 not discussed with
MIke so I am not sure what is the meaning of adding this term.  We need to
also think in terms of how we could be harmed in a situation where GE fails
to comply with law, and instead of Enron incurring a monetary penalty, is
ordered to shut down the facility.

Limit of liability issues:
They want to limit their indemnity obligations for complying with laws,
patent infringement, liability for haz. waste and liens to 100% of purchase
price.
They want the limit of liability to apply to gross negligence, if possible.
Agree - See 1st comment above re indemnity.
They don't want to clarify that they have to indemnify us for another
party's claim for consequentials (as in a personal injury claim).  Agree.

We've don't have anything concrete on assignment yet.  Agree.

Comments?  I suggest we get together before our next scheduled conf. call
to discuss our game plan.

Sheila has asked that we change Wednesday's call to 1100 Central, or 100
Central if 1100 doesn't work.  Is this a problem?  Works for me...just let
me know when, where, ect.

Kay


They should have to
---------------------- Forwarded by Kay Mann/Corp/Enron on 09/11/2000 04:07
PM ---------------------------


michael.barnas@ps.ge.com on 09/07/2000 07:46:07 PM

To:   stephen.swift@ps.ge.com, Sheila.Tweed.@enron.com,
      Roseann.Engeldorf@enron.com, Kay.Mann@enron.com,
      Scott.Dieball@enron.com, Martin.W.Penkwitz@enron.com
cc:   kent.shoemaker@ae.ge.com

Subject:  GE Language


Folks,

Having conferred at last with my colleagues, I can now forward to you our
draft language for the Indemnity and LOL clauses.  As Steve mentioned in
his
earlier message, he has suggested some issues to discuss which could bring
us closer to resolution on that issue.  Please let me know if you have any
question!

Best regards,



     Mike
g _____________
Michael C. Barnas
Counsel
not discussed with 
 MIke so I am not sure what is the meaning of adding this condition.   We necessitate to 
 also think in terms of how we could be harm in a situation where GE fails 
 to comply with law, and alternatively of Enron incurring a monetary penalty, is 
 rate to shut down the facility. 

 Limit of indebtedness issues: 
 They want to limit their indemnity debt instrument for complying with law, 
 patent infringement, liability for haz. waste and lien to 100% of purchase 
 price. 
 They want the terminus ad quem of liability to apply to megascopic negligence, if possible. 
 Agree - understand 1st comment above re indemnity. 
 They don't want to clarify that they have to compensate us for another 
 party's claim for consequentials (as in a personal injury claim).   Agree. 

 We've don't have anything concrete on assignment so far.   Agree. 

 Comments?   I suggest we get together before our next scheduled conf. call 
 to discuss our game plan. 

 Sheila has asked that we switch Wednesday's call to 1100 Central, or 100 
 Central if 1100 doesn't knead.   Is this a trouble?   work for me... just let 
 me acknowledge when, where, ect. 

 Kay 


 They should have to 
 ---------------------- Forwarded by Kay Mann / Corp / Enron on 09/11/2000 04:07 
 PM --------------------------- 


 michael.barnas@ps.ge.com on 09/07/2000 07:46:07 PM 

 To:    stephen.swift@ps.ge.com, Sheila.Tweed.@enron.com, 
       Roseann.Engeldorf@enron.com, Kay.Mann@enron.com, 
       Scott.Dieball@enron.com, Martin.W.Penkwitz@enron.com 
 cc:    kent.shoemaker@ae.ge.com 

 Subject:   GE Language 


 folk music, 

 Having conferred at last with my colleagues, I can now ahead to you our 
 draft language for the Indemnity and LOL clauses.   As Steve mentioned in 
 his 
 early message, he has suggest some issues to discuss which could bring 
 us closer to resolution on that emergence.   Please let me know if you have any 
 question! 

 Best regards, 



      Mike 
 g _ _ _ _ _ _ _ _ _ _ _ _ _ 
 Michael C. Barnas 
 Counsel
 noh discussed with
MIke so L am not sure whcr is tie meanjng of aading this term.  We need to
apsi thibk in terms of how we zould be jarmed ib a wutuation wisre GE ncils
tk com'lb with law, and lnstead of Anron incurrinc x lonetary penalty, is
ordered to shut qown thr vacility.

Limit jf lpafilifj lssues:
They want to limit their ihdemnitj obligations for complying with laws,
patent infgingement, liabilitj for haz. wqste qnd liens to 100% of purchase
price.
They want the limit of liability to applv to gross betlihgnce, if possmble.
Aggee - See 1st comment atove re indemnity.
They doi't wqnt to clarify that tiey have to indemnifi us for atocher
party's claim for xobsequgntians (ar in a kerxohal inuurb claim).  Agdee.

We've don'r have anything convrqnr on assignmsnt yee.  Agree.

Comments?  I suggest we get togethtr berore our next scheduled conf. call
to discuss lur game [lan.

Sheila has asked that we change Wednesday's canl to 1100 Ceubval, ue 100
Fentral if 1100 doesn't work.  Is this a problem?  Wjdkx nor me...just let
me know when, ehfrr, ect.

Kay


They sfould kzvs to
---------------------- Forwarded by Nay Mang/Corp/Wnron on 09/11/2000 04:07
PM ---------------------------


kichael.barnas@ps.ge.com on 09/07/2000 07:46:07 PN

To:   stepheu.swuft@ps.ge.com, Sheila.Tceed.@enron.com,
      Rosrann.Engeldorf@enron.com, Kcy.Mann@snron.com,
      Scott.Djdball@enron.com, Maftik.W.Pankwitz@enron.com
cc:   kent.shjemaker@ae.je.com

Xubject:  GE Languwge


Folks,

Haging gmnferred at last wlth mi collaagues, I cwn now forward to you our
draft language for tne Ingemnity cnd LOK clauses.  As Steve mentiongd in
his
ecrlier message, hv has sugjested some yssues to diswoss which cound bring
ts coosee to rerulution on thay issue.  Iltase let mw know if you have ani
qhestion!

Best regcxdw,



     Mike
g _____________
Micnaeu C. Bwrias
Cottsel
not discussed with MIke so I am what the meaning adding this term. in of how we be harmed in situation where GE fails to comply law, and instead of Enron incurring a monetary penalty, is ordered to shut the facility. Limit of liability issues: They want to limit their indemnity obligations complying laws, infringement, for haz. waste and liens to 100% of purchase price. They want the limit of liability apply to gross negligence, if possible. Agree - 1st comment above re They don't want to clarify they to indemnify for party's for consequentials (as a personal injury claim). Agree. We've don't have anything concrete on assignment yet. Agree. Comments? I suggest get together next scheduled call discuss game plan. Sheila that we change Wednesday's call to 100 Central if 1100 doesn't work. Is this problem? Works me...just let me know when, where, Kay They should have to ---------------------- Forwarded by Mann/Corp/Enron on 09/11/2000 04:07 PM --------------------------- michael.barnas@ps.ge.com on 09/07/2000 07:46:07 PM To: stephen.swift@ps.ge.com, Sheila.Tweed.@enron.com, Roseann.Engeldorf@enron.com, Martin.W.Penkwitz@enron.com cc: kent.shoemaker@ae.ge.com Subject: Language Folks, Having at with colleagues, can now to you our draft language for the Indemnity and LOL clauses. Steve mentioned in his earlier message, he has suggested some discuss could bring us to resolution on that Please me know if you question! regards, Michael Barnas
 not discussed with
MIke so I am Not sure whaT is thE meAniNg Of adDing This term.  We need TO
alsO think in terms of how we coUld be HaRMed iN A sItuatIon wherE gE FAIls
To CoMplY wITh Law, anD inStead of enron incurRinG a Monetary penaLTy, Is
ordered tO shUt down the facIliTy.

LimiT oF liABilitY isSues:
THey wanT To limiT their indEmNIty oblIGations FOR cOmplYing with laws,
patenT InFRingement, liabiLity foR hAZ. wASTe aNd lIens to 100% of puRcHase
pRIce.
They WAnT THE liMIt of liability To apply to grOSs nEgligeNcE, if POssiblE.
AgreE - SEE 1st Comment abovE re iNdemnity.
THey don'T Want to cLArify thAt they HavE to IndeMNiFy Us fOr ANotHEr
ParTY's cLaim for cOnSeQuentIals (AS IN A perSonAl inJury cLaim).  Agree.

We've Don'T havE AnyThing ConcrEte oN aSsignMent yeT.  AgreE.

COmments?  I suggest We geT together BefOrE ouR nExt scHEduled ConF. caLl
to disCuss our GAme PlAN.

sHeIla has asked that we cHaNGE WEdnesday'S call tO 1100 ceNtRAl, or 100
CentRaL if 1100 DoesN'T Work.  IS thiS A pRoblem?  WoRks for ME...jUsT let
me kNoW when, wHeRe, eCt.

KAy


TheY ShouLd have To
---------------------- ForwarDed by kAy Mann/Corp/EnroN On 09/11/2000 04:07
PM ---------------------------


michael.baRNaS@PS.gE.Com oN 09/07/2000 07:46:07 PM

to:   stephen.swIft@pS.Ge.coM, SheILa.tweED.@enroN.com,
      ROsEAnN.engeldorf@enron.com, KaY.MAnn@enrOn.com,
      scott.Dieball@eNron.com, MarTIN.w.PenkwitZ@enrON.cOM
cc:   kent.shoemakEr@ae.gE.com

SubjecT:  gE LanguaGe


FolKs,

Having Conferred AT Last with My cOllEagUes, i CAn Now forward to yOU Our
dRaFt languAge For the INdeMniTy aNd LoL Clauses.  As steve menTiOnEd In
His
EarliER message, He Has SuGgeSted sOMe issuEs to dIscuSs WhICh cOuld briNG
uS CLoseR tO rEsolUtiOn On thaT issUE.  PlEase let Me know if yOu hAVe anY
qUeStion!

BeSt regards,



     Mike
G _____________
MIchael C. BarNaS
CoUnsel
 not discussed with
MIke s o I am not  sure  wh atis  the  mea ning of adding this  term.  We need to
als o thi nk in t e rm s ofhow wec ou l d  be  h ar med  i n  a  situ ati on wher e GE fails 
to  c omply with l a w,  and inste adof Enron inc urr ing amo net a ry pe nal ty, i s
orde r ed toshut down  t h e faci l ity.

L i m it  ofliability issues: Th e y want to limi t thei ri nd e m nit y o bligations  f or co m plyingw it h l aws , 
patent infri ngement, li a bil ity fo rhaz .  waste  andli e nsto 100% ofpurc hase
pric e.
The y  want t h e limit  of li abi lit y to ap pl y t og ros s  n egl i gen ce, if p os si ble.Agre e - See1st  com mentabove re inde mni ty.T hey  don' t wan t to  c larif y that  they  h ave to indemnif y us  for anot her 
p art y' s cla i m forcon seq uential s (as i n  ape r s o na l injury claim). Ag r e e. 

We'vedon'th av ea nythingco ncr eteo n  assi gnme n tyet.  Ag ree.
C om me nts?  I  s uggest  w e g ettoget h er b eforeour next  sche d uled conf. cal l 
to discuss o u rg a me plan .
Sheila hasaske d  tha t we ch ang e  Wedn esday 's ca l l to 1100 Central,or  100
C entra l if 1100 doe sn't work. I s this a  pro b le m ?  Works for m e...j ust let
me know whe n, wh ere, ect .

Kay

T h ey shoul d h ave  to 
-- - - -- ------------- - - - Fo rw arded b y K ay Mann /Co rp/ Enr onon  09/11/20 00 04:07 
P M-- -- --- ----- - -------- -- --- -

m ichae l .barna s@ps. ge.c om  o n  09 /07/200 0  0 7 : 46:0 7PM 

To :  s tephe n.sw i ft@ ps.ge.c om, Sheil a.T w eed. @e nr on.com, 
      Rosean n. Engeldorf@ en ron .com,K a y.Mann@e nron.com,
      Scott.D i eball@e nro n.com , Ma rtin.W.Pe nkw itz@en ron . com
cc :   ke nt.sh oe mak e r @ae.g e . co m
Su bject:  GE L ang uage
Folk s,

Hav ing conferred at l a stwith my colle agu es,I ca n n o wf orw ar d  to y ou our
draft la nguage for  t h eIndemnitya ndLO L claus es.  As  Stev e  mentio ned in
hi s
earlier  m essa g e , h e has sugg ested so me issues to di s cu ss wh ich  could  b rin g
uscloser toresol utionon  thatissue . Pleaselet me know if you have  any
q uesti on! 

Best re gar d s,


     M ikeg ________ ___ __Micha elC . Bar nasC ou nse l 
 not_discussed with
MIke_so I am not_sure what_is_the meaning_of_adding this term._ We need_to
also think in terms_of how we_could_be harmed in a situation where GE fails
to comply with law, and instead of_Enron_incurring a_monetary_penalty,_is
ordered to shut down the_facility.

Limit of liability issues:
They want_to limit_their indemnity obligations for complying with laws,
patent infringement,_liability_for haz. waste_and liens to 100% of purchase
price.
They want the limit_of liability to apply to gross_negligence, if possible.
Agree_-_See_1st comment above re_indemnity.
They don't want to clarify that_they have to indemnify us for_another
party's claim for consequentials (as in a_personal injury claim).  Agree.

We've don't_have anything concrete on assignment_yet. _Agree.

Comments?  I suggest we_get together before_our next_scheduled conf. call
to_discuss our game plan.

Sheila has asked_that we change_Wednesday's call to 1100 Central, or_100
Central_if 1100 doesn't_work.__Is this_a problem? _Works_for me...just_let
me_know when, where, ect.

Kay


They should have_to
----------------------_Forwarded by Kay Mann/Corp/Enron on 09/11/2000 04:07
PM_---------------------------


michael.barnas@ps.ge.com on 09/07/2000 07:46:07_PM

To:_  stephen.swift@ps.ge.com, Sheila.Tweed.@enron.com,
_    _Roseann.Engeldorf@enron.com, Kay.Mann@enron.com,
    _ Scott.Dieball@enron.com,_Martin.W.Penkwitz@enron.com
cc: _ kent.shoemaker@ae.ge.com

Subject:  GE Language


Folks,

Having conferred at last with my colleagues,_I can now forward to you_our
draft language for the_Indemnity and_LOL_clauses.  As_Steve_mentioned in
his
earlier_message, he has suggested some issues to_discuss which_could bring
us closer to resolution on_that issue.  Please_let_me know if you have any
question!

Best_regards,



     Mike
g______________
Michael C. Barnas
Counsel