From: kay.mann@enron.com
To: roseann.engeldorf@enron.com
Date: 2000-11-14 13:56:00+00:00
Subject: Re: Assignment Provisions in GE Breakouts - Important

okey dokey


From: Roseann Engeldorf on 11/14/2000 01:46 PM
To: Kay Mann/Corp/Enron@Enron
cc:  

Subject: Assignment Provisions in GE Breakouts - Important

Kay - I know ENA is planning to hand the breakout K to ESA as a done deal, 
but Lisa Alfaro really should at least get a look at the assignment 
provisions so Brett and Enron can know what his constraints are with respect 
to a possible sale of all the SA assets, as well as the ease with which they 
can go into the Elektrobolt project.  

Could you send that portion of the contract to her?

I have asked Lisa and Brett to confirm that their understanding about the 
deal is the same as  Ben's. 

Rose
----- Forwarded by Roseann Engeldorf/Corp/Enron on 11/14/2000 01:42 PM -----

	Ben F Jacoby@ECT
	Sent by: Ben Jacoby@ECT
	11/14/2000 01:36 PM
		
		 To: Roseann Engeldorf/Corp/Enron@ENRON
		 cc: Brett R Wiggs/SA/Enron@Enron, Sheila Tweed/HOU/ECT@ECT, Kay 
Mann/Corp/Enron@Enron
		 Subject: Re: Important - Second Closing - LM6000s

Rose:

Sheila provided final comments on the option agreement a couple of days ago. 
I believe it's in Lisa Alfaro's court.

GE is on board, and I think the final breakout contract should be completed 
this week. Kay Mann / Sheila Tweed are coordinating with GE, and I will defer 
to them on this point.

I think that's it. 

Regards,

Ben


From: Roseann Engeldorf@ENRON on 11/14/2000 11:54 AM
To: Brett R Wiggs/SA/Enron@Enron, Ben Jacoby/HOU/ECT@ECT
cc: "ROB TAYLOR" <TAYLR@andrews-kurth.com>, Lisa Bills/Corp/Enron@ENRON, Kay 
Mann/Corp/Enron@Enron, Lisa Alfaro/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Tammy 
Brennig/NA/Enron@Enron, Mary Kimball/NA/Enron@Enron, Mary 
Cilia/NA/Enron@Enron, Cheryl Lipshutz/HOU/ECT@ECT, Peter N 
Anderson/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, "Mark Thurber" 
<MTHURBER@skadden.com>, Jordan Mintz/HOU/ECT@ECT, fporto@andrews-kurth.com, 
pseve@andrews-kurth.com, Gina Karathanos/Corp/Enron@Enron, Kay 
Mann/Corp/Enron@Enron, Sheila Tweed/HOU/ECT@ECT, Mary Kimball/NA/Enron@Enron, 
Matthew F Gockerman/HOU/ECT@ECT, Nancy Muchmore/NA/Enron@Enron 
Subject: Important - Second Closing - LM6000s

Ben and Brett -

I do not know your target timing to move the LMs; however, you need to be 
aware that funding from the bank structure to pay for them requires that we 
go through a full second closing process.  It may take several days to pull 
together all the documents and information needed for this closing - we will 
have to deliver Brazil counsel opinions, Cayman counsel opinions, another A&K 
opinion and deliver a multitude of other corporate and security documents too 
boring to list here. 

So - as soon as:

1)  the break-out contract is ready; 

2) GE is on board; and 

3) ESA, ENA and WLB have signed off on the purchase option transfer 
document(s) (which must include Matt,  Mary Kimball and Mary Cilia 
sign-off),  

we can finalize the "second closing" docs for the bank - we have already 
started on them, but it will take a focused effort to finish them and receive 
all signatures necessary.  

Ben and Brett must let Rob Taylor of A&K - at 713-220-4436 know when the 
above items are complete - he will need to coordinate with the team to push 
for final docs.

Lisa Alfaro - will you please coordinate with Rob Taylor at the above number 
and Frederico Porto at A&K in Dallas at 214-659-4447 on the Brazil-based 
issues? 
 
I also ask that Ben and Brett be available to the deal team to consult and 
answer questions as necessary.

I am going to be out of town for a week on another year-end deal and will 
check my voice mails regularly.   My assistant, Melba Trevino at 835-7664 
will have my contact details.

Please call Rob, me or Tammy (345-3870) with any questions.


Rose