Enron Mail

From:kay.mann@enron.com
To:kathleen.carnahan@enron.com
Subject:SPA: Illinois Project Entities
Cc:
Bcc:
Date:Wed, 24 Jan 2001 09:32:00 -0800 (PST)

FYI. No action required.
---------------------- Forwarded by Kay Mann/Corp/Enron on 01/24/2001 05:32
PM ---------------------------


Fred Mitro@ECT
01/24/2001 05:26 PM
To: Kay Mann/Corp/Enron@Enron
cc: Rusty Stevens/Corp/Enron@ENRON, Ben Jacoby/HOU/ECT@ECT

Subject: SPA: Illinois Project Entities

Kay:

As we discussed, I have been working with a counterparty interested in
purchasing one or both of ENA's Illinois development project LLC's. The
counterparty is listed below:
PSEG Americas Development Company, L.L.C.
35 Waterview Blvd.
Parsippany, NJ 94105

The key points of the proposed transaction are:

1. The transaction would be an outright purchase of 100% of the member
interests in one or both of the following project entities:

Kendall New Century Development, L.L.C.
Titan Land Development Company, L.L.C.

2. The purchase price of 100% of the member interests would be:

Kendall New Century Development, L.L.C.: $3,000,000.00
Titan Land Development Company, L.L.C.: $6,000,000.00

Lisa Mellancamp was the ENA attorney who handled the CA between ENA and PSEG
before Christmas. At the end of November, Lisa engaged Corey Brown at
Bracewell & Patterson to handle the preparation of a draft Securities
Purchase Agreement in conjunction with our discussions with Coastal Power.
Corey prepared a draft SPA based upon an option to purchase structure, but
Coastal Power backed away from the transaction in early December.

I have received a letter from PSEG Power LLC indicating their interest in
proceeding with a transaction in the near future. I will forward you a copy
of this letter for your records. They have verbally indicated that the
Purchase Price(s) of $3 MM and $6 MM respectively, are acceptable to them.

I believe that this is the appropriate time to bring you into the process and
transfer things from Lisa to yourself. Please call me to discuss the SPA
once you have reviewed the appropriate documents. I will be in Chicago
tomorrow. I can be reached by cell at (713) 412-4612 or leave me a
voicemail. I will be in the Houston office by noon on Friday.

Thanks,
Fred