This is not a drill!

fyi Carlos is working on it.
---------------------- Forwarded by Kay Mann/Corp/Enron on 04/27/2001 12:49
PM ---------------------------

John Moore
04/26/2001 08:04 AM
To: Carlos Sole/NA/Enron@Enron, Kay Mann/Corp/Enron@Enron
cc: Mitch Robinson/Corp/Enron@Enron, Naveed Ahmed/NA/Enron@Enron

Subject: This is not a drill!

Kay and Carlos,

We're going to put a very serious and accerated push to secure a site or
sites in the very near future, but obviously we won't get there without a
priority commitment of your time and involvement. If there are any doubts
regarding the level of committment that we need, I encourage you to visit
with Mitch to reconfirm our priority and urgency.

In summary, we have two quality sites and one less optimized area where we
are going to focus in the near term. The two quality sites are both subject
to a "bid" process (Texas municipal political subdivision) and the respective
counterparty's board approval, We have no reason to expect that we wouldn't
be able to secure the sites but it's going to take manpower and about 6 to 8
weeks - this time frame doesn't work for us. Contemporaneously with working
through the "bid" process for the two sites and in the near term, we're going
to focus on a suitable site area, although not optimized, that will give us
relatively quick site control and allow us to progress the coal initiative.
Our goal is to secure site control for the less optimized site by next
Friday, the 4th of May.

Here's a basic summary of our immediate site options and an action plan:

1.) Less Optimized Site: (not subject to "bid")
Bruce and I will contact regional land agents today to get a summary of
available sites. We'll travel up to the region Monday afternoon to scope
the sites on Tuesday. We'll present an Option to Purchase offer to the
respective land owner and secure, at a minimum, a Letter of Intent by the 4th
of May. Transaction needs to be in the name of an SPV.

2.) Gibbons Creek
This site and PRB fired facility is owned by Texas Municipal Power Agency
(TMPA). TMPA is comprised of Bryan, Garland, Denton, and Greenville. Our
intent is to secure a site for a 525 MW PRB fired facility, and enter into a
Shared Services Agreement and O&M Agreement with TMPA. There is interest on
the part of TMPA and this transaction is in play, however it's going to take
time. Contemporaneously, our immediate action is to gain some form site
control on the land. It has been represented to us that an option to
purchase will be subject to the sealed bid process; that takes too much
time. Our interest is to close the option to purchase or some form of site
control within two weeks. I'm going to contact Carl Shahady, TMPA's
attorney, to see if there is any latitude in the regs requiring a sealed
bid. You're more than welcome to participate. (TMPA wants to use a standard
Texas Real Estate Commission (TREC) form, which I have a copy of.) Perhaps
we can put a month-to-month "option" on the site, which effectively takes the
property off of the market, while we go through the sealed bid process.
Legal questions: (i) Any land transaction needs to be in the name of an SPV
- which one should we use? (ii) Coal projects don't fit into Turbo Park,
I've exchanged voice messages with BrianK to see what needs to be done here,
any suggestions?

3.) BPUB
BPUB's Board approved the development LOI this past Monday, so we're ready
to go. The optimal sites are at the port, and the port is subject to the bid
process. The intent is to use the same form of option to lease contract as
we used for the TEX/MEX sites at the port. Again, this site control is going
to take 6 to 8 weeks. Aaron Roffwarg of B&P drafted the land contracts and
he helped negotiate between John Davidson, BPUB's outside counsel, and Dan
Rentfro, Brownsville Navigation District's outside counsel. I'm going to
contact Aaron this morning and get him spun up on the new contracts and have
him call DanR to get him alligned with our objectives. Your more than
welcome to participate in my call with Aaron, too. Scott and I are going to
meet with BPUB and with the Port tomorrow to indentify the site and confirm
our course of action

That's the plan. I'll be calling each of you this morning so that we can all
get on the same page.

Thanks,

JMoore