Subject: RE: Lost Creek Conversion Checklist
From: [email-masked]
To: [email-masked], [email-masked], [email-masked], [email-masked], [email-masked]
Cc: [email-masked], [email-masked]
Date: Fri, 16 Jun 2000 03:01:00 -0700 (PDT)

Sean,

There are restrictions on ECT-WR-B pledging its interest in Lost Creek LLC.

ECT-WR-B is a limited purpose company and cannot act except as provided in the
purposes section of its LLC Agreement (Section 2.04). This section does not
permit it to pledge any of its assets.

An identical provision was contained in the LLC Agreement of ECT-PR-B in the
Powder River deal.  We amended the ECT-PR-B LLC Agreement in December 1999 to
permit a pledge to BankBoston pursuant to the project documents. Enron
determined not to amend the ECT-WR-B LLC Agreement in the same way because it
was anticipated that a pledge would not be required until after the B Interest
financing had been paid off.

If a pledge of the assets of ECR-WR-B is now required, we will need to amend
its LLC Agreement, which will require the consent of the Class B Member.
Before June 30, 2000 this is the Wind River trust, and consequently the
consent of the noteholders and certificateholders will be required. After June
30, 2000 (as I understand it) the Class B Member will be the Condor trust
vehicle.

Please give me a call if you want to discuss this.

Danny

>===== Original Message From "Sean Bunk" <[email-masked]> =====
>Attached please find a draft of the closing checklist for the Lost Creek
conversion from construction loan to term loan.
>
>Please feel free to call me at (713) 220-4427 if you have any questions or if
I may be of assistance.
>
>Danny and David:
>
>Are there any restrictions on the ability of ECT-WR to pledge its member
interest in Lost Creek LLC?
>
>Sean

Daniel Sullivan
Andrews & Kurth L.L.P.
Level 16, City Tower
40 Basinghall Street
London EC2V 5DE
Tel: +44 20 7382 0550
Fax: +44 20 7614 0012