RE: Wind Company

We need to get this done. What other resources do you need to get this dea=
l done.

-----Original Message-----
From: =09Umanoff, Adam =20
Sent:=09Monday, November 19, 2001 10:53 AM
To:=09Horton, Stanley
Subject:=09RE: Wind Company

My apologies - I obviously misunderstood the message from last week. I sho=
uld have called you to discuss before firing off my memo. We are doing eve=
rything possible to accelerate cash and reduce expenses in the short-term, =
including financing our Dutch blade facility. We are working to put in pla=
ce a bank line for working capital, although that will take a bit of time t=
o arrange. We are also working to defer vendor payments over the next seve=
ral weeks. Our key focus remains getting IMI/Clear Sky closed. Our deal t=
eam is in Columbus, Ohio meeting with AEP this week and our goal is to get =
a PSA signed with AEP by month end, then complete the project and close the=
sale and term financing in December! I met with one of AEP's senior guys =
in Abilene last week - but for credit concerns over Enron Wind and Enron, h=
e continues to say all the right things about the project purchase. Next st=
ep is to sign the PSA. Adam

From:=09Stanley Horton/ENRON@enronXgate on 11/19/2001 07:45 AM CST
To:=09Adam Umanoff/EWC/Enron@ENRON
cc:=09Tod A Lindholm/ENRON@enronXgate=20

Subject:=09RE: Wind Company

Quite frankly I am getting tired of memos like this! There has not been a =
decision not to provide short-term liquidity for Enron Wind. If there was =
I would have called. Enron is in the midst of a liquidity crisis. I need =
the support of the entire team as does Enron to help us get through this. =
I need you to see the bigger picture and to think of ways that Wind can hel=
p. I need cost reductions, improved cash flow and SUPPORT.

Thank you!

-----Original Message-----
From: =09Umanoff, Adam =20
Sent:=09Friday, November 16, 2001 8:30 PM
To:=09Horton, Stanley
Subject:=09Wind Company

While I understand that the Wind Co is clearly a "non-core" asset for Enron=
, I am very concerned about the apparent decision in Houston not to provid=
e short-term liquidity for our operations (I have heard that the wind co is=
on its own for cash going forward). While I am probably more eager than a=
nyone to have the Wind Co regain its financial independence, I can not do i=
t overnight and am worried about the potentially devasting impact which a l=
ack of short-term capital will have on our business and, quite directly, th=
e value of this asset to Enron.

As you know, our lenders on IMI/Clear Sky have refused to fund a construct=
ion loan (they will not take Enron equity bridge risk) - this construction =
loan was the most important piece of our working capital/cash funding for Q=
4. AEP and its lenders on IMI/Clear Sky are also expressing serious concer=
n about the Enron warranty guaranty (we will likely have to reserve cash to=
secure our warranty obligations, further exacerbating our cash position). =
FPL and AEP have in essence put on hold their deals with Enron Wind pendin=
g some clarity on how Enron's liquidity difficulties may affect Enron Wind.=
AEP has gone as far as saying the Enron Wind is probably BK without worki=
ng capital support from Enron, and are understandably asking why should the=
y be comfortable with our performance risk? Our European vendors, still mi=
ndful of Tacke's bankruptcy in 1997, are extremely concerned about our fina=
ncial condition. And a number of our counterparties who owe us money but a=
re also owed money by Enron affiliates are seeking to set-off those obligat=
ions. While I will have better numbers over this weekend, without the IMI/=
Clear Sky construction loan, I will need between $30-35mm through the end o=
f the year (until the AEP sale closes) in order to meet our working capital=
needs. Without that support, I can almost guaranty you I will not be able=
to sell IMI/Clear Sky to AEP and am worried about our short-term financial=
survival. =20

Stan - this clearly has serious implications for the value of Enron Wind an=
d our sales effort. I am meeting again with my finance team (such as it is=
) over the weekend and on Monday morning. I will set up some time with you=
on Monday or Tuesday to discuss. I know there is no desire to support the=
Wind Co medium to long-term, but a decision to cut us off now could be fat=
al. =20

Adam=20