input stringlengths 93 39k | output stringlengths 1 117 |
|---|---|
Boyd, I am not sure you have seen this agreement.
If you haven't, please give it a look for "fatal flaws", or information you think we need to be informed.
Thank you,
| The Peoples Gas Light Company |
Carolyn, These should be the correct blacklines to include in the transmittal with the GE facility agreements.
Ben/Fred, Carolyn and I are coordinating the delivery of the facility agreements to Sweetgum.
Kay
| CA Development Agreements |
Hi Nancy, We are still on for Thursday with VEPCO in Richmond.
I would like for you to participate.
In addition, we would like the opportunity to meet with you before hand.
We can meet late Wednesday afternoon in DC.
How does that sound to you?
I look forward to speaking with you soon, Kay
| Next week's meeting |
I will be travelling to Washington DC tomorrow (Tues) with Mark Bernstein.
If we finish up tomorrow, I will travel back to Houston tomorrow night, and will be in the office on Wednesday.
I hope to take this Friday as a vacation day.
Kay
| Tomorrow and Friday |
Please create a duplicate set of documents in my CA Development folder, just changing the name to CA Energy Development II LLC.
I'll need both sets.
Thanks,
| CA Development - revised documents |
I haven't seen a signed copy of the termination agreement cross my desk.
I just want to make sure that the fully executed document has been processed.
Thanks,
| Vitro/Termination agreement |
I'm attaching the notices for CA I and CA II.
Please pay particular attention to CA II, since it is the first time it has been circulated.
Obviously, we will need to insert the final purchase numbers.
Lisa, I set it up so ENA is consenting, which tracks the language in the DCMA.
Kay
| Revised notices for CA I and CAII |
Attached are assignment and assumption agreements for CA I and CA II.
The only changes to the GE form were those changes suggested by Lisa, and a little clean up.
Kay
| CA I and CA II assignment agreements |
Here are the two bills of sale for the Intergen transaction.
The only change to the form was the insertion of the date.
The CA II bill also reflects the sale of the transformer.
| CA I and II Bills of Sale |
Fred, As we discussed, we need the physical addresses where the equipment in TurboPark is being stored.
As I understand it the equipment is in at least a couple of places, and we haven't advised the banks of that fact.
Thanks,
| Location of turbines |
I still plan to be out on Friday - guess I should use my discretionary holiday first.
I should be in NYC Wednesday and Thursday.
I don't need you to do anything in that regard yet.
Thanks,
| Calendar stuff |
Hi Pete, Please send a copy of the FV break out contracts to Sheila Tweed (Al works for her).
She needs the info this am, and doesn't want to wait until Al gets in.
She would also appreciate a list of the outstanding issues.
I'll talk to you in a bit on the ABB override letter.
I don't think there will be much to it.
Kay
| Fountain Valley stuff |
Hi there, I'm attaching the final forms of the assignment/assumption agreements for GE's acknowledgement.
It is pretty close to what you saw last week.
It would be a big help if we could have these executed by GE today or tomorrow.
A faxed signature would work, then we could have the originals picked up from Lee's office.
Please let me know if you have any questions.
Thanks,
| CA Development I and II |
Attached are electronic versions of the final docs for the CA Development transactions.
If there are no other comments we will get the Enron signatures.
How many originals are needed?
Noticed was faxed to the Admin Agent this am.
Please let me know if you have any questions.
Kay
| CA Development |
Hi Kathleen, I left a stack of initialled docs on the appointed chair in my office.
If you will email me Janet's telephone number, I will call and leave a voice mail about you bringing her the docs to sign.
Thanks,
| CA Energy Development |
Please do what you can to find out what is going on.
I know you forwarded these to Carolyn, but I would still appreciate it if you could investigate, or ask Carolyn to do so.
Kay
| invoices |
Kathleen, There were three original assignment and assumption agreements: One of CAED I (GE) and two for CAED II (one for GE, one for ABB).
I only see two in my packet, and only two are referenced in the transmittal letter.
HELP!!!!!!!!
This is obviously urgent.
Kay
| CAED docs |
Here's my stab at it: I'll be in an off site the rest of the day.
I have no pride of authorship.
I'm unclear which entity will be signing the agreements, so I've left some []'s.
| ABB override |
Just wanted to confirm that we are moving ahead for the Intergen closings.
Lisa, I spoke with Karl, and he has promised to let me know if there any hitches on their end.
His preliminary assessment was that everything was ok, but he wants to check.
Ben, Kathleen will be bringing the documents to you to initial this afternoon, then I will sign off so Janet can execute the documents.
Rebecca, please confirm that Carolyn has the final wiring instructions for the movement of money out of escrow.
I presume that we would like to close early enough to see money move tomorrow, since the payoff amounts have been calculated based on closing tomorrow.
I don't know what is required to make the payoff to TurboPark, so I hope someone knowledgeable is handling that end.
My trip was postponed, so I'm around.
Kay
| CAED I and II closing (Intergen) |
Enron has signed the docs, except for the revised escrow instructions, yet to be received.
Ben will be coming to your offices at 900, so he can sign the instructions at that time.
I've pulled the financing documents from the stacks.
I hope to have a copies of the docs tomorrow, and if so, I'll have something to give Intergen.
See you tomorrow!
Kay
| Tomorrow's closing |
Hi Bob, Is there a favorite go by for an interconnection agreement?
I have one on my immediate to do list, and I want to point outside counsel in the right direction.
Thanks,
| Interconnection agreement |
I'll be in meetings in and out of the office until around noon.
I sure would like to get out of here by 600 tonight.
Wish me luck!
Thanks for putting the dogs out and taking Michael to school.
Sorry about the doggie accident.
It will take time.
I checked the kindergarten website, but it didn't have any info re Wear White Day.
I can pretty well figure out what he is supposed to wear (white), but I'm not sure why.
I believe the 19th is MLK's real birthday, if that has any significance.
That's not much info, I know... Hope you have a good day.
ckm
| Hi |
Hi Chris, Happy New Year.
Hope all is going well with you.
We miss you!
I heard a rumor that the UI deal had an asset management aspect to it.
The guys around here are kicking around some different asset management ideas, so I'm trying to get my hands on any docs which might give some insight into some different approaches.
Do you have anything you can email me?
Thanks,
| Asset management |
Heather, Attached is the CA we discussed.
I changed the last paragraph to add the expiration of the exclusivity provision, as I think this is probably a bit easier to enforce.
Kay
| NJNG CA |
You are not just buying a pig; you are buying a brighter future for the youth of Texas.
When you purchase a pig from the Houston Livestock Show and Rodeo (HLS&R), Junior Swine Auction Committee, all proceeds will go into the HLS&R Scholarship Fund benefiting Texas youth.
Pigs are $600 each and are approximately 225 lb.
gross weight.
The pigs can either be donated to The Houston Food Bank or delivered to a processor for your personal use.
To participate please contact Jessie Jewell at 5-4983.
Because this is a tax-deductible contribution, Enron will match your donation dollar for dollar.
Click here to print out the Matching Gift form.
Individuals donating $600 or more are eligible for an invitation for two to the Whole Hog Cookers BBQ Tent at the Championship BBQ Cook-off held February 9 and 10.
Individuals donating $600 or more can also receive an invitation for two to the Swine Auction Breakfast and Swine Auction on February 28.
Cash contributions of any amount are gladly accepted.
| A blurb from an internal Enron communiciation... |
Hi.
We can get a computer hook up through Time Warner for $15 month.
Could you ask John if he likes it?
Can it be installed anywhere in the house?
Thanks,
| ClickAtHome ISP Ordering is Here! |
Good morning, Enron's finance people are asking about the status of the turbine contract for Pastoria.
Since Sheila is on vacation I thought I would check with you.
Is it in final form, and if so, has it been executed?
It would be a big help to get an electronic version sent to me.
Thanks,
| Pastoria turbine contract |
I am scheduled to be out of the office Tues-Thurs of this week.
I will be in New York with Mark Bernstein negotiating a term sheet for the Co Op City deal.
This is one of the asset management deals I'm working on for the NE Power Team.
I haven't confirmed with Mark that the trip is still on, so there is still the possibility that it might cancel.
Kay
| This week's schedule |
I didn't go back and check, but I believe the bills of sale or the assignment/assumption agreement may help, as one of these should have the serial number.
I think you may have a spread sheet that ties serial numbers to unit numbers.
At least I hope so!
Let me know if this doesn't get you what you need.
Kay
| E-Next Generation Docs |
Sheila would like to re-schedule tomorrow's call for Friday.
Could you send out an email to the GE/Enron group to find the best time?
Thanks,
| GE call |
The following is a redline version of the execution version (so we hope) versus the last draft you saw.
Please advise if there are any problems/comments.
Kay
| ABB - Comparision of Rev 10 vs. 12(final) |
Please see if you can get me 30 minutes via phone with John Klauberg at 130 today.
He mentioned in his voice mail that he might want to bring in someone else from his firm, which is fine.
Mark Bernstein will also be on the call.
I'll call him at 130 (CST) if he is available.
Thanks,
| John Klauberg |
ENA Legal (TBD) 1.
ENA Legal is responsible for deal documentation and legal sign off for the transaction, and is typically responsible for all transaction-related agreements documents such as MOUs/MOIs, Participation or Development Agreements, and any Agreement, which directs the operation of the project (O&M Agreement, Steam Agreement, Gas Agreement, Power Purchase Agreement, etc.).
2.
ENA Legal represents the interests of advises the origination and development team (and other members of ENA management as appropriate) on all legal aspects of a transaction, accessing internal and external resources as required.
and reviews/synthesizes comments from the all the groups.
3.
ENA Legal works with origination team, Accounting, Global Finance and Tax in structuring the transaction, and communicates with EECC (and others) as required during the execution of the project to faciliate compliance with the structure.
Recommendations for improving the interaction between EE&CC and ENA: 1.
EE&CC Legal should be involved in the beginning of the process of drafting documents by EE&CC Contract Administration, unless other procedures have been agreed.
2.
Due to conflicts of interest, EE&CC Legal cannot represent NEPCO while at the same time working with the deal team.
to procure equipment for the same project.
ENA Legal and EECC Legal should be advised early in the process of any project-related agreements being generated by EECC, so that compliance with overall deal structure and risk profile can be ascertained.
3.
Comments returned to EE&CC need to either be incorporated in the next draft, or if there are issues on the comments, they need to be discussed with the ENA Legal representative or Origination contact, prior to distribution to vendors.
4.
EECC Legal and ENA Legal should communicate regarding issues common to both companies so that consistency in position can be achieved as much as possible.
Forms of "standard" agreements should be discussed/agreed to enhance consistency.
5.
Service and consulting agreements not specific to a particular transaction which can be untilized by multiple Enron companies via tasking letters should be prepared by EECC.
EECC should provide information concerning the existence of such service agreements.
6.
ENA Legal would should work closely with EE&CC contract administrators in drafting equipment in the preparation of contracts which the contracts personnel have been tasked to prepare.
EECC Legal can assist by providing input, but is not required by ENA to sign off on such contracts.
| My suggested changes to bullet points re: legal role |
Here is one option.
The problem would be getting him picked up when I'm out of town.
Charlotte might be able to help.
Also, there's the Presby church.
I wonder if SOTW has something.
He might enjoy a visit.
I just got to work and got my computer up and going.
Yes, the whole ordeal was 1 1/2 hours.
ckm
| Kidventure Camp |
At this time it appears that I will be going to NYC on Wednesday, returning Friday afternoon or possibly Thursday night.
I'll miss the Turbopark closing dinner, which is not all bad, as it will save me a lot of calories and a headache.
I will miss getting the pat on the back.
I didn't want to miss Michael's open house, though, as that was more important.
As you know, things are subjec to change.
Kay
| Next week |
Guess what?
The closing party isn't until Feb. 8.
I had the wrong week!
Glad I didn't show up on the wrong day.... BEAUTIFUL weather.
Might want to sit outside and have a little cocktail (or equivalent) tonight.
I had Mexican food for lunch, so popcorn for dinner!
Love,
| Turbopark |
Per Barbara's request, here's a summary of much of what I'm working on: Co Op City asset management arrangement: In this deal, Enron would build a small power generation facility for a housing co op in the Bronx, Co Op City.
We would arrange for O & M services, supply the fuel (primarily gas), market their excess power, and, for the first 4 years, take 1/2 the offtake.
We are currently working to structure the transaction to keep if off the balance sheet and maximize the mark.
We are working on a term sheet, and I will be in NYC later this week to continue negotations with the customer.
Mark Bernstein is the originator, Debbie Chance is the developer, and NEPCO Houston is involved.
I discussed outside counsel with Jeff, and I would like to use John Klauberg at LeBeouf.
Sell of two development projects in Illinois.
Two of the sites we have developed (sans equipment) are up for sale, and Fred Mitro has contacted me about supporting the transaction.
Lisa Mellencamp had previously contacted Bracewell about working on it, but I'm a little concerned about the amount of experience of the person they have designated.
I've asked Clark Thompson for some information on his background.
SW 501d - our claim against SWestinghouse, and possible sale of the equipment.
We have issues with the vendor concerning the late delivery of this equipment.
We are also trying to sell the equipment (a turbine/generator set) to Calpine.
Fuel Cells - last year Enron made a $5million investment in Fuel Cells, a company which is developing an almost green form of power generation.
We received contingent warrants which we can cash in if we arrange for 55 mw.
We are working with an instrumentality of the state of Connecticut about them buying 26 megawatts.
We are working on the purchase agreement with FC, and the project development agreement with the State.
It is quiet right now, as funding is figured out.
There's TurboPark maintenance stuff which pops up weekly.
GE - Sheila and I have a weekly phone conference with GE to work on a standard contract for buying turbines.
I've heard a rumor that we will be buying some more, although neither Sheila nor I have been contacted yet.
I think this is a fair summary of the big ticket items.
Kay
| Update on what I'm working on. |
I need a reciprocal confidentiality agreement with: Parson, Brninderhoff, Quade & Douglas One Penn Plaza New York, NY 10119 attn: Mr. Stephen Losi re: potential asset management transaction with Riverbay Corporation relating to Co Op City.
One year term.
Thanks,
| CA |
When you get a minute I need to discuss the last attachment for the Co Op term sheet (the asset management one).
Here's the current state of the draft: We do not have a current CA with PB.
I will have one in the am to send out.
Do you want Jude, et al to look at the EPC contract stuff?
Kay
| Co Op City |
Lisa, I've made some preliminary suggestions on the term sheet.
We will have some comments on the asset management attachment, but I don't have those together yet.
In looking through our files I don't find a confidentiality agreement.
Therefore, I'm attaching a draft of what we would like to have executed so that we can send you other documents.
Thanks,
| Co Op City |
Ace, I'm a lawyer at ENA.
We are selling some of our peakers, and in conjunction with the sale we have agreed to not contest Siemens Westinghouse retaining the Blue Girl reservation payments.
SW has asked that LJM sign off on the agreement, and Rose has suggested that I send the original agreements to you, and indicated that she would help coordinate signature.
Your help is appreciated.
Please let me know if you have any questions.
Kay x57566
| LJM/Blue Girl turbines |
Hi.
There's a document in my O drive directory called kendallsale, or something close.
I can't remember where I put it - probably under General LOI.
Could you email it to me?
Thanks,
| kendall sale agreement |
Gentlemen, As Dave and John know, I'm working on a deal for ENA (and with Jude) which has as one aspect a cost plus EPC contract for the construction of a power plant.
We need to put together the T's and C's for a cost plus contract, and since it is possible that NEPCO might be the contractor, I wanted to use something that is acceptable to NEPCO.
I will then take the laboring oar in order to get a working draft prepared for this project.
As always, I'm on a short time frame, so your response would be appreciated.
Thanks,
| Cost plus contract for Co Op City |
Suzanne is out today, so would you mind finding this document and having someone fax it to me?
I'll email my fax number to you.
Much Grass, Kay
| kendall sale agreement |
Hi there.
Nothings comes off the list.
New additions are as follows: New transaction with Morgan Stanley Dean Witter, relating to the creation of a jointly owned control area to address generation, transmission, and retail load delivery.
It is brand-spanking new, so I don't know much more than this.
It is being handled by Ozzie Pagan.
New opportunity with New Jersey Natural to develop projects using Fuel Cells.
Heather Kroll is the contact.
Sale of Blue Dog (GE) turbine.
Likely buyer (at last word) is NRG.
Could be complicated if GE protests.
There's a rumor that we are buying some new turbines from GE, but I haven't been contacted.
The rumor came from GE reps, who asked if I was working on it.
Sheila isn't handling, either, last I knew.
Everything else is the same.
I expect to be in NYC in the middle of the week to continue negotiations on the Co Op City deal (with Mark Bernstein).
Please let me know if you have any questions.
Kay
| Update on what I'm working on. |
Attached is a red-line of the revised form against the form John S. sent me.
Please advise of any comments as soon as possible.
Kay In the interest of time I'm sending it out before I've reviewed it, so forgive the typos, etc.
| Co Op City EPC contract |
Hi there, I've made some suggested changes on the CO you sent.
In the interest of time I'm sending this to David Marshall, since this largely deals with ROL and insurance, and I couldn't tell if he has read this previously.
Thanks,
| Blue Dog Change Order |
JD approved referral of this to Keffer et al.
Fred is anxious to get something to the counterparty - his preference is yesterday.
I would think that a discussion with Fred about the deal might be in order today, even if by phone.
What is your availability?
John/Carolyn, have you had a chance to review the draft I sent you, and do you have any notions about how to structure this deal?
Is the format ok?
Can we make it more seller friendly without being ridiculous?
When the initial draft is ready, it will need to go to Matt Gockerman (ENA Tax) and Herman Manis (structuring accountant).
Ciao, ckm
| PSEG |
Fred, I suggest a phone call among the team today to make sure we are all on the same wave length.
What is your schedule?
Thanks,
| PSEG |
Hi Pete, I'm attaching parts of an email I received from one of our technical folks regarding the C of Austin turbine contract.
I have to send it in pieces because it is so large.
Thanks,
| City of Austin |
For your reading pleasure.
I would add that I told them that their role would need to be defined by you, the developer, and Technical Support.
ckm
| CO-OP CITY - MEETING MINUTES |
As a follow up to my previous e-mail, here is the second request, which was in my opinion adequately addressed by John Schwartzenburg.
I am frustrated with beginning the process over again.
Kay
| Cost plus contract for Co Op City |
Just a reminder about our telephone call tomorrow morning.
Sheila left word that she won't be participating - something about being in St. Thomas.
Last I heard from Scott, he was on his way to the UK, but maybe he will be dialing in.
Talk to you tomorrow.
Kay
| GE/Enron Conference Call |
Ben Jacoby is having an offsite Friday at the Hyatt for the East Development group to discuss 2001.
He has asked me (and I think Roger) to sit in.
I'm planning on attending.
I'm sure either or both of you are welcome, although it won't be a problem if you don't attend.
Kay
| Development offsite |
Here's a first stab at the LOI.
I just guessed on the attachment.
I have a couple of questions: Any thought as to how we get/split money (other than the obvious up side for us)?
Do we want to work toward a "Project Development Agreement" which will set forth the basis for how we develop projects on a project-by-project basis?
Or do you envision a different next step?
Talk to you soon, Kay
| NJNG LOI/MOU/LOU/HOA |
Attached is the form of option agreement for the Schaeffer option which passes muster.
The changes are relatively minor, but have significance from an accounting and legal perspective.
Kay
| Shaffer option |
Gentlemen, Attached for your review is a draft of the letter of intent.
Please let me know if you have any difficulty opening this document.
Kay
| Letter of Intent |
Good morning, Just checking in.
Michael and I had a good morning.
No weird outfits today.
Figures, since I now have a camera ready to go.
So what do you think about the stone thing?
I like the way Bob's front yard looks.
I'm not sore today, but then again, I didn't do all that much.
Our yard is looking better, though.
Hope you are having a good day.
Love,
| am |
Hi Pete, We want the GE form to be on an individual turbine basis.
As for work priorities, I would put it in front of the City of Austin agreement.
Thanks,
| GE contract |
Did you know that one out of every 10 cars and trucks sold in the U.S. is a Lexus or a Toyota?
With the new Highlander, Toyota will easily cement itself as one of the best-selling brands in North America.
How can we be so sure?
Because the Highlander represents an optimum blend of three utilitarian types of vehicles: the station wagon, the minivan and the sport-utility vehicle.
Based on the same platform as the Lexus RX 300, which itself is based on modified Toyota Camry mechanicals, Highlander is longer, taller and wider where the wheels meet the pavement than the Lexus.
Despite its greater size, the Highlander is lighter than the RX 300, so acceleration should equal or better its upscale cousin.
Braking will likely prove impressive, too.
Highlander comes standard with four-wheel disc brakes equipped with electronic brake force distribution (EBD) and brake assist (which maximizes braking power during a panic stop).
Highlander is rated to tow 3,500 pounds, when properly equipped.
Helping to meet that specification is the same 3.0-liter V6 that resides under the hood of the RX.
Making 220 horsepower at 5,800 rpm and 222 ft-lbs.
of torque at 4,400 rpm, the V6 features Variable Valve Timing with intelligence (VVT-i).
The standard engine, also using VVT-i to maximize power and efficiency, is a 2.4-liter inline four making 155 ponies and 163 ft-lbs.
of twist.
The four-speed automatic transmission provides a "snow mode" for easy starts on slippery surfaces.
With 7.3 inches of ground clearance (6.9 on front-wheel drivers) and a fully independent suspension front and rear, Highlander isn't designed to tackle tough terrain.
But it'll work great during heavy snowfalls.
Toyota's Vehicle Skid Control (VSC) system, which includes traction control, is optional, and is designed to recognize when the Highlander isn't responding to the driver's steering inputs.
VSC will then apply selective braking to bring the truck (car?)
back under control.
In the event it fails (not likely, but possible), Highlander protects occupants with whiplash injury lessening (WIL) front seats, five three-point seatbelts equipped with automatic and emergency locking retractors (ALR/ELR), front seatbelts with pre-tensioners and force limiters and ISO-FIX child seat anchors.
Daytime running lights and side airbags are optional.
Inside, Highlander delivers 38.5 cubic feet of cargo space with the rear 60/40 split folding seat in use, and a whopping 81.4 cubes when it's folded.
Air conditioning, CD/cassette combo stereo with six speakers, cruise control, tilt steering wheel, bottle holders, and grocery bag hooks are standard.
Opting for Limited trim gives you JBL sound, automatic climate control, remote keyless entry, woodgrain interior trim, alloy wheels with full-size spare, fog lights, privacy glass and other upgraded features.
Leather upholstery is available on V6 models.
Toyota is planning to sell 70,000 Highlanders in calendar year 2001.
We'll bet demand outstrips supply.
B
| Toyota Highlander review |
?EDMUNDS' REVIEW Nissan's hardy Pathfinder has always been our vehicle of choice for seeking a new path to the premium outlet center.
Though the exterior may exude that tough-guy outdoorsy image, the interior has always been comfortable enough for the dilettante woodsman who doesn't like to get his nails too dirty.
Though the old 3.3-liter V6 engine provided acceptable levels of low-end grunt, the coarsely produced 170 horsepower it made was meager when stacked against newer competitors.
So revel, all you who seek liberation from urban ennui -- the Pathfinder is
| Pathfinder review |
Hi Nancy, I've misplaced your direct line - could you email it to me?
The travel schedules of the Enron delegation are becoming complicated.
Would it be possible for you to travel with us to Richmond tomorrow night?
That would give us more flexibility in case we need to convene before the meeting on Thursday.
We are staying at the Marriott in Richmond.
Thanks,
| Tomorrow |
Hi Randy, Here's what you missed.
My personal preference is to not spend the money to check out the licensing issues at this point since I don't have the outside counsel doing anything now.
When John called me last week and asked the question I gave him that opinion, and I had assumed that it had been communicated to you.
Sorry about that!
Kay
| Co Op City |
John and Randy, I got a call from Bob Sevitz regarding a change I made to the EECC revisions to the Co Op City EPC contract.
Specifically, I deleted language he had added to the waiver of consequential damages.
Bob had added a provision that said that the waiver was "subject to" the indemnification section of the contract.
I felt this was too broad of a carve out, especially from the contractor's point of view.
Any tweaking of the indemnity language (to blatantly reconcile it with the waiver) can occur during the drafting process.
Just wanted to pass this along.
Kay
| Co Op City EPC contract |
Hi.
Lisa (Mellencamp) and Chuck are getting married, date unknown.
He has given up his apartment and has moved in.
That makes 6 teenage girls under one roof, although 3 of them are there every other weekend.
I really like both of them, so I think this is nifty.
Kay
| Good news |
Hi Tana, A little birdie tells me that you have a supply of the Energy & Power Risk Management Glossary booklets.
Am I getting close?
I've found it to be very helpful, and I think it would help one of our new lawyers, Carlos Sole.
Could I get a copy for him?
Any other good power references?
Thanks,
| Energy & Power Risk Management Glossary |
Hi Mark, I don't know what these folks are up to.
In fact, I didn't know that Scott Laidlaw was involved.
When I spoke with EECC I told them that they needed to get direction from you, someone from Mike Coleman's group, or an ENA developer.
Any word from the Co Op/PB team?
I have jury duty in just a little while, so I'll be out of touch for a short while.
Kay
| Co-op City - Term Sheet |
I thought you might enjoy this.
You should have seen Michael's eyes while he was riding in that Mercedes convertible yesterday.
He was speechless, and you know how rare that is!
I suspect we will be hearing about it now... Kay
| Michael |
I'm flying to Richmond this am.
I'll read the ABB contract on the plane, and let you know what I think this afternoon.
Hopefully, we can put it to bed.
Kay
| abb |
As you know, Enron and Peoples jointly own enovate.
Our group in Chicago is looking to manage some funds which belong to enovate.
We had initially envisioned having a cash management policy which would outline how Enron would invest the funds, etc.
The other owner of enovate, Peoples, has proposed that we use the attached document in connection with this arrrangement.
This is taking me a little far afield of my area of expertise, so I'm writing you guys for input, direction, etc.
Suggestions?
Gregg do you want to correct any of what I wrote?
Kay
| inter-company agreement |
I've made some changes, which I thought I would circulate internally for comment before sending to GE.
I left Jeff Smith a voice mail asking how the initial payment is supposed to be split between the on and offshore contracts since this document references payments to both.
Comments?
Kay
| Vitro termination agreement |
I worked out for the first time in a bizillion years.
Oh my gosh.
At least I know how to work out, and I know not to take it to the limit the first time out, but it is still hard to move.
I didn't exercise my legs or my back much, figuring that's what I'll need most this weekend for yard work.
I think I saw our neighbor Kim playing basketball.
I took an abs class, since I need to get my abs (and back) in shape to protect myself from injury.
I could really mess myself up after such a long hiatus!
The Met was plenty convenient.
They have a spa there now, with all the spa stuff.
ckm
| Can you hear me? |
Hi Herman, Here's the agreement I referenced in my voice mail.
We will change it so that they can't buy any equipment without further written authorization from Enron.
Anything else?
Thanks,
| Kendall New Century Development,LLC; Plano Letter of Intent |
Barbara, Here's the latest word I have on the meeting, which sets it for tomorrow.
Is there something later which sets it for today?
Thanks,
| MEETING RESCHEDULED: EECC/Energy Asset Services Reorg: Discussion re documentatiuon of asset construction projects |
Hi Shirley, Is this meeting still set for tomorrow?
I heard a rumor that it had been changed again, but I don't know if it is correct.
Kay
| EECC/ENA meeting |
Hi there, Could you send me three brochures?
I'm working on getting a couple of friends together for a 2-3 night retreat to LAS.
Please send the info to Kay Mann, 29 Inverness Park Way, Houston, Texas, 77055.
Thanks,
| Brochure, rates etc. |
I'm worrying again about summer.
Maybe we should check out the Y on Voss to see what they have, if anything.
What do you think?
ckm
| Michael |
Hi Matt, This is the document that I referenced in my voice mail.
It would be great if it could be compared against the agreement for the Wilton Center.
I will call later to see if you've had any luck.
As you can guess, this is on a short fuse.
Thanks,
| Kendall New Century Development,LLC; Plano Letter of Intent |
Hi Steve, I wanted to send this to you before I send it out to others, since I feel like there were changes we had discussed that somehow didn't make in the last draft.
Guess you can say this is a sanity check!
If it looks good to you, then I will send it out, unless you prefer to make distribution.
Kay
| NJN LOI |
Hi Fred and Suzanne, I'm sending this to Suzanne so she can make these changes.
Suzanne, you'll find the document attached to an email I received from Fred on July 11, entitled Kendall New Development LLC.
Here's my comments on the ComEd agreement: 4.
Change 100,000 to 50,000 (right, Fred?)
5.
Add "and the purchase order or contract will be assigned to Customer (or Customer's designee) at Customer's request, including the warranty provisions of such purchase order or contract" after costs on the 7th line.
9.
Add "for the purpose of performing its Scope of Work" to the end of the sentence.
10.
Add "internal and external" before legal counsel on 5th line.
16.
Add "Customer may assign this Agreement to an affiliate without consent" I'll be checking in.
Thanks,
| ComEd agreement |
I will be in Jacksonville Florida this week negotiating a transaction with New Jersey Natural Gas.
It is a project development deal utilizing fuel cells.
The commercial lead is Jeff Ader.
I will leave tomorrow afternoon, returning on Friday afternoon.
Kay
| This week's schedule |
Sheila, If you are working on this I think it makes more sense for you to have Ed handle the CA.
I don't want to get in the middle.
Thanks,
| CA - Onondaga |
Hi Pete, Can you send me the most recent version of the LV Co Gen facility agreement?
Also, in a separate email could you send me the C of A?
I want to make sure I have the latest, greatest of each.
Thanks,
| LV Co Gen |
Here's a new deal for you.
I've got two follow on deals for K & S, so this one might be a good one to use someone else, if you need and want to.
(I hear the rustling of the pines..) Clear outside counsel selections with Jeff, then Mark, etc.
Kay
| CA - Onondaga |
Hi Lisa, I received your voice mail regarding the ABB contract.
As I recall, ABB signed the contract after I received approval from you (while we were on the phone on July 14 talking about the Moore project), Rose, and Herman, and had incorporated the comments sent by Rob Taylor.
Quite frankly, I thought that was it for the GF approval process, so WestLB's comments came as a surprise to me when they were faxed in a few days later.
I received a voice mail that indicated that ABB is ok with WestLB's changes.
I expect Enron may be signing today, and we will need WestLB's signature.
Please advise how this should be handled.
Kay
| ABB contract |
Anyone know any good lawyers in Mississippi, or any lawyers knowledgeable about Mississippi law?
Power background would be nice, but I know that may be too much to ask.
Thanks,
| Mississippi lawyer |
Stuart, If you need a copy of the executed Westinghouse letter, you can find the original on my desk, I believe on the left hand corner (looking out).
The letter we are waiting for is merely an acknowledgement that LJM doesn't need to sign.
I think getting the letter is probably belts and suspenders, but I requested it anyway.
Kay
| SW letter |
Hi Leatha, Neil and I went to D Taylor and looked at an Escalade.
We liked it, however, we want to price it with a couple of extra features.
I like the extra wood package, and Neil likes it with the gold trim package.
When we asked for a price, it added around $1700, which I thought was ridiculous.
They offered to discount it by $200, which I again thought was ridiculous.
When we priced these options at McGinniss, the price was less ($600 for the wood package instead of $995, for instance), and they offered to discount the options by a third.
So, we can get the deal done if they will get reasonable over these options.
The sales guy (Nathaniel) was going to "work on it".
The fellow you had told us to ask for wasn't in, by the way.
I will be out of town on Monday, but Neil will be in, and will have my Lexus.
Thanks,
| Escalade |
Rosco was in for his shots today.
On Feb 3 he weighed 14.6 lbs.
He now weighs 27 lbs.
His paws look too big and his head is too small.
What an adventure!
ckm
| puppy update |
Hi Pete, Would it be possible for you to be in Houston this Friday morning for the GE meeting?
It would be great to meet you in person, and have you participate.
What is your availability?
Kay
| GE meeting on Friday |
Hi Carolyn, In addition to my comments regarding the definitions, here are some other thoughts: Letter agreement: I would bracket [Spawn], since we don't have it formed yet and we probably haven't checked on availability.
2.
Closing date should be at least five but no more than 10 business days.
2 (a) Facility Agreement is probably the more appropriate concept than Turbine Contract.
Not a big issue if anyone disagrees with this terminology.
3.
Make the guaranty for this agreement and the LLC agreement.
5 (d) change 1st "shall" to "'may".
7 (b) does this make sense?
Should we also have the right to specific performance?
9.
(iii) consents won't necessarily be obtained at the time of the signing of the letter agreement.
Should say by closing such will have been obtained.
I haven't done a reg evaluation, so I would delete the reg rep unless you are comfortable.
I want the HSR risk to be with them, so I don't want to contradict it with the rep.
I'll review the LLC agreement next.
Kay
| Panda letter agreement |
Dale, Has GE initialled all the pages of the break out contract?
If so, it would be very helpful if you could ship me the originals.
That way, we only have to change the names, which will make it easier for Lee when we have to ask him to sign.
Also, has someone from the Enron side initialled all the pages?
That helps, too!
Kay
| LV Co Gen - the next generation... (hey, is that a pun?) |
Carolyn, Please use NewCo instead of Spawn.
Also, please give them only one business day to review the final facility agreement.
Also, we need the duplicate forms for Sunlaw Energy Corporation.
Will we be getting the drafts tonight?
Please call me if you have any questions.
Thanks,
| Changes to letter agreement |
I made a couple of minor revisions.
Jake has given us until when he gets in tomorrow.
I changed Turbine Agreement to Turbine Contract (one place in the LOI), and added responsibility for filing fees in the llc agreement.
Perhaps it it redundant.
I'm not sure I'm on top of the LLC agreement.
Maybe we can discuss in the am.
| Panda documents |
Hi there, I think a good next step while the counterparties are reviewing the docs is the creation of a closing checklist, since we have a good starting point with the Intergen closing list.
We can get organized on putting together a package of the next traunche of docs, such as the parent guaranty, escrow agreement, etc.
Thanks,
| Next step on Panda/Delta/Sunlaw |
I've made a couple of changes, including changes suggested by Jeff Blumenthal.
Main difference is title/risk of loss language and definition of "the Agreement" since we don't have an MOU.
Kay
| Revised termination agreement |
Do not take this too seriously until we talk tomorrow.
Look forward to meeting you, Kay PS.
Hope it isn't too inconvenient for you to come.
Sheila really wanted you there.
| Secure Website for Enron/GE Turbine Contract Negotiation |
Attached is a clean and red lined version of the loi.
I'm expecting a call from David Hunt, so I haven't dealt with the limit of liability stuff yet.
The Beck comments are good comments which we need to discuss internally, but since we haven't, I'm happy to take the position that the comments seem to fit better in the drafting of the definitive ageements.
Kay
| We need a good project name documents |
Gentlemen, Due to some internal comments we have made some revisions to the land option agreement.
The most significant change is that it is clear that the option payment is not refundable, and will not be applied against the purchase price.
There is also a clarification in paragraph 9 (re assignment) that the assignee remains responsible for any liability arising prior to assignment.
I believe we are ready to go forward with signature when you are.
Please advise if this version is acceptable.
Also, please let me know if you would like for me to have a redline version prepared.
Kay
| Land Option |
Turbine Team, For future reference we should add in the put/call language (similiar to the language in 6.2 (c) of the Intergen deal) which allows Enron to put the equity to the buyer at any time GE consents.
We should soften the approval rights of the purchaser.
Thanks,
| Put/Call rights in LLC agreements |
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