RE: AEW's backup

Thank you. =20

On the SDEC:=20
this is no longer an '02 play. To keep it as an '03 play three things need=
to happen:
(1) we need to move our application for an Unusual Use Permit from the juri=
sdiction of the Community Zoning Appeals Board ("CZAB") to the Board of Cou=
nty Commissioners. The CZAB is a parochial board that is stacked with NIMB=
Y's. We have been doing our assessment of the communities and after weeks =
of investigation we have concluded that if we go before the CZAB, we feel w=
e will be facing sudden death. However, if we go before the County Commiss=
ioners, we will have a very good chance of success. The vehicle we propose=
to use to change the jurisdiction is something called an Application of Ve=
sted Rights. As I understand it, (I'm getting info on this today), this is =
a statement that says that a property owner is being prevented from any use=
of his property. This application needs to be submitted to the county bef=
ore June 6th, the date of our CZAB hearing.=20
(2) we will need to negotiate an arrangement with Dade County Department of=
Environmental Resources Management ("DERM") who is responsible for ensurin=
g that the land fill be closed. They have been pushing the owner of the pr=
operty to initiate the closure work. The land owner, Certrosa Holdings, i=
s a single asset company and the sole owner lives in Venezuela. If we wer=
e not in the picture, I believe Certrosa Holdings would most likely default=
on the obligation to close the landfill leaving the county to clean it up =
(at $3 to 4 million). To keep this as an '03 play we will need to get DERM =
to agree to post pone the closure proceedings for at least a year and we wi=
ll need provide some assurances that if we do exercise the option and get i=
n the chain of title that we would assume the obligation to close the landf=
ill. We may need to initiate this conversation in the next 2 to 3 weeks.
(3) we will need to extend the Option Agreement which expires on September.=
The strike price for this property is approximately $1.3 million and we p=
aid $200,000 for a 9 month option last October (when the rules were soft co=
sts could not exceed 5% of the total project cost of $175 million). Based =
on the success of (1) and (2) above, we may need to initiate this discussio=
n in the next 2 to 3 weeks as well.

On the Medley - Dunn discussions:
As you know, when Ann Elizabeth and I left the the Dunns, last month, they =
had two deal breakers: (a) they wanted a committment on our part that we wo=
uld pay a certain amount of taxes to the town and not go for a tax abatemen=
t. (we said the taxes and any arrangement we make with the town would not =
involve the Dunns) (b) they wanted us to assume all past and present enviro=
nmental liabilities. We said no to both conditions and halted discussions.=
I have heard from the real estate agent representing the Dunns that they =
are considering giving on both these items. If we structured an arrangemen=
t where we did a phase 2 environmental assessment during a 60 to 90 day "du=
e diligence" period (rather than in an option period or under a 90 day leas=
e), gave both parties the chance to opt out of the deal based on the result=
s of the phase 2; and, we change the agreement back to the way it was in th=
e last Andrew & Kurth draft which was silent on the issue of historical en=
vironmental liability and liability from environmental problems that arise =
in the future but are not the result of our operations. Would this arrange=
ment give us adequate protection and give us the right to sue if necessary =
to have the Dunns or any other responsible party help pay for any clean up?=
If this is something we can work with, we need to have a conversation wit=
h the Dunn's attorney. What do you think?

=20

-----Original Message-----
From: =09Mann, Kay =20
Sent:=09Wednesday, May 23, 2001 11:03 AM
To:=09Krause, Greg
Subject:=09RE: AEW's backup

Greg,

You can call me on whatever you have, including Midway, SDEC and Medley Dun=
n. If I have a problem getting to something, I'll find help.

Kay

From:=09Greg Krause/ENRON@enronXgate on 05/23/2001 10:50 AM
To:=09Kay Mann/Corp/Enron@Enron
cc:=09=20

Subject:=09RE: AEW's backup

Kay,

Ann Elizabeth did not provide a designated hitter for the South Dade Energy=
Center (Dade Development Company LLC is Optionee, Certosa Holdings is Opti=
onor) nor did she provide one for tne Medley Dunn project. I have been tol=
d that the Dunns are considering backing off their ultimatums that they gav=
e Ann Elizabeth and I regarding taxes to the town and assumption of envirom=
ental liability. Who do I talk to about the Dunn contract while Ann Elizab=
eth is out? =20
-----Original Message-----
From: =09White, Ann Elizabeth =20
Sent:=09Tuesday, May 22, 2001 10:33 PM
To:=09gkrause@enron.com; Krimsky, Steven; Ben Jacoby/HOU/ECT@ENRON; Carnaha=
n, Kathleen
Cc:=09Milligan, Taffy
Subject:=09AEW's backup

Kay Mann is the designated hitter for the Pompano and Deerfied projects whi=
le I'm on vacation. I've given her a down load of the status of Greg and S=
teve's projects. Chris Boehler at A&K will be the designated hitter for Mi=
dway. I'm not going to check my voice mail while I'm gone but, if necessar=
y, here are the contact numbers while I'm gone.

Walter and Marlena Schilling=09=09011-49-8218-89351=09schilling.jun@freenet=
.de

Monika and Bernhard Steinacher=09011-49-8232-8932=09m.steinacher@schwabmuen=
chen.de

If you call, Walter and Bernhard and Bernhard's daughter, Susanne, speak ve=
ry good English. Monika's isn't bad. Marlena may get flustered and hang u=
p on you.

Best of luck at Deerfield and hope to see Pompano on track when I get back =
in the office on June 11th. Kay is planning on going to Florida on June 12=
for the moratorium hearing and the rezoning hearing.