input stringlengths 93 39k | output stringlengths 1 117 |
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Hi Ed, I can't find (or recall) that I received the subsequent email referenced in this email.
Can you direct me to the right place?
I looked under Administrator and Legal Net X, and all my emails from 3/8.
Thanks,
| Secure Website for Enron/GE Turbine Contract Negotiation |
Hi Randy, Just wanted to let you know what it up on CoOp City.
I don't know the agenda for the meeting.
I'm planning on calling in.
Kay
| Co-Op City Meetings |
Hi John, I still need a Connecticut lawyer to look at this.
Do you have someone available?
I need input by Monday, March 19.
Nothing comprehensive, just a fatal flaw analysis under Connecticut law.
Thanks,
| Fuel Cells |
Hi there, Could one of you send me one email with the final (well, we hope) forms of both of the two change orders we are working on for the BD turbine sets?
I want to make sure I'm looking at the right stuff.
Thanks,
| Blue Dog change orders |
Just a reminder that I am planning on being on vacation with my son next week.
My clients are aware of these plans, and I have hopes that things will go without a hitch.
I will be able to retrieve email and voice mail.
Kay
| Vacation next week |
Hi Cindy, Any more sign ups from Enron?
I'm thinking of sending a reminder out in the next day or so, and I wanted to see if you have anyone other than me, Heather and Anne.
Thanks,
| Checking on status |
Dear Mr. Keffer, Thank you so much for agreeing to pass my resume along to the appropriate person with the Astros organization.
In keeping with our family tradition, I am a huge Astros fan, and would appreciate the opportunity to get a "behind the scenes look" at how a professional sports organization works.
This should be an exciting season for Houston baseball, and it would be an honor to be a part of it.
Any assistance you can give in putting me in touch with the right person would be appreciated.
Sincerely,
| Paige's Resume |
www.dagger.com.... and look at the Products, Recreational Kayaks section.
I am selling my Bayou II kayak by Dagger.
It is a two person, enclosed style, kayak perfect for enjoyable kayaking with a special friend or family member.
Especially good for fishing because one person can paddle and position the boat while the other fishes.
Fast and extremely quiet!!!
$749 Retail(camo $50 extra), will sell for $ 550 2 person, tandem polyethylene outer layer camoflage color wide cockpit and very stable bow seat slides and locks for single person use padded seats with adjustable back rests bow deck rigging with recessed fittings carry toggles(handles) includes bow and stern inflatable flotation inserts weighs 65 lbs 13 ' 6 " long Max Load 450 lbs.
| more kayak |
John, Credit appears to be a problem on this deal.
Therefore, please stand by for further developments.
I appreciate your very quick response.
Apparently, my client was satisified with the service he received.
Kay
| Wheeling Pitt consignment |
Are you available?
I thought you might be interested since DDuran will apparently be there.
I'm scheduled for vacation.
I'll arrange an invite if you are interested.
Kay
| Development Efforts |
I need to have a form filled out that says I don't have health insurance coverage through Enron.
Can you find out who I need to send it to in HR?
Thanks,
| statement of no coverage |
I have a change in plans next week.
My dad is having surgery in Ft. Worth, so I will be heading that way on Monday.
I was planning to be on vacation anyway, but I may have some accessibility challenges in Ft. Worth which I would not have had otherwise.
I will manage client expectations accordingly.
Kay
| Next week |
Hi Wilson, I spoke with David Hunt, and he has no problem with you representing Enron Power Marketing in the proposed transaction with Clarksdale and Yazoo City.
Please let me know if you have any other potential conflicts.
Thanks,
| Representation of Enron |
Hi Rose, Was the Blue Dog override letter signed for TurboPark?
I didn't see it in the TurboPark closing docs.
Of course, I could have missed it.
Thanks,
| TurboPark question |
Hi Pete, There's been a Plan B developed on the LV Co Gen project.
We are seriously exploring the possibility of selling the current LV Co Gen turbines to a third party, by selling the equity in a project co which acquires the turbines.
Sound familiar?
Yes, it is CA Development III, only it is called Salmon somethingorother llc.
I anticipate that the most recent version of the LV Co Gen contract will need to be adapted to the CA form - no E Next Generation or ENA as agent.
I believe Dale has been working on some tweaks to the form you last worked on for LV Co Gen, and I assume these tweaks belong in the "new" Salmon contract.
I will forward you the most current form that I've seen, and Dale can protest if he thinks this is the wrong one to work with.
Carlos Sole is the lawyer in Houston who will be herding these cats.
His number is 713 345 8191.
I will be out of the office next week, but will periodically check my voice mail if you have any questions.
Thanks,
| Lv Co Gen Plan B |
Kathleen, We need to set up an LLC for the Blue Dog turbines.
Chris had proposed some names at some point, then Ben had come up with something.
I now can't remember what it is.
Anyway, it needs to be on the list for next week.
Thanks,
| Northwestern |
Reagan, I haven't received an email from David Hunt yet.
I will make the changes you and I discussed last week, and perhaps we will get David's changes sometime today.
Kay
| Clarksdale |
I don't have any significant comments, but I picked up a couple of minor typos.
From a structure standpoint, I think Enron doing the construction (and taking price risk) may be a structuring challenge, but I understand that's a bridge to cross later.
Kay PS I hope Mark isn't reading this today!
Great wedding.
| Co op City letter |
Please confirm that Beck's comments nos 1 and 6 are acceptable for the loi.
I would include in this email, but I don't have an electronic version with me.
Reagan, if you have an electronic version, could you forward it to me?
Thanks,
| Clarksdale/Beck's comments |
Attached for your reading enjoyment is an indicative org chart.
As you might guess, there have been some changes since this was published in December.
Kay
| Enron Wholesale Services Legal Department |
Hi Carlos, I should be easy to reach on my cell until around 930 Tuesday.
Feel free to call.
In my absence you can feel comfortable talking to Jeff.
He seems pretty reasonable and easy to talk to.
Plus, he knows a lot about Enron stuff.
You will want to discuss the risk memo with him, copying Sheila I guess.
Ask Jeff.
Like I said before, I'll back you up on whatever decisions you make, for whatever that's worth.
My folks number (just in case you lost it) is 817 292 3367.
Ciao, Kay
| Good luck |
Karen, I have in hand the Ledford agreement.
My only comment is that on its face it does not appear to limit the Ledford's to the relief described (no sole/exclusive remedy clause).
Does that occur by operation of law in Illinois?
Thank you for your assistance.
| Ledford agreement |
I know you don't have enough to do...
I can't access the press release part of the Enron intranet site.
There is a blurb that appears at the bottom of all Enron press releases, which is one of those Enron is a leading blah blah blah.
If you can easily find that blub, would you mind forwarding it?
Sorry for asking.
Kay
| company description for the King & Spalding Roundtable for the Te xas Lawyer |
First order of business.
Again, we can discuss this on Monday.
I think Ben (or one of his minions) called Carolyn and asked her to be on a telephone call today.
I have reacted with righteous indignation, and Carlos is going to tell her it is not necessary for her to be on the call.
I really hadn't intended for Carolyn to work on this transaction.
Talk to you Monday.
Kay
| Revised Exclusivity Letter |
We are contemplating selling the Blue Dog turbines to NorthWestern.
I've been out of town with a sick dad, so I'm not clear who has been in the loop and who hasn't.
However, since these are TurboPark turbines, I wanted to make sure you are aware of the deal.
It is the commercial teams desire to enter into an exclusivity arrangement as soon as possible.
Sorry for the short notice - today is the first day I've been able to pick up my email.
Kay
| Revised Exclusivity Letter |
I'm still out of town, but now I have email access.
Did your CA get taken care of?
You mentioned that you feel like we can use Tex-Mex as a go-by.
Do you have electronic copies of the development agreement?
Thanks,
| Coal stuff |
March 23, 2001 =20 Enron North America Corp. 1400 Smith Street=20 Houston, TX 77002-7361 Attention: Benjamin F. Jacoby Executive Director Re: Acquisition of General Electric 7EA Turbines Ladies and Gentlemen: Pursuant to our discussions last week, the following summarizes the main=20 commercial terms agreed to by NorthWestern Corporation (=01&NorthWestern=01= 8) and=20 Enron North America Corp. ("ENA") regarding NorthWestern=01,s purchase thro= ugh=20 the LLC referred to below or as otherwise accomplished without violation of= =20 the Turbine Contract referred to below (the =01&Purchase=018) of two (2) Ge= neral=20 Electric (=01&GE=018) 7EA combustion turbines (the =01&Turbines=018), the f= irst of which=20 is presently located at a GE storage facility, and the second of which is= =20 scheduled to be available for delivery in February, 2002, and both of which= =20 are subject to purchase from GE under an agreement with GE dated as of May= =20 31, 2000 (the =01&Turbine Contract=018) with respect to which ENA has the r= ight to=20 cause a joint venture limited liability company in which, prior to commerci= al=20 operation of the Turbines, ENA holds a 20% equity interest and a wholly-own= ed=20 NorthWestern subsidiary (the =01&NorthWestern Subsidiary=018) holds an 80% = equity=20 interest (the =01&LLC=018) to become the purchaser: 1.
Purchase Price: NorthWestern will pay ENA $48.0 million for the Turbin= es=20 (subject to adjustment as described below).
[Adjusted how?
Need specific= =20 reference.
Is the statement that the payment is for the turbines consistent= =20 with the structure?
Definitely sounds like a UCC deal, for what that=01,s= =20 worth.]
2.
Closing Date of Purchase: The Purchase will close on a date on or prio= r=20 to September 1, 2001, as selected by NorthWestern by not less than 30 days= =01,=20 written notice to ENA,(provided that such notice may not be given less than= =20 30 days after the signing of a definitive agreement relating to the=20 Purchase).
[What happens at closing?
Payment of the balance?
In the=20 interim are we going to be obligated to perform under the GE contract in a= =20 certain manner?
Are we taking on implied obligations to NW?]
3.
Cash Down Payment: NorthWestern will pay ENA an $8.0 million down=20 payment for the Turbines.
The first installment ($3.0 million) of the $8.0= =20 million down payment will be due upon the signing of a definitive agreement= =20 with ENA providing for the Purchase.
The second installment ($5.0 million)= =20 of the $8.0 million down payment will be due at the earlier of (i) closing = of=20 the Purchase, or (ii) July 15, 2001.
[The remaining $40m due at closing, as= =20 well as any other amounts due to changes, etc?]
4.
Liquidated Damages: If, prior to the assignment of the Turbine Contra= ct=20 [is proper reference to closing?
], the purchaser under the Turbine Contract= =20 receives any liquidated damages under the Turbine Contract, then ENA will= =20 give notice thereof to NorthWestern as promptly as possible.
[Then what?]
5.
Carry Period: ENA will provide an interest-free carry on the unpaid=20 purchase price of the Turbines until July 15, 2001.
If the closing of the= =20 Purchase occurs after July 15, 2001, then the unpaid purchase price of the= =20 Turbines will be increased by interest at the rate of 7.5% per annum on the= =20 unpaid purchase price of the Turbines ($40.0 million) for each day from, an= d=20 including, July 15, 2001 to, but excluding, the closing date.
6.
Dual Fuel Conversion on Unit 2: ENA will not proceed with this change= =20 order to effect the conversion.
Instead, it will be the responsibility of= =20 NorthWestern to effect the change order with GE.
[does this mean they will= =20 be negotiating a change order while E Next is still the purchaser?
Are we= =20 committing to pay for the increase?
Does the purchase price increase?
Is= =20 there a limit?]
7.
Unpaid Price of Second Turbine: At the time of closing, one or more=20 installments of the purchase price of the second Turbine will be payable to= =20 GE under the Turbine Contract (the =01&Unpaid Installments=018).
ENA will = be=20 obligated to pay the Unpaid Installments to GE as they become due under the= =20 Turbine Contract.=20 8.
Guarantees: There will be no guarantee by Enron Corporation of any of= =20 the representations, warranties, covenants, indemnities or other obligation= s=20 of ENA in connection with the Purchase.
All obligations of the LLC under t= he=20 Turbine Contract, as well as all obligations of the NorthWestern Subsidiary= =20 to ENA in connection with the transaction, will be guaranteed by NorthWeste= rn=20 Corporation.
[governing law?
Limit on remedies/damages for this letter?
Dispute resoluti= on?
NorthWestern and ENA have acknowledged that, subject to review and approval= =20 of the structure of the Purchase and the negotiation of final documentation= =20 relating to the Purchase (which documentation will incorporate the commerci= al=20 terms set forth above), the above commercial terms have received all=20 necessary NorthWestern and ENA internal approvals.
[Is this true for Enron?= ] =20 In light of this acknowledgement, NorthWestern and ENA (by signing this=20 letter in the space provided below and returning the same to NorthWestern)= =20 agree to negotiate, in good faith, to agree upon such structure and such=20 documentation, with a view to executing and delivering a mutually acceptabl= e=20 definitive agreement relating to the Purchase as promptly as practicable.
F= or=20 the avoidance of any doubt, it is expressly stated, acknowledged and agreed= =20 that each of NorthWestern and ENA must be satisfied with such structure and= =20 such documentation in its own discretion.
[I question whether there is enough wiggle to keep this from being a bindin= g=20 obligation to sell] By agreeing to the commercial terms set forth in this letter (by signing th= is=20 letter in the space provided below and returning the same to NorthWestern),= =20 ENA grants NorthWestern, and NorthWestern grants ENA, an exclusive =01&no s= hop=018=20 period through the close of business on Friday, April 13, 2001; and ENA=20 agrees that, during such =01&no shop=018 period, ENA will not discuss or ne= gotiate,=20 directly or indirectly, with any person or entity other than NorthWestern f= or=20 or in respect of the purchase or other acquisition by such person or entity= =20 of the Turbines; and NorthWestern agrees that, during such =01&no shop=018 = period,=20 NorthWestern will not discuss or negotiate, directly or indirectly, with an= y=20 person or entity other than ENA for or in respect of the purchase or other= =20 acquisition by NorthWestern of turbines from such person or entity.. As=20 consideration for ENA agreeing to such =01&no shop=018 period, NorthWestern= will=20 pay to ENA, via wire transfer on the date of receipt by NorthWestern of ENA= =01,s=20 signed agreement, $1.0 million (the =01& No Shop Payment=018).
The No Shop= Payment=20 will not be subject to refund by ENA for any reason or upon any circumstanc= e=20 (including, without limitation, failure of NorthWestern and ENA to agree up= on=20 the structure of, and enter into a definitive agreement relating to, the=20 Purchase).
=20 If ENA is in agreement with the foregoing, then please so indicate by signi= ng=20 this letter in the space provided below and returning the same to=20 NorthWestern (by facsimile at 605/978-2840 and to the attention of the=20 undersigned).
Very truly yours, NORTHWESTERN CORPORATION
| NW my comments in blue |
Hi there, Feel free to leave me an email about anything you are working on, as I will be available next week and onward to cover for you.
In fact, if you want to stay home and go with KS to her dr's appt on Monday, I'll be there to cover.
In fact, just PLAN to not be there, and if you are, it is a bonus.
I don't you worry about anything when it gets to be baby time.
If you do figure out remote access, I can email you questions and you can answer when it is convenient.
Paige is almost 21, Michael is 6.5.
It goes fast!!!
Ciao, Kay
| Next week |
FYI.
I don't know what I think about this email.
I will say that I've heard good things about Clark, but haven't worked with him.
Also, there is a big difference between a transmission project and a power project, since tranmission assets are treated differently from an accounting standpoint.
Obviously, I don't consider the question of who is handling this (internally or externally) to be resolved, pending further discussions.
Kay
| New Power Project |
Hi there, Just confirming a 200 CST Enron team conference call.
Is this going to work for everyone, with the exception of Carlos, who is now excused?
Kay
| 200 Team meeting re NW exclusivity |
Ben/Chris, Unless something new comes up, I think we finished the letter agreement.
I'm awaiting a revised draft now, and if it is acceptable to NW, they will sign it and fax it to me tomorrow morning.
Maybe on Ben's layover we can have a discussion about where we go from here from a schedule standpoint.
Talk to you tomorrow, Kay
| NorthWestern exclusivity letter |
Hi there.
I'm trying to put together a meeting on Thursday at 200 to discuss the VEPCO project.
How does 200 look for you?
Thanks,
| VEPCO meeting |
I'm thinking MK may not be email proficient.
Also note WordPerfect documents.
I bet her secretary had to come into the the office on Sunday.
| NW |
I had a brief conversation with Herman Manis, and he tells me that there is a different interpretation of accounting rules relating to power plants.
Strangely enough, the change is one which should (I hope I hope) make power development projects easier.
In the past, we ran into problems anytime we wanted to build a power plant and take megawatts off of it.
Herman tells me that the current interpretation now focuses on the operation and maintenance of the plants, and not the power purchase agreement relating to the plant.
This change in focus should make power development deals easier to structure.
I would still like to set up an Intro to TurboPark meeting with Rose Engeldorf.
Rose is currently involved in a push a couple of deals in the West this week, so it may be a bit before we can get it set up.
A meeting with Herman would also be helpful.
Maybe we can buy him lunch and quiz him on these new developments.
Kay
| Accounting rules for power plants |
Michael is off school April 13 and 16.
I have 3 deals which are supposed to close around then, so I'm not optimistic.
If possible, I will take at least one of those days.
On the summer camp, if we use a camp by you, we will probably lose Charlotte for the summer.
Does that matter to you?
Kay
| Reminder |
I got this from Carlos from a deal he and Carolyn have worked on.
Note that the language sounds familiar.
Someone must have sent this form to NorthWestern.
I suspect an Enron person.
Kay
| PSEG Option Agmt |
Mitch/John, Here's the form of LOI I was thinking of using, in draft form.
I don't know how much information we are prepared to fill in on the term sheet.
If we don't have enough to fill in we can always skip the term sheet for now.
Kay
| BPUB LOI |
Hi Carlos, Jake called and said he wants to sign up Delta tomorrow (Friday).
I had a conference call with John, Carolyn and Rick Vincens, and we are pushing forward.
If you read this, could you tell me about any critical issues.
Also, has there been a risk memo started, and has Accounting signed off on the structure?
I'll get up to speed on this during the evening, and will take your deal toy when the deal is done.
Kay
| You won't believe it - don't open this if you don't want to.. |
Hi there, I don't know who has or wants to look at the deal docs, but here's the main one.
I'm giving it a close look this am, since I haven't been involved in this deal for a little while.
Herman, this is the transaction we discussed on the phone a couple of weeks ago.
Lisa and Catherine, I'm pondering the logistics of selling the new turbine in the pack with the current ones.
I have a call in to Lee Johnson to discuss it with him, just to make sure he is on board.
I know it can be done, we just have to figure out the paper trail.
Chip, I haven't received the Hancock letter yet.
Stephen, your close review of the document would be greatly appreciated.
Talk to all soon, Kay PS.
Anna Claire Sole arrived at 200am today.
| Revised Delta Letter Agmt |
Hi Pete, I have a fire drill for you.
This contract needs to between Salmon Energy LLC and GE, with no agency reference.
In other words, a CA Development form.
Any chance of getting this today?
The delivery dates on one of the turbines will be changing, as is the payment schedule.
Also, the designation of one of the turbines will change.
Salmon will be receiving units 19, 20, 23 and 28 (a new one).
Thanks,
| GE LM-6000 purchase contract for Las Vegas Cogeneration II project |
Ed, Although this email was directed to EI lawyers, I was under the impression that this was a Corp policy.
Maybe I was wrong.
Kay
| Consulting/Service Agreements |
Larry left me a voice mail.
Would you mind calling him and telling him that I am tied up on a conference call that is likely to last until 500, so I can't call him until after then.
I would really appreciate it!!!!!!!!
XXXXXOOOOOO CKM
| Larry |
Gentlemen, I have made the revisions to paragraphs 16 and 22 as suggested.
I have also changed the state designation of the Tarheel notary to Texas.
If this version is acceptable, we will execute originals and forward to you.
Do you need more than one original for the optionor?
Thank you,
| Revised option agreement |
I have taken what I believe this is the most recent form of the GE turbine contract, changed to reflect the difference in purchaser, and filled in some of the blanks.
I have compared it against the Delta redline that Rick sent me this afternoon, after having accepted Delta's proposed changes for the purpose of running the comparison.
The notes included are placeholders since I wasn't clear if these items will change with the equipment swap.
GE is also reviewing Salmon Energy Agreeement version 2. redline Thanks,
| Turbine contract |
Hi there, I suggest that we have an Enron only call at 230 central on Sunday, in advance of the 300 call with Delta.
I believe the call in number is 877 232 0064, pass code 25581#.
Kay
| Revised ENA/PPL Ltr Agmt and GE Acknowledgment Ltr |
Hi Kent, I don't know whether Lee has mentioned the Delta Power deal that we are working on.
We are taking 4 turbines and putting them in an LLC, and selling some of the interest in the LLC to Delta Power.
Three of the turbines are turbines formerally known as LV Co Gen turbines, and we are buying new LM's to replace the ones we are using here.
In any event, Delta Power is financing the deal, and they have asked that we get GE sign off on the attached documents.
Therefore, I would be interested in your response to the attached.
I understand that Lee is in New Orleans today, but I'll send him a copy anyway.
Thanks,
| Enron/Delta Turbine Acquisition |
We have a conference call at 200 with Delta.
If you are interested in returning to the deal you are welcome to jump back in.
I suspect the letter agreement will be signed sometime this week.
With closing to occur later this month.
It is up to you.
Kay
| Delta |
Hi Gaye, We are looking forward to seeing you and Earl this weekend.
We will have 9 for dinner, not counting the 6 year old who will have eaten (although he will eat a piece of bread, if offered).
I just hate to pay for a real dinner for him when I know he won't be interested in grown up food.
If it isn't too much trouble, could you email me the menu?
We will be bringing beer and wine.
See you soon (just not soon enough),
| This weekend |
You may have these for Tex Mex.
John expects to use something similiar on the coal plant, but obviously that is up to you.
Kay
| Tex-Mex docs |
Hi Rhett, I'm working on one of these turbine transfers via the sale of 80% of the equity of the LLC.
I'll forward the operative docs to you right away.
In any event, here's a change the counterparty wants to the tax language in the letter agreement.
Kay
| Pegasus |
Hi again, Delta Power will be making revisions to the LLC for tax purposes.
I've given them your email address to include you in the distribution.
Kay
| Delta (Salmon) |
Hi Carlos If things aren't better next week, I may need ask for your help (ie, dump this).
It depends on how Delta and Yazoo City shake out.
Hopefully, it won't be too bad.
Be sure to check out the black line.
Kay
| Turbine Purchase - Letter Agreement |
Nancy, I've made a list of the transactions I see in the VEPCO deal.
Perhaps you can think of more.
I would appreciate your suggestions for B & P lawyers to assist with these various aspects of the deal, with local counsel input as necessary.
Additionally, I would like to have someone in the Houston office involved for backup.
last minute meetings, etc.
Thanks for your help.
| VEPCO "to do" list |
Hi Carolyn, I can't recall whether Delta et al have seen a draft of the escrow agreement (and instructions) yet?
Is this one in the works?
I suspect GE may want to see it in connection with the giving of their consent.
Thanks,
| Escrow agreement |
Could you please email me what we think are the execution version of the letter agreement and the substantially complete llc agreement?
Also, how many execution copies will we have?
Thanks,
| Execution copies |
Hi Lee, Pete Thompson is preparing the LV Co Gen break out contract based on the version generated last week that you and Bill Williams had agreed to (or so I think), but incorporating the AIP stuff where approproiate for the new turbines.
We need to have the Delta break out contract signed by April 11th, so I'm hoping to have the LV Co Gen contract today or early tomorrow for all to review.
That way, you can look at both at the same time, and sign both at the same time.
Pretty nifty!
Thanks,
| Turbine contracts |
Hello there, Here's the LV Co Gen break out contract with the assortment of turbines, including the 3 turbines from the new order.
I haven't quite figured out the route, but I think this is the correct destination.
Due to the Delta schedule, it would be very helpful to get closure on this form by April 10th.
Kay
| LV Cogen Turbine Agreement |
Deborah, This is the most recent email I have from Mark.
It gives an overview of the project.
I'll check for other pertinent emails.
Kay
| Co-op City Letter V.2 |
Nice touch, sending this the day after the letter agreement was signed.
Can you enlighten me on the ENA procedures and sensitivities to these types of docs?
Thanks,
| Pegasus: ENA Consent and Legal Opinion |
Hi Tax Gurus, Here comes another turbine transaction similiar to CA Development and Salmon Energy.
This one is with NorthWestern.
I need to run some tax stuff by you, so here 'tis.
Thanks,
| LLC Agreement compared to original draft |
Hi Kent, I can get a redline done for you if you want to tell me what it should be redlined against.
I don't know about getting rid of the requirement for the inhouse counsel opinion.
Maybe after you look at things we can discuss it.
Thanks,
| Salmon Energy Turbine Agreement |
Hi Reagan, Could you locate, cut and paste and email me the definition of "native load" from the Entergy tariff?
I need the location of the interconnection for the defn of delivery point.
Aren't we missing some time in the defns of On/Off Peak that you gave me.
Aren't 2 hours missing?
Is on/off peak an everyday thing, or seasonal?
What are we going to do about defining profit (and costs)?
Do we need to give a place for meetings, and if so, where should these meetings be?
(13 c).
More to come...
Thanks,
| Missing pieces |
How do you feel about making Enron an advisory member of the Marketing Committee?
I'm concerned that we will run afoul of Miss law regarding control.
Would this create a problem for us?
Kay
| Marketing committee |
Hi Carolyn, GE has asked for an explanation of the relationship of Pegasus to Delta Power (in other words, the equity structure).
Could you please ask Greg if DP can send an email with that explanation, so that I can pass it along to GE.
Thanks,
| Delta Power |
Steve, I know that we specifically included the stabilizer in the Salmon deal.
Please confirm that it belongs there so that we can finish up the break out contract.
Thanks,
| Revised Salmon Agreement |
Team Salmon, Carlos will be working the Enron consent/opinion docs.
I suspect he is looking for a seat at the closing dinner, but the help is appreciated regardless of motive.
Carolyn, the form of the escrow instruction letter looked fine.
I spoke with GE about the turbine contract, and I am optimistic that we will have the "final form" today.
Ciao, Kay
| Enron consent and opinion/Delta |
FPL, Entergy Merge in $7 Billion Deal NEW YORK (Reuters) - FPL Group Inc., the parent of Florida Power & Light Co., said on Monday it would merge with Entergy Corp. in a stock deal worth $7 billion to create the largest U.S. power generating company.
The combined company would have a total enterprise value of more than $27 billion, consisting of $16.4 billion in equity market capitalization and $10.7 billion in debt and preferred stock, the companies said.
The merger is expected to immediately boost earnings for both companies.
Under the terms of the agreement, FPL shareholders would receive one share of a new holding company for each FPL share held.
Entergy shareholders would get 0.585 of a share of the new holding company for each Entergy share.
Based on the companies' closing stock prices, the deal would value Entergy at its market value of $7 billion, or about $30.89 per share.
FPL shares closed Friday at 52-13/16, off a year high of 56-5/8 but up from a low of 36-3/8.
Entergy stock ended at 30-5/16, off a high of 31-3/16 but up from a low of 15-15/16.
SHAREHOLDERS' APPROVAL REQUIRED The combination must be cleared by shareholders as well as federal regulators.
FPL and Entergy said they hope to complete the transaction within 15 months.
``The merger combines two strategically aligned, financially healthy companies into an organization that has no equal in the industry,'' said J. Wayne Leonard, Entergy chief executive.
Leonard will serve as president and chief executive of the combined company while FPL's chief executive, James Broadhead, will serve as chairman.
The deal was billed as a merger of equals but gives FPL shareholders 57 percent of the combined company and eight of 15 seats on the board of directors, the companies said.
Once combined, the new company is expected to see annual cost savings of $110 million to $150 million in its regulated businesses derived from eliminating duplicate corporate and administrative positions and programs.
Competitive businesses should see annual cost savings and revenue enhancements of $40 million to $125 million and capital expenditure savings of $50 million to $100 million, the companies said.
FPL and Entergy said they will seek to ``minimize workforce effects of the merger'' through a variety of unidentified efforts.
In addition, both FPL and Entergy have authorized stock buyback plans, together worth $1 billion.
FPL plans to repurchase $570 million shares while Entergy is looking to buy back $430 million in stock, the companies said.
| FPL/Entergy merger news article |
I have a 300 meeting, so I'm sending this as is so that David can print a copy.
I have not yet integrated all of his changes, although I have dealt with the profit/savings and QSE.
Is the scope of scheduling services in the exhibit the same as the Scheduling (aka QSE) stuff?
Later, Kay ps Reagan has the latest exhibits.
| MDEA |
Hi Tax Gurus, I was out when you called the other day.
Since then, we have another version of the docs anyway.
Would you like to schedule a time to discuss this with me and outside counsel?
Kay
| ENA/Blue Dog: Revised Letter Agreement |
Hi there, I thought I'd check back to see where we are on the Delta (Salmon) break out contract, now that we know that the stabilizers should be included.
How's it looking?
Thanks,
| Breakout contract |
Hi Herman, This is another turbine transaction.
I think there will be another turn of this doc soon, but I want you to have a heads up.
Kay
| ENA/Blue Dog: Revised Letter Agreement |
Hi Wilson, I haven't forgotten you, I just got tied up.
This is a very preliminary draft, but thought you should take a look at it.
I don't need a detailed analysis, I just want you to have it so that we can discuss the impact of Mississippi law.
I am specifically interested in discussing the following: waivers of consequential damages, limitations of liability legal status of MDEA (I'll send you the info of what I have) dispute resolution and jurisdiction restrictions on confidentiality restrictions any other aspects of the agreement impacted by Mississippi law I don't need any memos, just a discussion.
Thanks,
| Draft Contract and Exhibits |
Attached is the form interconnection agreement provided by Virgina Power, for your information, review, etc.
It is a new form which is currently under review by VEPCO.
Kay
| VEPCO's form interconnection agreement |
Hi Ben, The conference call went fine with NorthWestern.
They really want to get their hands on the contract and the change orders.
I told them you were talking to GE about it, and we will get them the contract ASAP.
Here are the issues: If we terminate due to their default, they want the additional $5m to be liquidated damages (ie, our exclusive remedy).
They still want the right to talk to GE, specifically about the terms of the assignment to the LLC if we are having difficulty getting GE consent.
They want to be able to exercise their call (or take an assignment) of the turbine contract earlier.
They are willing to take the risk with the GE warranties.
This is a relationship issue.
It is also their biggest issue.
| Outstanding issues |
This is preliminary.
I'm supposed to get with our finance folks tomorrow to get it finished.
This is ok to send to NW with that understanding.
Kay
| Preliminary draft of assignment & assumption |
We are getting close on this one relating to the Blue Dog turbines.
I'm reviewing these drafts in detail, and expect that there will be another turn.
Just wanted to give you a heads up.
Kay
| ENA/NorthWestern: Revised Letter Agreement and Exhibits |
I have some folks who want to option some land in New York.
Do we have a company for New York yet?
If not, I seem to recall that we were going to start using one of the existing companies for land options instead of creating a new one every time.
Am I remembering that correctly?
Basically I'm looking for the company name to use in an option.
Any suggestions?
Thanks,
| Land option New York |
We had our daily phone call with NW.
I don't know that we really have significant points of disagreement.
They understand that we are working some accounting issues, and they have a general idea of what we want to do.
I suggested that we come up with the work arounds with our accountants, and I will think about it this weekend.
I have a couple of ideas but I really want to mull it over.
They look forward to receiving the turbine contract.
Chris, could you forward the draft change orders with it?
One point they raised is that they want the ability (with GE consent) to have us refund the future payment due to GE (less 7% for time value of money), retaining the payment obligation.
All of this is post closing.
They are putting up a full blown parent guaranty to GE for the turbine contract, and since the payment should only be around $4mm, that would probably be acceptable to GE.
Keffer et al will issue revised documents tonight.
There are no calls scheduled tomorrow or this weekend, giving everyone "quiet time" to review the contract.
Other than the accting issues, this should be about it.
We deferred discussions about an extension until Monday.
Kay
| NW |
Hi there, I am meeting with Ben tomorrow to discuss NWestern.
I'm fairly confident that he will be willing to extend the letter agreement, but he hasn't called me back today to confirm.
Ms. Kahn and I have exchanged voice mail.
Could one of you return her call for me?
I'm tied up.
You might get an idea on some times tomorrow for a call.
I'm booked until around 130 for anything which would last more than a few minutes.
I'll check with Ben.
Thank you,
| Northwestern |
Yikes!
I just realized that tomorrow is Mason's birthday party.
I know Michael would love to go.
Both my husband and I work, but I will attempt to take off and bring him.
Thanks for the invitation.
Kay Mann
| Mason's birthday |
Here it is.
I guess she didn't make my reservations.
You might want to double check.
Obviously, I do not need a car.
I would like to get these reservations asap for the upgrade.
Thanks,
| Itinerary for trip to RALEIGH |
Payment Schedule.
Payment Date Payment Amount April 30, 2001 $50,234,000 TOTAL $50,234,000 Such April 30th payment shall constitute full and final payment for the Units, except that Purchaser shall be responsible for the payment of any and all amounts associated with any Change Order after the Effective Date.
The final payment is also subject to Section 6.1.3.
Also, Delta has suggested that we add in language for the adjustment due to site conditions.
I added language to Exhibit A-1.
Both of these edits are from the CA form.
Kay
| revised payment language for Salmon |
Hi Matt, Carlos gave me a file folder with the Salmon filing docs.
I need the corp books with share certs, as we are selling the member interests and expect to do so with share certificates.
I need it by Friday if at all possible.
Thanks,
| Salmon |
Hi Rose, I hate to be a pain, but we are trying to sign up Northwestern this week, and the last thing we have to do is the assignment and assumption agreement.
Any break in the log jam with McKay?
Kay
| Northwestern |
Hi guys, Here's a list of questions as I'm working through MDEA.
Actually, some are questions, some are reminders of things you were going to send me: Receipt Point - need def'n RR Load info - I was going to plug in something, or we were going to have an exhibit to describe.
RR Off peak defn - RR transmission - we've added transmission services, but it isn't defnd.
Any suggestions?
scheduling equipment - do we want to refer to the list?
term - previously I was instructed to take out the evergreen renewal, now is it back in?
If so, is the mechanism in the first draft ok?
contracted resources - I've added in a def'n - we need a schedule.
Name, date, subject matter of contract.
More questions to come, but I wanted to get this to you asap.
Reagan, you might want to look through the comments you gave me for more open items.
Thanks!
| List of questions |
Hi Lee, Just wanted to check to see if you will be around tomorrow.
I'm trying to get things lined up on multiple fronts, and all roads lead to you.
Thanks,
| stuff |
You made a comment on page 13.
It says "(c) purchase of power ...." I think this is one of your comments.
What does it mean?
I'm on a conference call, so an email response would be appreciated.
ckm
| q |
Hi Steve, We need wiring instructions for the account that will receive the $ from escrow.
It should be an account where money goes in and out in one day.
Can you track down the info?
We are waiting for the lenders to comment on the proposal that they will close once we deliver our deliverables.
Stay tuned!
Kay
| Delta |
Here's the latest, not-yet-final-but-getting-better agreement.
I may not have sent this to everyone who needs it, but I know Reagan will take care of it.
Speaking of Reagan, he is generating exhibits.
Kay
| MDEA revised draft |
Attached is the current form of the assignment agreement.
I'm awaiting final approval from Finance, but I think we should get this in front of GE.
Ben, do you or Chris want to handle this, or shall I?
Kay
| Assignment and assumption agreement |
Please add this to the defn of confidential information: Confidential Information includes, but is not limited to, business strategies, transaction structures, pricing formulae, and other business methods.
We will call it the "Michael Brown burn me twice shame on me" clause.
Thanks,
| addition to standard form CA |
Hi Clark, Could you fill out this chart for us with names and contact info for the Bracewell person (or people) you think would fit the bill the best?
We had a list previously, but I believe some of the folks on it have moved on.
Thanks,
| Power transactions |
Hi Warren, Hope you had a nice weekend.
My weekend went too quickly.
Could you please print this email and the attachments for me?
Thanks,
| Pegasus - ENA documents |
In speaking with Lee Johnson this am, he mentioned that he is still missing final contracts for PSCO and CA Development.
I seem to recall that Sheila had asked someone to pull this together, and that I had given Kathleen the CA Development stuff.
I could be off track, but that's how I remember it.
There's probably someone with a better memory.
Thoughts?
Thanks,
| GE contracts |
Insert at p. 42 as ARTICLE XII.
ARTICLE XII.
ADJUSTMENTS REGARDING UNITS WITH SERIAL NUMBERS LISTED IN EXHIBIT P 12.1 Adjustments in Performance Guarantees to Reflect Site Conditions.
Seller recognizes that the Sites for the Units identified and listed by serial number in Exhibit P have not been identified by Purchaser.
When the Site for each such Unit has been identified and the corresponding Site conditions for each such Unit has been provided by Purchaser to Seller, Seller and Purchaser agree to amend the Guaranteed Levels and the Specific Performance Levels for each such Unit to reflect changes in the Basis Conditions made to reflect the Site conditions for each such Unit.
The Guaranteed Levels and Specific Performance Levels as so amended will be consistent with those customarily provided by Seller for other LM 6000 Enhanced Sprint combustion turbine generator units in the United States with comparable Site conditions.
12.2 Storage of Unit(s).
Seller and Purchaser recognize and agree that the period or periods during which any of the Units identified and listed by serial number in Exhibit P is placed in storage (a) by Seller pursuant to Section 10.2.7 or (b) by Purchaser, as agreed between Seller and Purchaser, shall not be considered, directly or indirectly, in determining the commencement of the Primary Warranty Period or the Extended Warranty Period, or both.
12.3 Maximum Period of Seller Liability.
To the extent any Unit identified and listed by serial number in Exhibit P is placed in storage as contemplated in Section 12.2, the duration of such storage period shall be added, in the case of each such Unit, to the six (6)-year period identified in the last sentence of Section 27.1 for purposes of calculating the maximum duration of Seller's liability with respect to any such Unit and with respect to this Agreement.
12.4 No Effect on Cost, Schedule or Scope of Work.
Seller and Purchaser agree that implementation of the provisions and agreements of this Article XII shall be at no additional cost or result in any other change or impact to or upon the Scope of Work, Purchase Amount or Guaranteed Unit Delivery Dates, or all of them.
| Delta requested language |
Hi there.
This is the letter Hancock is willing to give us in exchange for Hancock getting a security interest in the escrow account.
Any comments?
Kay
| Pegasus - ENA Entitlement Letter |
Hi Wilson, I've decided that it would be helpful to have a brief written explanation of what limits of liability and waivers of consequential damages are permissable under Mississippi law when contracting with the Cities or an energy authority.
Could you provide me with something along that line?
Thank you,
| MDEA |
ABB is struggling with a fundamental assignment issue.
Their concern appears to relate to assignment to a project company or contractor which might not have the financial ability to pay.
I believe they are looking for some type of security (LC, bond, guaranty).
I didn't sense that they have an issue with the identity of the assignee, just the ability to pay.
Comments?
Kay
| ABB purchase agreement for transformers to go with LM 6000's |
Hi Kent, These are some requested changes to the Salmon a/k/a Delta break out agreement.
I'm not comfortable that Lee has reviewed these, as the comments were previously forwarded in another email.
In any event, we are looking for GE's blessings on this addition.
It seems to me that we are approaching time to gather GE's signatures on the various docs.
I will forward separately the email I received from our outside counsel with the final forms of everything but the break out contract, the assignment and assumption agreement and the GE parent guaranty.
Thanks for your assistance.
| Delta requested language |
Hi Jerry, Do we have a final, execution version of the letter agreement?
I understand that Enron's tax folks are ok with the suggested changes to the LLC agreement.
We are working with GE to get the change orders executed.
Thanks,
| Execution drafts |
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