Message-ID: <2579409.1075845947959.JavaMail.evans@thyme>
Date: Wed, 25 Oct 2000 09:29:00 -0700 (PDT)
From: kay.mann@enron.com
To: scott.healy@enron.com
Subject: Re: Purchase order
Cc: stephen.plauche@enron.com
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Scott,

Your question #2 raises a good point. My thought in bracketing the name is 
optionality.

I'm trying to be aware of potential balance sheet issues.  As you know, if 
this contract ends up in such shape that it can be construed as a committment 
to purchase equipment, we will need to cross the balance sheet bridge.  As 
far as I know, we have not ruled out that possibility, as well as the 
possibility that ENA or an affilate may be the EPC contractor, or somehow in 
the title chain. I was thinking that if we use an LLC we have the option to 
see .he equity in an LLC holding the contractual rights/obligations (for 
financing purposes or otherwise).  In that case, we may want to use an LLC 
instead of messing with an assignment later.

I am very interested in your insight concerning possible structures, and what 
we need to keep in mind.

Kay


   
	
	
	From:  Scott Healy @ ECT                           10/25/2000 10:05 AM
	

To: Kay Mann/Corp/Enron@Enron
cc: Stephen Plauche/Corp/Enron@Enron 

Subject: Purchase order

I will send you comments via e-mail periodically as I read sections.  Here 
are my comments thru Section 5.

1.  Shouldn't the agreement be in the name of ENA?
2.  Section 2.1--We should have the right to change the persons identified 
listed in Section 2.1 (a) & (b), particularly if we assign.  Do we need a 
procedure?
3.  Section 2.1 (d)--Shouldn't it just say "highway" as opposed to "major 
highway"?
4.  Section 2--Need to add the following concept.  90 days after RTO, 
Purchaser shall identify up to [5] primary or alternative sites for 
installation of the units (identification to include an expected 
configuration).  Upon 10 day notice, Purchaser shall have the right to 
substitute sites or change site configurations.  The project plans shall be 
based on the primary configurations identified by Purchaser.  4 months prior 
to shipment, Purchaser must identify the site where a unit must go.  At this 
point, the site is locked in for that unit.
5.  Section 3.3 (c)--insert "or as reasonably required to implement" after 
"as required by".
6.  Section 3.16--Add in concept of identified sites.  Timing of plans should 
coincide with site identification.
7.  Section 5.1.1--Incorprate concept that shipping per unit is based on the 
lesser of actual costs or $87,000 per unit.  I think that FCE agreed to this 
concept.
8.  Section 5.4--Why is "to be discussed" shown?  I thought that FCE agreed.