---------------------- Forwarded by Kay Mann/Corp/Enron on 12/20/2000 06:30 
PM ---------------------------


Fred Mitro@ECT
12/20/2000 06:22 PM
To: Randy Petersen/HOU/ECT@ECT
cc: Ben Jacoby/HOU/ECT@ECT, Kay Mann/Corp/Enron@Enron, Lisa 
Bills/Corp/Enron@ENRON 

Subject: Intergen transaction - DASH

Randy:

Based upon our discussions with Intergen this afternoon, there is a desire of 
both Enron and Intergen to execute the transaction documents tomorrow 
afternoon.  I need to determine if RAC believes that the 11/30/00 [Coral 
Energy] DASH is sufficient for the transaction signing to proceed tomorrow or 
if a revised DASH needs to be prepared and circulated for re-approval.

Relative to the approved 11/30 DASH, the major changes in the deal structure 
are as follows:

1.  At the request of Coral Energy, the counterparty to the proposed 
transaction has changed from Coral Energy to Intergen (or its designated 
affiliate, Sweetgum Energy L.P.).

2.  Intergen has requested, and Enron has agreed, to the removal of the 
requirement for an Intergen Parent Guarantee.  The major risk (i.e. 
non-payment risk) associated with the removal of this Guarantee has been 
mitigated by requiring Intergen to fund an escrow account with the 
transaction sales proceeds prior to Enron's execution of the equipment 
Assigment Agreement.

3.  Intergen has requested, and Enron has agreed, to the insertion of a 
"no-shop" clause which serves to prevent Enron from offering/soliciting the 
turbines & transformers to other parties once Intergen has signed the Letter 
Agreement(s).

4.  Enron has requested, and Intergen has not yet agreed, to the modification 
of the transaction "sunset dates".  These are the dates by which, once the 
Letter Agreement is signed, that Enron must deliver the required Facilities 
Agreements, GE acknowledgement letter, and fully executed Assignment 
Agreement.  This modification proposes that the dates be moved from 12/29/00 
to 1/15/01.  The Enron commercial deal team is awaiting confirmation from 
Enron Global Finance that the executed Assignment Agreement can be delivered 
within these timeframes.

5.  Intergen has requested, and Enron has agreed, to a modification of the 
Transferability section of the Agreement in order to address an equipment 
warranty risk that the current language represents to Intergen.  The 
modification would serve to limit Enron's ability to exercise its "put 
option" on its 20% member interest in the turbine/transformer L.L.C.(s) by 
requiring either: 1) the expiration of the GE warranty, or 2) the written 
consent of GE to Enron's ownership transfer in a form acceptable to Intergen. 
 This modification is acceptable to Enron as it represents an earlier 
potential put option exercise date under scenario 1) above than the current 
Agreement language.

Please review this information and let me know (via email) if RAC requires 
the DASH to be revised and re-approved.

Call me to discuss.

Fred
x35406