Enron Mail

From:kay.mann@enron.com
To:carlos.sole@enron.com
Subject:Letter of Intent
Cc:
Bcc:
Date:Wed, 4 Apr 2001 09:58:00 -0700 (PDT)

---------------------- Forwarded by Kay Mann/Corp/Enron on 04/04/2001 04:58
PM ---------------------------


John Moore
04/04/2001 04:30 PM
To: RSmith@brownsville-pub.com, jdavidson@davidsontroilo.com,
jbruciak@brownsville-pub.com, jlocke@brownsville-pub.com
cc: Mitch Robinson/Corp/Enron@Enron, Kay Mann/Corp/Enron@Enron, Drew
Tingleaf/Enron@EnronXGate

Subject: Letter of Intent





Gentlemen,

I have received a fax confirmation of Mr. Bruciak's execution of the
Confidentiality Agreement this afternoon. Thank you.

Attached is a draft Letter of Intent ("LOI") pertaining to our discussions
about the feasibility and development of an approximate 500 MW power station
sited at or near the Port of Brownsville. The LOI is structured similarly to
the existing Participation Agreement, wherein BPUB and ENA exclusively
collaborate to investigate the feasibility of the power station and secure a
suitable site, if justified. It is proposed that ENA cover the costs of the
development effort, including permitting and site acquisition, with such
costs being eventually treated as either Project construction costs or
operating costs, depending upon the nature of the expense. I have also
proposed that ENA pay BPUP a $10,000 Consulting Fee to cover any outside
expenses associated with the drafting and execution of this agreement and the
site option agreement(s). The proposed term of the LOI expires 31 December
2001, unless either of us determines earlier that the joint effort will not
be successful. During the term of the LOI, it is proposed that BPUB and ENA
will determine and agree upon an appropriate Project equity participation and
finance structure.

Something we may want to consider is the transfer of BPUB's equity in the
Oklaunion plant in exchange for equity in the new Cameron County plant. This
would be especially appealing if BPUB's interest in Oklaunion also included
switching rights through the nearby DC Tie and if there are additional
Oklaunion interests available with DC Tie switching rights.

Please let know a convenient time when we talk through the proposed LOI and
address any of your questions.

JMoore