Some thoughts, observations, suggestions:

1. Advantages to the single contract:

Don't need a consolidation agreement, so we don't have to negotiate one.
Better from a liability standpoint.
Easier to administer.

Is there any reason we can't go with a single contract?

2. Repayment/prepayment

I'm working with Steve on the letter agreement.

3.  Assignment to Mitsui

Steve is confirming payment issues, and ability to comply with GE's requested 
payment within 3 days of executing the contract.  This means that the 
assignment and assumption needs to be executed contemporaneously with the GE 
contract.  I have a call in to Rob Stevens to verify, in Stan's absence.  
Peggy is checking on this, also.

4. Parent guaranty.

GE is requesting an Enron parent guaranty.  From a quick review of the draft 
contract, it appears that a change in language will be necessary, since the 
current version only requires a parent guaranty in the case of an assignment 
to a certain class of assignees.  If I am correct, then I suggest consider 
inserting new language that the parent guaranty will be due 30 days after 
execution of the contract, so that Mitsui can provide the guaranty, if 
necessary. 

Kay





Jeff Blumenthal@ECT
06/02/2000 03:23 PM
To: Kay Mann/Corp/Enron@ENRON
cc: Brian D Barto/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Steve 
Irvin/HOU/ECT@ECT, Reynaldo Garcia/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Peggy 
Banczak/HOU/ECT@ECT, Marc Sabine/NA/Enron@ENRON 

Subject: Re: Enron Monterrey/Vitro  

Kay,

The division of contracts between an Onshore Agreement and an Offshore 
Agreement is of no consequence to Enron Energia Industrial de Mexico, S. de 
R.L. de C.V. ("EEIM") (which is wholly-owned by Enron North America Corp.)  
Brian refers below to the fact that Rey Garcia and I spoke and decided that a 
split of the contracts was necessary for Enron because of Mexican value-added 
tax concerns.  At that time, however, the Enron entity that was to enter into 
the contract(s) was Enron North America Corp., a U.S. corporation.  For 
several Mexican tax reasons, we advised that the appropriate Enron entity to 
enter into the contract(s) is EEIM, a Mexican entity.  Please contact me at 
ext. 35777 if you have any questions.

Best regards,

Jeff


   
	
	
	From:  Kay Mann @ ENRON                           06/02/2000 01:46 PM
	

To: Jeff Blumenthal/HOU/ECT@ECT
cc:  
Subject: Re: Enron Monterrey/Vitro


---------------------- Forwarded by Kay Mann/Corp/Enron on 06/02/2000 01:46 
PM ---------------------------


Brian D Barto@ENRON_DEVELOPMENT
06/02/2000 01:28 PM
To: Kay Mann/Corp/Enron@ENRON
cc:  

Subject: Re: Enron Monterrey/Vitro  

Jeff and Reynaldo Garcia spoke on this subject at length, and Rey convinced 
Jeff that spitting was necessary.  AT that time the Enron Contracting entity 
was not specified to be Energia...    If you want to unsplit the documents it 
will add additional time in excess geting a consolidation agreement completed 
I think.  Please include Rey in your quest for closure.  PS  GE is now OK 
with the split.

I need help getting closure on the Consolidation Agreement.  I hope that we 
do not invent other issues as well.