---------------------- Forwarded by Kay Mann/Corp/Enron on 06/06/2000 06:08 
PM ---------------------------


jeffreye.smith@ps.ge.com on 06/06/2000 06:08:59 PM
To: Kay.Mann@enron.com
cc: Brian.D.Barto@enron.com, tim.lederach@ps.ge.com, 
john.schroeder@ps.ge.com, karl.siverling@ps.ge.com 

Subject: RE: language for Withholding (Section 5.2.2)

Kay,
See the proposed wording, below.  This is the only contract text issue I am
aware of.
Other than the items mentioned in my e-mail of June 1st/2nd (on the
consolidation agreement) and finalization of the "letter agreement" (you got
my fax), we are there.
Implied in the above, is that at this point I think the split agreement
approach would get us to closure faster.
Regards,
Jeff Smith

-----Original Message-----
From:   Lederach, Timothy P (PS, Finance) 
Sent:   Tuesday, June 06, 2000 4:12 PM
To:   Smith, Jeffrey E (PS, CommOps)
Subject:   RE: language for Withholding (Section 5.2.2)

I have no problem with their proposed addition as it applies to the onshore
contract.  However, I would recommend modifying it as follows:

      If Purchaser is obligated to make any payment to Seller that
is subject to any withholding tax, then Purchaser shall remit the
appropriate withholding tax to the proper governmental authorities, and
Purchaser shall then remit the net amount of the payment (i.e., the gross
payment minus the applicable withholding tax) to Seller.  Seller agrees to
provide Purchaser with an original tax receipt, in Seller's name, indicating
remittance by the Purchaser of the amounts withheld.  Failure to provide
this receipt within a reasonable period of time will result in the amount
withheld becoming payable to the Seller.
Regards

Tim Lederach
GEPS Taxes


      -----Original Message-----
      From:   Smith, Jeffrey E (PS, CommOps) 
      Sent:   Tuesday, June 06, 2000 2:43 PM
      To:   Lederach, Timothy P (PS, Finance)
      Subject:   FW: language for Withholding (Section 5.2.2)
      Importance:   High

      Tim,
      Enron wants to add this to the end of Clause 5.2.2.
Attached is the latest version of the On-Shore Contract for reference.
      Please let me know your opinion.
      We can talk to Enron about this if appropriate.
      Thanks,
      Jeff Smith
          << File: VITRO5-on-r1b.wpd >>   

      -----Original Message-----
      From:   Brian D Barto [mailto:Brian.D.Barto@enron.com]
<mailto:[mailto:Brian.D.Barto@enron.com]>
      Sent:   Tuesday, June 06, 2000 2:23 PM
      To:   jeffreye.smith@ps.ge.com
      Subject:   language for Withholding (Section 5.2.2)




      If Purchaser is obligated to make any payment to Seller that
is subject to any withholding tax, then Purchaser shall remit the
appropriate withholding tax to the proper governmental authorities, and
Purchaser shall then remit the net amount of the payment (i.e., the gross
payment minus the applicable withholding tax) to Seller.