For your reading pleasure...


---------------------- Forwarded by Kay Mann/Corp/Enron on 07/06/2000 01:24 
PM ---------------------------
   
	Enron North America Corp.
	
	From:  Kay Mann                           07/06/2000 09:45 AM
	

To: Lisa Bills/Corp/Enron@ENRON
cc: Ben Jacoby/HOU/ECT@ECT, Herman Manis/Corp/Enron@ENRON, Matthew 
Berry/HOU/ECT@ECT, Carl Tricoli/Corp/Enron@Enron, Thomas M 
Suffield/Corp/Enron@ENRON, Matthew F Gockerman/HOU/ECT@ECT, Roseann 
Engeldorf/Corp/Enron@ENRON, robtaylor@andrews-kurth.com, Kathleen 
Clark/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT 

Subject: Re: ABB Agreement for Review  

Lisa,

Thank you for the timely comments.

Credit support.  On the issue of credit support for a project company 
partially owned by Enron, ABB has some concerns even when Enron still holds 
an equity interest due to some late payment problems they had in the past 
with an Enron project company.  Also, the ABB and GE payment schedules are 
different, with GE being more front end loaded. For example, GE will have 
received 45% of the total payments due by the time the first 4 units are 
ready to ship; by the time the last 6 units are ready to ship, they will have 
received 95% of the payment.  In contrast, we hold 25% of the price of each 
ABB unit until delivery (15%) and acceptance (10%) of that particular unit.

Effective date.  The typical reason for an earlier effective date is to 
capture any work which ABB may have chosen to do during the option period in 
order to hold their guaranteed completion dates.  In the GE contract we 
addressed the issue in section 30.3, stating that it governs all work 
performed pursuant to the agreement in principle. It is fine with me to make 
the effective date a current one.

 Price change. I will confirm why the prices changed $78,000 from the latest 
option agreement. I suspect there were changes in the specifications since 
the data sheets have changed.  

Hope this was helpful.

Kay




   
	Enron North America Corp.
	
	From:  Lisa Bills                           07/05/2000 09:02 PM
	

To: Kay Mann/Corp/Enron@Enron
cc: Ben Jacoby/HOU/ECT@ECT, Herman Manis/Corp/Enron@ENRON, Matthew 
Berry/HOU/ECT@ECT, Carl Tricoli/Corp/Enron@Enron, Thomas M 
Suffield/Corp/Enron@ENRON, Matthew F Gockerman/HOU/ECT@ECT, Roseann 
Engeldorf/Corp/Enron@ENRON, robtaylor@andrews-kurth.com 

Subject: ABB Agreement for Review

Here are my comments:

Assignment Language:
in (i) "WestLB" should be changed to "Purchaser"
in (ii) - although this is a business point I think it is important to 
question: why should we provide credit support to the JV/partnership/llc when 
we are required to keep a min. 19.5% interest?  This is not a GE requirement 
and it is a doubling up of Enron-type support which will make the venture 
much more expensive to finance.

Purchase Agreement:
Def. of Business Day:  let's add New York since this is where WestLB funds 
from.
2.1(B):  It should be "Agent's" person to approve change orders, not 
"Purchaser's"
2.2:  "Purchaser" should be used rather than "WestLB" since it is not as 
limiting.
7.1:  Why is the Effective Date backdated to the date of the first option 
agreement execution date?
Exhibit N - Purchase Amount Reconciliation:  The total amount of the three 
purchase amounts is $78M less than the same amounts detailed in the latest 
Option Agreement.  I'd like to understand why this is, especially in light of 
the Effective Date in 7.1, to insure that AA won't determine that the Option 
Premiums paid were somehow a deposit or credit toward the purchase price of 
the transformers.

Regards, Lisa
---------------------- Forwarded by Lisa Bills/Corp/Enron on 07/05/2000 08:45 
PM ---------------------------


Matthew Berry@ECT
07/05/2000 02:43 PM
To: Lisa Bills/Corp/Enron@ENRON
cc:  

Subject: ABB Agreement for Review


---------------------- Forwarded by Matthew Berry/HOU/ECT on 07/05/2000 03:42 
PM ---------------------------
   
	
	
	From:  Kay Mann @ ENRON                           07/05/2000 02:36 PM
	

To: Herman Manis/Corp/Enron@ENRON, Matthew Berry/HOU/ECT@ECT, Carl 
Tricoli/Corp/Enron@Enron, Thomas M Suffield/Corp/Enron@ENRON, Matthew F 
Gockerman/HOU/ECT@ECT, Ben Jacoby/HOU/ECT@ECT
cc:  
Subject: ABB Agreement for Review

Gentlemen,

I've made some changes to the assignment language of the ABB contract. The 
language is not identical to the LM 6000 language, but is substantially the 
same, and in some respects better.  Please let me know if you have any 
substantive comments:



I am also attaching the current draft of the contract.  It is being revised 
to incorporate delivery dates and to clarify the scope to include 
installation obligations of ABB (haul and install).  Also, in the fourth line 
of the first paragraph, the word "Purchaser" will be added to the 
parenthetical, after "WestLB". Any other changes should be very minor or 
technical.

We are trying to get this finished this week.  Please let me know if you have 
any questions or comments.

Kay


---------------------- Forwarded by Kay Mann/Corp/Enron on 07/05/2000 02:25 
PM ---------------------------
From: Kathleen Clark@ENRON_DEVELOPMENT on 06/30/2000 01:40 PM
To: ben.jacoby@enron.com, kay.mann@enron.com
cc:  

Subject: ABB Agreement for Review

Attached is the latest ABB agreement for your review: