1. SkyGen Energy Revolving Credit Facility Indicative Proposal
April 13, 2000

2. Terms and Conditions Maximum Facility Commitment: $250-$300 Million
Facility Term: Three (3) Years
Collateral: SkyGen’s contractual rights to purchase twenty (20) GE 7FA gas turbines with delivery dates from March 2001 to May (“SkyGen Turbines”)
Eligible Borrowings: 100% of the contractual progress due on the SkyGen Turbines
Recourse to SkyGen: Solely the upfront facility fee and the annual commitment fees

3. Summary of SkyGen Revolving Credit Facility
Facility Fees
ENA Call Options
Other ENA Rights
Sky Gen
Energy LLC
$ Repayment of
Initial Advances
Turbine
Rights
SkyGen Call
Right
Agent, Acquisition
& Guarantee Agreement
Enron North
America Corp.
(“ENA”)
Bank (s)
$ Progress
Payments
Bank Agent on
Turbine Purchase
Agreements
Turbine
Purchase
Agreements
General
Electric

4. SkyGen Call Right
Subject to the ENA Call Option, up to eight (8) months prior to the contractual ex-works delivery date, SkyGen shall have a call option to purchase individual turbines
SkyGen’s call shall be at the GE cost plus ratable applicable interest at the time of purchase from the facility
If SkyGen exercises a turbine call, it must identify a project for the turbine and provide documentary evidence that the project has received its necessary permits
At least three (3) months prior to the contractual ex-works delivery date for turbines that SkyGen has exercised its call right, SkyGen must repay all the outstanding loans applicable to that turbine (or alternatively arrange for the posting of collateral otherwise satisfactory to the banks)

5. Indicative Facility Pricing
Upfront Facility - Fee: Four and a half percent (4.5%) of the maximum facility commitment, payable at closing
Annual Commitment Fees: % of the Maximum Facility Commitment, payable on the annual anniversary of the facility
Interest Rate: Two (2) year LIBOR plus 2.95%

6. ENA Call Option
ENA shall have call rights (not subject to early redemption by SkyGen) at GE cost plus outstanding applicable interest on the following turbine slots
Up to ten (10) months prior to the contractual ex-works delivery for an ENA call turbine, ENA shall have the right to exercise this call
If ENA exercises its call rights on a given turbine, it must arrange to have the turbine removed from the SkyGen Energy Revolving Credit Facility in ten (10) business days
Delivery Date
Oct ‘01
Jan ‘02
Nov ‘02
# of Turbines 1 2

7. Facility Benefits to SkyGen
Immediately frees up $45 million in equity
Bridging facility until permanent financing can be arranged
Allows SkyGen to borrow on a non-recourse basis
Maximizes leverage (100%) on SkyGen’s turbine purchases and allows SkyGen to use internal equity for development
SkyGen call right provides SkyGen with turbine optionality
Allows SkyGen to borrow at an attractive blended cost of capital
Avoids other costly forms of borrowing which would limit SkyGen’s long term value in an IPO

8. Other Enron Rights
Exclusive right to negotiate natural gas supply arrangements on three (3) projects of at least 300 MW each
Exclusive right to negotiate an asset management arrangement for any uncommitted merchant capacity (as of five (5) months prior to contractual delivery date for the turbines) SkyGen has in any projects involving the SkyGen Turbines