Re: Registration of A Notes

This disclosure is fine.

Christine Lee
07/24/2000 02:22 PM

To: Richard B Sanders/HOU/ECT@ECT
cc:
Subject: Registration of A Notes

I understand that you are the contact for the Infineum lawsuit. Please take
a look at the proposed disclosure.
---------------------- Forwarded by Christine Lee/HOU/ECT on 07/24/2000 02:16
PM ---------------------------

Christine Lee
07/22/2000 11:24 AM
To: Lisa Mellencamp/HOU/ECT@ECT, Richard Lydecker/Corp/Enron@Enron, Bob
Licato/ECP/HOU/ECT@ECT
cc:
Subject: Registration of A Notes

To bring you guys up to date:

I met with VE and AA on Thursday to discuss assign responsibility for
appropriate sections of the document. VE is editing "the Exchange Offer", is
coordinating edits to "Regulation" with the original ENE drafters of the
section. ECP is responsible for drafting/editing the remainder of the
document.

We discussed a number of relevant issues:
Is this document a "post effective amendment" to the original S-4 filed 12/15
given that we will not be registering additional securities. VE is going to
follow up with our examiner at the exchange to determine if we still have an
Edgar filing number. I suspect the answer is no. VE is also going to
discuss our approach with the examiner to give him the heads up on what we
are doing.
Is disclosure of the recap required? After conversation with Doug Bland we
came to the conclusion that no disclosure was required. This was based on
the facts that 1). no agreement has been entered into. There is not a term
sheet etc. 2). We will need lender consent.
There will be disclosure of the Infineum litigation. See below for draft
language. Please forward any comments to me.

Timing:
Monday evening - turn changes though the F pages Monday evening.
Mon/Tues - AA begins SAS 71 review
Late Tuesday - distribute document (w/o F pages) for preliminary internal
review. Licato, Evans, Stappenbeck, Keevill, Plants, Mellencamp, Lydecker
Thursday/Friday - Turn F pages

Infineum Litigation
On June 30, 2000, Infineum USA L.P. filed an action against us in the United
States District Court for the District of New Jersey seeking an unspecified
amount of actual and punitive damages relating to our steam sale agreements
with Infineum and Bayway Refining. Infineum's petition claims that our
existing energy services agreement with Tosco and the related amendment to
the steam sale agreement with Bayway, interferes with Infineum's ability to
sell to Bayway steam that Infineum purchases from our Linden facility.
Infineum calims that such interference is in violation of federal and New
Jersey antitrust laws, is in breach of our agreement with Infineum and
tortiously interferes with Infineum's economic relationships with Bayway. We
believe the claims made in this litigation are without merit and we intend to
defend these actions vigorously. Although no assurances can be given, we
believe that the ultimate resolution of this litigation will not have a
material adverse effect on our results of operations or financial position.

Please let me know if you have any comments on the above.