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He is making himself miserable.
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I'm glad he decided to go to the dinner.
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I bet everyone there heard about all his physical issues.
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Wow, I didn't know I could control anything!
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Change order 2 was initialled by Dale and signed by Chris on November 2, re stack extensions.
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I also have a hand marked up change order form from Ed Danhaus referring to brush power system stabilizers.
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Is this what you are looking for?
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The procedure has been that the project team/attorney prepares the draft of the change order (or has EECC do it), I give it a sanity check and arrange for signature from GE.
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The issue now would be whether this change order should be processed in the next week, or be a change to the break out contract.
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I do not believe the cost has been included in the payment schedule.
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Please give me a call if you would like to discuss this.
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Thanks, Kay
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More info for your file and use.
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Kay
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Maybe we should consider going someplace for a couple of days, sans kids.
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I meant a shopping date, no Michael.
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Any place with a fire place!
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I haven't done anything.
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I'm just making suggestions.
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I've always thought it was my responsibility to let me supervisor know if I'm gone, not yours.
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I'm not usually a Galveston person, but it might be worth considering in December.
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Might be best with Michael, though, so we could go to Moody Gardens and the Strand.
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What I don't like about Galveston is the water (duh).
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The San Luis is set up for kids, and has a neat view.
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Guess I have itchy feet.
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I haven't be on the road in a couple of weeks!
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All I see at the house is responsibility, and we never do anything anyway.
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Any ideas?
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Hi guys, This is the "break out" contract for the LM's.
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This particular draft was prepared for the City of Austin project, but we also need a TurboPark version.
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Please advise of any comments you might have.
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Thanks, Kay
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Hi Mike, Here's a draft of the facility agreement for your review.
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Thanks, Kay PS I think I have a redline somewhere.
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I'll check.
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Attached is the first draft of the ESA facility agreement.
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which I believe is current through yesterday's discussion.
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I would appreciate it if you could forward this to the persons in Transaction Support and Tax who are working on this transaction.
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Thanks, Kay
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And now the exhibits.
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Out of habit I sent this to Lisa.
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More.
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Attached is a first draft of a letter agreement relating to the LM 6000/Coral transaction.
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Please let me know ASAP if you have any comments.
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Thanks, Kay
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print job
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ditto
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They moved it a while back.
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Thanks for offering your previous risk memo.
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I accept all offers of prior work product.
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Hi Carolyn, Here are my intial comments on the letter agreement and LLC: 1.
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Will there be a second set of documents for the LLC getting the transformer as well as the turbine?
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2.
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Tax liability - I think we should broaden the tax section to offload responsibility for taxes related to the transfer and ownership of the equipment, not just the sale.
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I believe this should be a TEH responsibility.
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3.
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Terminology - Breakout contract should be Facility Agreement, and commercial operations should be as defined in the Facility Agreement (a reference is fine).
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4.
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Confidentiality - any reason not to have them agree to be bound by the confidentiality provisions in the facility agreement?
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If fact, please review the confidentiality provisions in the GE agreement so that we can discuss same.
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5.
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Creditworthiness - looks like we may have an issue here.
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We should specifiy that the note should be from a credit worthy entity, or guaranteed by a credit worthy entity.
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6.
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Timing of delivery of contract and funding - in discussing this matter with our commercial lead, Ben Jacoby, he indicated that he believed that the obligation to fund would be contemporaneous with the delivery of the facility agreement, or stated another way, a condition precedent to the obligation to fund as opposed to existing (as a signed document) as of the time of signing.
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7.
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Reps - as we discussed, Enron should rep that it has the ability to convey the equipment, or other such language, as opposed to getting into the nitty gritty of our financing structure.
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I'm still reviewing and collecting comments, but this gives you an idea of where we are headed.
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Thanks, Kay
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As soon as I hit the "send" button I recalled another issue.
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Enron does not want the LLC used for anything other than the acquistion/disposition/adminstration of the equipment.
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Other development activities should be conducted in another entity, at least so long as Enron has an ownership interest.
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I'm going to double check this, as it seems the LOI is fairly specific on this point.
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For the next step...
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Gentlemen, The ESA docs are being reviewed internally for financing and accounting issues.
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Thanks for turning the docs in such a timely manner.
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COA is on stand by, due to our need to focus on ESA and two new, identical contracts (remember, we have a lot of turbines!) The next two up are the ones previously destined for CAL ISO - I believe units 17 & 18.
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These units also have the dual fuel options included, so the base prices of each will be increased appropriately.
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We will pay 75% of the price prior to signing the facility agreement, and the January payment will be increased by 25% of the cost of the dual fuel option.
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The turbines will be assigned to two sister Delaware LLCS: CA Energy Development I, LLC and CA Energy Development II, LLC.
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Use Ben Jacoby at 1400 Smith, Houston, 77002 for notices and invoices for purposes of the draft.
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We don't have any of the specifics on the site conditions, so we will have to work with generics.
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We would like to have a draft yesterday, but seeing as that is impossible, please advise when you think it can be ready.
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Thanks again and again, Kay
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This is for future reference.
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A psych student could write a dissertation about that statement.
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Michelle, Carlos would be a great addition at ENA in any transactional capacity.
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I worked with him extensively (actually, I hired him), and he is terrific.
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Thanks, Kay
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I'm sending the stuff Carolyn did, and attaching the letter revised to specifically reference the January payment.
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I suspect that Coral may request language like Carolyn's version, as it tracts the language in the LOI.
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I can see if I can come up with a reason to go to New York if you want to go there.
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I know New Orleans has deals that time of year.
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There is also Guadalupe River Ranch, and some decent B & B's in Galveston.
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Team, I still need comments on the GE break out contract which was previously forwarded to Finance, Accounting and Tax.
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If anyone who didn't get it would like to get it, please let me know.
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Also, I am unclear as to whether the consent form we received earlier this week is the final version from Enron's standpoint.
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Any information on that point would be appreciated.
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Thanks, Kay
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Ben Jacoby has asked that I forward the attached drafts of the letter agreement and LLC agreement.
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