Dan

For what its worth (given that HPL is about to leave the Enron fold and I'll 
have to start all over with AEP's credit group!!), Roche would accept the GTC 
execpt the crucial part about collateral threshold and suggest the below 
language.

Comments??

Lee


---------------------- Forwarded by Lee L Papayoti/HOU/ECT on 05/30/2001 
12:27 PM ---------------------------


"Radigan, William J {Purc~Parsippany}" <WILLIAM_J.RADIGAN@ROCHE.COM> on 
05/29/2001 04:41:05 PM
To: "'Lee.L.Papayoti@enron.com'" <Lee.L.Papayoti@enron.com>
cc: "Griffith, Bob {PROC~Freeport}" <BOB.GRIFFITH@ROCHE.COM> 
Subject: RE: Proposed contract language




Lee, 
We presently have approved the following paragraph in regards to hedging 
responsibility with another one of our natural gas suppliers with whom we 
lock in prices through Futures buying.? Would this paragraph be acceptable in 
lieu of your article 12 in HPL's Terms and Conditions?? 

Bill 

Financial Responsibility: In the event that in HPL's sole, but good faith, 
business judgment, exercised in a manner consistent with general commercial 
standards, HPL has reasonable grounds for insecurity of RVI's ability to 
perform its obligations under this Agreement, HPL may demand adequate 
assurance of performance from RVI.? Adequate assurance shall mean, but not be 
limited to, sufficient security in a form, for a term, and in an amount 
reasonably acceptable to HPL, including, but not limited to, a standby 
irrevocable letter of credit.? If RVI fails to deliver such adequate 
assurance within ten (10) business days following receipt of a written 
request by HPL, then RVI shall be considered to be in default of this 
Agreement. Similarly, in the event that in RVI's sole, but good faith, 
business judgment, exercised in a manner consistent with general commercial 
standards, RVI has reasonable grounds for insecurity of HPL's ability to 
perform its obligations under this Agreement, RVI may demand adequate 
assurance of performance from HPL.? Adequate assurance shall mean, but not be 
limited to, sufficient security in a form, for a term, and in an amount 
reasonably acceptable to RVI, including, but not limited to, a standby 
irrevocable letter of credit.? If HPL fails to deliver such adequate 
assurance within ten (10) business days following receipt of a written 
request by RVI, then HPL shall be considered to be in default of this 
Agreement.

-----Original Message----- 
From: Lee.L.Papayoti@enron.com [mailto:Lee.L.Papayoti@enron.com] 
Sent: Friday, May 25, 2001 1:34 PM 
To: Wiilliam Radigan 
Cc: Bob Griffith 
Subject: Proposed contract language 

Mr. Radigan 

We have developed the language that is required to be able to enter into a 
fixed price transaction for the Freeport Plant. 

Because our existing physical contract is an older format, it proved to be 
cumbersome to modify it.? Therefore, we would enter into a new agreement 
for the fixed price volume as follows: 

(See attached file: roche-gtc-2001-049crfm.doc) 

Any volumes over the fixed price volumes would continue to flow under the 
existing agreement.? The new contract would be the first volumes through 
the meter. 

Please call to dicsuss after you have had a chance to review. 

Lee Papayoti