Mary,  thanks so much for your note.  In terms of managing costs this is a 
little like trying to save money on the project by turning out the lights in 
my office when I go home; However, I have noticed over the course of this 
deal that FF failed to accuratrely reflect the business deal on a number of 
occaisions when issues were resolved verbally.  This resulted in things 
having to be revisited and rehashed in a costly manner.  Therefore, with the 
ECA, I attempted to reach agreement on the commercial structure first and 
actually reflect the result in the table.  The concern I raised with Nancy 
was the fact that even when given a written record of the result reached by 
the business people, the document provided still reflected the principal 
terms poorly.   We were able to resolve this problem on Fridays call, but the 
call was costly (outside lawyers in attendance were Melissa, Stefan, Cliff, 
Mathew, and I believe Juliana).  In fact things went swimmingly on the call 
primarily because there was no new ground being broken.  

I am just trying to improve things a little bit with this discussion.  I 
remain extreemely appreciative of all of your efforts and I think the world 
of Melissa and the job she has done on this project.

Thanks for listening.






"Mervenne, Mary" <MMERV@opic.gov> on 12/18/2000 08:31:19 AM
To: "'Rob.G.Gay@enron.com'" <Rob.G.Gay@enron.com>
cc:  

Subject: RE: ECA provisions


Rob

Nancy informed me that you were not happy because certain provisions/deals
discussed on the business side were not accurately reflected in the finance
agreements, which is creating additional legal expenses.  I assume you are
referring to a recent draft of the ECA in which the fall away provisions
that we discussed were not accurately reflected in the agreement.  This is
my fault - in the interest of trying to expedite getting the draft to the
sponsors, I authorized Melissa to send the draft out without reviewing the
provisions first.  Normally, KfW and OPIC review the agreements before
sending to you and our lawyers make the required changes before you see the
agreement.  I will no longer authorize her to send anything to the sponsors
before KfW and OPIC review the contents in full.  Hopefully - this will help
prevent this situation from occuring in the future.

Sorry for the inconvenience this caused the sponsors.

Mary