Enron Mail

From:mike.mcconnell@enron.com
To:george.mcclellan@enron.com, david.delainey@enron.com,jeffrey.shankman@enron.com
Subject:Re: Pacificorp - Synfuel
Cc:
Bcc:
Date:Wed, 16 Aug 2000 05:50:00 -0700 (PDT)

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.