Re: SPA- Comments

---------------------- Forwarded by Kay Mann/Corp/Enron on 02/04/2001 07:06
PM ---------------------------

Fred Mitro@ECT
02/01/2001 08:41 AM
To: Kay Mann/Corp/Enron@ENRON
cc:

Subject: Re: SPA- Comments

Kay:

I don't see a problem with reaching agreement on one form (Kendall LLC) and
then duplicating it for the Titan project if we transact on both.

I am expecting a call this morning from PSEG's developer to discuss site
visit(s) and the due diligence binder(s). I believe that they are serious on
moving forward on the Kendall project. I will determine their interest in
transacting on the Titan project.

Since we are not asking for any money down, I would like to be able to keep
marketing the sites until the transaction closes.

It is still unclear to me how the closing would go on this deal. Would they
sign the SPA and wire the money simultaneous with our signing over the LLC
member interests or would these events occur on two different dates? Let me
know how you see it happening. It seems to me that we could make it all
happen at one time.

On the NRG call, I am waiting to hear back from NRG. Based on my discussions
with them yesterday, Friday is looking like a tough day for the call (Ben is
unavailable in the afternoon and the NRG guys are travelling in the
morning). Either it will happen Friday afternoon without you/Ben (commercial
issues only) or we will set it up for Monday.

Fred

Kay Mann@ENRON
01/31/2001 07:42 PM
To: Fred Mitro/HOU/ECT@ECT
cc:
Subject: Re: SPA- Comments

Fred,

If we have the same purchaser for both, it would be a lot easier to agree to
the form, then duplicate it. Do you see any problem with this? I will have
to have the electronic form emailed to me, then I can make the changes. I
brought the hard copy, but I don't have access to the electronic form. Have
they indicated if they want to go forward with this, or are they still
kicking tires? I need to set priorities, so it would help to know what's
most important, especially since I'm on the road. Do we want to continue
marketing the sites during the time period between signing and termination?
I don't think 3 weeks would be a problem after signing. No TurboPark!!!

On the issue of the conference call Friday, I have a meeting with the
customer which starts in the am, then I'm on the road. Monday would be 1000
times better, if this is at all possible. In that won't work, I will have
more details about timing of my Friday meeting tomorrow.

Thanks,

Kay