Message-ID: <8741169.1075842594185.JavaMail.evans@thyme> Date: Wed, 31 May 2000 06:04:00 -0700 (PDT) From: gerald.nemec@enron.com To: bgpenn@marathonoil.com Subject: Re: Platform Lease -Reply Cc: steve.hooser@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: steve.hooser@enron.com X-From: Gerald Nemec X-To: "Bradley G Penn" @ENRON X-cc: Steve Van Hooser X-bcc: X-Folder: \Gerald_Nemec_Dec2000_June2001_1\Notes Folders\All documents X-Origin: NEMEC-G X-FileName: gnemec.nsf I have reviewed your response and disagree with the characterization of our modification the documents. I would like to clarify our reasons for the modifications to avoid any further miscommunications. MEGS' alteration of the documents do not impair the protections afforded to Marathon under the Production Handling Agreement. Our modifications were simply intended to allocate certain risks between MEGS and Mariner with respect to Marathon (as operator of the South Pass 89 B Platform) as such risks were intended to be allocated by MEGS and Mariner. Mariner's transfer of interest in the flowline to MEGS introduces a new party which Marathon can look to for certain obligations with respect to the platform. The alterations do not remove Mariner from its current role as operator and maintainer of the flowline and owner of the hydrocarbons. For these reasons, I would disagree with your response that the draft alterations do not provide the intended protections that Marathon would expect absent such a transfer to MEGS. Mariner still shoulders these risks and expenses under the Production Handling Agreement. Having MEGS fully ratify the Production Handling Agreement and becoming jointly and severally liable to Marathon is not appropriate. MEGS does not hold title to any hydrocarbon production or operate the facilities and should not be liable for all risks and expenses associated therewith. Mariner should continue to shoulder those risks and as before. I would be happy to discuss your issues with our Platform Lease revisions at your convenience or to discuss the above further. "Bradley G Penn" 05/26/2000 10:00 AM To: Gerald.Nemec@enron.com cc: ERGetz@GROUPWISE.MarathonOil.com, JCAlbert@GROUPWISE.MarathonOil.com Subject: Platform Lease -Reply Attached are our response and ratification agreement. BGP >>> "Gerald Nemec" 05/25/00 04:49pm >>> Brad, Can you give me a status on where you are at with the review of the Lease Docs for the MEGS Facilities? I forward those documents about a month back. Gerald Nemec Enron North America Corp. - Legal - MEGS.DOC - MEGSRAT.DOC