Brian,

I'm not sure I understand their objection to the wording about the guaranty.  
Do you think that there is going to be a problem with them accepting the 
Mitsui guaranty? I don't know what the arrangements are with Mitsui, and 
perhaps there isn't a real issue due to how this is being handled in the EPC 
contracts.  

My understanding is that Peggy will be giving legal sign off on these 
agreements for ENA.

Kay





Brian D Barto@ENRON_DEVELOPMENT
06/19/2000 04:08 PM
To: Kay Mann/Corp/Enron@ENRON
cc: Peggy Banczak/HOU/ECT@ECT@ENRON, Steve Irvin/HOU/ECT@ECT@ENRON 

Subject: Re: Vitro GE consolidation Agreement comments  



Kay, I intend to print out the final agreements and take them over to your 
office for execution today if you are ready.  Please advise.

As the Consolidation Agreement was thought by GE to be finalized, and all of 
the contract documents to be executed last Friday (which did not happen), I 
am not surprised at the following responses Jeff Smith gave me today to the 
suggested changes.

The edit on page 4 to the last "Whereas" is acceptable;

The edits to Clauses 2(a) and 2(b) are not accepted.  GE does not have any 
defenses under either contract for insolvency, bankruptcy or similar 
circumstances because they are events of breach of contract and subject to 
the remedy of termination if not cured after notice.  Pursuant to Clause 5, 
if one contract is subject to termination, then the other is also.  However, 
we have the ability to partially terminate if we see fit.  (Example:  Under 
the Onshore Contract, GEOIC's TD of I personnel do not show up, we can 
terminate only the TD of I scope and self perform.  The equipment, its 
warranties and guarantees are still in place).  GE sees the added language as 
unnecessary.

The suggested lined out changes to Clause 6 is not acceptable to GE.  GE 
requires that the tie back to the notices provisions of the Contracts 
remain.  The other edits to this Clause are acceptable.

The suggested change to Clause 15 is not acceptable.  GE states that they 
wish to remain simplistic and firm in this document, and that it should not 
reflect Enron's buisness arrangements such as the subsequent assignment to 
Mitsui.  GE wants to be sure the assignment language is not skirted.   If the 
ENA parent guarantee has not been provided by the time the Contracts are 
assigned to Mitsui, the Assignment provisions of the Contracts allow for the 
replacement of the ENA obligation by other equivalent guarantees or 
assurances.  Additionally, the ENA parent guarantee (a guarantee 
substantially less than one provided by Enron Crop) was originally to be 
provided as a condition precedent to execution of the Contracts, but we 
talked them into a due date of 30 days later.  This request looks like 
retrading the deal to GE and they do not want to lose the little comfort they 
have now. 



To: Peggy Banczak/HOU/ECT@ECT, Brian D 
Barto/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Steve Irvin/HOU/ECT@ECT
cc:  

Subject: Vitro GE consolidation Agreement comments


---------------------- Forwarded by Kay Mann/Corp/Enron on 06/16/2000 03:58 
PM ---------------------------


"Stan Jensen" <sjensen@bracepatt.com> on 06/16/2000 03:44:28 PM
To: <kay.mann@enron.com>
cc:  

Subject: Vitro GE consolidation Agreement comments


Attached is a redline showing a few proposed modifications to the GE 
consolidation agreement.

Please feel free to call me at (713) 221-1524 with any questions.

Stan Jensen

 - GEred.doc