EXHIBIT 10.54
FINANCIAL AND PERFORMANCE GUARANTEE
WHEREAS ENRON OIL & GAS INTERNATIONAL, INC., a duly organized and existing under the laws of
Delaware, U.S.A., having its registered office at 1400 Smith Street, Houston, Texas, U.S.A., (hereinafter
referred to as "the Guarantor" which expression shall include its successors and assigns) is the indirect owner of
100% of the capital stock of ENRON OIL & GAS INDIA LIMITED ("Company") and direct owner of its
parent company; and
WHEREAS Company is signatory to a Production Sharing Contract of even date of this guarantee in respect of
an Offshore area identified as Tapti Block (hereinafter referred to as "the Contract") made between the
Government of India (hereinafter referred to as "the Government"), Company, RELIANCE INDUSTRIES
LIMITED and OIL & NATURAL GAS CORPORATION LIMITED (hereinafter referred to as "Contractor"
which expression shall include its successors and permitted assigns); and
WHEREAS the Guarantor wishes to guarantee the performance of Company or its Affiliate Assignee under the
Contract as required by the terms of the Contract;
NOW, THEREFORE, this Deed hereby provides as follows:
1. The Guarantor hereby unconditionally and irrevocably guarantees to the Government that it will make
available, or cause to be made available, to Company or any other directly or indirectly owned Affiliate of
Company to which any part or all of Company's rights or interest under the Contract may subsequently be
assigned ('Affiliate Assignee'), to ensure that Company or any Affiliate Assignee can carry out its work
commitment as set forth in the Contract.
2. The Guarantor further unconditionally and irrevocably guarantees to the Government reasonable compliance
by Company or any Affiliate Assignee, of any obligations of Company or any Affiliate Assignee under the
Contract.
3. The Guarantor hereby undertakes to the Government that if Company, or any Affiliate Assignee, shall, in any
respect, fail to perform its work commitments under the Contr