You won't get me to bet on this one.





"Keffer, John" <JKeffer@KSLAW.com> on 12/21/2000 09:25:40 AM
To: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>
cc:  

Subject: RE: Intergen transaction - DASH

I hope they agree to the escrow

-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Wednesday, December 20, 2000 6:27 PM
To: Keffer, John; Campbell, Carolyn
Subject: Intergen transaction - DASH



---------------------- 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








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