Enron Mail

From:ranabir.dutt@enron.com
To:gareth.bahlmann@enron.com, joel.ephross@enron.com
Subject:Condor and sale of Powder/Wind
Cc:shonnie.daniel@enron.com, gerald.nemec@enron.com, taylr@andrews-kurth.com,katie.stowers@enron.com
Bcc:shonnie.daniel@enron.com, gerald.nemec@enron.com, taylr@andrews-kurth.com,katie.stowers@enron.com
Date:Thu, 10 Aug 2000 04:50:00 -0700 (PDT)

Gareth:

As you know we are in the process of selling the Powder and Wind River
Assets. To consumate the transaction with NB, we are going to:

Powder River

- Sell PR-B LLC's 99.99% B ownership interest in ECT-PR LLC
- Sell PR-Z LLC's 0.01% A ownership interest in ECT-PR LLC

Since Condor owns 99.99% of B Shares in PR-B, I would presume that, PR-B can
go ahead and sell the shares (subject to the right price) as long as it gets
Condor's consent; i.e. Condor will not be a signatory to the Purchase and
Sale Agreement with NB. PR-B would also have to get consent from ENA who is
the other 0.01% owner of PR-B LLC, but that is no problem.

Wind River

- Sell WR-B LLC's 99.99% B ownership interest in ECT-WR LLC
- Sell WR-Z LLC's 0.01% A ownership interest in ECT-WR LLC

Since Condor owns 99.99% of B Shares in WR-B, I would presume that, WR-B can
go ahead and sell the shares (subject to the right price) as long as it gets
Condor's consent; i.e. Condor will not be a signatory to the Purchase and
Sale Agreement with NB. WR-B would also have to get consent from ENA who
is the other 0.01% owner of WR-B LLC, but that is no problem.

I attach the diagram. I would appreciate your confirmation (or lack of it)
of my understanding.

Thanks

Ranabir