Ft. Pierce Attached Files ,
 The message below is related to Fort Pierce.  I have only reviewed the 
Participation Agreement for a Confidentiality provision (Section 18.1).  I 
think Bart also told me that there is a confidentiality provision in either 
the Option Agreement or the Lease.  I will look around.

K-
---------------------- Forwarded by Kathleen Carnahan/NA/Enron on 05/16/2001 
01:13 PM ---------------------------


Fred Mitro@ECT
05/16/2001 12:40 PM
To: Kathleen Carnahan/NA/Enron@Enron
cc:  

Subject: Ft. Pierce Attached Files

Attached below is the email from Bart.  I am leaving the office today at 2 pm 
for the closing on the sale of our home.

Fred

---------------------- Forwarded by Fred Mitro/HOU/ECT on 05/16/2001 12:38 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 (c) 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
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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
kay.mann@enron.com