Message-ID: <31275558.1075842272684.JavaMail.evans@thyme>
Date: Fri, 20 Oct 2000 11:15:00 -0700 (PDT)
From: dan.hyvl@enron.com
To: craig.breslau@enron.com, jeffrey.hodge@enron.com
Subject: Ormet Contract Language
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Craig,
 Attached please find a revised draft of the Ormet Contract.  I have 
incorporated the language from the Credit Worksheet prepared by Jason 
Williams.  That language is included in Sections 4.2 and 4.3 of the Contract 
and in the definitions for Material Adverse Change, Guarantor, Funded Debt, 
Current Ratio, and Net Worth.  
 Regarding Amy Baird's memo, I have made the requested changes in Article 3 
of the Contract regarding changing "Schedule" and "Scheduled" to "deliver" 
and "delivered" and "receive" and "received".  I did not add the language 
requested in (iii) because that language is already included in the 
definition of "Replacement Price Differential".  I included the language she 
requested under (iv) as (iii) in Section 3.2  I omitted the last sentence 
relating to consequential damages of $1,000,000 per occurrence as we 
discussed and left in the language in Section 8.3 which limits the 
consequential damages to a maximum of $1,000,000 during the term of the 
Agreement.  Likewise, I did not delete the language from Section 8.3 
providing that the gas is being supplied solely on the express 
representations and warranties provided in the Agreement and that all other 
warranties are being waived.  I did delete the language relating to Texas law 
and sentence starting with "Therefore, the Parties agree that (i) three" 
because we had agreed to delete the language from Section 4.1 which set forth 
the method of determining a party's liquidated damages.
I added a sentence at the end of Section 8.5 relating to trial before the 
court with waiver of right to jury trial.  I deleted the language relating to 
arbitration in Appendix 1.  
As we discussed, I did not make the change to force majeure.  We need to 
discuss this.  Our obligation should be limited to having firm transportation 
on one of the pipelines with interruptible transportation on the other.  If 
the firm transportation is interrupted because of force majeure, our 
obligation should be limited to using commercially reasonable efforts to 
cause the volumes to be delivered via the other pipeline if there was 
available capacity on such other pipeline.  
 Please review the contract and if you agree that it represents your 
understanding, you may forward it to the folks at Ormet.  I will be out of 
the office on Monday, but will be available by phone.