Message-ID: <838557.1075842606776.JavaMail.evans@thyme>
Date: Thu, 10 Aug 2000 04:50:00 -0700 (PDT)
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
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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