input stringlengths 93 39k | output stringlengths 1 117 |
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Hi there, I made some revisions to the language Rose proposed.
Here are some questions/comments: I deleted the references to changing any delegation of rights/obligations.
= =20 I'm not yet clear as to what the agency language will look like, and what= =20 rights we need/want to change (i) the identity of the agent (... | Turbine assignment clause |
Hi Carol, I saw that you posted about getting a nanny.
I've used two services, but only one that I can suggest.
For my last nanny, I used Morningside Nanny Service, or something close to that.
They seemed thorough, and found us a wonderful person.
I've also used River Oaks Nanny, but they sent me a nut case.
Good ... | Nanny |
The next step in the turbine challenge is getting a draft working for the ESA transaction.
You will find the turbines referenced on the Excel chart as ESA- Brazil #6 and #2.
I am forwarding the serial numbers for those turbines.
Please get a draft going on this one - we want to close on Monday.
Rob Taylor is working ... | Turbine Serial Numbers for UCC filing |
Hi Jeff, Ozzie Pagan's team is working on a project for VEPCO.
The power plant will be located in Edgecombe County, North Carolina.
I've been told that getting gas for the plant is a significant issue due to local gas supply conditions.
One alternative has been to buy gas from the City of Rocky Mount, which has a t... | Gas supply for VEPCO project |
Ben noticed a mistake in the ABB contract - one I missed.
Enron's address was listed as 1400 Louisiana.
I could not figure out where that address came from, as it had been correct before.
I asked Kathy and she told me that she changed it from Smith to Louisiana because she thought that was the correct address.
Ok, ... | You gotta laugh |
Since you both asked the same question, I thought I would send an email.
The little I know about rail is that the railroads control the contracts.
You do it their way.
There is a lot of language in the LM contract concerning shipment, risk of loss, insurance, delivery.
I haven't thought through it all, but these issu... | Rail |
The first of these two documents contains the key terms of the GE contract for the ESA deal.
It was prepared by GE.
Your comments would be appreciated.
Kay
| ESA Electrobolt Exhibits |
Hi guys, This is the "break out" contract for the LM's.
This particular draft was prepared for the City of Austin project, but we also need a TurboPark version.
Please advise of any comments you might have.
Thanks,
| City of Austin Agreement |
Attached is the first draft of the ESA facility agreement.
which I believe is current through yesterday's discussion.
I would appreciate it if you could forward this to the persons in Transaction Support and Tax who are working on this transaction.
Thanks,
| Attached Files |
Attached is a first draft of a letter agreement relating to the LM 6000/Coral transaction.
Please let me know ASAP if you have any comments.
Thanks,
| LM 6000/Coral transaction |
As soon as I hit the "send" button I recalled another issue.
Enron does not want the LLC used for anything other than the acquistion/disposition/adminstration of the equipment.
Other development activities should be conducted in another entity, at least so long as Enron has an ownership interest.
I'm going to doubl... | More comments |
Gentlemen, The ESA docs are being reviewed internally for financing and accounting issues.
Thanks for turning the docs in such a timely manner.
COA is on stand by, due to our need to focus on ESA and two new, identical contracts (remember, we have a lot of turbines!)
The next two up are the ones previously destined ... | Next to tee up |
Michelle, Carlos would be a great addition at ENA in any transactional capacity.
I worked with him extensively (actually, I hired him), and he is terrific.
Thanks,
| Opportunities at ENA |
Ben Jacoby has asked that I forward the attached drafts of the letter agreement and LLC agreement.
These forms relate to the "turbine only" LLC, but once we get the kinks worked out of this we can move forward with finishing the rest.
These documents are subject to Enron internal review, but in the interest of time... | Draft LLC and letter agreement |
Hi again, Have you been asked to prepare the promissory notes referenced in the letter agreement?
If not, please put this on the list.
Also, what else will need to be prepared to close this deal?
I haven't heard for Coral yet, so I don't know if they bought in on closing early next week yet.
Since funding is requir... | Coral transaction |
Attached is a revised version of the consent to assignment.
This version is specific to the ESA deal, but I'm told that the TurboPark version can be expected to be close to the same.
Kent, I'm awaiting final Enron input on the facility agreement as well, and I will let you know as soon as I get it.
Thanks,
| Revised consent to assignment |
Hi there, No news here for me, but I thought you might enjoy looking at the second chart.
Hope you have PowerPoint so you can open this!
Kay
| Enron Wholesale Services Legal Department |
Hi Juan, I had another error message today.
The box was titled "cmd.exe", and the message was "directory name invalid".
My computer is working so far, just thought I would report this for future reference.
Have a good day, Kay
| Good morning |
Hi Kathy, I neglected to keep a hard copy.
Please send hard copies of the change order to: Brian Hulse, Carl Tricoli, and me.
If you prefer, you can just fax it back, and I will send it to the ENA folks.
Thanks,
| LM 6000 change order |
Hi Guys, In a conversation with GE today, they indicated that they thought it would be appropriate to insert the performance values in the text of the document, and do away with the exhibit.
Frankly, I like that approach also.
Could you please make that revision and resend the document?
Thanks,
| ESA |
Hello.
I would like to receive a brochure and room rates for 2001.
I visited your website and it looks wonderful.
Please send the info to Kay Mann, 29 Inverness Park Way, Houston, TX, 77055.
Thanks,
| Information |
Am I begging too much?
Can you mail her package tomorrow?
I meant to ask today, but I got home so late I didn't get things together.
I put one of Michael's airplane pictures in there.
If all else fails we can take Michael to Fort Worth.
My mom would love to watch him as she wants him to be exposed to Fort Worth cult... | Christmas |
I'll try to be home by 800 tonight so I can see my baby boy (and his hot daddy).
High class hamburger sounds great.
Love,
| tonight |
I've taken a stab at revising the consent agreement to reflect the following changes: Adding a material adverse effect clause - Lisa/Rose, I paraphrased on this.
Making the consent effective the later or signing or financing.
I have ZERO pride in authorship.
This is based on ESA, but I would think would apply to TP ... | revised consent agreement for GE |
Hi there.
Could you send me the Word final of the master GE contract which was the basis for the subsequent facility agreements?
I don't have it in Word- just WordPerfect.
Thanks,
| Master contract in Word |
Good morning, We have made some revisions to the consent agreement.
I did not redline the changes since we were looking at two different documents yesterday.
We added language concerning material adverse event and the need for the financing to occur before the consent is effective.
We could not include Paul's requ... | ESA consent to assignment |
I've roughed out a document for you to discuss.
It isn't in good enough shape to go to Peoples yet, but hopefully it gives you something to discuss internally so we can decide what we want to do.
In the meanwhile, I'm going to continue to think through the issues.
Please let me know what I can do to help.
Kay
| Calumet/Torrence |
Hi.
You probably thought that I feel off the end of the world.
Please take a look at this and give me a call.
Thanks,
| Westinghouse 501D5A damaged generator |
Here's a couple of clauses from some other contracts: From ABB contract: Maximum Liability.
Seller=01,s maximum aggregate liability for claims by= =20 Purchaser arising out of Seller=01,s performance of this Agreement whether= =20 arising from tort (including negligence), breach of contract or any other= =20 cause of... | Some sample clauses |
Gentlemen, I'm attaching what we are calling an override letter to accompany the breakout contracts.
This letter is intended to preserve the lender requirements/accounting treatment from the WestLB agreement so long as the equipment is a part of the financing package.
I believe we also want to address an issue rega... | Override letter |
Hi Al, My suggestion is that you capture the change order with change order #1 for PSCO's break out contract.
If it needs to be paid before year end (which it probably does) you can put a payment date of December 20th, and it will be paid out of TurboPark.
This approach has been discussed with Lee Johnson at GE, a... | Change order to GE contract for PSCO changes |
Who is the labor lawyer that you guys use, and do they do plaintiff's work?
I've had a couple of people ask me for referrals, and I don't know what to tell them.
Thanks,
| Labor lawyer |
The first facility agreement which needs to be finished is the ESA Facility Agreement.
Peter and/or Chris, could you please send/re-send the most recent version with a email stating any open issues, copying everyone on this email.
We need to get this one ready to sign tomorrow, if at all possible.
My understanding o... | ESA facility agreement - close to execution version |
Hi guys, We can't sell the acceleration of the put to GE.
Although off the record they will agree to it, for internal reasons they don't want to go on record with it.
I'll catch up later.
Kay
| 10 AM and 12 PM Friday Conference Calls |
Hi again.
Here is the consent to assignment which I believe is ready to go.
The only changes I made was adding the requirement to give notice of the financing in 3 (f), and making the release of WestLB specific to these turbines (1(b)).
I will bring signature pages tomorrow, and will forward the override letter this... | ESA consent to assignment |
Here's the TurboPark consent.
Please call me if you have any comments, as I want to send it out tonight.
Sheila, I've spoken with Lee Johnson and John Schroeder, and they are lined up to sign at 900 tomorrow.
Thanks,
| Speak now...TurboPark consent |
Hi Ben, I got a call from Mike, and he gave me his lawyer's telephone number.
He is very interested in the change order, of couse.
Do I have the pay off number?
What would be a good time to talk about the ABB payment allocation with Herman?
I really want to put that issue to be, because I don't know if we can't pu... | ABB |
Today I'm going my GE's offices, so I'll be in late.
If the deals I'm working on permit (3 are supposed to close next week), I would like to take as much time as possible off the week of and after Christmas.
I won't take off all that time.
Thanks,
| Today, holidays |
There may be a possible bust in 17.4..
Specifically please look at how the math works on the refund due to termination.
I think that the baseline should be the maximum liability amount, or whatever the proper term might be.
Thanks,
| Break out contract form |
FYI.
Most recent versions.
Matt, sorry I missed you call.
Roger, does signing the letter agreement cause any balance sheet problems?
We anticipate closing a few days later.
Kay
| ENA / Coral Turbine Transaction |
Gentlemen, I've revised paragraph 5 to reflect our discussion.
Also, I made a change to paragraph 7 to include technical bulletins per Mitch's request which we did not discuss on our call.
Please let me know if you have any questions or comments.
| Letter agreement |
I forgot to mention something yesterday.
3 (g) states that within 10 days of closing we will provide Coral with the documents on Exhibit T. I personally do not know if we have all the documents listed.
We need to either verify that we have these documents, or add some language about providing the ones in our posse... | Coral letter agreement |
David, I believe you sent me some comments to the Fuel Cell equipment purchase contract.
I now cannot locate those comments.
Could you resend them?
Thanks,
| Fuel Cell |
This is really weird.
I do not know why I can't find your email with your comments (I really think I saw them), unless it blew itself up (or operator error on my part).
I will look for a hard copy.
Kay
| Fuel Cell |
Team, I do not know if we have a full and complete set of documents, and if so, how long it will take to get these documents copied.
Ben, can you address that issue?
I don't want to assume that this is a slam dunk, as this is the kind of thing you can trip up on, especially since they are on a tight construction s... | Three (3) letter agreements |
Hi Matt, You may have given this to me before, but I need a copy of the corporate data sheets.
Also, is there a standard slate of officers for ENA?
FYI, this company is jointly owned with another company.
Kay
| MEH |
Ben decided to send the exhibits to Coral, so that's where this question came from.
Will we have an exhibit U?
I know we owe you some answers from your email of the 6th.
Kay
| Performance guarantees |
Suzanne, On my desk (on the window side) you will find a bound volume of a contract for 24 turbine generator sets (between GE and a bank with a long name).
Could you please fed ex it to Peter Thompson at A&K in DC.
Peter, could you please give Suzanne the information of where to send it.
Pete, this will give you a f... | Fed Ex to Pete Thompson |
Here's another draft: Note in particular changes in exclusivity (now bilateral), tax abatement (exh.
A), termination rights, term.
I also made a minor change to dispute resolution.
As for their hesitancy to give us trade secrets, these should be covered by the confidentiality provisions, although this version is ... | CRM Rev 2 |
Hi Gregg, Here is a new draft which incorporates comments that Boyd and I have made.
I haven't reviewed this version yet, but I wanted to get it to you asap.
I would like to look at this draft before it goes to Peoples, and I'll give it priority for tomorrow am.
I spoke with Dave Gorde (RAC).
He is prepared to disc... | Agency Agreement |
The end is in sight!
The break out contracts for the TurboPark LM's need to be finished up (not news to anyone).
Each of these agreements will be between GE and E-Next Generation LLC (DevCo) and GE, unless the project company is already owned by DevCo.
I suggest that each agreement reference be the same as the origi... | LM 6000 breakout contracts |
Nancy, As difficult as this is to believe, we have been told that VEPCO wants Enron to take the first crack at the interconnection agreement.
Please put this on your list.
I will check around here to see if there is a form we want to use as a starting point.
Thanks,
| VEPCO |
Hi Dave, I received a signed change order from Randy Milcer (not sure about that) yesterday.
The form he signed indicates that ABB will be paying Enron, and has one small mistake in the amount of payments made on the cancelled transformers ($400 off).
With your permission I will substitute the correct version so A... | Change order |
Didn't know if you saw this... Pompano refuses $10,000 `gift' from Texas firm that wants power-plant OK By LISA J. HURIASH Sun-Sentinel??????
Web-posted: 11:43 p.m. Dec. 7, 2000 ??
?POMPANO BEACH -- The city has returned a $10,000 check to a powerful
| Broward County |
Pompano refuses $10,000 `gift' from Texas firm that wants power-plant OK By LISA J. HURIASH Sun-Sentinel??????
Web-posted: 11:43 p.m. Dec. 7, 2000 ??
?POMPANO BEACH -- The city has returned a $10,000 check to a powerful
| You probably saw this all ready... |
Hi Jim, I'm a lawyer in the Houston office, and I can give you a hand on the LM6000 transaction.
My number is 713 345 7566.
Could you send me the full name of the buyer, and we'll get the documents moving.
Thanks,
| LM |
Due to Rose being out of town, I thought I would respond to a question concerning giving notice to WestLB, and the preparation of the assignment and assumption agreement.
The giving of written notice to WestLB may result in the equipment being subject to the notice coming on the balance sheet.
If there is a subseque... | Giving notice to WestLB for Elektrobolt |
Barbara/Jeff: In the TurboPark world there will be certain impacts on how power projects involving physical capacity are structured and implemented.
I know some (but not all) of it.
I can say that it is fairly easy to bust the structure and wind up with assets on the balance sheet, and that the commercial folks a... | Power origination and development under TurboPark |
Paige wrote me at 430 this am, and said that since she was still up at 430, she probably won't be home in time for Michael's parties.
Should I just leave him after gymnastics?
I don't really want to come back the office, but I do want to go to Anne's.
Hmmm.
If Paige is home by 500, everything might work.
| Paige |
Here's the current version.
I'm going to give it another look, then I suspect we will be ready to go.
Please let me know if you have any questions or comments.
Kay
| Change Order #1 |
With high hopes that this is the FINAL final version, I'm attaching what I believe to be the execution copy.
Some things have been cleaned up, and Brownsville has been added to paragraph 5.
I'm going to start collecting signatures.
Thanks,
| THE agreement |
The attached is a letter agreement reflecting the resolution of certain issues with Westinhouse relating to the Gleason and Wheatland projects.
It also reflects that Enron isn't going to go after SWPC for a return of an option payment for the Blue Girl equipment.
SWPC has requested that everybody sign on the dotted... | Westinghouse letter agreement |
It won't hurt my feelings if you want to contact ABB's lawyer directly.
His name is Dave Onuscheck, and his email is david.onuscheck@us.abb.com.
I'm home with a sick kid, and I don't have his telephone number with me.
Peter Thompson has worked on the form.
Do you have the draft with the memo of issues?
Kay
| ABB |
Hi Dave, I was wondering if you have had a chance to look over the draft facility agreement?
We would like to make some progress on the form this week.
In fact, you may hear (or have heard) directly from Dale Rasmussen, who is an Enron lawyer supporting one of the projects at issue.
There are also some change order... | Facility agreements/change orders |
I just received this so I wanted to pass it along.
I'll work through the comments and get back to you with any questions.
Kay
| Memo to Raber re ENRON Option.DOC |
Hi Heather, Hope you got situated in your new, swanky spot.
Can't wait to see what you've done with it.
I'm attaching Paige's resume, since she is interested in a summer internship.
Any help you can give in directing it to the right person would be appreciated.
Thanks,
| Paige's resume |
Attached is the override letter which was used in connection with the LM6000 turbine contract as it was moved into TurboPark.
This letter highlights the 97-10 and lender requirements.
I hope you find it useful.
This is the type of letter that was included for the Pastoria and Blue Dog equipment.
This shows one appro... | TurboPark Requirement - override letter |
Hi John, I took very poor notes from your phone call.
Did you want to see a form of LOI?
For what type of transaction?
Thanks,
| Your call |
Gentlemen, This is now back to being the CA Development I and II deal.
Please change the name.
Please send it to me and Lee Johnson tomorrow, if possible.
Kay
| E-Next Generation CASO1 and CASO2 Comparison of Section 10.8.4 |
Lee Johnson would like to come in tomorrow or Friday to sign the Facility Agreement.
Are we ready to go?
He really wants to get this done before the holidays.
Thanks,
| ESA facility agreement |
Hi Matt, Here's the InterGen deal (formerly the Coral deal, now with new counterparty).
We plan to meet with them tomorrow to see if we can wrap up the agreements.
Any comments?
Thanks,
| Sweetgum/ENA |
RE: Notice letter.
We sent out a notice letter to GE last Friday regarding closing of a financing.
Could you print me a hard copy so I can show you what changes need to be made?
We need to send out another letter this week.
Kay
| HELP I'm drowning.... |
Attached is the form of override letter to be executed at the same time as the GE facility agreement.
It addresses accounting issues and lender requirements.
I should have a final draft of the GE facility agreement later today.
Kay
| Override letter |
Lisa Bills and I spoke concerning this transaction, and what kind of document we can put in front of Peoples at this time.
Here are the highlights from our conversation: Enron can't enter into a binding commitment to purchase the equipment without putting the Moore project on the balance sheet.
Therefore, either We... | ABB turbines/site marketing agreement |
I'm working on a deal today where we are trying to get to definitive docs.
It may require a DASH.
Mark tells me you two have his proxy, so I want to let you know that I may be searching for you later.
Kay
| DASH today? |
Ben is trying to set up a conference call with ABB for next Wednesday.
Dale, are you available?
Pete Thompson is on vacation next week, but I suspect he would be glad to call in.
Kay
| ABB contract |
Good morning.
I'm looking for a confidentiality agreement between ENA and Peoples Energy Resources on or around Nov. 23, 1999.
Can either of you help me?
Thanks,
| ENA/Peoples CA |
Carolyn, I wasn't sure you had the last version.
This is the version agreed to by GE, which should be attached to the letter agreement.
I will email an exhibit which needs to be inserted.
| CA Development Agreements |
Hi Carolyn, Please email me the execution version of the documents signed last week, as well as the current version of the other documents.
Were the originals put in the mail?
My assistant isn't here, so I can't tell what I have yet.
Thanks,
| CA documents |
GE is asking for invoicing instructions for equipment currently in TP.
I don't recall that being addressed in the documents they signed, and I didn't see an obvious answer in the documents I reviewed.
Any problem with Ben receiving the invoices for now, then he can process through GF, etc?
Thanks,
| TurboPark invoicing instructions/GE |
Hi there, and happy new year.
I have a stack of turbine contracts which were waiting for signature.
I believe the override letter needed signing as well.
Should I send the unsigned originals somewhere?
Thanks,
| GE turbine contract |
Hi guys, Here's a suggested revision to the invoicing language.
Lee, I've asked the question about the other invoices.
If we don't get an immediate answer, I think you can send the invoices to Ben, and we can process them here.
I'm always happy to volunteer Ben.
By the way, I haven't given Ben his signing party fav... | CA Development Agreements |
Hi guys, I'm faxing you some changed pages as requested for the CA Development deal.
For some reason my email wouldn't go through.
I should have an answer to the invoice question tomorrow.
If all else fails you can send the invoices to Ben and we can process them here.
Kay
| revisions to CA invoicing |
I am attaching a revised draft notice of intent to exercise the purchase option for the equipment for the CA transactions.
We need two separate notices - one for CA I and one for CA II.
Ben/Fred/Rebecca, could you please prepare a draft of the two exhibits?
Lisa/Catherine/Rose, I revised the form of notice to make i... | CA Development I and II notice of exercise of purchase option |
Hi Roger, We are going forward with the first deal to move stuff out of TurboPark.
I don't know if you want to see these types of documents, but what the heck, here it is!
Kay
| CA Development I and II notice of exercise of purchase option |
I am working on a deal to move TurboPark equipment into Enron owned LLC's, with a simultaneous sale of 80% of the equity to a third party.
This deal is supposed to close by Jan 15, so I'm getting a crash course on TurboPark and how to get stuff out of it during the early phase.
I thought I would share what I'm lea... | TURBOPARK STUFF/CA Development I and II notice of exercise of purchase option |
Pete, I'm getting comments that people are having trouble opening the ABB docs.
Please send the docs directly to: david.onunscheck@us.abb.com and michael.o.
sandridge@us.abb.com, and fred.mitro@enron.com.
Thanks,
| agreement |
Attached please find drafts of the following: Notice Assignment and assumption agreement (with GE acknowledgement) Bill of sale Exhibits for bill of sale and for the notice I expect that there will be sets of documents for CA Energy Development I and CA Energy Development II.
CA Energy Development II will include a ... | CA Development agreements |
Hi there, Thanks for taking my car in.
I admit I feel like men get treated better by car servicing people than women.
I'm not just saying that, either.
On the issue of Charlotte, is it your idea that she will take care of Tuesdays only while you are going to rodeo meetings?
I know in her email she had a preference ... | Charlotte |
The ABB breakout contract and the GE breakout contract are just about done.
I'm not volunteering for change order duty.
Do you think this is a good Roger task?
| LM6000 Contract Changes |
The GE facility agreements are nearing completion.
There will be facility agreements for Fountain Valley (aka PSCO) and for LV Co Gen.
The form is attached for your review.
In addition to the facility agreements, the parties will execute the override letters, in the form we developed last month.
Here is the override... | Fountain Valley/GE Facility Agreement and Exhibits |
Hi Dale, Just got your email re assignment out of TurboPark.
Here are the draft documents being reviewed by the lender for the movement of equipment out of TurboPark.
Kay
| CA Development agreements |
Lee, You should be receiving a package shortly containing the following: 1.
Changed pages for CA Energy Development I and CA Energy Development II facility agreements.
These are the same pages that were faxed to you and Kent a few days ago.
I also included a couple of original pages (73, 74, I think) which were mi... | CA Energy Development documents |
This will need to be signed by ABB today.
I would guess 3 originals.
Ben, I suggest we let Kathleen coordinate the assembly of the docs to be signed.
Kay
| ABB acknowledgement letter |
Here's an outline of what I was thinking of using.
Obviously, there are huge holes in it, but I wanted to see if I'm on the right track.
Kay
| Peoples document |
The ABB and GE agreements for CAED were signed by ABB and GE.
There was a revision to the ABB agreement (deleting irrelevant data sheets) that Kathleen Carnahan will send to you.
Thanks for all your work on these.
We are definitely making progress.
Kay
| ABB/GE |
Attached are drafts of the documents to effect the transfer of two GE turbines and one ABB transformer to CAED I and CAED II.
The dates and amounts are bracketed, as pending the determination of the closing date.
We will need sets for both CAED I and CAED II, with II receiving the transformer.
These will be prepare... | CA Development |
I can't believe we have a puppy.
Everything smells like puppy to me, even though I took a very long shower.
Michael and Pal had a nice visit this morning.
Pal is still whining a bit.
I brought one of our puppy books to the office, and I'll sneak a peak when I can.
I did read about the up at night stuff, and it says... | I can't believe it. |
I sneaked in 10 minutes of reading.
The book made me think that we shouldn't let Kaley growl about food.
I'll double check.
How's your day?
Kay
| Opps |
Peter, I can't recall if I've sent you this override letter before.
Essentially, it is a letter which is in effect for as long as the equipment is owned by E-Next Generation, but which ceases to be effective once the equipment is assigned to a third party.
We will need something along the same line for the ABB eq... | Override letter for ABB |
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