---------------------- Forwarded by Kay Mann/Corp/Enron on 02/12/2001 05:21 
PM ---------------------------


Ben F Jacoby@ECT
02/12/2001 02:36 PM
Sent by: Ben Jacoby@ECT
To: Fred Mitro/HOU/ECT@ECT
cc: Kay Mann/Corp/Enron@Enron, Rusty Stevens/Corp/Enron@ENRON, Scott 
Healy/SF/ECT@ECT, Ben Jacoby/HOU/ECT@ECT 

Subject: Re: PSEG Request  

Fred:

Why wouldn't we structure this like the AES Calvert agreement?



Fred Mitro
02/12/2001 01:48 PM
To: Kay Mann/Corp/Enron@Enron
cc: Rusty Stevens/Corp/Enron@ENRON, Scott Healy/SF/ECT@ECT, Ben 
Jacoby/HOU/ECT@ECT 
Subject: PSEG Request

Kay:

I talked with PSEG this morning.  PSEG would like to negotiate and sign a 
binding LOI regarding the Kendall project site in Illinois prior to 
negotiating and executing the Definitive SPA.  The specifics of this LOI are:

 PSEG would pay an up-front $300,000 payment to ENA 
 This payment would be non-refundable unless PSEG discovered a "fatal flaw" 
in the project (we will have to carefully define this concept)
 The binding LOI would establish a date by which the SPA would be executed or 
PSEG would forfeit the up-front payment
 The $2.7 MM balance of the Purchase Price would be due upon closing (signing 
the SPA and transferring the member interests).

I believe that PSEG is getting nervous that we may close on the Kendall LLC 
with another Buyer before they get their act together.

Call me to discuss the timing of drafting such an LOI.  I would like to 
strike on PSEG while they are anxious and motivated.  My goal is to send the 
LOI to PSEG by Wednesday of this week.  I can work directly with Carolyn if 
that is the most efficient approach.

Fred