Message-ID: <23643604.1075842211656.JavaMail.evans@thyme> Date: Tue, 11 May 1999 02:29:00 -0700 (PDT) From: dan.hyvl@enron.com To: frank.sayre@enron.com Subject: Nicaragua fuel supply documents Cc: janice.avery@enron.com, doug.leach@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: janice.avery@enron.com, doug.leach@enron.com X-From: Dan J Hyvl X-To: Frank Sayre X-cc: Janice Avery, Doug Leach X-bcc: X-Folder: \Dan_Hyvl_Dec2000_June2001\Notes Folders\All documents X-Origin: HYVL-D X-FileName: dhyvl.nsf I have reviewed the documents you forwarded to me and have the following comments: 1. Fuel Supply Agreement to be entered into between Glencore Ltd. and Enron Fuels International, Inc. - Page 15 - last sentence of 15.2 should read as follows: "The total cost of such testing at the Unloading Point shall be shared equally by Seller and Owner." 2. Fuel Supply Agreement to be entered into between Enron Fuels International, Inc. and Empresa Energetica Corinto Ltd. - Page 6 - first line of 7.1 (b) the number of days should be changed from "20" to "21". Page 15 - last sentence of 15.1 should read as follows: "Any costs of testing at the loading port shall be borne by Seller's supplier." Page 15 - last sentence of 15.2 should read as follows: "The total cost of such testing at the Unloading Point shall be shared equally by Buyer and Seller's supplier." Page 21 - Insert the following sentence immediately prior to the last sentence of 21.1: "In the event Seller's Affiliate withdraws from the Buyer or the Project, (i) this Agreement shall immediately terminate and (ii) Buyer (as purchaser thereunder) shall enter into a direct agreement with Seller's supplier (as seller thereunder) on the same terms and conditions as this Agreement, except Buyer shall provide such security as requested by Seller's supplier." 3. Indemnification letter agreement - appears to be okay as reflected in the redlined draft. Please prepare on EI letterhead. 4. Option Agreement - The purpose of this agreement is unclear. The agreements are assignable to affiliates; however, if a new fuel affiliate is set up to take EFI out of the supply arrangements, EFI will not continue to provide technical, accounting, management and other support without adequate compensation, nor is EFI willing to give up its rights to transfer the agreements to any other EFI affiliate. I see no purpose for the Option Agreement, please delete.