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Enron Mail |
Another Fort Pierce memo.
K- ---------------------- Forwarded by Kathleen Carnahan/NA/Enron on 05/16/2001 04:57 PM --------------------------- Barton Clark@ECT 05/16/2001 04:54 PM To: Fred Mitro/HOU/ECT@ECT cc: Rusty Stevens/Corp/Enron@ENRON, Kathleen Carnahan/NA/Enron@Enron, Lisa Bills/Enron@EnronXGate, Roseann Engeldorf/Enron@EnronXGate Subject: Ft. Pierce Attached Files I sent you and Kathleen the memo I sent to Rusty about confidentiality provisions in the FPUA/FPRP project documents. In regard to disclosure on Deal Bench, I think you need to consider carefully the confidentiality restrictions in place under binding agreements that restrict ENA's ability to disclose contracts and other information and the need to keep certain of the attachments to the E-Mail that Rusty sent you confidential. There are binding confidentiality provisions in place with almost every counterparty to the executed and proposed to be executed Fort Pierce project documents, some with exceptions that would permit disclosure to potential assignees/transferees, some without such exceptions. A systematic review of the confidentiality provisions in force to ascertain the scope of the confidentiality restrictions needs to be completed before Deal Bench disclosure, and to my knowledge that has not taken place. Also be advised that the Fort Pierce Development Agreements are not negotiated to finality or signed, and I am concerned that such disclosure at this time - if FPUA learned of it - could result in the deal never being signed and/or a potential purchaser being misled about the terms of the FPUA/FPRP transaction. Apart from the foregoing considerations, I have asked that the opinions and certificates attached to the E-Mail Rusty forwarded to you be kept strictly confidential. They will change, and there are matters in the certificates that we don't want advertised to FPUA, on Deal Bench, or otherwise. Finally, I am not aware of the scope of ENA's confidentiality obligations in cases when it is negotiating documents in its capacity as agent for E-Next Generation LLC. By copy hereof, I'm requesting Lisa Bills and Rose Engeldorf advise us if there are such restrictions that would limit disclosure to potential purchasers independent of the other confidentiality restrictions referred to above. In short, before any documents are disclosed to third parties via Deal Bench, these matters need to be resolved, and I frankly am too busy right now trying to get the deal with FPUA signed to make the review my priority. Perhaps we should start by having Kathleen take a look at the provisions in the various executed FPRP documents to catalog the various restrictions applicable to the proposed Deal Bench disclosure? ----- Forwarded by Barton Clark/HOU/ECT on 05/16/2001 03:32 PM ----- Rusty Stevens@ENRON 05/16/2001 12:15 PM To: Fred Mitro/HOU/ECT@ECT cc: Ben Jacoby/HOU/ECT@ECT, Barton Clark/HOU/ECT@ECT, Ron Tapscott/HOU/ECT@ECT Subject: Ft. Pierce Attached Files Attached below are the latest docs. on Fort Pierce. Please note that we are still awaiting some final comments from FPUA's attorney and Turbopark, but these should be very close to final form. We should have all comments back and be in final form in a week to ten days if you want to wait to put the docs. into Deal bench. Bart sent this e-mail out in response to Lisa Bill's request for a comprehensive list of all documents. I think the only document missing is the FMPA steam agreement where we can use their units on an interruptible basis when they are not using them. Please note that some of the documents are not for parties outside of Enron are confidential legal opinions. ---------------------- Forwarded by Rusty Stevens/Corp/Enron on 05/16/2001 12:07 PM --------------------------- Barton Clark@ECT 05/15/2001 06:45 PM To: Lisa Bills/Enron@EnronXGate, Roseann Engeldorf/Enron@EnronXGate, Herman Manis/Enron@EnronXGate, Catherine Clark/Enron@EnronXGate cc: David Fairley/Enron@EnronXGate, Mathew Gimble/HOU/ECT@ECT, Jennifer Bagwell/Enron@EnronXGate, Rusty Stevens/Corp/Enron@ENRON, Jeffrey Keenan/HOU/ECT@ECT, Mike Coleman/Enron@EnronXGate, Scott Churbock/NA/Enron@ENRON, tculwell@akllp.com Subject: Ft. Pierce Attached Files As requested today, attached are the latest drafts of the FPUA/FPRP Development Agreements to be executed by FPUA and FPRP and the Tax and Aesthetics Agreements to be executed by the City of Fort Pierce and FPRP ( to be delivered to FPRP at the execution of the other Development Agreements by FPUA). It may be helpful to open the Execution Date Deliveries document first to give you a checklist of the documents, and a rundown on permits. If you need an update on permitting, I will have to ask Scott and Jeffrey to help with that discussion. Note that the Equipment Lease for the chillers, the Equipment Lease for the cooling towers, and the Option to Lease for the cooling tower site ( and the Ground Lease, which will be appended to the Option to Lease) are in the process of being drafted now, and I will distribute them as soon as they are ready. DO NOT DISTRIBUTE THIS MEMO OR THE ATTACHED MEMO FROM A & k TO FPUA OR ANYONE OUTSIDE ENRON, AS THE CERTIFICATES TO BE DELIVERED IN CONNECTION WITH THE OPINIONS ARE STRICTLY CONFIDENTIAL TO FPRP/ENRON. In connection with our meeting Friday, a couple of other points worth noting are (1) Section 9.2 © of the Participation Agreement, added as a placeholder when the thought was to have a dump condenser and when its location was unknown,will be deleted, (2) references in Exhibits D and E to the dump condenser/system will be removed, references in Exhibit D describing the FPRP Improvements will add references to the cooling tower and chillers, and references in Exhibit E to the demin system will remain. There are additional comments received from FPUA and its insurance consultants after preparation of the attached draft of the Participation Agreement , all of which have been blessed by David Marshall, that will be addressed in the next draft. We also know that the legal description and plot plan of the leased parcel in the Ground Lease will change to reflect the extension of the parcel 30' to the east, certain easements in favor of FPUA and FPRP described in the Ground Lease and the Easement Agreement will be affected by the extension,and we should have those descriptions and plans for the lease parcel description and affected easements tomorrow. We also have internal input from David Fairley ( Interconnection & Transmission), Mike Coleman ( Section 3.12, O & M, Annual Heat Rate Test ), Jeffrey Keenan ( Tolling and Interconnection & Transmission Agreement), and Rusty/Ron Tapscott ( Section 9.3, Participation Agreement, Transmission Upgrades Responsibilities) that needs to be reflected. Finally, note that the proposed FPRP and ENA legal opinion, and related FPRP Certificate, is being discussed by Rose with E-Next counsel, and we understand those documents will change based on those discussions. As noted today, FPUA will give us its comments on the documents delivered to them on 5/9 this Friday, but we don't expect those comments to be material. We also don't expect there to be much discussion about the items noted above to be added to the last drafts seen by FPUA, except possible with respect to the Equipment Leases and Option to Lease, which will be new documents they have to review. ----- Forwarded by Barton Clark/HOU/ECT on 05/15/2001 06:06 PM ----- "Zimmerman, Gina" <ginazimmerman@akllp.com< 05/15/2001 04:59 PM To: <barton.clark@enron.com< cc: "Culwell, Todd" <toddculwell@akllp.com< Subject: Ft. Pierce Attached Files Bart, Attached is the revised Execution Date Deliveries Chart and the most recent versions of all A&K draft documents as indicated on the chart. Please advise if I may be of further assistance. Sincerely, Gina G. Zimmerman Legal Secretary Andrews & Kurth L.L.P. 4200 Chase Tower 600 Travis Houston, Texas 77002 713-220-4460 713-220-7273 (Fax) ginazimmerman@akllp.com The information contained in this e-mail is legally privileged and confidential information intended only for the use of the recipient(s) named above. If the reader of this e-mail is not an intended recipient, you have received this e-mail in error and any review, dissemination, distribution or copying is strictly prohibited. If you have received this e-mail in error, please notify the sender immediately by return e-mail and permanently delete the copy you received. Thank you. <<Ad Valorem Tax Agreement.DOC<< <<Aesthetic Agreement.DOC<< <<Affidavit of Ownership.DOC<< <<Certification from FPRP to Katz Kutter.DOC<< <<Certification from FPUA to Katz Kutter.DOC<< <<Easement Agreement (comprehensive).DOC<< <<Execution Date Deliveries.DOC<< <<FPRP Managing Member Certificate.DOC<< <<Ground Lease.DOC<< <<Interconnection and Transmission Agreement.DOC<< <<Operation and Maintenance Agreement - Version 22.DOC<< <<Opinion of Counsel to City of Ft. Pierce.DOC<< <<Opinion of ENA & FPRP.DOC<< <<Opinion of Fee, Koblegard.DOC<< <<Opinion of Katz Kutter.DOC<< <<Short Form Ground Lease.DOC<< <<Tolling Agreement - v. 21.DOC<< <<v10 Participation Agreement (NEW).DOC<< - Ad Valorem Tax Agreement.DOC - Aesthetic Agreement.DOC - Affidavit of Ownership.DOC - Certification from FPRP to Katz Kutter.DOC - Certification from FPUA to Katz Kutter.DOC - Easement Agreement (comprehensive).DOC - Execution Date Deliveries.DOC - FPRP Managing Member Certificate.DOC - Ground Lease.DOC - Interconnection and Transmission Agreement.DOC - Operation and Maintenance Agreement - Version 22.DOC - Opinion of Counsel to City of Ft. Pierce.DOC - Opinion of ENA & FPRP.DOC - Opinion of Fee, Koblegard.DOC - Opinion of Katz Kutter.DOC - Short Form Ground Lease.DOC - Tolling Agreement - v. 21.DOC - v10 Participation Agreement (NEW).DOC
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