George, 

Thanks for the email.  Congrats on the getting non-binding bid, I think.  
When we get a chance, after Sempra closes, please set up a meeting with all 
of us and Frevert to discuss in detail.  Also include Jeff Donahue. You are 
aware of my concerns and issues and we need to discuss them in great detail 
before we move forward with Pacificorp.

Mike


   
	
	
	From:  George McClellan                           08/16/2000 09:00 AM
	

To: Mike McConnell/HOU/ECT@ECT, Jeffrey A Shankman/HOU/ECT@ECT, David W 
Delainey/HOU/ECT@ECT
cc: Daniel Reck/HOU/ECT@ECT, Matthew Arnold/HOU/ECT@ECT, Kevin 
McGowan/Corp/Enron@ENRON, Joseph Deffner/HOU/ECT@ECT, Wes 
Colwell/HOU/ECT@ECT, Stuart Staley/LON/ECT@ECT, Jordan Mintz/HOU/ECT@ECT, 
Kevin Liss/Corp/Enron@ENRON, Tim Proffitt/HOU/ECT@ECT, Cris 
Sherman/HOU/ECT@ECT 
Subject: Pacificorp - Synfuel

Pacificorps' board has given the ok for their capital division to negotiate 
with us on an exclusive basis for the sale of the 4 - synfuel machines they 
currently own and operate in Alabama.  Pacificorp advertises that each 
machine is capable of producing synfuel at the annual rate of 1.5 - 2.0 mm 
tons,  for a total of 6 - 8 mm annual tons.  

We will meet with Pacificorp early next week in Portland to discuss a due 
diligence schedule and ground rules for the sale.  We will obviously require 
one or more qualified monetizers to work with us on this deal from day one.  
If we line up more then one monetizer it would be helpful if we appoint a 
single monetizer to be the lead, otherwise we may end up facing conflicting 
demands from each monetizer.

Our ideal structure would have the monetizers immediately owning 100% of the 
equity in the machines, while we provide the sites, coal supply, and synfuel 
sales.  We need to work with the monetizers to identify qualified operators, 
while not taking any operating risk ourselves.

Given the "lease"  issue surrounding the Sempra deal, we need to make sure we 
structure Pacificorp (and AIG) as a mtm deal.  

We currently have a site team that has identified appropriate sites, and is 
starting the preliminary engineering and permitting work on each site.  The 
sites include river terminals and mines in West Virginia and Kentucky.

We expect to finalize Sempra this week ( 2 - machines on an accrual basis).   
"Team Synfuel" will then focus their activities on AIG (3 - machines) and 
Pacificorp (4 - machines) in order to close at least one of the deals by the 
end of October.  Our goal remains to secure 4 - 6 machines by the end of the 
year.