Message-ID: <25623073.1075845939378.JavaMail.evans@thyme> Date: Mon, 25 Sep 2000 09:38:00 -0700 (PDT) From: kay.mann@enron.com To: dan.lyons@enron.com Subject: Re: FCEL Cc: mark.haedicke@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: mark.haedicke@enron.com X-From: Kay Mann X-To: Dan Lyons X-cc: Mark E Haedicke X-bcc: X-Folder: \Kay_Mann_June2001_3\Notes Folders\Sent X-Origin: MANN-K X-FileName: kmann.nsf Gentlemen, I've recently become involved in the "cell sale" side, meaning the transaction to sell the Fuel Cell equipment cells to CRRA. I've met the Fuel Cell folks, but have not met anyone with CRRA yet. Currently, I'm preparing a letter of intent for Enron/CRRA for the purchase/sale of the cells, have a development agreement prepared by outside counsel to review, and need to come up with a draft purchase agreement for FCE to review. I'll make sure Dan is in the loop on as much of that as he cares to read. I've heard a rumor of an issue regarding the authority of CRRA to purchase the equipment (perhaps relating to the use of bond money for the purchase), but haven't come up to speed on that issue yet. I would like to chase down that issue some more before a loud alarm is sounded, however. I'll get a grasp on the hearing protocol, as I know Dave is very interested in that aspect of the process. Kay Dan Lyons@ECT 09/25/2000 03:23 PM To: Mark E Haedicke/HOU/ECT@ECT cc: Kay Mann/Corp/Enron@Enron Subject: Re: FCEL With respect to the laundry list Dave D sent you: 1. Press Releases-the press release has not yet been prepared, but a first draft was worked up by FCEL's consel. Cle Dade and I are going to look at it with respect to what we think it should say, but have not yet done so. 2.Term Sheet -I will send you a draft of the most recent term sheet I am aware of by separate email..I believe they are in discussions with FCEL on that draft, but nothing has been signed. 3.Disclosure Discussions-I will also send you under separate email the initial draft of the "talking points" for the disclosure discusison. It is new and has not been discussed internally yet. 4.Contracts-Initial drafts of the documents for the purchase of the equity have been drafted and we await comments from FCEL's counsel. Kay Mann is handling the "State" side of the deal and I request Kay by copy of this memo to advise you on what the status of any dealings with the state might be. 5.Regulatory Filings-There will be no filings required with respect to the purchase of the equity, unless we have to file a Sched. 13D, which will depend upon the timing of the option vesting. My gut reaction is that we will probably need to file the 13D, but it is a routine filing. I do not know what will be required in terms of hearings in the state process and again request Kay to please advise us on that. It seems to me thay we should get a little farther along before we meet with the team on this, but I defer to your judgment. Let me know what you want to do. Dan Mark E Haedicke 09/25/2000 02:31 PM To: Dan Lyons/HOU/ECT@ECT cc: Subject: FCEL Dan, please prepare a list of items you think I should sign off on and then set up a meeting where we can review that list with the whole team. Mark ----- Forwarded by Mark E Haedicke/HOU/ECT on 09/25/2000 02:29 PM ----- David W Delainey 09/22/2000 06:32 PM To: Janet R Dietrich/HOU/ECT@ECT, Ozzie Pagan/HOU/ECT@ECT, Heather Kroll/HOU/ECT@ECT, Charles Vetters/HOU/ECT@ECT, Jeffery Ader/HOU/ECT@ECT cc: Cliff Baxter/HOU/ECT@ECT, Mark E Haedicke/HOU/ECT@ECT, Jeff Donahue/HOU/ECT@ECT, Greg Whalley/HOU/ECT@ECT, Steven J Kean/NA/Enron@Enron Subject: FCEL Guys, I have spoken to Cliff and Mark and we are comfortable moving forward under the structure we have discussed. FCEL: - $5MM in equity and 1.3MM warrants from corporate treasury stock that vest based upon 60MW of orders; - discussion with FCEL in which we disclose ALL infromation we have about the potential Conn. deal - I will require that myself and Mark be on that call; - the transaction is fully press released immediately. CRRA: - subject to final due diligence on the development risks, we provide the management and wrap for CRRA on the potential fuel cell development opportunity that consists of between 25 and 50 MW; - any appropriation of funds from the government will require DPUC hearing at which we will fully disclose in a factual manner our interest in FCEL. I will require that Mark Haedicke manage this process and sign off on all press releases, term sheets, disclosure discussions, contracts and regulatory filings. I believe that we have this managed appropriately as long as we manage the process as per the script and in a factual manner. Thanks Delainey