Re: Cairn Gas Purchase Bid

---------------------- Forwarded by Vince J Kaminski/HOU/ECT on 08/17/2000
04:00 PM ---------------------------

From: Doug Leach 08/17/2000 10:00 AM

To: Vince J Kaminski/HOU/ECT@ECT
cc:
Subject: Re: Cairn Gas Purchase Bid

fyi
---------------------- Forwarded by Doug Leach/HOU/ECT on 08/17/2000 09:59 AM
---------------------------

Douglas S Parsons@ENRON_DEVELOPMENT
08/15/2000 09:30 AM
To: Doug Leach/HOU/ECT@ECT
cc: Marc De La Roche/HOU/ECT@ECT
Subject: Re: Cairn Gas Purchase Bid

I can appreciate and share your objective. Earlier today I sent a separate
note to Vince forwarding your concerns and asking again for his assistance.
I'll start there and if needed I'll contact Michael Popkin's structuring
group. However, before getting too many people involved I want to see what
feedback we get from Cairn after they've discussed the offers internally this
week.

Doug Leach@ECT
08/15/2000 08:37 AM
To: Douglas S Parsons/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Marc De La Roche/HOU/ECT@ECT
Subject: Re: Cairn Gas Purchase Bid

I gave you several clear alternatives such as contacting Vince's structuring
group, Michael Popkin's Southern Cone structuring group and a long discussion
regarding the pricing and suggested "collar." I also asked if you had spoken
to your customer about what they were willing to pay, but that was a non
starter. Trust me, I have seen almost every bad deal Enron has entered into
or attempted to enter into and I am trying to get Metgas to objectively
relook at their offer to Cairn become it becomes another bad deal.

Douglas S Parsons@ENRON_DEVELOPMENT
08/15/2000 08:31 AM
To: Doug Leach/HOU/ECT@ECT
cc:
Subject: Re: Cairn Gas Purchase Bid

That's fine, but don't you think I would also prefer not receiving criticism
that assumes I didn't do something and provides no clear alternative.

Doug Leach@ECT
08/15/2000 07:52 AM
To: Douglas S Parsons/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Marc De La Roche/HOU/ECT@ECT, Bobby
Farris/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
Subject: Re: Cairn Gas Purchase Bid

You spoke to me once and I gave you my opinions which were contrary to your
resultant offer to Cairn. Currently, I have better things to do with my time.

Douglas S Parsons@ENRON_DEVELOPMENT
08/15/2000 12:10 AM
To: Doug Leach/HOU/ECT@ECT
cc: Marc De La Roche/HOU/ECT@ECT, Bobby
Farris/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
Subject: Re: Cairn Gas Purchase Bid

I talked to Vince after we hung up and his only suggestion was to call
Sandeep Kohli. I spoke with Marc and yourself four times on this matter over
a 3 day period and given the timing, I put forth a non-binding offer, after
discussing it further with Bobby, based on the information I had that appears
to position us close to our competitors offers. We haven't committed
ourselves and should we be selected for negotiations there are numerous
variables to affect the outcome. If you've got any suggestions for a better
deal, please advise.

Doug Leach@ECT
08/14/2000 07:45 AM
To: Douglas S Parsons/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Marc De La Roche/HOU/ECT@ECT, Bobby
Farris/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
Subject: Re: Cairn Gas Purchase Bid

I strongly disagree with the pricing and structure of your non-binding offer
to Cairn. This reminds me of the debacle in Brazil. You should have contacted
Vince Kaminski's research group as we talked about before an offer was made.
This is a bad deal.

Douglas S Parsons@ENRON_DEVELOPMENT
08/12/2000 01:51 AM
To: Doug Leach@ECT, Marc De La Roche@ECT
cc:
Subject: Cairn Gas Purchase Bid

Doug & Marc,

FYI, please let me know if you think we're totally off base. I appreciate
your help.

Regards,
Doug
---------------------- Forwarded by Douglas S Parsons/ENRON_DEVELOPMENT on
08/12/2000 01:48 AM ---------------------------

Douglas S Parsons
08/11/2000 06:24 AM
To: Bobby Farris/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: F B Virani/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Ujjwal
Dey/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Nilesh
Vaishnav/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
Subject: Cairn Gas Purchase Bid

Bobby,

After meeting with Cairn today in Delhi, my perception is that our offer was
received well. They were more open and relaxed then they were on Wed.
morning and made several encouraging comments about our price range, (once we
talked through the price movements), and the seriousness of our gas related
activities on the West Coast of India, in light of the IOC agreement. I
think the overall package is attractive to them and no serious objections
were raised. We did talk to some extent about the guarantees, but we didn't
get too far and they're willing to accept at this point that what's
acceptable to the LNG suppliers, should be suitable for their needs.
However, they would like to understand the corporate structure and assets of
Enron Energy Marketing a little better and I told them I would get back to
them on that point.

David and Ajay were up in Hazira yesterday looking at some property for their
gas treatment facility, which apparently is across the road from pipeline
access. While there they went and looked at Shell's proposed LNG site after
walking the last 1 km, inaccessible to their 4wd vehicle and not surprisingly
found a beach.

In summary, here is what we offered on a non-binding basis:

Six year production plateau
85% TOP
$3.67/MMBtu Net, at a base of $18/bbl Brent, with point of sale at the
tail-end of the gas processing plant
Floor & Cap of $15.50 - $27.00/bbl
Price movement: +/- $1.00/ bbl from the $18/bbl base price (on a 3 mo.
rolling average) equals +/- $0.145/MMBtu fixed on a quarterly basis
Guarantees: Same protection we're providing the LNG suppliers under the
Trust Retention Account

I appreciate everyone's help in submitting this offer.

Thanks,
Doug