Please print the attachment.  Thank you.

 -----Original Message-----
From: 	Walls Jr., Rob  
Sent:	Monday, April 16, 2001 2:05 PM
To:	Derrick Jr., James
Subject:	FW: Termination Roadmap

Jim -

Although this is a first draft, it will give you some indication of the relative strengths and weaknesses of our legal claims for termination as they exist today.  This is something you should read.    

Thanks.

Rob

 -----Original Message-----
From: 	"Fuji, Hiroko" <hiroko.fuji@linklaters.com>@ENRON [mailto:IMCEANOTES-+22Fuji+2C+20Hiroko+22+20+3Chiroko+2Efuji+40linklaters+2Ecom+3E+40ENRON@ENRON.com] 
Sent:	Friday, April 13, 2001 6:40 AM
To:	Lundstrom, Bruce; lbrasher@skadden.com; Katwala, Sandeep; Walker, Christopher; Walls Jr., Rob; Kraske, Paul; Mathis, Robert; Brownfeld, Gail; Chin, Julia H.; Jose.ibieta@gecapital.com; bgordon@ben.bechtel.com; rlnelson@thelenreid.com
Cc:	Salt, Stuart; Gewirtz, Jeremy
Subject:	Termination Roadmap


Please find attached a first draft of the "Termination Roadmap" memo setting
out the various options for DPC in relation to the commencement of the
termination process and the choices it faces having initiated the process.
I am circulating this as a preliminary draft to lawyers only in the first
instance, in the knowledge that it probably needs to be refined (and
abbreviated) before it goes to wider circulation.
Please note also that it has been prepared without the benefit of having
seen the Godbole Committee Report (now out and on sale on the streets of
Bombay).
From a commercial point of view, of immediate interest is the analysis in
relation ot the decision on whether or not to complete the construction of
Phase II and whether or not to continue operation of the plant. On both
counts we identify significant risks to DPC of ceasing construction /
operation and we really should consider the overall termination strategy in
the round before decisions on this front are taken, however obvious the
answers may seem to be from a purely financial point of view.
The note is limited to the process under the PPA and coes not consider, for
instance, the influence of Lenders on the process or the role of the LNG
suppliers. It also ignores MetGas. I am happy to expand the note to cover
these aspects, and certainly in relation to the Lenders' position would need
and welcome Lance's collaboration.
Finally, I am also sure that changes will be necessary to take on board the
views of Gail and Christopher in relation to how the arbitration proceedings
would progress in parallel with the termination process. Part of what I have
written is based on discussions with Chris, but he has not yet had an
opportunity to look through the note itself having been preoccupied with
getting Notices of Arbitration out, and I would expect further changes once
he has had an opportunity to do so.
regards,
Jonathan
Jonathan Inman
Partner
Linklaters, Tokyo
a member firm of Linklaters & Alliance
Telephone: +813 3568 3801
Group 3 fax: +813 3568 3888
Group 4 fax: +813 3568 3444
jonathan.inman@linklaters.com
<http://www.linklaters.com/>
<http://www.linklaters-alliance.com/>
 <<010413_Termination Options.doc>>
Hiro Fuji
Linklaters, Tokyo
Phone +81 3 3568 3854 (direct)





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 - 010413_Termination Options.doc