Message-ID: <25217031.1075857190031.JavaMail.evans@thyme>
Date: Wed, 29 Mar 2000 06:29:00 -0800 (PST)
From: scott.healy@enron.com
To: tom.swank@enron.com
Subject: UAE
Cc: mike.miller@enron.com, benjamin.rogers@enron.com
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Here is the UAE transaction structure I discussed with the accountants:

1.  UAE to execute a financial gas contract which is highly in our favor 
(large to market value) with a buyout provision equal to our targeted option 
premium ($4-6 million).  UAE can cancel the contract by a defined date by 
forfeiting their $4-6 million deposit/option premium.  We should be able to 
mark the deposit because it is our worst case payment.  UAE should be 
motivated to cancel the contract because it will be out of the money to them.

2.  UAE to negotiate a purchase agreement for the turbines.  This purchase 
agreement will be conditioned upon the execution of a tolling agreement under 
defined terms and upon UAE making an initial payment for the turbines by a 
defined date in the future (one of the dates discussed at our meeting).  Up 
until this date, the turbine purchase agreement shall be cancellable at no 
cost to UAE.

The gas contract should be markable as long as it is delinked to the turbine 
purchase agreement.  We can capture the effective of an option in the turbine 
purchase agreement by making it cancellable at no cost up to some defined 
date.

What do you think?