Subject: Put Option Value + Payment to be made by Condor
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked]
Date: Mon, 15 May 2000 08:45:00 -0700 (PDT)

Danny:

As you can see from the table below (I have also attached the worksheet)  the 
Adjusted Estimated Value is (for both projects) $72 mm, however the appraised 
value is $76 mm.  When the Trust exercises the Put Option, does PR-C/WR-C (or 
Condor) have to give the Trust $76 mm (i.e. the appraised FMV) or can we just 
give the Adjusted Estimated Value of $72 mm and be done with it.

Can ENE pay the interest accrued on the Notes and Certificates or do they 
have to be paid by Condor/PR-C/WR-C?
With regards to the ongoing Equity Obligation -- can ENE take on that 
responsibility or does it have to be Condor?

Cris, 

from an accounting perspective do you have any concern.  I would like ENE to 
pay the interest and the ongoing equity obligation, if possible, as it would 
reduce the interest/expenses that we have to pay to Condor.  However, I do 
want to achieve the overall objectives, which are (1) keep the assets 
off-balance sheet, (2) not create a negative funds-flow; and (3) maintain 
flexibility from a FAS 66 perspective in our sale to Northern Border.

Katie:

Could you find out the Ongoing Equity Obligations on ENE's portion for Powder 
(which I presume is none, but would like it reconfirmed) and Wind?

Thanks

Ranabir