FYI.  Please read.
---------------------- Forwarded by Kay Mann/Corp/Enron on 06/01/2001 01:32 
PM ---------------------------
From: Ben Jacoby/ENRON@enronXgate on 06/01/2001 12:38 PM
To: Chip Schneider/ENRON@enronXgate, Kay Mann/Corp/Enron@Enron
cc: Joseph Deffner/ENRON@enronXgate, W David Duran/ENRON@enronXgate, Herman 
Manis/ENRON@enronXgate, Roseann Engeldorf/ENRON@enronXgate, Lisa 
Bills/ENRON@enronXgate, Chris Booth/ENRON@enronXgate 

Subject: RE: GE Turbines

We have several other Florida opportunities that are at about a 50% 
probability (Corbett, Deerfield, Pompano, and South Dade). We also have 
projects in Goergia (Hartwell and Athens) that are probably 70%, and 
Louisiana (Calcasieu and St Charles) that are 50%. I would put Midway at 90%. 
The non-Florida opportunities would be used to package with the turbines and 
flip a la Pastoria. We have strong interest in Georgia in particular, and 
have received a written offer from FPL to purchase the development assets of 
Hartwell and Athens for $4.4 million (no equip. included).

I would presume we would put the turbines back on the market in Q1 of '02 if 
we do not proceed with any Florida opportunities. I think the downside is 
approximately $2 million per unit (given that that is our effective premium 
being offered today), but that we have a natural hedge on this downside as we 
have a high chance of recouping any downside by combining the turbines with 
any of the development assets listed above (they have all been permitted for 
7FAs, although not all permits have been received).

 -----Original Message-----
From:  Schneider, Chip  
Sent: Friday, June 01, 2001 9:52 AM
To: Jacoby, Ben; Mann, Kay
Cc: Deffner, Joseph; Duran, W. David; Manis, Herman; Engeldorf, Roseann; 
Bills, Lisa; Booth, Chris
Subject: RE: GE Turbines

We need to know how probable the other projects are; at what point do we 
propose to put the turbines back on the market for re-sale; and what is our 
best estimate of the potential downside upon re-sale.

 -----Original Message-----
From:  Jacoby, Ben  
Sent: Friday, June 01, 2001 9:47 AM
To: Schneider, Chip; Mann, Kay
Cc: Deffner, Joseph; Duran, W. David; Manis, Herman; Engeldorf, Roseann; 
Bills, Lisa; Booth, Chris
Subject: RE: GE Turbines

I think we decided to take the turbine purchase approval route, and describe 
the several projects (Midway et al) that we can match the turbines with. Are 
you still OK with that?

 -----Original Message-----
From:  Schneider, Chip  
Sent: Friday, June 01, 2001 9:05 AM
To: Mann, Kay; Jacoby, Ben
Cc: Deffner, Joseph; Duran, W. David; Manis, Herman; Engeldorf, Roseann; 
Bills, Lisa
Subject: RE: GE Turbines

Depending upon the route we take for approval (turbine purchase vs. project 
approval), the DASH process should take no more than 5 to 10 days.  How firm 
are we on the Midway project?

 -----Original Message-----
From:  Mann, Kay  
Sent: Friday, June 01, 2001 8:47 AM
To: Jacoby, Ben
Cc: Deffner, Joseph; Duran, W. David; Manis, Herman; Engeldorf, Roseann; 
Schneider, Chip; Bills, Lisa
Subject: RE: GE Turbines

I think Ben's time frame is realistic. I assume we will enter into an 
assignment and assumption agreement with Sithe, to which GE will consent. In 
addition, we may need an override letter to the turbine contract to address 
the E-Next/accounting issues. GE is familiar with what we need in for E-Next, 
which should help expedite matters.  

Kay


From: Ben Jacoby/ENRON@enronXgate on 05/31/2001 07:55 PM
To: Joseph Deffner/ENRON@enronXgate, Kay Mann/Corp/Enron@Enron, W David 
Duran/ENRON@enronXgate, Herman Manis/ENRON@enronXgate, Roseann 
Engeldorf/ENRON@enronXgate, Chip Schneider/ENRON@enronXgate, Lisa 
Bills/ENRON@enronXgate
cc:  

Subject: RE: GE Turbines

I've been told that we need to resubmit a non-binding expression of interest 
by Tuesday. Previously, we submitted a one page non-binding letter indicating 
that the FMV of the units is $44 MM each. You raise a good point in that we 
should be prepared to say (again, on a non-binding basis) how long we will 
need to close (in addition to increasing the bid on the units). I think if 
our number is good, 30 - 45 days for documentation and close would work, but 
I think we should also be willing to post some non-refundable $s within say, 
2 weeks on the basis of an exclusivity agreement with Sithe. 

The group's thoughts on this would be appreciated.

Thanks.

 -----Original Message-----
From:  Deffner, Joseph  
Sent: Thursday, May 31, 2001 6:56 PM
To: Jacoby, Ben; Mann, Kay; Duran, W. David; Manis, Herman; Engeldorf, 
Roseann; Schneider, Chip; Bills, Lisa
Subject: RE: GE Turbines

What is expected for the Tuesday bid? I would guess the most critical from a 
timing perspective will be a response centered on price and 
commercial/technical issues. Michael indicates below he would like a 
timetable for internal approvals to a closing. Do we have any indication how 
pressed he is to close and fund versus agreeing on economic terms quickly and 
allowing us to review the form of contract to ensure compliance with 
accounting and finance guidlelines along the lines of our discussion earlier 
this week? Thanks.


 -----Original Message-----
From:  Jacoby, Ben  
Sent: Thursday, May 31, 2001 5:59 PM
To: Mann, Kay; Schneider, Chip; Bills, Lisa; Manis, Herman; Engeldorf, Roseann
Cc: Booth, Chris; Rose, Steven; Virgo, Robert; Duran, W. David
Subject: FW: GE Turbines

All:

FYI, tomorrow I should receive turbine contracts for the 3 GE 7FAs being sold 
by Site. Please see the e-mail below from Sithe's advisor regarding the 
transaction schedule. Kay and I plan to initially review the contract, and I 
have a technical team (Booth / Rose) ready to review the contracts as well.

From an accounting / finance perspective, I am interested in how we should 
proceed given the circumstances. Kay and my initial plan is to review the 
contracts from a technical / legal / commercial perspective and submit a 
revised indicative number by Tuesday in consultation with Duran. Between now 
and then, it would be helpful to know from accounting / finance how we should 
proceed given that we are in a bidding situation (with I'm told three other 
bidders). Herman / Rose / Lisa - please let me know your thoughts on this.

Chip - I would like Chris Booth to work with you on putting a draft DASH 
together.

In the meantime, I will forward turbine contracts to everyone as soon as I 
receive them.

Regards,

Ben 

 -----Original Message-----
From:  MKolman@rcgroup.com@ENRON 
[mailto:IMCEANOTES-MKolman+40rcgroup+2Ecom+40ENRON@ENRON.com] 
Sent: Thursday, May 31, 2001 2:40 PM
To: Ben.F.Jacoby@enron.com
Subject: Re: GE Turbines


Ben:

Per our conversation today, the turbine contract and LTSA are being sent
via Fed Ex to your office in Houston.

Final bids are due next Tuesday, June 5th via fax to 781-270-0055.  Bids
should include best price and a closing schedule (date by which bidder will
have all internal approvals necessary to enter into a binding agreement
with Seller subject only to consent from GE).

Thanks again for you patience and please call me if you have any questions,

Michael

================
Michael A. Kolman
Principal
Navigant Capital
(781) 564-9774 (direct)