Mark,

I've reviewed the fax sent yesterday with the Proposed Conditions to Special 
Use for Livingston Energy Center.  Is Titan Land Development the Owner?  Will 
it be necessary for Titan to make the escrow payment prior to exercising the 
relevant land options and the commencement of construction?

I do not know whether these agreements and/or the making of the deposit would 
impact the balance sheet treatment, but I understand from Fred that we are 
not concerned about the balance sheet treatment for this project.

Kay




"Gershon, Mark A. - CHI" <Mark.Gershon@piperrudnick.com> on 10/04/2000 
12:29:24 PM
To: "'kay.mann@enron.com'" <kay.mann@enron.com>, "'rusty.stevens@enron.com'" 
<rusty.stevens@enron.com>, "'fred.mitro@enron.com'" <fred.mitro@enron.com>
cc: "Townsend, Christopher J. - CHI" <chris.townsend@piperrudnick.com>, "Way, 
Karen S. - CHI" <karen.way@piperrudnick.com> 

Subject: Livingston County Approval Issues - ISSUES FOR TODAY

As you know we are scheduled to appear before the Livingston County Zoning
Board of Appeals ("ZBA") tomorrow evening for initial approval of the
Livingston Energy Center (the "Facility").  Assuming, we receive a vote to
approve the Facility, the ZBA will be approving the Conditions of Approval
of the Special Use sent out yesterday for everyone's final approval and
sign-off.   Please note that we have incorporated into these conditions the
stormwater management conditions, township and county highway roadway
conditions, and other matters. If there are any changes or modifications to
these conditions, our ability to incorporate may be limited if they are not
received by 4pm today.  Of course, if necessary, we will attempt to make
modifications after that time.  

It is possible based on on-going negotiations with the County and our
neighbors that additional changes may be required today or tomorrow.  We
will of course contact you immediately if that occurs.  If you have any
questions, please do not hesitate to call or email Karen or me.  Thanks.

Mark A. Gershon
Piper Marbury Rudnick & Wolfe
Phone:   (312) 368-2127
Fax:   (312) 630-5338
Mark.Gershon@PiperRudnick.com
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