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Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: "Townsend, Christopher J. - CHI" <chris.townsend@piperrudnick.com< X-To: "'kay.mann@enron.com'" <kay.mann@enron.com< X-cc: X-bcc: X-Folder: \Kay_Mann_June2001_1\Notes Folders\All documents X-Origin: MANN-K X-FileName: kmann.nsf Kay: This is the last Illinois ENA project that is currently "active." We have been informed that the Lake Calumet/Peoples Energy project is on hold indefinitely, pending acquisition of turbines by Peoples. From a legal perspective, the Great Plains Energy Center/Konicek/Kendall County matter likewise is on hold, pending commercial resolution of transmission constraint issues with Commonwealth Edison Company. However, as soon as the transmission issues are resolved, this project could move fairly quickly. If and when ENA decides to move forward with this matter, we envision that PMRW would provide legal counsel in the following areas: 1. Close on the Konicek property. ENA has on option on this property that expires December 15, 2001. Depending upon various commercial and operational issues, PMRW may also be asked to assist with closing on additional properties surrounding Konicek property. 2. Pursuant to the terms of the Annexation Agreement, annexation of the property to the City of Yorkville may occur when (a) ENA closes on the Konicek property; (b) the property is contiguous to the City; and © either (i) the County issues the final Certificate of Occupancy for the facility; or (ii) the Annexation Waiver Notice is delivered by ENA's development subsidiary to the City. The property currently is not contiguous to the City border. 3. Secure necessary environmental permits and approvals for pipelines, air emissions, water usage and water discharge. 4. Provide legal counsel associated with negotiating and implementing roadway and maintenance agreements. If ENA does not annex to the City of Yorkville and instead develops in the County, prior to issuance of the building permits, ENA will be required to finalize the terms of the Roadway Construction and Maintenance Agreements with Bristol Township. If the property is annexed to the City of Yorkville, ENA still has an obligation per the terms of the annexation agreement to repair/replace the damage resulting from construction of the facility. Typically, PMRW also provides legal counsel as needed during construction for implementing the terms of the Roadway Agreements. 5. Provide required legal assistance regarding construction activities. Typically, this involves securing building permits, certificates of occupancy, etc. 6. Per the terms of the Annexation Agreement, when at least 200 acres of area around the property is developed with industrial or commercial use, the City can create a special assessment district for roadway improvements along Corneils Road. Per Section 2(A)(E), the developer at that point is responsible for 10% or the cost of the roadways improvements or $300,000 whichever is less for all roadway assessments in the aggregate. PMRW would assist with all legal issues arising from the creation of the special assessment district and payments in to the fund. 7. Provide post-construction legal assistance to negotiate and secure the corporate guaranties for outstanding improvements. 8. Provide legal assistance securing the pipeline route and the accompanying easements. 9. Provide legal assistance in negotiation of a potential Assessment Agreement with the County and Township Assessors. Additionally, if the project is developed under the County's rules, it will be necessary to negotiate a similar agreement with the County Board of Assessment Review. Even if developed under the City's rules, it may be desirable to negotiate such an agreement with the County Board of Assessment Review. There also has been some internal discussion at ENA suggesting that this property might be sold. If ENA chooses such a strategy, PMRW would provide the legal support for the due diligence activities associated with the sale. As always, please do not hesitate to contact me (312-368-4039), Mark Gershon (312-368-2127) or Karen Way (312-368-2152) if you have any questions. Christopher J. Townsend Piper Marbury Rudnick & Wolfe 203 N. LaSalle Street Chicago, IL 60601 (312) 368-4039 (direct line) (312) 630-6300 (direct fax) christopher.townsend@piperrudnick.com ____________________________________________________________________________ The e-mail address and domain name of the sender changed on November 1, 1999. Please update your records. The information contained in this communication may be confidential, is intended only for the use of the recipient named above, and may be legally privileged. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication, or any of its contents, is strictly prohibited. If you have received this communication in error, please re-send this communication to the sender and delete the original message and any copy of it from your computer system. Thank you. For more information about Piper Marbury Rudnick & Wolfe, please visit us at http://www.piperrudnick.com/ ____________________________________________________________________________
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