA/Enron@Enron, Kathleen Carnahan/NA/Enron@Enron, Catherine 
Clark/HOU/ECT@ECT, Roseann Engeldorf/Corp/Enron@ENRON, Roger 
Ondreko/HOU/ECT@ECT 

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

Kay, in your letter you mention that a draft of the purchase agreement would 
follow.  You will need to provide the execution copies of the Purchase Option 
Assignment and Assumption Agreement and the Bill of Sale.  These should be 
noted in the Notice Letter.

As the letter is dated the 5th and I promised the bank the package of 
documents today for review (the release letter from the manufacturers being 
the one which will have the most comments), any e.t.a.?

Thanks, Lisa



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