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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 s...
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 th...
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 someth...
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 J...
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. K...
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 Carol...
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 exclus...
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...
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 yo...
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 cons...
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 yo...
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 ...
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 structur...
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 logisti...
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 th...
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 runn...
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 repl...
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 ...
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 involve...
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 ...
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...
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 ...
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 t...
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 exh...
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 c...
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 liqu...
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...
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 ...
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 time...
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. Th...
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 - ...
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 s...
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 Purchas...
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 identi...
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 gathe...
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