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Figures, of course.
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Thanks for asking.
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I'm watching for some good vacation days, also...
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We are staying at the Hyatt Hill Country Resort, which is nice.
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There will be a private party as SeaWorld, which could be fun.
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They usually do everything first class all the way, since it is the officers shindig.
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I get to see some nice people I only see once a year.
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Everyone parties hard, too.
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Diet time!
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I've done ok so far, considering the travel.
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This means I've lost the weight I gained when I was on the road every week.
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I have a couple of questions so I can wrap up the LOI: We refer to licensed Fuel Cell Energy equipment.
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Do we intend to reference a particular manufacturer, or should this be more generic?
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Do we want to attach a draft of the Development Agreement, and condition the final deal on agreeing to terms substantially the same as what's in the draft?
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I have a concern that the Enron optionality bug could bite us on the backside with that one.
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Do we expect to have ONE EPC contract, or several?
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I'm looking for the confidentiality agreement, which may be in Bart's files (haven't checked closely yet).
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If anyone has it handy, it could speed things up for me.
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Thanks, Kay
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Forget the ONE or more contract questions.
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I see we expect to have separate contracts for each project.
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Enron North America Corp.
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On the issue of the contracts, the draft says that the $170m is paid when the EPC contract is signed.
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Are we expecting that the portion attributable to each project will be paid as the individual EPC contracts are signed?
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Thanks, Kay
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Remarkably clear explanation.
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Here's a draft letter for CRRA.
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I didn't send it to Jeff since he is out today.
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Kay
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Hi Cle, FYI.
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Kay
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I think you and I may have different documents.
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Maybe we should compare.
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Thanks, Kay
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What time?
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FYI.
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Meeting is at 100
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Per your request.
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FYI, no action requested at this time.
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Being first is overrated.
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IS IT TIME YET???
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Allyson, You should receive some formation documents relating to Edgecombe Development.
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The name is not spelled correctly (missing an "e"), but that is being corrected at this time.
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Bob spoke to me about wanting Enron to send a letter concerning the financing arrangements for the project.
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I would like for us to discuss this as well.
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Kay
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This is a comparison to their version.
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I think I have a comparison to ours as well.
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Kay
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A comparison to ours.
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Kay
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Hi Gregg, I was out of the office on Friday, so I just now heard your voice mail.
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I haven't been through all my email, but I haven't seen anything from Stephanie on email.
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I do have a hard copy version which is too long to fax with confidence.
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I'll give the forms a look, and fax them your way with some type of disclaimer for Peoples benefit.
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Kay
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I've worked with Kilpatrick Stockton's North Carolina office quite a bit, mostly regulatory- they are so so.
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It is my understanding that the Atlanta office messed up a simple thing for Lisa, and that's all I know about them.
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I've worked extensively with King & Spalding, both their Houston office (multiple matters) and Atlanta (two matters), and have had good results.
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I've always worked through John Keffer in Houston, who then hooked me up with the right folks in Atlanta.
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Kay
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Okey dokey.
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Wanna go?
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Sounds like fun to me.
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Michael will love it.
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Kay
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Sounds good to me.
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I'll check with Neil.
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I know Michael would love it.
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Thanks, Kay
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Hi John, Question.
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Can we agree that a form contract will work for both EECC and NEPCO?
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Sure would make life easier.
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Kay
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Pretty small stuff from a dollar standpoint.
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Perhaps the sky is not falling.
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Gentlemen, I've recently become involved in the "cell sale" side, meaning the transaction to sell the Fuel Cell equipment cells to CRRA.
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I've met the Fuel Cell folks, but have not met anyone with CRRA yet.
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Currently, I'm preparing a letter of intent for Enron/CRRA for the purchase/sale of the cells, have a development agreement prepared by outside counsel to review, and need to come up with a draft purchase agreement for FCE to review.
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I'll make sure Dan is in the loop on as much of that as he cares to read.
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I've heard a rumor of an issue regarding the authority of CRRA to purchase the equipment (perhaps relating to the use of bond money for the purchase), but haven't come up to speed on that issue yet.
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I would like to chase down that issue some more before a loud alarm is sounded, however.
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I'll get a grasp on the hearing protocol, as I know Dave is very interested in that aspect of the process.
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Kay
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Per your request.
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Kay
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This is an internal draft, which has not been sent to CRRA, as far as I know.
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Kay
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Here's my suggestion: 27.3 Consequential Losses.
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The Parties have agreed to liquidate certaindirect damages and have provided for these damages as Liquidated Damages anCancellation Fees.
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For purposes of this Section, Liquidated Damages and Cancellation Fees shall not be deemed consequential losses.
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In no event,whether as a result of breach of contract, breach of warranty, indemnity,tort liability (including negligence or strict liability without regard tofault) or otherwise, and whether arising before or after completion of theScope of Work, shall either Party be liable to the other Party for special,indirect, exemplary or consequential losses of any nature whatsoever, including losses or damages caused by reason of unavailability of the Equipment, shutdowns or service interruptions, loss of use, loss of profitsor revenue, inventory or use charges, cost of purchased or replacement poweinterest charges or cost of capital or claims of a Party,s customers.
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For the avoidance of doubt, the foregoing limitation of liability in this Section shall in no case not limit Seller,s obligation to indemnify, defend and hold harmless Purchaser Indemnified Parties in accordance with Article XX for anclaims Third Party Claim, including Claims involving the Third Party's consequential losses, losses or damages occasioned by third parties.
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in accordance with Article XX,
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I have in mind a contract that EECC and NEPCO will agree is the ENA form contract, so that there isn't a need to come up with two different contract forms.
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Is that too high of a mountain to climb?
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I hope this didn't sound flippant, cuz I didn't mean it that way.
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Kay
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This is the one you looked at and left me comments.
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Your comments aren't in this draft (timing), but I want to pick them up in the next go round.
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