---------------------- Forwarded by Kay Mann/Corp/Enron on 08/14/2000 12:24 
PM ---------------------------


Roseann Engeldorf
08/14/2000 11:23 AM
To: Kay Mann/Corp/Enron@Enron
cc:  
bcc: 

Subject: Turbines Galore

Rob made some changes in the e-mail I sent last Friday.  He put the info 
about the Assignment and Assumption Agreement in para. 2 and used more 
defined terms from the ADA.

I think we can use the same A&A agreement to notify WestLB of our intent to 
assign the P.O. and give notice as to the closing date.  However, the current 
form of A&A agreement has sig. blocks for only ENA and WestLB.  Seems like 
you need a sig. for the assuming party!  Particularly since that party is 
purporting to give notice to WestLB of its intent to pay the purchase price!



Rose


To effectuate the movement of turbines out of the WestLB LM6000 structures 
the following needs to take place:



1) ADA - Assignment of the Purchase Option.  On at least 5 (five) days notice 
to WestLB, ENA will assign the Purchase Option for the subject equipment and 
ancillary agreement to the purchasing entity.  This assignment (the 
"Assignment")  must release the Lessor (WestLB)  from all its obligations 
under the Turbine Purchase Agreement with respect to the subject equipment 
and ancillary agreements.  This means that GE Packaged Power (a division of 
GE) and other vendors must release WestLB from its obligations with respect 
to the subject equipment and contracts.  (Kay - Could this be done by an 
amendment to the scheduled equipment under the various agreements between 
WestLB and the various vendors? Rose - I believe so, along with entering into 
the new contracts reference in 3))  

The assignment agreement to effect this is explained below and can be 
prepared by Kay, Rose or Rob.

2) ADA - Closing of the Purchase Option.  WestLB requires at least 5 (five) 
days written notice of the exercise of the purchase option and  this notice 
can be included in the Assignment and Assumption Agreement.   The purchase 
price for the subject equipment and agreements will be the "Termination 
Amount" as defined in the ADA, as allocable to the subject equipment and 
contracts.  This amount is equal to the sum of i) the aggregate outstanding 
amount of the Advances, plus ii) any Transaction Expenses then due and owing. 
plus iii) all accrued amounts due on any Lessor Yield or Facility Fee, plus 
iv) any amounts owed for any costs reasonably incurred by the Lessor with 
respect to the subject equipment and contracts.  The particular amounts of 
the foregoing costs and fees allocable to the subject equipment and contracts 
should be determined in coordination with Lisa Bills and Humberto Cubillos.

The Assignment and Assumption Agreement  used to consummate the Purchase 
Option is attached as Exhibit G to the ADA and can be prepared by Kay, Rose 
or Rob.  It needs to be executed by ENA, ENA's Designee as assignee and 
WestLB.  A detailed list of the equipment and contracts being assigned must 
be prepared by the assignee and attached to the assignment. 


3) Assignment under the Turbine Purchase Agreement.  The Purchaser (WestLB) 
under the Turbine Purchase Agreement (the "Turbine Contract") may assign a 
portion of its rights and obligations under the Turbine Contract to an 
affiliate of ENA without the Seller's consent.  Kay has structured the 
Turbine Contract to allow the assignee to enter into separate purchase 
agreements with GE Packaged Power for the equipment being assigned.   The 
documents to transfer title of the equipment from WestLB (in the case of 
equipment that is already fabricated) and  to replace ENA with another 
business unit on the purchase agreement should be prepared by the business 
unit attorneys involved in the transfer, based on a form of contract which is 
very similiar to the Master Purchase Agreement. (Rose - the assignee/new 
owner needs to step into the turbine contract even if title has  passed to 
WestLB, as there are lots of rights (warranty, indemnity) the new owner needs 
to have.  It seems to me that you would transfer title in the assignment, 
then step into the remainder of the other rights in the new contract - a/k/a 
facility agreement.  Then you delete the assigned equipment from the Master 
Agreement.)

 The tax specialists from both ENA and the acquiring business units should be 
advised as to the planned date of title transfer.  

 Same generally holds true for the ABB transformers, except that the 
assignment to an Enron SPV may require a form of security.