Re: Pastoria - Revised Enron/GE Agreement ,
 FYI - Barton Clark called me to discuss spark spread concept.  I'll be in 
Brazil from 8/17-8/20.  However, I'll alert Carol St. Clair to the 
possibility of a call.  Sara




Barton Clark
08/11/99 12:54 PM
To: Sara Shackleton/HOU/ECT@ECT
cc:  
Subject: Pastoria - Revised Enron/GE Agreement

As we discussed earlier today, Chris Foster is in the process of analyzing 
the economics of the proposed derivative structure to determine indicative 
price,term, etc., and Catalytica is considering whether the structure meets 
its requirements. The attached draft ECT/GE agreement should give you some 
useful background and other details about the transaction. Thanks for your 
assistance.
---------------------- Forwarded by Barton Clark/HOU/ECT on 08/11/99 12:50 PM 
---------------------------


Sean Black
08/10/99 07:49 PM
To: Dale Rasmussen/HOU/ECT@ECT, Barton Clark/HOU/ECT@ECT, Wayne 
Gresham/HOU/ECT@ECT
cc: Brad Nebergall/HOU/ECT@ECT, Chris Holmes/HOU/ECT@ECT, Samuel 
Wehn/HOU/ECT@ECT, Henry Finkenstaedt/HOU/ECT@ECT, Vince 
Middleton/HOU/ECT@ECT, Winston Cheng/SF/ECT@ECT 
Subject: Pastoria - Revised Enron/GE Agreement

Attached is the latest revision of the agreement for your review and comment.

With regards to the Catalytica/Enron agreement, we are still working with 
Catalytica to come to agreement on an acceptable structure for both parties.  
However, the basic agreement as it stands is that we are working on a spark 
spread derivative structure which 'mimics' the macroeconomics of Pastoria as 
much as possible (e.g., 750 MW, local spot PX prices and gas price, etc.) but 
would not have any contractual link to the project.  Under this agreement, we 
would always have the right at any time to buy back the spread for 10 MMUSD, 
or exchange it for the XONON credit if we could not use it at Pastoria or at 
another Enron project.

We are working with the West desk to come up with a indicative price for such 
a spread so we can begin to craft an agreement which we can then pass on for 
your further review and comment.

Keep you posted...

Regards,
dale.rasmussen@enron.com, wayne.gresham@enron.com