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---------------------- Forwarded by Kay Mann/Corp/Enron on 01/02/2001 12:33 PM --------------------------- Lisa Bills 12/22/2000 12:03 PM To: Kay Mann/Corp/Enron@Enron cc: Subject: E-Next Gen/Purchase of Property Give a read and then a call to discuss the notice and the timing of the purchase. Thanks, Lisa ---------------------- Forwarded by Lisa Bills/Corp/Enron on 12/22/2000 12:03 PM --------------------------- KWiemer@milbank.com on 12/22/2000 06:19:11 AM To: lisa.bills@enron.com cc: jonathan.cody@csfb.com, roseann.engeldorf@enron.com, mmckay@velaw.com, LHarris@milbank.com, DMichalchuk@milbank.com, KWiemer@milbank.com Subject: E-Next Gen/Purchase of Property Lisa - The notice under 6.1(a) of the DCMA for Property to be purchased out of the facility should specify simply: 1.????? The proposed Applicable Construction Purchase Date (between 5 and 15 Business Days after the date of the notice).? By my count we don't have 5 BDs left in the year.? If you want to do by year end you will need a waiver. 2.????? The Specified Option Property - which should be described with sufficient specificity for the Developer to prepare a legally sufficient quitclaim deed or bill of sale and assignment pursuant to 7.1 of the DCMA, and the party owning the property (Developer or Developer Subsidiary or other).? For your purposes now, this should be fairly straightforward - we will be doing just a Bill of Sale and an assignment.? Serial numbers, location and any other information for positive identification of any equipment should suffice, and as to contract rights that is just a reference to the appropriate contract(s) and the rights to be assigned thereunder (if not all).? In future, this element will be driven by the type of Property you are taking out. 3.????? Designate the amount of Project Costs Attributable to the Specified Option Property.? Note that this works hand in hand with the voluntary prepayment section under the PA, Section 2.1G for Phase I.? I assume you're in LIBOR right now, so you need to give a minimum 3 B.D. notice of prepayment, and it is irrevocable. You might as well incorporate the notice of prepayment into the Purchase Option Exercise Notice. The Developer will need to produce and deliver a Bill of Sale and an assignment based on the information you provide, so please copy me on the information you send to CSFB.? I have not had an opportunity to discuss this with Jon (generally or about the waiver issue) or anyone else, so please go ahead and start on the notice with the knowledge that there may be further comment and a requirement for further information.? Why don't you produce one version that includes a request for a waiver of the 5 Business Day requirement and an "acknowledged and consented to" signature line for CSFB as Admin Agent.? As you suggested on the phone, it may be worthwhile to produce a form for this kind of notice.? Let's consider doing that after the first of the year so we can be sure to anticipate all that must be included. There may be other items we want to establish a form or precedent for too, depending on what features of the facility you see Enron using frequently. Let's speak about this early today, obviously. And we must be sure we have enough Business Days left in the year to pull this off - LIBOR Business Days would be the only problem I could imagine, I'm just unable to check that right now. Talk to you soon, I'll be in the office by 9 or 9:30.? And why did it take you so long to get active on this facility? Such a nice credit and you just let it sit there for days! Cheers, Karl This e-mail message may contain legally privileged and/or confidential information. If you are not the intended recipient(s), or the employee or agent responsible for delivery of this message to the intended recipient(s), you are hereby notified that any dissemination, distribution or copying of this e-mail message is strictly prohibited. If you have received this message in error, please immediately notify the sender and delete this e-mail message from your computer.
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