Dan,

Could you please forward a draft of the side letter indemnifying EFI with 
PQPC like we did on the Corinto (Nicaragua) contract. Please copy Diana and 
me.

Thanks,
Doug
---------------------- Forwarded by Doug Leach/HOU/ECT on 08/14/2000 10:30 AM 
---------------------------


Diana Parker@ENRON_DEVELOPMENT
08/11/2000 06:29 PM
To: Carlos F Ubieto/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Ermes 
Melinchon/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Doug Leach@ECT
cc:  
Subject: Re: PQPC-EPOS Fuel Supply Agreement  

Carlos,

I have discussed these points with Doug Leach and with Ermes Melinchon, and I 
left you a message today to talk with you about them.  I think we can resolve 
all issues as set forth below and in the attached revised agreement. Please 
call me right away if you disagree, as I am posting this to the OPIC website 
and the circulating the agreement for execution.   I will send a revised 
agreement to Glencore in order to correct Section 5.3.

Doug--to the extent the side letter you referred to for Section 13.1 will 
amend the Fuel Supply Agreements (which I assume it will), we will need to 
show it to our lenders--please send the side letter to me ASAP.  

Thanks,
Diana






Carlos F Ubieto
07/31/2000 08:44 PM
To: Diana Parker/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Ermes Melinchon/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Roberto 
Figueroa/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Joseph M 
Galan/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Andrea Gonzalez/NA/Enron@ENRON, 
Doug Leach@ECT, Dan J Hyvl@ECT, mspivak@velaw.com, jmwilson@velaw.com, Jose 
Sarmiento/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT 

Subject: Re: PQPC-EPOS Fuel Supply Agreement  

Diana,

Sorry for the delay but last week we had two Board Meetings on Thursday and 
Friday.

Following you will find our comments:

1.- Section 5.3, in the note after the formula instead of " values used in 
calculating the above formula shall be set at "0" ", I suggest to write " 
Shall be taken out of the formula". This is because if you set those value at 
"0" you will have a wrong result in the formula. The issue is take out the 
correspondent factor.  Agreed.  I will change this.  

2.- Section 7.2 letter (a), first line: it refers that PQPC may cancel or 
reduce any PQPC's order prior to the Cancellation Date. The Cancellation Date 
is not less than 21 days prior to the fist day of the scheduled delivery 
period (1.3). But in section 7.1 letter (b)  reads that PQPC's order should 
be issued no later than 21 days prior of the fist day of the scheduled 
delivery period. Does it make sense?, I mean, the cancellation date could 
coincide with the PQPC's order day. Is it possible to have a Cancellation 
Date not less than 15 days?  This is okay as written.  

3.- Section 9.3. in the fourth line starting in "the sixth (6th.) day after 
...."  Why it is different of the latest version of FSA between EPOS and 
Glencore. In the FSA EPOS-GLENCORE is clear that " the sixth (6th) day of the 
calendar month following the calendar month in which the NOR date falls". 
This make sense since the invoice price will be the monthly average of the 
prices of the calendar month in which the NOR date falls.  Corrected.

4.- Section 9.3 in line 18, why it is deleted "average of the"  and in the 
FSA EPOS_Glencore it is active.  This was also deleted in the Glencore-EPOS 
FSA (at Glencore's request)

5.- Section 10.3 is missing the latest modification that was done in the FSA 
EPOS-Glencore. Also that correction needs to be rewrite: "EPOS shall be 
responsible for additional demurrage charges caused by EPOS failing to arrive 
at the unloading point during the scheduled delivery period to the extend 
such demurrage cost are a direct result of such failure".  Corrected.

6.- In the middle of Section 12.1, after " which meets the specifications set 
forth herein"  is missing "said quantity to be officially measured at the 
shore tank's up-gauge" like was included in the FSA EPOS-Glencore.  
Corrected.  

7.- In Section 13.1. As we discussed some weeks ago, it is necessarily to 
include that in no event the laytime should be less than 24 hours. I remember 
that Doug Leach already talked about it with Glencore and every body agreed.  
Doug Leach advised me that this would be handled in a side letter that will 
also apply to Corinto. 

8.- In section 13.2, after "Section 10.2" should be included "and 10.3" like 
it is in the FSA EPOS-Glencore.  Corrected

9.- In Clause XVIII, the telephone of PQPC is (502) 368-1793 and the 
facsimile (502) 368-2555. These numbers should be included.  Corrected

10.- Section 21.7, instead of "Glencore and EPOS" should be "EPOS and PQPC".  
Corrected

Regards, Carlos





Diana Parker
07/24/2000 07:48 PM
To: Ermes Melinchon/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Roberto 
Figueroa/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Carlos F 
Ubieto/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Joseph M 
Galan/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Andrea Gonzalez/NA/Enron@ENRON, 
Doug Leach@ECT, Dan J Hyvl@ECT, mspivak@velaw.com, jmwilson@velaw.com
cc:  

Subject: PQPC-EPOS Fuel Supply Agreement

Please find attached the final version of this agreement, redlined against 
the May 24 draft.  Please provide any comments by Wednesday, as we need to 
post this to the OPIC website and have it executed.  This agreement more or 
less mirrors the Glencore-EPOS Fuel Supply Agreement that has been sent to 
Glencore for execution.  

Regards,
Diana