terrific,thanks




"Beckworth, Melissa" <mbeckworth@velaw.com> on 12/06/2000 11:57:49 AM
To: "Gay, Rob (Enron)" <rob.g.gay@enron.com>
cc:  

Subject: FW: FW: Cuiaba sub-debt


Rob - I just received your message about the loan extensions and Central
Bank registrations. I have been working with Celso Bernardi, Rafael Rangel
and Rick Hopkinson of Enron and Fabio Yamada and Irenne Yamanaka of Machado
Meyer on this. Also, I am preparing sort of a "critical path" items
checklist on the sub-debt that John Barquin and I are going to discuss with
John Novak tomorrow at 9 a.m. After we work through it, I would be glad to
forward it to you.

In short and in answer to your specific question, as advised by Machado
Meyer, I think that we will either be reissuing new promissory notes for all
of the sub-debt with new maturity dates or entering into loan agreements
between EPE and GasMat (as Borrowers) and then the respective Enron and
Shell lenders to extend the maturity date to December 31, 2001 as the note
from Celso below explains. Then we will just deliver request for extension
letters to the Central Bank to request them to amend the registrations to
reflect the new maturity date. This should all be done before the existing
loans mature on December 31, 2000.

Please let me know if you have any further questions for now and I will keep
you apprised of any developments. Regards, Melissa

-----Original Message-----
From: Celso.Bernardi@enron.com [mailto:Celso.Bernardi@enron.com]
Sent: Thursday, November 30, 2000 2:27 PM
To: mbeckworth@velaw.com
Cc: laine.a.powell@enron.com; richard.a.lammers@enron.com;
john.novak@enron.com; mbeckworth@velaw.com; rob.g.gay@enron.com;
Celso.Bernardi@enron.com; jbarquin@velaw.com; Rafael.Rangel@enron.com
Subject: RE: FW: Cuiaba sub-debt



Melissa,
as agreed in the Cuiaba Owners Meeting yesterday, by Rick (Enron) and
Johannes (Shell), we need to extend the maturity date of the shareholders
loans to     Dec. 31st, 2001 and keep all the other conditions.
I am sending  a confirmation to Shell of this and request a letter from the
borrower talking about that.  Also I have been in contact with Fabio and
Yrenne about this issue.
Please let me know if you need anything else.
rgds
Celso




"Beckworth, Melissa" <mbeckworth@velaw.com> on 29/11/2000 11:31:01

To:   "Powell, Laine (Enron)" <laine.a.powell@enron.com>, "Lammers, Rick
      (Enron)" <richard.a.lammers@enron.com>
cc:   "Novak, John (Enron)" <john.novak@enron.com>, "Beckworth, Melissa"
      <mbeckworth@velaw.com>, "Lammers, Rick (Enron)"
      <richard.a.lammers@enron.com>, "Gay, Rob (Enron)"
      <rob.g.gay@enron.com>, Celso.Bernardi@enron.com, "Barquin, John"
      <jbarquin@velaw.com>
Subject:  RE: FW: Cuiaba sub-debt


FYI - Regarding Rick's note about the default interest, I have spoken to
Fabio Yamada and Irenne Yamanaka of MMSO regarding what we need to do to
document the extensions. Fabio says that we can have a simple loan
agreement
(I would assume there would be one between each Lender and the Enron/Shell
borrowers) where the various parties agree to the extension. The notes
would
not have to be reprinted/replaced and can remain as they are. We would just
send notification letters to the Central Bank requesting that the existing
registrations be amended to reflect the extension. Rick Hopkinson is
checking with Raquel Novais and Fabio Yamada of MMSO regarding any possible
Brazilian tax issues that would arise from this transaction/extension. I
will let you know when I receive that information. Regards, Melissa

-----Original Message-----
From: Laine.A.Powell@enron.com [mailto:Laine.A.Powell@enron.com]
Sent: Wednesday, November 29, 2000 1:53 AM
To: Richard.A.Lammers@enron.com
Cc: John.Novak@enron.com; Mbeckworth@velaw.com;
Richard.A.Lammers@enron.com; Rob.G.Gay@enron.com;
Celso.Bernardi@enron.com
Subject: Re: FW: Cuiaba sub-debt



Rick et al.

     Pls include Celso Bernardi on all these emails.

rgds

Laine





Richard A Lammers@ENRON
29-11-2000 04:48 AM

Sent by:  Richard A Lammers@ENRON


To:   John Novak/SA/Enron@Enron, Mbeckworth@velaw.com
cc:   Richard A Lammers/SA/Enron@Enron, Rob G Gay/NA/Enron@Enron, Laine A
      Powell/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT

Subject:  Re: FW: Cuiaba sub-debt  (Document link: A Laine Powell 2000)

John I am board with the extension for sure.I do not agree with amending
the notes to add the default interest provision if this will jeopardise our
central Bank approval or cause other significacnt delays. Please advise as
I will try to clear this with Celso tomorrowI



John Novak
11/28/2000 09:51 AM

To:   Richard A Lammers/SA/Enron@Enron, Rob G Gay/NA/Enron@Enron
cc:
Subject:  Re: FW: Cuiaba sub-debt  (Document link: Richard A Lammers)

Gents - let's add this to our list to discuss on the call this evening.



"Beckworth, Melissa" <mbeckworth@velaw.com> on 11/27/2000 07:11:59 PM

To:   "Novak, John (Enron)" <john.novak@enron.com>
cc:

Subject:  FW: Cuiaba sub-debt


John - What do you think? Can I go forward with this extension of the
sub-debt until June 30, 2001?

-----Original Message-----
From: Beckworth, Melissa
Sent: Tuesday, November 21, 2000 7:20 PM
To: Novak, John (Enron); Barquin, John
Cc: 'miguel.mendoza@enron.com'
Subject: FW: Cuiaba sub-debt
Importance: High


John/John -

We have a new sub-debt issue -- The existing shareholder subordinated loan
promissory notes have a maturity of the earlier of December 31, 2000 or the
closing of third-party financing, and the Central Bank registrations
reflect
that. Celso has requested MMSO to draft letters to the Central Bank asking
for an extension of the maturity to June 30, 2001. He says that Johannes
Walzebuck has agreed to the extension of maturity for Shell but that he has
had no response from Enron (I think he sent a message to Novak, Powell,
Lammers, Rangel, Walzebuck and Dutton on Nov 13). The A&R SFA doesn't have
an explicit maturity date for the loans but it has a form of note attached
which carries the maturity date -- the notes are to be considered a part of
the agreement. The form of note attached to the A&R SFA carries default
interest but the simple form notes that are actually in existence (the ones
that were just printed) do not have default interest provisions (we had to
match the original registrations and default interest was not a registered
payment condition). Unless you all want to just leave the notes and hope
that we can collect default interest, I have asked MMSO what we need to do
-- I assume we have to issue replacement promissory notes with the new
maturity date. We would then send the notification letters to the Central
Bank notifying them of the extension. We also need to address this in the
2nd A to the A&R SFA. My note below tries to explain what all is going on
with the various assignments and notifications.

The main thing I need from you is to let me know what your thoughts are
from
an Enron perspective and how you wish for me to proceed. Do you need to
talk
to Lammers/Powell/Gay? Let me know. Regards, Melissa

-----Original Message-----
From: Beckworth, Melissa
Sent: Tuesday, November 21, 2000 3:59 PM
To: 'Celso.Bernardi@enron.com'; Araujo, Renata Jayme De;
'iyamanaka@mmso.com.br'; 'fabioyamada@mmso.com.br'
Cc: Cristiane.Mantelli@enron.com; Barquin, John; Novak, John (Enron);
Hopkinson, Rick (Enron)
Subject: Cuiaba sub-debt


Celso - I apologize that I have not been able to speak with you about this.
I do not recall receiving a message from you about this previously, and I
have been out of the office without access to my e-mail or international
service all day today. The Amended and Restated Shareholders Funding
Agreement will have to be amended (there is a 2nd Amendment in draft form
right now that has not been finalized) to include a new form of note with
the new maturity date. We will also have to draft some form of letter
agreement/waiver to address the fact that the maturity of the previously
issued promissory notes is being extended (perhaps this can just be an
additional provision in the 2nd amendment).

Fabio and Irenne - Will we need to issue replacement promissory notes with
the new maturity date for all of the existing promissory notes or is there
any other way to address this effectively under Brazilian law?

Also, Fabio and Irenne - with respect to the notification letters for the
TR
Buyout loans, I wonder if it might be easier to go ahead and deliver the
notices of assignment to the Central Bank because the loans that were
assigned (and the loans mentioned in the letters) do not encompass all of
the shareholder loans. The Shell assignment agreement for the SGL to SCHL
assignment for EPE should be complete within the next few days and is dated
"as of September 30, 2000". I assume Shell has notification letters to
deliver as well for that assignment. Did you receive my fax with the
mark-up
of the notification letters?

Maybe we could do this in two steps:

1) Deliver the notification of assignment letters and schedules for the
Transredes Buyout and for the Shell assignment of EPE loans from SGL to
STDCL.

2) Execute 2nd Amendment to A& R Shareholders Funding Agreement with new
form of promissory note with new maturity and approving extension of
maturity date of existing loans, complete the Enron assignments of the
replacement notes (for EPE and GasMat credits) to Enron Netherlands
Holdings
B.V., and notify the Central Bank of the extension of the maturity date on
the existing promissory notes and of the Enron assignments.

The reason I suggest this breakdown is that the items in number 1 are
basically complete and have been approved. The others are not complete yet
and could be done in the next week or two.

I know this is a lot to coordinate; you can let me know if you have
suggestions about the different steps we should take and in what order.

I will try to speak to John and John about the Enron approvals on this and
get back to everyone.

Regards, Melissa

-----Original Message-----
From: Celso.Bernardi@enron.com [mailto:Celso.Bernardi@enron.com]
Sent: Tuesday, November 21, 2000 10:01 AM
To: raraujo@velaw.com
Cc: celso.bernardi@enron.com; Cristiane.Mantelli@enron.com;
iyamanaka@mmso.com.br; fabioyamada@mmso.com.br; mbeckworth@velaw.com
Subject: RE: Alteracao de Certificado de Registro



Renata,
I have been triyng to talk to Melissa on this issue, but she is not
responding to me.  I sent an email about this to Laine, Lammers, Rafael
Rangel, Novak and Miguel Mendoza from Enron and Johannes from Shell.  I
only got answer from Shell approving my suggestion for extension.  Also I
need from someone to confirm that there is no restriction in the
shreholders agreement about this extension.
I requested Irene to send me the draft to save time in the near future.
Let me know if you need aything else.
rgds
Celso




"Araujo, Renata Jayme De" <raraujo@velaw.com> on 20/11/2000 18:45:25

To:   "'celso.bernardi@enron.com'" <celso.bernardi@enron.com>,
      "'Cristiane.Mantelli@enron.com '" <Cristiane.Mantelli@enron.com>,
      "'iyamanaka@mmso.com.br'" <iyamanaka@mmso.com.br>,
      "'fabioyamada@mmso.com.br'" <fabioyamada@mmso.com.br>
cc:   "Beckworth, Melissa" <mbeckworth@velaw.com>
Subject:  RE: Alteracao de Certificado de Registro


Dear all,

I have spoken with Irene and she will get the remaining copies from Ricardo
Pinto (from Machado Meyer), and Sandra Vassel.

Irene has told me that the change in the dates of the certificates is due
to
the fact that the loans that are going to be used to repay the amounts
reflected in the certificates are not going to be granted this year, but
only mid next year. Therefore, the current date (12/31/2000) would be
changed to June 30th, 2001. Celso, I would like to ask you to kindly
confirm
this understanding, since Irene has told me that you asked her to make the
letters to the Central Bank notifying the date change, but she had not had
more details about the matter.

Finally, Melissa has asked Machado Meyer whether the current drafts of the
letters to the Central Bank notifying the two assignment of credits (from
Transredes to Enron and Shell, so called "Transredes Byout", and from Shell
Generating to Shell Treasury) have to change due to the date change
reflected in the new letters circulated below.

Thank you for the attention.

Regards,

Renata

-----Original Message-----
From: Cristiane.Mantelli@enron.com
To: raraujo@velaw.com
Sent: 17/11/00 14:20
Subject: Alteracao de Certificado de Registro


Renata,
          Eu envie copia das Atas da Reuniao dos Quotistas das duas
empresas, onde eles aprovam a assinatura do Credit Assignment Agreement
entre a Transredes e a Enron e a Shell de 15 de setembro de 2000.
     Nos nao temos outro documento que fale sobre isto. Voce poderia nos
ajudar?
no aguardo
     Obrigada!
     Cris

---------------------- Forwarded by Cristiane Mantelli/ENRON_DEVELOPMENT
on
17/11/2000 16:13 Cris,



"Irenne Yamanaka - (YAM)" <Iyamanaka@mmso.com.br> on 14/11/2000 17:17:17

To:   <Celso.Bernardi@enron.com>, <Maria.Souza@enron.com>,
      <Monika.Malhado.Oliveira@enron.com>
cc:   "Fabio Yamada - (FBY)" <fabioyamada@mmso.com.br>
Subject:  Alteracao de Certificado de Registro


Prezados Senhores,

Conforme solicitado, seguem anexas minutas das cartas a serem
apresentadas
pelo Banco Central, referentes a alteracao da data de vencimento dos
emprestimos.

Por favor, queiram nos informar acerca da situacao atual (i) do processo
de
cessao dos creditos da Transredes para os demais credores e (ii) do
processo de cessao dos creditos pela Shell Generating Ltd. a Shell
Treasury
Dollar Company Ltd., para, se for o caso, efetuarmos as modificacoes
necessarias nas minutas.

Nesse sentido, esclarecemos desde ja que, no caso da cessao (ii) nao ter
ocorrido, deverao ser apresentadas cartas referentes aos emprestimos
concedidos pela Shell Generating Ltd. (11/1998 ate 12/1999) e,
separadamente, outras cartas referentes aos emprestimos concedidos pela
Shell Treasury Dollar Company Ltd. (01/2000 ate hoje).

Permanecemos a disposicao para quaisquer esclarecimentos que se facam
necessarios.

Atenciosamente,

Fabio Yamada

Irenne Yamanaka



(See attached file: extension.EPE.doc)
(See attached file: extension.Enron.doc)
(See attached file: extension.Transredes.doc)
(See attached file: extension.Shell.doc)



 <<extension.EPE.doc>>  <<extension.Enron.doc>>
<<extension.Transredes.doc>>  <<extension.Shell.doc>>
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