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Hi Theresa, I'm not sure if Steve Thome mentioned this to you, but Enron is opening an escrow account in connection with a transaction with Delta Power.
He suggested that I forward the wiring instructions for the payment of the escrow fee of $10,500.
Please let me know what other info you need to tee this up.
Thanks,
| Citibank's billing wire instructions |
Hi Warren, Please print all of these documents, and place in individual file folders with the name of the document.
I will need 6 copies of each of the signature pages for each of the documents.
If it is easier you can just make 6 copies of each document.
Thanks,
| Delta Documents |
Ben, In speaking with Herman, he suggested that you look at the earnings on Blue Dog on the hot list.
It is showing a total $10.5 (4 East, 4 West in q2, 2.5 in q3 (East).
ckm
| Blue Dog |
Might close on the letter agreement today.
You didn't miss much - mostly negotiations with GE re: change orders.
Our tax guys are happy, and Accounting is hanging in there.
We have revised the payment schedule in the doc, but NW doesn't have the change.
I'll send it to you.
The change is minor.
I need to revise the assignment/assumption agreement, then we'll be ready to go when GE signs up to the CO's.
Kay
| NorthWestern |
I am attaching a operating lease summary which I have revised to include some basic asset operation stuff.
I've left Lisa a voice mail with a brief explanation of what we are doing, and asking her if she would take a look at this from a financing "fatal flaw" standpoint, with Enron being the lessor.
I've been summoned to Nowhere North Carolina (Rocky Mount) for the remainder of the day and tomorrow, and will be back on Friday am.
Anne, I hope this helps keep you moving.
Lisa, many, many thanks.
Kay Kay
| CONFIDENTIAL/Operating Lease term sheet |
Hi there, We plan to sign on the dotted line with NorthWestern today.
MKahn (who works through lunch, don't you know) is turning the final draft of the letter agreement.
Kay
| signing |
Kent, This forms supposedly integrated the requested changes you saw previously.
Would love to have this by Friday.
I'll forward the opinion letter in just a sec.
Thanks,
| GE Guarantee |
Hi Catherine, I don't remember who actually gives the notice, but in anticipation of the funding of the escrow tomorrow, here are the docs.
I understand there is also a two day notice.
I don't believe I've seen a form for that one yet.
Who should send this out tomorrow after we get the fed ref?
Thanks,
| Delta docs |
I'm scheduled to be in a meeting tomorrow am, but I know this deal is in good hands.
Page me if anything exciting happens.
I'm fine with the assignment agreement version PH sent out this afternoon.
I'm sure MK has the punctuation just right.
Kay
| Conference Call Dial in Information |
CC, I would really like to have a signed off closing list and final forms of all docs by mid-day Friday.
If something happens and I either can't be on the call or forget to bring this up, please mention it.
Thanks,
| Wish list |
Gentlemen, These docs are ready to go, and your signatures would be appreciated.
I will initial the docs when Steve delivers them to me tomorrow.
Kay
| Delta docs |
Attached is the latest revision, incorporating comments from the Enron team.
There were some comments which were either discussion points or not readily decipherable, so those will need to be addressed in the next version.
There's still some harmonization/nit stuff which we will pick up then also.
Hopefully, David Hunt (MDEA's lawyer) and I will hammer out the more legalistic (yet important) stuff while he is in our office tomorrow.
Ed, maybe we can schedule a call with our local counsel to get some more comfort on the authority issue.
In addition, we can ask for an authority/enforceability opinion from MDEA's counsel.
We'll beef up the reps as well.
Reagan/David, Ed's availability is best first thing tomorrow (Thurs) morning.
See you soon, Kay
| MDEA agreement |
Hi Guys, Delta has asked when the LOC can be issued for the final payment.
We have every expectation that payment will be made on May 2nd, and we will know for sure by later today.
Would it be possible to have the LOC by Tuesday?
Thanks,
| GE Letter of Credit |
Chris and Mike, We are trying to do some sales tax planning, and need to know when the first LM 6000's will be ready to ship (or store, as the case may be).
I know there are projected dates in the purchase agreement, but those were more targets than commitment on the first few units.
Can you give the current status?
Thanks,
| LM 6000 |
Here are the issues I see with their draft: Does not allow for us to sell them power, only buy their power and sell to others.
This means that we can't sell them power until we get the full contract in place.
Fuel transactions include fuel oil, and I thought we weren't managing fuel oil.
Incentive fee (in main contract) defined to only include the sale of gas.
Doesn't include the language we need for internal approvals.
Payment section doesn't address payment for sale of power to them from the market.
| Issues |
Here's what I sent to Rusty on Wednesday.
It seemed like an option didn't quite fit, since PACS doesn't have anything to option, strictly speaking.
Kay
| Pacs |
Hi guys, Lee Johnson is asking about the break out contract for LV Co Genn and when it will be ready.
I need to return his phone call, especially since I need one more deliverable to be able to close the Delta transaction.
What should I tell him?
Kay
| LV Co Gen turbine contract |
Good morning.
In order to finish up Delta/Salmon tomorrow, please note we need the following today: GE parent guaranty LOC (so that full payment can be made to GE tomorrow) Opinion of counsel And once funds are received by GE, we need the receipt of funds letter.
Lee, I haven't heard back from the Portland gang to find out if the LV Co Gen contract is ready.
Maybe Jake can help shake that loose.
Thanks,
| Delta/Salmon |
In conversations with GE, it is their understanding that their guaranty will not be transmitted until there is a fed ref number tomorrow.
The opinion letter will be faxed as soon as the GC is available, or Kent can sign for Dan Rowley if that is acceptable.
DRowley can sign originals on Thursday.
The LOC is in the works, and GE understands that 10% will be retained in escrow until the LOC is delivered.
There will be three original opinions.
There is one original guaranty, and I'm not certain of GE's willingness to give more than that.
Obviously, there will be only one LOC.
Kay
| GE guaranty, opinion of counsel and letter of credit |
I know Michael wants to go to your apt this afternoon.
If you do go there, just give me a call to let me know you're there so we can coordinate pickup.
See you soon, Kay
| MAM |
Well, here's the nearly final draft of what was submitted.
Evidently, we decided to submit a bid on the original transaction structure, as well as two alternatives.
(not what I was lead to believe before.)
I spoke with John about adding more disclaimer language to the letter to say that by submitting the bid we aren't agreeing to enter into a transaction or even negotiate for a transaction.
Also, I advised him that the confidentiality statements in the letter were not great protection.
Kay
| Final draft of NIMO proposal letter |
FYI.
Certain aspects of this presentation will relate to PPA's/tolling agreements/interconnection studies and agreements relating to Enron developed generation assets from which we intend to purchase power, etc.
The cost/benefit would probably be marginal for you, but I will be there, and will get you any interesting handouts.
Kay
| Asset Financing - Structured Finance Presentation |
Steve/Christian, The attached file is a draft of an asset management agreement prepared by Stu Zisman.
The later version obviously contained more negotiated points, so I think this one is more helpful.
I'm working on a transaction now which involves serving load as well as selling power.
I found this one helpful for issue identification and exculpatory language, however.
Kay
| asset management agreement |
Allyson, As you know, we have had discussions with the City of Rocky Mount regarding possibly buying gas from them for the new power plant in Edgecombe County.
Evidently, the gas company has figured this out, and is not happy with this prospect.
We would like your opinion concerning the City's ability to (a) require that a tap be made so that the power plant be served and (b) sell gas to Enron for this purpose.
When considering these issues, please assume that the City would own and annex the land, and lease it to an Enron entity.
We will need the gas by next March or April, so time is critical.
Should the gas company decline, what is the appeal process and how long can it be expected to take?
Do you have any suggestions for expediting the process?
I am having the contracts between the gas company and the City sent to you, and you should have them by Monday.
Thank you for your assistance,
| VEPCO/City of Rocky Mount |
Gentlemen, Could we schedule some time for a conference call next week?
I would appreciate the opportunity to work through some of the legal issues.
I have the lofty goal of not working Memorial Day weekend this year, so I'm trying to get as much done on this deal as soon as possible.
Thanks,
| MDEA et al and Enron transaction |
Hi there, I believe Chris should be back today, so I wanted to follow up on this.
I don't have any recollection of where we left the escrow agreement with NW.
Please get with MKahn or Jerry DeBerry to see if we can get consensus on the current form of escrow agreement.
Once we have that, Enron (Chris) will make contact with Citibank.
Thanks,
| NW escrow agreement |
John, I made the changes you suggested.
The prior version contained a non-circumvention (you can't pursue the project without me) versus the current exclusivity (you must work only with me), which seems somewhat more restrictive since it would keep us from bringing in additional participants.
I've changed language in the next paragraph to avoid a contradiction.
If we go with this approach then I suspect we will want to work on an LOI which divides up responsibility going forward.
Let me know what you think.
Kay
| Ameresco |
Hi there.
Do you have to be a licensed claims handler (or a lawyer) to handle a third party's insurance claim?
Same for selling insurance?
Thanks,
| professional opinion |
The attached is the version of the contract which is under internal review and has therefore not been sent to VEPCO.
Warning: the black lining may not be much help to you, depending on which version you last reviewed.
We are meeting with VEPCO on Tuesday to iron out the remaining issues, and would like to send them this version in advance of that meeting Monday afternoon.
With apologies for the short notice, any input you might want to give would be appreciated.
We would like to send them this version (with internal revisions) in advance of that meeting.
Therefore, please email me any proposed changes, or leave me a voice mail at x57566.
FYI: The goal is to have this part of the deal completed prior to August 22.
Thank you for your assistance,
| VEPCO PPA.DOC |
Hi Catherine, Would it be appropriate for me to call Karl or someone to try to get the original docs?
I have this urge to get something off of my "to do" list, and this looks like a good candidate.
Thanks,
| Delta/Salmon |
I've tried sending this 3 times.
Please see if you can figure out the problem.
I've used the autoaddressing and his long internet address.
If all else fails, just print and have it delivered, I guess, or send it to his assistant.
Thanks,
| Confidentiality agreement |
Nothing fatal.
Here are some thoughts/comments on the AMA for your general consideration: 2.2 (d) Bank accounts/bookkeeping.
I've previously been advised that Corp performs this function.
Issues which arise: will the money be invested overnight, who has signature authority, etc.
We have a draft services agreement prepared for Peoples which can serve as a "go by" if you decide you need a separate doc.
2.2 (b)Billing/collection.
Responsibility generally should stop at sending nastygrams.
No duty to hire lawyers, etc.
2.2 (f) Insurance.
In Texas, you have to have licenses to buy/sell insurance and adjust claims.
Current language may be soft enough to not violate licensing laws.
2.2 (g) cost of filing for licenses and permits not included in defn of Marketing Expenses, but there's some catch all language that might help.
2.3 Accountants may like it to be clear that we can't hire/fire O & M contractor, set O & M policies, or dispatch plant.
3.2 If there are multiple transactions in a short period, these may be captured in one document, not one document for each transaction.
It would be helpful if the EEIM for use with others explains our agency role.
(may be in there - didn't review a copy) Is the Owner a power marketer yet?
Are we helping them get EEIM's with the Approved Counterparties, or are they on their own?
Will Enron sign on behalf of Owner for Contractor (Enron) transactions (sounds silly)?
Is there an EEIM in the works between EPMI and Owner?
3.3 (f) I suspect by now you've figured out profits, etc, relating to "day of" transactions.
3.4 last line - should it be interruptible instead of contingent?
Assume Owner has transmission risk?
Is there a "no third party beneficiary" clause?
I might have missed it.
Not life or death.
Interesting structure.
Could I get a copy of the final document?
Thanks,
| to read or not read, that is the question |
Due to the size of this possible transaction, I thought I would keep you in the loop on its status.
We submitted a bid with caveats as to its non-binding nature, and suggested an alternative structure.
In response, Navigant issued questions.
John Llodra has compiled answers, which appear to be fine to me.
We (Legal) have been instructed to standby, awaiting commercial guidance as to whether we will be going forward.
I believe Klauberg has either cleared conflicts or initiated the process, so if we go forward, he should be our man.
I will let you know once a go/no go decision is reached.
Kay
| first cut at responses to Navigant questions on NiMO proposal |
Hi Matt, I understand that John Rigby sent you a draft of the standard turbine contract.
Just thought you should know that it will be a E-Next type doc.
Thanks,
| standard turbine contract |
Hi there, We need the exact name of the YC entity which will be buying the gas.
Is it Yazoo City or the YCPC, or what?
Same info is required for Clarksdale, although not as urgently.
If you will email me the addresses of all who need to review this, the YC contract will be ready tomorrow.
Thanks,
| Yazoo City |
I took a crack at tightening up the E Next assignment language as it exists in the overrides, for inclusion in WH form: Peter, could you take first cut at the override letter?
We may be having an internal meeting at 930 central, and if so, will you be available by phone if necessary?
Suz, please put the attachment in the notebook.
Thanks,
| World Hunger assignment |
Hi Kara, Michael has been seeing a speech/language therapist, and recently she raised an issue about Michael's ability to "blend and unblend" sounds in words, specifically as it relates to reading readiness.
She had this conversation with Neil, so I don't know the details.
We are meeting with her today to get more input, but I wanted to mention it to you, just in case you had a comment.
I know this is something we can discuss at Michael's conference on May 31st, but if you would like to discuss it before hand, I can be reached at 713 304 8716 9 (cell), 713 345 -7566 (office - just tell my asst you are Michael's
| Michael |
Taking asset management to a new level of pain.
Commericial vision is to form a joint venture with NRG to manage a portfolio of generation assets.
I'm meeting with Janelle et al at 10:00 to discuss what we want to do.
Kay
| NRG bullet points |
Herman, I mentioned the bridge loan, and Ben was concerned that it might be difficult to get that done before the end of Q2.
A topic for Friday.
Kay
| Letter Agreement -- Execution Copy |
Doug, Here's the revised CA.
I highlighted the changed terms.
In addition, I deleted the prior paragraph 11 which said that the agreement supercedes a prior CA.
I don't know if the InterGen indentity and signatory are the same, but obviously I left that for you to determine.
I expect that the Enron entity which will bid will be EPMI, so I used that entity.
I beefed up the definition of confidential information due to the complexity of the issues, and I added 6 months to the term since things won't get cranked up for a while.
I look forward to talking to you at your convenience.
Have a good weekend.
Kay
| CA re energy management services |
Hi Carlos, I'm back in DC, at the Willard, so I'm thinking of you.
We (the commercial leads and I) will be in Richmond tomorrow for negotiations, then back tomorrow night at the Willard.
I hope things are ok for you.
I know it is probably stressful.
Hang in there.
Kay
| Hello from the Willard |
I have revised the option form consistent (except where noted) with comments sent by Herman and Lisa, and have attached a redline version.
Herman, I dealt with your comment regarding the defn of Optionee by tinkering a little with the 1st paragraph.
I also construed your comment regarding Enron's right to terminate the option to NOT preclude termination if our counterparty is in default.
Please confirm that this is acceptable.
Lisa, I did not change the notice info since the first entity will the the project co, with ENA Legal receiving a copy.
Please advise if you have any comments.
Kay
| Rev option form |
9.6 Additional Factory Testing .
In the event that Purchaser reasonably determines that a factory test=20 conducted by Seller or its Subcontractors was not conducted properly or the= =20 results of the test were inconclusive Purchaser may required Seller to repe= at=20 such test in a fashion as to obtain conclusive results.
=20 Purchaser may request Seller or its Subcontractors to perform one or more = of=20 its factory tests using more precise instrumentation than planned, or=20 conduct a test not in Seller=01,s or its Subcontractor=01,s standard factor= y test=20 program.
In the case of a Purchaser request for an additional non standard= =20 factory test the conduct of such test shall be subject to mutual agreement = by=20 the parties.
=20 In the event as a result of such Purchaser requested repeat test, ormore=20 precise instrumentation or non standard test the Equipment is found to not= =20 be compliant with the requirements of this Agreement, Seller shall correct= =20 such noncompliance and the cost and time associated with such testing shall= =20 be to Seller=01,s account.
If the Equipment is found to be compliant with = this=20 Agreement, Seller shall be eligible for a Change Orderfor the cost and time= =20 associated with such testing.
| World Hunger- Section 9.6 Additional tests - text of attachment |
Reagan, I've requested the issuance of a draft master (gas) for Clarksdale.
Yazoo has theirs in hand, but I haven't heard any of any comments.
The power side is a bit more complicated.
Yazoo City and Clarksdale have not cut a deal between them to determine how to buy power - whether it should be bought by MDEA (easier in some accounting respects, but credit is more of an issue) or by the individual Cities.
Maybe this should be on the list for our 300 meeting.
Kay
| MDEA masters |
I have a tolling arrangement to work on.
I'm trying to get my hands on the Black Hills tolling agreement.
Can someone point me in the right direction to find it?
Thanks,
| Black Hills tolling agreement |
I'm on a conference call.
Could you call Charlotte ASAP and review the plan for tonight.
Paige is in her car if you need her input.
ckm
| Charlotte |
Hi John, I believe Ben Jacoby has mentioned our deal with NorthWestern.
In connection with that transaction, we have prepared the attached assignment and consent, which is patterned after the Pastoria form.
We would like to get it wrapped up in the next two weeks, if possible.
Please let Ben or me know if you have any questions.
| NorthWestern assignment and consent |
Question for the team: If it appears that we may have land which may not be able to stay off balance sheet, is it preferable to have the land held by a different LLC than the project LLC, with a lease to the E-Next/OBS compliant project co?
If that is the case, what about the possibility of burdening the land with some low dollar hard costs?
I don't have anything in particular in mind, it is more of a theoretical question.
Thanks,
| LLC structure for power development |
Here's the latest version.
It looks ok to me.
The most substantive aspect of it is that Calumet Power (or its affiliate) could end up the indemnity obligations under the agreement.
(in other words, an entity without a lot of money to fund indemnity obligations) In my opinion this isn't important in the context of the option.
Unless someone objects, I'll tell PERC that Enron is ready to go with the assignment.
Kay
| Option Agreement |
Question: Do we have a schedule of assets to be involved in the transaction?
I recall that Janelle had some stuff that wasn't on the list.
Thanks,
| NRG |
Bob, Here's the bill of sale we didn't use on the last deal.
I don't know how much good it will do you, but at least it gives you some tax language.
As I mentioned, the last deal was supposed to be a "wire me money, I'll sell you stuff" deal, but it didn't happen.
I'd like to see the installment sale form once it gets fixed up, if possible.
Kay
| Equipment bill of sale |
Duke Energy, Environmentalists Strike Deal over California Plant Tom Knudson May.
16, 2001 Knight Ridder Tribune Business News - KRTBN Copyright (C) 2001 KRTBN Knight Ridder Tribune Business News; Source: World Reporter (TM) Days after state regulators gave Duke Energy the go-ahead to expand its Moss Landing Power Plant near Monterey Bay last fall, documents show four environmental groups made their own deal with the utility giant.
The four signed an agreement not to "participate in any lawsuit (or) regulatory challenge" that might slow or stop the project in exchange for a financial concession: $1 million from Duke for environmental "monitoring and research."
Balancing power generation and environmental protection always has been difficult.
But today, as power-starved California scrambles to find and permit new energy sources, some fear the Moss Landing agreement shows that money can sway even environmentalists -- and tip the scales too far in favor
| Wonder if its off the balance sheet? |
Hi Wilson, We discussed asking the counterparties for opinion letters.
Could you outline what you think we should ask for, or alternatively, just draft it?
Thanks,
| MDEA |
I've taken the liberty of drafting a form of extension letter to extend the ILA until June 15.
I suspect Reagan will be distributing to the commercial folks, but I thought I would give you a heads up.
David, I'm at work on revising the longer term doc.
If you have your preamble stuff ready, I'm happy to put it in now.
Thanks,
| Extension of ILA |
What is your preference when there is a conflict between the interim agreement and the last draft (v23) of the ESMA.
(For instance, the definition of ancillary services.)
Shall I just ignore the ILA, or does it represent the customers' expectations?
Kay
| ILA/ESMA conflicts |
I'm thinking my last email was unclear.
I assume that someone from the commercial team will send (or has sent) the extension letter to MDEA, YC, and Clarksdale's commercial reps for their review.
I assume that the commercial reps with YC, MDEA, and Clarksdale will get whatever legal input they want from their own lawyers if they think it is necessary (may not), but as a courtesy, I sent drafts to the two lawyers I know about.
Kay
| Clarification |
1.
=01&Ancillary Services=018 or =01&AS=018 means those services required b= y Entergy=01,s=20 interconnection agreement with MDEA or Entergy=01,s tariff.
OR =01&Ancillary Services=018 or =01&AS=018 means those services recognized by= Entergy=01,s=20 interconnect agreement with MDEA or Entergy=01,s tariff.
2.=01&Available Energy=018 means Energy that is available for sale on any g= iven day=20 that is in excess of MDEA=01,s Native Load.
OR =01&Available Energy=018 means Energy that is available for sale on any giv= en day=20 that is in excess of (i) MDEA=01,s Native Load, and (ii) the Energy require= d to=20 be sold under any Existing Transactions, up to the total amount of Energy o= n=20 any day that can be produced from the Facilities.=20 3.=01&Available Energy=018 means Energy that is available for sale on any g= iven day=20 that is in excess of MDEA=01,s Native Load.
OR =01&Available Energy=018 means Energy that is available for sale on any giv= en day=20 that is in excess of (i) MDEA=01,s Native Load, and (ii) the Energy require= d to=20 be sold under any Existing Transactions, up to the total amount of Energy o= n=20 any day that can be produced from the Facilities.=20 4.=01&Confirmation=018 means a confirmation of a transaction or transaction= s. OR =01&Confirmation=018 means the document provided for under the MPPSA or the= MGPSA=20 and with the corresponding third party under a Back-to-Back Transaction or= =20 with EPMI which specifies the Product being bought or sold, the duration of= =20 the Transaction and the other terms, including price.
A daily report of all= =20 hourly (or similarly short term) purchases and sales will be provided to th= e=20 Customer and shall serve as a Confirmation for those transactions under the= =20 MPPSA or MGPSA.
5.=01&Delivery Point=018 means the busbar of the respective Facilities loca= ted at=20 the interconnection between CPUC=01,s and YCPSC=01,s respective transmissio= n=20 systems at the 115 kV switching station at the respective interconnections= =20 with the Entergy transmission system.
Or =01&Delivery Point=018 =01&Point of Delivery=018 or =01&POD=018 means (a) f= or power (i) the=20 interfaces located at the interconnection between Clarksdale and Yazoo Cit= y=20 transmission systems at the Entergy system, or (ii) the point specified in= =20 any Back-to-Back Transaction, EPMI Transaction or Structured Transaction at= =20 which Products are to be tendered under a Confirmation; (b) for natural gas= ,=20 (i) for Clarksdale, the point of interconnection between Texas Gas and=20 Clarksdale (ii) for Yazoo City, the interconnection between Southern Natura= l=20 Gas (Sonat) and Mississippi Valley Gas for the Yazoo City Power Plant (the= =20 Sonat Delivery Point) (iii) the interconnection between Mississippi Valley= =20 Gas (MVG) and the Yazoo City Power Plant (MVG Delivery Point), (iv) any poi= nt=20 where fuel is delivered as specified in a Fuel Transaction.
6.=01&Incentive Fee=018 means forty percent (40%) of the Savings and of the= net=20 profit from external sales of the Cities=01, natural gas resources and the= =20 purchase of on-peak Energy, as calculated in accordance with Article III of= =20 this ILA.
Or =01&Incentive Fee=018 means the fee described in [Section].
7.=01&Market Price=018 is the price agreed by the parties to be paid by EPM= I in any=20 EPMI Transaction for the sale of Energy to third parties, or the amount to = be=20 paid to EPMI for the sale of Energy to the Cities and/or MDEA.
or =01&Market Price=018 is the price agreed to (i) by any third party for the = sale or=20 purchase to or from EPMI or MDEA in a Back-to-Back Transaction, (ii) the=20 price paid by EPMI in any EPMI Transaction or (iii) by any third party=20 pursuant to any Structured Transaction.=20 8.
=01&Protocols=018 shall mean the SPP Protocols duly adopted by SPP, incl= uding=20 any attachments or exhibits referenced thereby, as amended from time to tim= e,=20 containing the scheduling, operating, planning, reliability, and settlement= =20 (including customer registration) policies, rules, guidelines, procedures,= =20 standards, and criteria of SPP.
For the purposes of determining=20 responsibilities and rights at a given time, the Protocols, as amended in= =20 accordance with the change procedure(s) described in the Protocols, in effe= ct=20 at the time of the performance or non-performance of an action, shall gover= n=20 with respect to that action.
or =01&Protocols=018 shall mean the Protocols duly adopted by SPP, SERC, NERC,= and/or=20 Entergy, including any attachments or exhibits referenced thereby, as amend= ed=20 from time to time, containing the scheduling, operating, planning,=20 reliability, and settlement (including customer registration) policies,=20 rules, guidelines, procedures, standards, and operations criteria.
For the= =20 purposes of determining responsibilities and rights at a given time, the=20 Protocols, as amended in accordance with the change procedure(s) described = in=20 the Protocols, in effect at the time of the performance or non-performance = of=20 an action, shall govern with respect to that action.
=20 9.=01&Savings=018 shall mean the difference between 1) the total costs to M= DEA=20 and/or the Cities of a Transaction, and 2) the total costs of MDEA and/or t= he=20 Cities avoided or displaced by the Transaction, which difference shall be= =20 calculated as described in Article III of this ILA.
not defined in rev 23 definitions
| comparison of definitions - 1st in each pair is from letter agreeement |
Both of these are capitalized terms in rev 23.
Is there a difference?
Load Projection Model is in definitions, but Load Forecasting Model is used quite a bit.
ckm
| Load forecasting model and load projection model |
Hi Nancy, I am planning to make the changes which arose out of our meeting with VEPCO.
When we met with them, we agreed that we would accept all the changes in this draft, then blackline against it.
I tried to do this to this document, then realized that this is a compared document as opposed to a draft marked with changes.
Can you email me unmarked version which contains all these changes, and I'll start from there.
I apologize if I already have the clean draft, but I want to be certain that I am working from the correct version.
Thanks,
| VEPCO PPA.DOC |
Hi Doug, I hear you are working on the Midway deal.
Me, too.
I want to go back to the restaurant you suggested with the remarkable decor and wine list (was it Burns, something like that?).
I look forward to working with you on this one.
Kay
| Midway |
Lisa/Rose, Attached is a brief letter which has been approved by Herman, and which is= =20 now presented for your review and approval.
Greg Krause is the commercial= =20 lead, currently in Florida.
His cell phone number is 713 857 0369.
Kay Mr. Alberto Gonzalez Transmission Business Manager 4200 West Flagler Street Miami, Florida 33134 Re: Letter of Agreement Regarding Interconnection Development Services for= =20 the Midway Development Company, L.L.C.
Dear Mr. Gonzalez: Consistent with the results of the Feasibility and Facilities Studies and= =20 discussions that have been held to date between Florida Power & Light Compa= ny=20 (=01&FPL=018) and Midway Development Company, L.L.C and its designees refer= red to=20 as =01&MDC=018, by this letter MDC authorizes FPL to perform the necessary = studies,=20 analysis and other activities required to develop and support a schedule th= e=20 necessary for a potential power project to interconnect with FPL=01,s=20 transmission grid system and receive back-feed by March 15, 2002.=20 MDC authorizes FPL to utilize the one hundred twenty-two thousand dollars= =20 ($122,000.00) currently on deposit with FPL for Feasibility and Facility=20 Studies to cover the cost of this work The scope of this work will be determined by MDC and FPL based on ongoing= =20 discussions and may be altered or modified by mutual consent from time to= =20 time.
=20 FPL will inform MDC periodically of their progress and if additional funds= =20 are required to finance this work.
=20 Please acknowledge concurrence to the above between FPL and MDC by executin= g=20 duplicate originals of this Letter of Agreement prior to returning to FPL f= or=20 final execution.
Sincerely,
| Proposed letter to FPL for further project development work for a project in florida |
Here are my initial comments: There's no clear triggering event which would expedite the internal approval process.
For instance, paragraph 3 is a current obligation (re landscaping).
It would be easier to process this agreement if the effectiveness of this agreement commences when we file for a building permit.
I understand that we would have to pay some of this prior to the time the permit is issued, but again, magic words help.
Paragraph 6 on right of first refusal for power.
Looks like a free call for the next 30 years.
Just want to make sure you've bought in on this.
Other than the obvious valuation impact, it could impact a purchaser's ability to obtain project financing.
Kay
| Deerfield development agreement |
Hi Kathy, I'm in the office today, if you want to finish up ABB.
Ben Jacoby and Jody Pierce will need copies, if you will be making copies for distribution.
We can talk about the LM6000 change order #2, also.
Thanks,
| This and that |
Good afternoon, I am circulating a draft of the long term agreement for your review.
There are still holes, but hopefully it sets out the basic commercial deal.
Please note that we are anticipating a Monday meeting.
Therefore, we have sent this out without the usual internal review.
We hope to have a set of exhibits shortly.
Talk to you soon, Kay
| Energy Management Agreement |
Hi Greg, I just wanted to mention that if we are going to bust the percentage rule on the option payment, there is no incremental damage in having the option payment credited to the purchase price of the land.
As for officers of the development company, I would use Dave Duran.
Ben holds a power of attorney, but isn't an officer.
Hope you get email!
Kay
| Options |
Gentlemen, I thought I would pull together a brief email outlining where we are on certain tasks.
Here goes: Hub Agency Agreement - Gregg recently met with Peoples to discuss some of the outstanding commercial issues relating to the Hub Agency Agreement.
Roy is putting together a summary of the outcome of that meeting.
Gregg and I decided it would be better to not send Peoples the current draft of the agreement which has been circulated internally, but instead will send a draft which incorporates the outcome of these discussions.
Memo regarding restricted activities - David has prepared a draft for Enron's review.
Here's the draft: Gregg and I need to review it.
Gregg and Peoples have been working on the grandfathered transaction list.
Since both sides are running behind on this, David prepared a very straight forward amenment to the LLC agreement, exending the time frame for finishing the task.
Here it is: Policies - Gregg "Policy Man" Penman has been working on a credit policy, cash management policy, risk management policy, and probably a couple of others I'm forgetting.
Revolving line of credit - Gregg has been working the internal Enron system to get approval for a $50mm line of credit for MEH.
He has raised the issue of Peoples needing to provide a guarantee for their half.
Also, it may be necessary or advisable to document that the line of credit will be paid before any distributions are made to either member.
This is still under internal review at Enron.
I will check around to see if Corp (the lender) has a form of credit facility we should use.
Miscellaneous: Decide about services agreement Confidentiality agreements Transfer pricing documentation Other agreements (ISDA, GISB, Peaking Agency, Third Party Master) Board resolution appointing officers/managers Budget and marketing plan Other administrative functions (per Gregg's Business Setup Items list) Hope this is helpful.
Kay
| Status of MEH activities |
Hello.
The commercial team has asked that I forward this document to you for review.
It is a development agreement for a project in Florida.
We have attempted to address the accounting/E-Next issues, but please advise of any desired changes.
Thank you,
| Deerfield development agreement |
Mark Haedicke approved the hiring of King & Spalding for this matter.
I will drop Mr. Derrick a voice mail, but I would faint if he objected.
John, we need to talk about the sale of the LLC, and the generation of a draft doc re same.
Please let me know if you are available today to discuss this transaction with Sr. Jacoby and me.
Additionally, it would be helpful to discuss the tolling arrangement with Ken.
Thanks,
| Midway |
I haven't heard anything from David or Scott.
Have you heard anything from Marvin or Bob?
Is there a meeting confirmed for Monday?
I'm on another conference call re landfill.
Yikes.
Kay
| MDEA |
Ben, I made a minor adjustment to the LOI re: exclusivity.
Policy states that any time we sign up to exclusivity we are supposed to get it approved by Mark Metts, Tim Detmering and the CEO of the affected business unit.
Seems a little silly in this case, but it can't hurt.
(yes, I know we didn't do it with the turbine stuff) Kay
| TECO |
As requested, here is the current draft of the Midway LOI.
The counter party has not seen this draft yet, so this is still preliminary.
I'm reviewing the term sheet re toll.
Kay
| Midway LOI (prototype for Ft P) |
Hi guys, I want to make sure that you are comfortable with whatever services are being provided by Piper Rudnick, so that there won't be any surprises when the bill comes in.
Could you give me a brief outline of their scope?
Thanks,
| Livingston County Tour of Lincoln Energy Center |
Here's the Risk Management Policy Gregg has been working on for MEH.
Jeff, I don't know if you have seen this, so I thought I would float it by you.
David, I'm sending it to you so that you can comment about any concerns you might have relating to the LLC agreement.
Thanks,
| MEH Risk Management Policy - Revised |
I'm working through the "agent for" issue, and thought I would share the info.
I've asked our local counsel for a bit more direct answer (ie, his opinion).
Kay
| Joint agency as reseller of power (mdea/clarksdale) |
I have a phone number on a post it note on my cabinet, just to the right of where my computer would be if I was there.
It is a lawyers name (which of course I can't remember), male, with a 212 or 202 phone number.
It may be David something or other.
Could you email me that name and number?
Do you know if there is a way for me to save my emails that I have in folders?
Bet the weather is better than this in San Fran.
Kay
| phone number |
Gorman's will be picking up/delivering on Tues/Fri.
They had Mon/Thurs available, but Monday am is too hard to remember.
Besides, Delmis may be able to bring our clothes in on Tuesdays, and I'm generally home early on Friday.
Our driver's name is David.
His cell phone is 713 545 4186.
We can call him if we ever need pick up/delivery on a different day.
He will leave us a sack today.
How's that for cool?
Kay
| Gorman's |
Hi Mike, Sorry I missed you when you returned by call this am.
I have some concerns about the voice mail you left re: assignment language.
Enron can't stay on the hook for payment if the agreement is assigned, as this would bust the financing/accounting arrangement.
What we have tried to do to meet your concerns is to see that ABB has a contract with a party which is as financially sound as Enron by adding the guaranty language.
This addresses ABB's request that the party with the payment obligation have the "financial wherewithall" to make the payments.
This is a big change from where we were in the last contract.
I've had a request to get an approximate storage cost (monthly) for budgetary purposes.
This is in connection with the buy back arrangement.
Can you give me a guesstimate?
Thanks,
| Contract |
I am attaching a redline of a revised version of the document formerly known as the PPA.
This is compared against the August 7 draft.
I am sending it without anyone else reading it (a gutsy and foolhardy move), so it is subject to further Enron review.
Thanks,
| Aug 15 draft of CEC |
In speaking with Allyson, she believes we need to have the responses the Public Staff's data request no later than sometime next week.
The Staff wants to have a meeting or conference call to discuss our responses during the week of August 28th.
Therefore, Allyson suggests that we have a call this week to discuss how and when we will pull this information together.
Sounds like a good idea.
Please let me know when you are available for the call this week.
I suspect it will take between 30-45 minutes.
Also, please let me know if you have NOT received a copy of the data request, as these should have arrived via company mail.
Thanks,
| Public Staff Data Request |
I'm flying to somewhere (probably DC) tonight, returning on Friday.
Ozzie is making the travel arrangements, so you don't need to do anything.
I'll let you know what else I find out.
Thanks,
| Travel |
Virginia Power has raised a question about wanting some type of guaranty or other form of performance security should an Enron LLC sign the contract.
What can we propose (or exclude) under the contemplated structure?
Thanks,
| VEPCO |
I'm headed to Virginia tonight, and should be back Friday am.
Could we push back the conference call to the afternoon?
Heather will have the same travel schedule.
Thanks,
| Conference call Friday |
Kathy, Could you please accommodate Karen's request?
If you would like, you can just send it to me and I will get it to her.
If you have delivered my original to me I can make make her a copy.
Thanks,
| WestLB Equipment Contracts |
Hi Mike, In a meeting Friday afternoon with Ben Jacoby, he mentioned that he didnt want the change order signed quite yet.
I suspect he wants to review it before it is signed, and he's on vacation this week.
Kay
| Change Order #2 to LM6000 Purchase Agreement |
Could you please go through the option agreement I have in my directory on O.
It is under Option Agreements, and it is the only document there.
It should be called Fehr land option, or something similiar.
Please go search and make Optionor plural throughout, and make the grammar match.
I started making the changes, but got distracted from the task.
Thanks,
| A small task |
Hi Guys, Is the 501D in storage?
If not, when will it be delivered?
I'm asking in connection with information to be provided in the CPCN process.
Thanks,
| 501D for Edgecombe Energy Project |
Jeff: Here's a draft for your review: I suggest that the payment terms for the offshore contract require the intial payment to be made within 7 business days of execution.
That way, we can sign this up next week.
Kay
| Letter Agreement |
Bill, I'm attaching an electronic copy of the letter we sent to Westinghouse.
If you email me your fax number, I'll fax you their response.
Thanks,
| Westinghouse claim/Gleason |
Gentlemen: I have been advised by J. Nassos that Peoples (through WestLB) will be exercising the ABB option today.
I have asked that they send me a copy of the notice of exercise of option, and I left Mike Sandridge a voice mail telling him to expect it this afternoon.
Please let me know if you have any questions.
Kay
| Peoples/ABB |
It would be very helpful if you could participate, or have your designee participate.
Sorry for the short notice (what else is new).
Perhaps we can also arrange a discussion about the interconnection agreement.
I'm out this am, but will pick up voice mail.
Thanks,
| Edgecombe Energy and Capacity Contract |
There's a meeting with a cast of characters to discuss the Westinhouse warranty issues.
It is tomorrow (Thurs) at 1230.
Do you have any interest in sitting in?
Kay
| Westinghouse/Gleason Meeting Agenda |
Team Vitro: I wanted to run these changes by you before sending them to Jeff Smith.
Jeff S. has lobbied for deleting the language on assignment, and state that assignment of the consolidation agreement will be subject to the same terms, etc.
as the other 2 contracts.
He also provide alternative language which appears to be close to what was in the previous draft.
Since I didn't know the genesis of the language in the consolidation agreement, so I thought I would check with you first.
I eliminated 5 (a) because the contracts allow for partial termination.
| Vitro consolidation agreement |
Here is a rough draft of the Fehr option.
Herman, you will be happy to know that this one is much shorter.
It needs some clean up, but this should be enough to get comments going.
Kay
| Fehr option |
Hi Jo, I left you a voice mail, but being an email addict I thought I would send you a note as well.
Our son, Michael is in a Montessori kindergarten, which we have decided may not be most suitable for him.
We discussed it with Vivian Shudde, and she suggested that I give you a call about the Grace School.
My husband and I would like to visit Grace.
We are wondering if it might be possible to visit tomorrow.
Please let me know what you think.
Thanks,
| Kindergarten |
I'm hearing rumblings about the need to perform various preliminary tasks (survey work, etc.).
I've given the admonition to avoid incurring hard costs until the financing/accounting treatment has come together.
That lead to the question of what is a hard cost.
I know construction/equipment obligations are problems, studies generally ok.
This leads me to the conclusion that a geotechnical survey would be ok. Am I safe here?
Thanks,
| VEPCO |
Just in case you haven't seen a copy, NCNG has filed a petition to intervene in the CPCN proceeding.
The reason stated is that it isn't clear who is providing the natural gas.
It has asked for the right to examine and cross-examine witnesses, to file briefs and argue its position, etc.
Kay
| VEPCO/NCNG |
Here's the current redline, incorporating most of the comments made last week.
Herman, the language to address your biggest issue is in 2.3, page 7 on the marked version.
Thanks,
| Enron/VEPCO CEC |
I believe I have compared the ENA Aug 29 version to the VEPCO Aug 21 version of the Capacity and Energy Contract.
I'm no expert at CompareRite, but I believe it worked.
Here goes: Let me know if you have any trouble opening this document.
Kay
| Comparison version |
I'm looking at the Skelton option (Hart County, GA), and can't figure out when it was executed.
(must confess I didn't read EVERY word) Can anyone help me with this?
Thanks,
| Skelton option |
Hi there.
I have a personal errand to run (nothing bad) Thursday am, so I won't be in until around lunchtime.
Can't WAIT to hear about your trip.
I hope it was marvelous.
We're looking at a private school for Michael (St.Francis).
I think it is time for a change.
Kay
| Welcome back |
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