Message-ID: <1517937.1075845920621.JavaMail.evans@thyme> Date: Mon, 19 Jun 2000 09:34:00 -0700 (PDT) From: kay.mann@enron.com To: brian.barto@enron.com Subject: Re: Vitro GE consolidation Agreement comments Cc: peggy.banczak@enron.com, steve.irvin@enron.com, sjensen@bracepatt.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: peggy.banczak@enron.com, steve.irvin@enron.com, sjensen@bracepatt.com X-From: Kay Mann X-To: Brian D Barto X-cc: Peggy Banczak, Steve Irvin, sjensen@bracepatt.com X-bcc: X-Folder: \Kay_Mann_June2001_3\Notes Folders\Sent X-Origin: MANN-K X-FileName: kmann.nsf Brian, I'm not sure I understand their objection to the wording about the guaranty. Do you think that there is going to be a problem with them accepting the Mitsui guaranty? I don't know what the arrangements are with Mitsui, and perhaps there isn't a real issue due to how this is being handled in the EPC contracts. My understanding is that Peggy will be giving legal sign off on these agreements for ENA. Kay Brian D Barto@ENRON_DEVELOPMENT 06/19/2000 04:08 PM To: Kay Mann/Corp/Enron@ENRON cc: Peggy Banczak/HOU/ECT@ECT@ENRON, Steve Irvin/HOU/ECT@ECT@ENRON Subject: Re: Vitro GE consolidation Agreement comments Kay, I intend to print out the final agreements and take them over to your office for execution today if you are ready. Please advise. As the Consolidation Agreement was thought by GE to be finalized, and all of the contract documents to be executed last Friday (which did not happen), I am not surprised at the following responses Jeff Smith gave me today to the suggested changes. The edit on page 4 to the last "Whereas" is acceptable; The edits to Clauses 2(a) and 2(b) are not accepted. GE does not have any defenses under either contract for insolvency, bankruptcy or similar circumstances because they are events of breach of contract and subject to the remedy of termination if not cured after notice. Pursuant to Clause 5, if one contract is subject to termination, then the other is also. However, we have the ability to partially terminate if we see fit. (Example: Under the Onshore Contract, GEOIC's TD of I personnel do not show up, we can terminate only the TD of I scope and self perform. The equipment, its warranties and guarantees are still in place). GE sees the added language as unnecessary. The suggested lined out changes to Clause 6 is not acceptable to GE. GE requires that the tie back to the notices provisions of the Contracts remain. The other edits to this Clause are acceptable. The suggested change to Clause 15 is not acceptable. GE states that they wish to remain simplistic and firm in this document, and that it should not reflect Enron's buisness arrangements such as the subsequent assignment to Mitsui. GE wants to be sure the assignment language is not skirted. If the ENA parent guarantee has not been provided by the time the Contracts are assigned to Mitsui, the Assignment provisions of the Contracts allow for the replacement of the ENA obligation by other equivalent guarantees or assurances. Additionally, the ENA parent guarantee (a guarantee substantially less than one provided by Enron Crop) was originally to be provided as a condition precedent to execution of the Contracts, but we talked them into a due date of 30 days later. This request looks like retrading the deal to GE and they do not want to lose the little comfort they have now. To: Peggy Banczak/HOU/ECT@ECT, Brian D Barto/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Steve Irvin/HOU/ECT@ECT cc: Subject: Vitro GE consolidation Agreement comments ---------------------- Forwarded by Kay Mann/Corp/Enron on 06/16/2000 03:58 PM --------------------------- "Stan Jensen" on 06/16/2000 03:44:28 PM To: cc: Subject: Vitro GE consolidation Agreement comments Attached is a redline showing a few proposed modifications to the GE consolidation agreement. Please feel free to call me at (713) 221-1524 with any questions. Stan Jensen - GEred.doc