Re: ABB Agreement for Review

I don't have a problem with not back dating it. I'll see if there's a
sesitivity to it from ABB's side.

Herman Manis
07/06/2000 08:06 AM
To: Kay Mann/Corp/Enron@Enron
cc:

Subject: ABB Agreement for Review

If possible, regarding comment for section 7.1, could we make the date
current? Back dating to the first option agreement may be construed to be a
deposit. What do you think?
---------------------- Forwarded by Herman Manis/Corp/Enron on 07/06/2000
08:02 AM ---------------------------
From: Lisa Bills on 07/05/2000 09:02 PM
To: Kay Mann/Corp/Enron@Enron
cc: Ben Jacoby/HOU/ECT@ECT, Herman Manis/Corp/Enron@ENRON, Matthew
Berry/HOU/ECT@ECT, Carl Tricoli/Corp/Enron@Enron, Thomas M
Suffield/Corp/Enron@ENRON, Matthew F Gockerman/HOU/ECT@ECT, Roseann
Engeldorf/Corp/Enron@ENRON, robtaylor@andrews-kurth.com
Subject: ABB Agreement for Review

Here are my comments:

Assignment Language:
in (i) "WestLB" should be changed to "Purchaser"
in (ii) - although this is a business point I think it is important to
question: why should we provide credit support to the JV/partnership/llc when
we are required to keep a min. 19.5% interest? This is not a GE requirement
and it is a doubling up of Enron-type support which will make the venture
much more expensive to finance.

Purchase Agreement:
Def. of Business Day: let's add New York since this is where WestLB funds
from.
2.1(B): It should be "Agent's" person to approve change orders, not
"Purchaser's"
2.2: "Purchaser" should be used rather than "WestLB" since it is not as
limiting.
7.1: Why is the Effective Date backdated to the date of the first option
agreement execution date?
Exhibit N - Purchase Amount Reconciliation: The total amount of the three
purchase amounts is $78M less than the same amounts detailed in the latest
Option Agreement. I'd like to understand why this is, especially in light of
the Effective Date in 7.1, to insure that AA won't determine that the Option
Premiums paid were somehow a deposit or credit toward the purchase price of
the transformers.

Regards, Lisa
---------------------- Forwarded by Lisa Bills/Corp/Enron on 07/05/2000 08:45
PM ---------------------------

Matthew Berry@ECT
07/05/2000 02:43 PM
To: Lisa Bills/Corp/Enron@ENRON
cc:

Subject: ABB Agreement for Review

---------------------- Forwarded by Matthew Berry/HOU/ECT on 07/05/2000 03:42
PM ---------------------------

From: Kay Mann @ ENRON 07/05/2000 02:36 PM

To: Herman Manis/Corp/Enron@ENRON, Matthew Berry/HOU/ECT@ECT, Carl
Tricoli/Corp/Enron@Enron, Thomas M Suffield/Corp/Enron@ENRON, Matthew F
Gockerman/HOU/ECT@ECT, Ben Jacoby/HOU/ECT@ECT
cc:
Subject: ABB Agreement for Review

Gentlemen,

I've made some changes to the assignment language of the ABB contract. The
language is not identical to the LM 6000 language, but is substantially the
same, and in some respects better. Please let me know if you have any
substantive comments:

I am also attaching the current draft of the contract. It is being revised
to incorporate delivery dates and to clarify the scope to include
installation obligations of ABB (haul and install). Also, in the fourth line
of the first paragraph, the word "Purchaser" will be added to the
parenthetical, after "WestLB". Any other changes should be very minor or
technical.

We are trying to get this finished this week. Please let me know if you have
any questions or comments.

Kay

---------------------- Forwarded by Kay Mann/Corp/Enron on 07/05/2000 02:25
PM ---------------------------
From: Kathleen Clark@ENRON_DEVELOPMENT on 06/30/2000 01:40 PM
To: ben.jacoby@enron.com, kay.mann@enron.com
cc:

Subject: ABB Agreement for Review

Attached is the latest ABB agreement for your review: