Subject: Meeting with Ft. James
From: [email-masked]
To: [email-masked], [email-masked]
Cc: [email-masked], [email-masked]
Date: Fri, 24 Sep 1999 04:57:00 -0700 (PDT)

On Tues. 9/21 I met with Phil Zirngibl, the Alliance manager for Ft. James.  
I informed him Enron wanted the original $10mm back.  It was our belief that  
FJ did not act in good faith in "expeditiously and fairly evaluating" all of 
Enron's energy proposals.  Phil argued that Enron saw substantial revenue 
from the commodity (gas & coal) deals that were executed.  I argued that 
commodity deals were never the "intent" of the Alliance as outlined in the 
"Objectives of the Parties."  I told him we didn't need an Alliance agreement 
to do commodity deals.

Phil was only prepared to argue the definition of "substantial assets" as it 
related to the asset sale.  I told him Kalamazoo was substantial to us 
because that was where we had a significant energy project.  It was also 
substantial because the mill was ranked in the top 3 in terms of natural gas 
consumption.  FJ let us work on the Kzoo project for 9 months before 
informing us the mill would be sold.  I told Phil this is not how Alliance 
partners treat each other. 
I asked Phil if he was prepared to offer any proposal to resolve the 
situation.  His response was FJ was happy with the Alliance and wanted to 
continue with it "as is."  My response was that was not acceptable to Enron.

I told him the list of potential mediators for the dispute was being sent to 
their counsel Greg Chaffee.

Next Steps:

I think we need to pick out a couple of strong project examples to use in our 
case to present to the mediator.  Rather than just show the list of potential 
deals Enron pitched and the lost opportunity value, I think a stronger case 
to get our original $10mm back is to say here are 3 examples, here is the 
value to both parties, and FJ still did not do the project (or they chose to 
do it themselves).  This should go a long way to proving "bad faith".  

I will get with David Barr and start assembling this information along with 
the entire project list and the various "reasons" FJ chose not to do the 
projects.

Based on this initial meeting, if the parties can't resolve the dispute 
within 30 days, the dispute goes to non-binding mediation.  The parties are 
to meet with the mediator within 21 days of the dispute being referred to the 
mediator.  Per the Alliance agreement, the mediation meeting should take 
place anytime between now and November 10.

Let me know if you have questions.