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Enron Mail |
Comments on above agreement:
Has Herman Manis or an ENA transaction support person read this agreement and signed off? 1.B. - Realistically, ESA will not be ready to execute their ESA Option by November 12th. We are negotiating w/ WestLB to extend our facility until Dec. 31, 2000. 1.C. - The ESA Option Consideration does not read like an "option payment" nor do the amounts look like option premiums. This section needs to be vetted with ENA and ESA transaction support to insure that there are no problems. Our normal option requirements with vendors may not be required here since internal and all assets already off balance sheet. 1.C. - As the WestLB facility is currently drafted, ESA would have to provide us their "purchase option election" by tomorrow, Oct. 12th. I am having that extended in the current Nov. 12 maturity deal until 5 - 10 days before Nov 12th. WestLb has not agreed to this yet. The purchase date can be 5 days after we provide notice of purchase under the WestLB facility, but no later than Nov.12 currently. In any case, ESA must give ENA notice no later than our required notice date and doesn't have to, at this point, provide money and purchase the equipment 5 days thereafter. Just explaining the deal so you know what leeway there is for negotiating the purchase date. 1.D. - Conflicts with language in 7. I thought the arrangement was that as soon as ESA purchased the equipment from ENA, new purchase contracts drafted to take ENA out of the agent loop for those assets. In ESA's deal, they will be the Agent of the equipment on behalf of the SPV/Owner. 2.A & B. - The GE Change Order and ABB Change Order as defined don't describe the actual turbines and transformers, do they? I thought the Change Orders were for ancillary equipment. 3.A.2. - To clarify, add "paid to ABB" after "option premiums". 3.B.3. - Insert a "." at end of section. 4. - Delete. This is not an option for ESA any longer. 7. - See 1.D. above. Regards, Lisa From: Ben F Jacoby @ ECT 10/11/2000 09:43 AM Sent by: Ben Jacoby@ECT To: Lisa Bills/Corp/Enron@ENRON cc: Subject: ESA Option Agreement Lisa: Please review the attached draft at your earliest convenience. Thanks. Ben
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