Subject: FW: Turbopark Notices and Documents for Delta Turbine Sale
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked], [email-masked], [email-masked]
Date: Mon, 16 Apr 2001 10:41:00 -0700 (PDT)

Carlos, I have a bunch of comments and questions on the below.  I have copied 
Herman Manis on this since he wasn't part of your distribution and I want him 
to read what the sales plan is to insure that he is comfortable with it and 
that it agrees with what the originators and legal folks have been telling 
him.

Re your email intro:  1.  The amount owed to E-Next does not need to be 
included in this Notice.  It must be included in the second notice we must 
provide to E-Next for the purchase.  We refer to it as the Prepayment 
Notice.  2.  I don't understand the flow of the sales process for this deal.  
My last understanding was that it was to be handled like the CA Development 
sale.  In that deal, my understanding is that ENA assigned its purchase 
option to CA Dev.  The sale of the LLC originally owned by ENA was sold to CA 
Dev prior to the $$ flowing to E-Next for the purchase of the equipment.  CA 
Dev put the $$ in escrow first then we issued the purchase notice.  Please 
advise if this was not the case and why ENA is the entity purchasing the 
equipment in this deal.  Has accounting and the originator agreed on the 
accounting treatment this transaction will receive based on the sale 
process/flow of $$ described below?

Notice of Intent to Purchase:  1.  Since CA Development was completed, the 
form of the Notice has been changed to be more detailed with respect to the 
underlying financing:
  This letter will serve as written notice to the Administrative Agent that 
(1) the Development and Construction Manager under the Development and 
Construction Management Agreement dated as of December 15, 2000, among E-Next 
Generation LLC, the Developer Subsidiaries from time to time parties thereto, 
and Enron North America Corp., as Development and Construction Manager (as 
such terms are define in such agreement), has designated [name of purchaser 
and state of incorpation], as its designee pursuant to Section 6.1(a) of such 
Development and Construction Management Agreement, and (2) [purchaser] 
intends to purchase the Specified Option Property listed (and as defined) in 
Exhibit 1 attached hereto.  The applicable purchase date shall be [insert 
date].

The Notice should be signed by ENA with Consent provided by Salmon Energy LLC 
as purchaser.

These documents in draft form should be approved by CSFB/Milbank prior to us 
sending the Notice.  When the Notice is sent, the execution copies of all 
documents associated with the purchase should also be sent to the appropriate 
parties.  Sending one package is the most expedient method and most likely to 
have the documents executed in the five business days that we need.  Rose 
Engeldorf can provide you with the information you need for whom to send it 
to.

Exhibit 1 to Notice to Purchase:  As noted above, item 5 can be deleted in 
this Notice.  In item 6, please spell out the parties involved in the 
Agreement in Principle as "the foregoing parties" can be interpreted to 
include WestLB as stated in the May 12, 2000 turbine purchase agreement.  As 
we all know, they are not a party to the Ag in Principle.  Also, Kay had been 
talking with Rose about perhaps changing the AIP to become a change order to 
the existing LM6000 master turbine purchase agreement.  Is this happening?  
If so, won't this change this description in every schedule to these purchase 
agreements?

Assumption & Assumption Agreement:  This Schedule 1 should mirror the 
Schedule 1 in the Bill of Sale.  In Schedule 2, please add an attention line 
to Shazia Sarker, CSFB , Phone 212 325 9935.

Bill of Sale:  In first paragraph, please correct E-Next's name.  There 
should not be a "I" at the end of it.  Also, insert "the" before the 
definition of "Developer".  Schedule 1 needs to have the same changes made as 
I discussed above under Notice of Intent to Purchase.

UCC-3s:  Not part of your package but a required document for releasing the 
equipment from E-Next to Salmon.  Rose can help you insure that these are 
created.

Please provide your comments to the above group along with the next draft of 
documents, which should probably be ready for review by CSFB/Milbank.

 -----Original Message-----
From:  Sole, Carlos  
Sent: Friday, April  13, 2001 11:48 AM
To: Engeldorf, Roseann; Mann, Kay; Bills, Lisa; Clark, Catherine
Subject: Turbopark Notices and Documents for Delta Turbine Sale 

In connection with the required Turbopark notices and documents related to 
the turbine sale to Delta, attached for your initial review and comment are 
drafts of the initial notice to CSFB, an assignment and assumption agreement 
and a bill of sale.  Three of the turbines being sold derive from the May 
2000 agreement with GE and one of the turbines being sold derives from the 
April 3, 2001 "Agreement in Principle" with GE.  Please note, if possible, we 
would prefer not to identify what amount is owed by E-Next on the turbines 
(this impacts the purchase price section in the exhibit on the initial 
notice).

Lastly, as a background refresher, ENA is effectively selling 4 turbines to 
Delta Power as follows.  ENA presently owns 100% of Salmon Energy LLC.  Delta 
is going to place in escrow the monies owed on 4 turbines (as well as ENA's 
profit on the transaction) and after such escrow deposit, ENA will then 
proceed with the submittal of the CSFB notice and execution of the assignment 
and assumption agreement and bill of sale.  After these steps have occurred, 
then ENA will sell 80% of its interest in Salmon to Delta Power.  At some 
future date, ENA's remaining 20% interest in Salmon will be transferred to 
Delta.

Thank you and please call me with any questions.

Carlos Sole'
Senior Counsel
Enron North America Corp.
1400 Smith Street
Houston, Texas 77002-7361

(713) 345-8191 (phone)
(713) 646-3393 (fax)