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Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Kay Mann X-To: Karen E Jones X-cc: X-bcc: X-Folder: \Kay_Mann_June2001_1\Notes Folders\All documents X-Origin: MANN-K X-FileName: kmann.nsf I'll send you the final doc's so we can discuss. I generated the forms, then finance and the banks commented on the forms. Kay Karen E Jones@ECT 01/23/2001 12:49 PM To: Kay Mann/Corp/Enron@ENRON cc: Subject: Re: TURBOPARK STUFF/CA Development I and II notice of exercise of purchase option Hi Kay. How are things?? I'm trying to educate myself (always a scary proposition) on moving equipment out of TurboPark, since hopefully we will have the need to do that soon for Pastoria. Any further thinking on the whole topic beyond what you've provided below? Like where I can find forms of the B of S and Assignment docs? And, did you do the docs, or does finance (I kind of assume we take the laboring oar on all of these, but thought I'd see what your experience proved to be). Please give me a ring when convenient. Thanks. Kay Mann@ENRON 01/03/2001 07:03 AM To: Sheila Tweed/HOU/ECT@ECT, Barton Clark/HOU/ECT@ECT, Dale Rasmussen/HOU/ECT@ECT, Alan Larsen/PDX/ECT@ECT, Karen E Jones/HOU/ECT@ECT, Jeffrey T Hodge/HOU/ECT@ECT, Barbara N Gray/HOU/ECT@ECT, Bob Carter/HOU/ECT@ECT, Stuart Zisman/HOU/ECT@ECT cc: Subject: TURBOPARK STUFF/CA Development I and II notice of exercise of purchase option I am working on a deal to move TurboPark equipment into Enron owned LLC's, with a simultaneous sale of 80% of the equity to a third party. This deal is supposed to close by Jan 15, so I'm getting a crash course on TurboPark and how to get stuff out of it during the early phase. I thought I would share what I'm learning, if nothing else as a form of therapy. Attached to the email is what I believe to be the proper form of notice to take something out of TurboPark. Five to fifteen business days' notice is required. There will be other documents involved as well: Bill of Sale Assignment and Assumption Agreement UCC releases, if applicable (UCC filings are made on all delivered equipment) I suspect a consent by the equipment seller may also be required. More to come on this one. As I learn more about the process I will keep you advised. Kay ---------------------- Forwarded by Kay Mann/Corp/Enron on 01/03/2001 08:52 AM --------------------------- Kay Mann 01/03/2001 08:28 AM To: Fred Mitro/HOU/ECT@ECT, Ben Jacoby/HOU/ECT@ECT, Rebecca Walker/NA/Enron@Enron, Kathleen Carnahan/NA/Enron@Enron cc: Catherine Clark/HOU/ECT@ECT, Lisa Bills/Corp/Enron@ENRON, Roseann Engeldorf/Corp/Enron@ENRON Subject: CA Development I and II notice of exercise of purchase option I am attaching a revised draft notice of intent to exercise the purchase option for the equipment for the CA transactions. We need two separate notices - one for CA I and one for CA II. Ben/Fred/Rebecca, could you please prepare a draft of the two exhibits? Lisa/Catherine/Rose, I revised the form of notice to make it track the participation agreement and the development and construction management agreement. I've tentatively dated the notice as of this Friday. By my calculations, Monday is our drop dead date since a waiver of the 5 day period is not an option, and the deal dies if not closed by the 15th. Ben mentioned that I should be drafting a "release letter" for the banks and/or DevCo. It would be a big help if someone could point me to the section in the documents which set forth the requirements of the release, since I'm still wading through it all and haven't found the relevant language yet. Also, please advise of the results of the conference call which you had with the lenders (?) and/or their lawyers regarding the issue. I am working on the assignment and assumption agreement. Thanks, Kay
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