Here's the first one...

Thanks,

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 02/01/2001 12:28 
PM ---------------------------


"Mark Bernstein" <delivertomark@hotmail.com> on 02/01/2001 08:30:37 AM
To: kay.mann@enron.com
cc:  

Subject: coop city outline

Kay,
 
I don't have the "sent" e-mail, but here is my outline:
 
thank
 
ASSET MANAGEMENT
1. Every December 1 the benchmark is set for next year,s gas cost. The 
benchmark is adjusted for basis and transport.
2. The benchmark for gas purchases will be adjusted for a gas load factor to 
account for the non-block nature of gas consumption.
3. Enron will serve full requirements power and steam at the benchmark cost.
4. If unit 1 is down, Enron will serve Co-op City based on prevailing gas 
market price.
5. If Enron does nothing but serve power and steam from the project, actual 
cost will equal benchmark cost and Enron earns nothing.
6. If Enron can shut down the generators and buy power cheaper from the 
market than it could generate and sell the gas for a profit, the net reduces 
the average cost of gas.
7. Enron is only incentivized to buy gas and sell power or buy power and sell 
gas if there is a net benefit to Co-op City
8. A Co-op City book will be kept and audited to keep track of the gas and 
power purchases and sales to calculate the asset management performance.
DEVELOPMENT RISK CAPITAL
1. Enron will commit development risk capital for:
Permit preparation and application
Preliminary engineering
Site due diligence
Securing turbines
1. Need to negotiate terms for development agreement
ENGINEERING, PROCUREMENT AND CONSTRUCTION
1. Enron will perform EPC services at cost plus up to an estimate. The plus 
however, is not at risk.
2. The EPC contract must be executed after the asset management agreement so 
that there is no appearance of consideration between the two agreements.
3. Commercial operations date will float relative to the issuance of permits.
OPERATIONS
1. Enron will dispatch the plant and procure gas and power so as to maximize 
plant efficiency and economics per the asset management agreement.
MAINTENANCE
1. Enron will act as agent on behalf of Co-op City to negotiate a long term 
maintenance agreement, with a third party, subject to Co-op City,s approval.
2. Enron will manage the maintenance contract and coordinate planned outages 
so as to maximize project value under the asset management agreement.

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