Message-ID: <17586276.1075845894837.JavaMail.evans@thyme> Date: Tue, 12 Dec 2000 23:34:00 -0800 (PST) From: eric.boyt@enron.com To: stuart.zisman@enron.com Subject: Re: Austin Energy Amendments Cc: billy.lemmons@enron.com, james.ducote@enron.com, warren.schick@enron.com, patrick.maloy@enron.com, mike.coleman@enron.com, kay.mann@enron.com, jeffrey.keenan@enron.com, ben.jacoby@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: billy.lemmons@enron.com, james.ducote@enron.com, warren.schick@enron.com, patrick.maloy@enron.com, mike.coleman@enron.com, kay.mann@enron.com, jeffrey.keenan@enron.com, ben.jacoby@enron.com X-From: Eric Boyt X-To: Stuart Zisman X-cc: Billy Lemmons, James I Ducote, Warren Schick, Patrick Maloy, Mike Coleman, Kay Mann, Jeffrey Keenan, Ben Jacoby X-bcc: X-Folder: \Kay_Mann_June2001_3\Notes Folders\Lm6000 X-Origin: MANN-K X-FileName: kmann.nsf I agree with Stuart regarding the preference for the Assignment, Bill of Sale and Conveyance. It is a little confusing as to why AE, who was a party to the original Participation Agreement, is not a party to a change in that agreement. This being said, the Conveyance, in my opinion, is cleaner and has a better chance of being executed in a timely manner, which is the essence of the property tax issue. This is probably very minor, but do we need to address any equipment that has not been purchased to date? Jeff, what have not we purchased yet? Regards, Eric From: Stuart Zisman@ECT on 12/12/2000 05:36 PM To: Eric Boyt/Corp/Enron@Enron, Billy Lemmons/Corp/Enron@ENRON, James I Ducote/HOU/ECT@ECT, Warren Schick/Corp/Enron@ENRON, Patrick Maloy/HOU/ECT@ECT, Mike Coleman/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Kay Mann/Corp/Enron@Enron cc: Subject: Austin Energy Amendments In response to the attached email, I told Hal that I would prefer the Assignment, Bill of Sale and Conveyance. To me, that is easier and cleaner (a tax auditor would likely be more comfortable with a simple document that unconditionally demonstrates conveyance of title). It is also consistent with our discussion of the other day (except now ENA is conveying the remaining interest in Enron Sandhill Limited Partnership (which actually makes sense)). Please provide any comments that you might have ASAP. Stuart ----- Forwarded by Stuart Zisman/HOU/ECT on 12/12/2000 05:32 PM ----- "Haltom, Hal" 12/12/2000 05:21 PM To: cc: Subject: Austin Energy Amendments Attached are two approaches to transferring title from ENA, as contractor, to Austin Energy and Sandhill, as owner, to the equipment and other materials to be incorporated into the project. I believe either approach works. 1. Assignment, Bill of Sale, and Conveyance. This document transfers title from ENA to Austin Energy and Sandhill in the percentages that they own the facility under the Participation Agreement. It would be executed only by ENA. 2. Second Amendment to EPC Contract. I have added a new paragraph 4 to the existing proposed Second Amendment to EPC Contract. This paragraph amends Section 7.8(a) of the EPC Contract to provide that title passes when the owner pays ENA for the equipment but no later than December 15, 2000. Please let me know which approach you believe would be preferable. Thanks, Hal. <> <> - Second Amend.doc - Asmt, Bos, Con.doc