postbot/aeslc_kw huggingface dataset:
Subject: Me again

We had a wonderful, quiet weekend.
The wine was very good.
I drank it  without food, as it was nice and light, which is how I like my reds.
It  would have been good with a tomato based pasta, I think.
How do I find out how much vacation I have?
I know there's a system on the  intranet.
I want to plan some time off this year, if possible.
I know how  difficult it can get the longer I wait.
Thursday I won't be in until around noon.
More Michael stuff.
Kay
Subject: I have a favor to ask

I'm going to be on this conference call (the David Tucker call) for a long  time.
Would you mind getting me a Diet Coke?
I have the money in here, but  I can't leave my desk.
I should have thought ahead.
Thanks!!!!!
!
Subject: GE meeting

Hi Ben,  Hope Day 1 of your daughter's illustrious academic career went well.
We are hoping to meet tomorrow at 130 Central in 38C2 to discuss GE issues.
Sheila says you won't be here quite that soon, but it would be very helpful  if you could join us once you get here.
Time permitting, we can discuss the  ESA transaction once we are done with the GE stuff.
See you soon,  Kay
Subject: GE meeting

We have scheduled a meeting to address the status of our discussions with GE,  and develop an organized approach to some issues.
The meeting will be held  at 130 in EB 38C2.
See you then,  Kay
Subject: Manlove monetization

Laura,  Here's the revised version:    Here's a compared version so you will know what I did:    I'll work on the transfer price agreement today or this weekend so we will  have something to discuss.
I'm planning on being in Chicago on Thursday if you would like to discuss any  of these matters.
Kay
Subject: Hub agency/my comments

David,  Please change the date on the draft so that we won't confuse it with the  prior drafts.
I would delete "specifically" from 2.10 (c), and add "or later ratify such  transaction" (or something to that effect), just in case they later learn and  accept the transaction.
In 2.10 (x), add to "due to an inability to pay, or other credit reason".
In  (y), add "or a contractual defense to payment" [could be force majeure, etc]  Again in 2.10, third sentence from the end "any interest, penalties,  attorneys fees and court costspayable by the Hub Shipper...;  3.3  Delete "prior" before "approval", and add "or ratification" in the  redlined section on refunds.
Thanks,
Subject: Current stuff

Here's what's hot, what's not:  Virginia Power - don't know how hot it is.
We should know more on Monday.
Chicago - just finished commenting on the Hub Agency agreement.
I would like  to visit there next week.
As you know, the Manlove monetization is still on  the list.
Laura sent me her comments to the LOI yesterday - relatively mild,  so the LOI should be going to Peoples in the near future.
You have the list  that Gregg prepared on commercial/legal to do's, and he and I will work on  those things next week.
LM stuff.
General consulting business; form 97-10 EPC for affiliate, form GE  contract (drafted by AK) on the list.
ESA/ENA turbine sale.
Sent Ben a draft MOU.
Not a time hog.
Miscellaneous development stuff - land options, etc, for Fred and Rusty.
Not  very time consuming.
Opps, I'm late for a meeting!
I can give you whatever details you need.
All  things considered, I'm in pretty good shape.
Kay
Subject: VEPCO

Hi Nancy,   We are getting geared up to look at the interconnection agreement and work on  the land lease.
Just thought you might want to put it on the list of fun  things to do in the future.
Kay
Subject: Transfer price agreement

I'm working on the agreement, but since it is taking longer than I had hope= d,=20 I wanted to send you my understanding of the basic premise for your input.
= =20 I'll continue to refine/integrate this into a real document while you revie= w=20 the important stuff:    Hub Services.=20  =01&Hub Services=018 include (a) transactions entered into by MEH or the PG= L HUB=20 which are subject to Peoples' Hub FERC operating statement, and (b) all=20 physical transactions which require the use of the Manlove or Mohammad fiel= ds=20 (also known as =01&exchange=018 or =01&enhanced hub=018 services).=20  The profit [what is profit?
Obviously before tax, but otherwise a GAAP=20 standard?]
from Hub Services shall be split as follows:  ?
For transactions entered into between February 15, 2000 through September= =20 30, 2000, the profit shall be equally shared.
?
For transactions entered into from October 1, 2000 to September 30, 2001= =20 (and successive years until September 30, 2004), Peoples will receive the= =20 first $4 million in profit (cumulative, not annual), and will Enron receive= =20 the next $1million in profit.
For any profit exceeding $5 million, Peoples= =20 and Enron will share any on a 50/50 basis.
This arrangement excludes all agency fees paid to MEH.
These fees will be= =20 shared 50/50 from the inception.=20  All internal costs incurred in the normal course of business will be borne = by=20 the party incurring same.
All third party costs will be shared equally, and= =20 require MEH board approval.
PERC Peaking Agreement  PERC has contracts with PGL and with NICOR contracts relating to the=20 ethane/propane peaking facility.
The two existing contracts pay a total of= =20 $2million (approximate or exact) in demand charges annually.
Any profit=20 exceeding $2 million in a year will be shared by Peoples and Enron on a 50/= 50=20 basis.
If either of these contracts is extended in any form other than the current= =20 form, then Peoples and Enron share the demand charge and the profit on a=20 50/50 basis.
Other Transactions=20  Peoples and Enron will split the profit from any transactions other than=20 those described above on a 50/50 basis.=20    Kay
Subject: GE Language

I'm not particularly wild about many of the changes proposed by GE.
Seems  that it would be a good idea to get a consensus on how to respond.
Here are  the issues I see:  Indemnity issues: They should indemnify us from claims by their employees/subcontractors.
Indemnity should be triggered by strict liability as well as negligence.
What is a cognizant government?
Limit of liability issues: They want to limit their indemnity obligation to 100% of purchase price.
They want the limit of liability to apply to gross negligence, if possible.
They don't want to clarify that they have to indemnify us for another party's  claim for consequentials (as in a personal injury claim).
We've don't have anything concrete on assignment yet.
Comments?
Sheila has asked that we change Wednesday's call to 1100 Central, or 100  Central if 1100 doesn't work.
Is this a problem?
Kay   They should have to
Subject: Travel plans/St. Francis

Hi there.
I changed our SF appointment to 900 on Friday.
We have not been successful in getting a hotel room anywhere close to where  we are going.
There is some big fashion convention in NY, and the rooms are  booked as far away as Danbury, Connecticut.
Wild, isn't it?
Heather says  there is a chance that we will fly out tomorrow, spend tomorrow night in NY,  then I can fly to Chicago Thursday am.
I still plan on flying back on  Thursday pm so that I can make that 900 appointment.
That may mean taking  the midnight flight, but what the heck.
I'll keep you posted.
Kay
Subject: schedule

It currently appears that I will be on the road Wednesday and Thursday.
Figures!
I am going to send you a copy of the marked up interconnection agreement,  which has comments from various Enron people.
I thought it might help you  think about which way to head.
I would appreciate receiving an electronic file of the IC you prepared.
Talk to you soon,  Kay
Subject: VEPCO contact list

Here's a draft.
More names are being added, so feel free to suggest more  that we forgot/overlooked, including those external to Enron.
Please send the info directly to Suzanne Adams.
Lisa, Mitch and Chris, you will be on the next draft.
Sorry for the  oversight this time around.
Thank you,
Subject: Sanity check

I'm either losing my mind or my email.
Did you send me an email re GE?
I  thought I saw one, but now I can't find it.
Is that a trick, and if so, how  do I do it?
Could you resend it, please?
Thanks,
Subject: VEPCO Interconnection Agreement

Ben,  We have a draft of the VEPCO "standard" interconnect, which has been  internally reviewed by Mitch Robinson and Christi Nicolay.
Would you like a  copy?
Nancy Wodka (Bracewell & Patterson, DC office) is outside counsel  working on it as well.
We have had no substantive discussions with VEPCO  about this agreement at all.
Let me know how you want to proceed.
Thanks,
Subject: Transfer price agreement

Laura,  Here is a draft transfer price agreement:    I'm sure we may want to add some details, etc, but at least this gives us a  beginning point.
I'm hoping that you received the revised draft of the Manlove LOI on  September 8 which incorporated your initial comments to the first draft.
We  can discuss what you see as the most efficient path forward, and any  additions, etc, you think are necessary.
I look forward to seeing you on Thursday, and breathing some cooler air for a  change.
My cell phone is 713 304 8716, should you need to reach me in the meanwhile.
I will also be checking my voicemail, but will not be picking up email.
Kay
Subject: Manlove monetization

I'm walking into the lion's den on Thursday (a/k/a Chicago) to discuss  various matters.
I know Laura is anxious to move forward on the Manlove  deal.
I thought it might be really neat if we (Legal) could have a game plan  for this deal, described by Laura as being "like the Bammel deal".
If I can  get Laura to commit to a time, how about a conference call to discuss where  to go with this?
I'm taking the long way to Chicago (via Connecticut), but will be checking  voice mail, etc.
Thanks,
Subject: Manlove

Revised draft.
Da Bulls toner is low, so the draft doesn't look good, and I  don't know where the others print.
Guess I could just listen for it...
Subject: 97 10 form epc contract

Hi guys,  Just wanted to check to see if there is a "go by" affiliate EPC contract,  destined to be 97 10 compliant?
I'm ready to start working on it from ENA's  standpoint.
Thanks,
Subject: VEPCO

Here at Enron the lawyers generate risk memos in connection with  transactions, summarizing the more important legal risks in a deal.
I've  been taking notes along the way, but I will be asking you for your thoughts  here shortly.
A discussion will be all I'm looking for at this time.
Thanks,
Subject: VEPCO interconnection agreement

How does everybody look for a discussion concerning the VEPCO interconnection  agreement on Tuesday, Sept 19?
I've checked with Christi, Mitch and Reagan, so they don't need to confirm.
Details to follow...
Thanks,
Subject: GE Meeting/ premeeting

Hi Sheila,  Shall we try to get the Enron groups together to discuss the approach we want  to take with GE in our next phone call?
If so, please advise of any time you  have available on Monday, and I'll get it set up.
Thanks,
Subject: Tomorrow's GE phone call/ TODAY's meeting to prepare?

Lisa Bills and Brian Barto are also invited.
I haven't heard from anyone  yet.
Please call the list around 200 to see if people are available.
Also,  can you find a conference room?
Thanks,
Subject: Option Amendment

This is the most current information I have on specifications.
I sent Ben and Mike an email about the 12th slot, but haven't heard from  either one of them.
By the way, I was asking about whether the changes I had suggested for the  transformer contract had been included in the Calumet equipment purchase   terms, as I was confident the changes are in this agreement.
Kay
Subject: ISDA for Peoples/Enron activities

Hi Sara,  I believe we still have an interest in using an Enron form as a go by for the  Enron/Peoples activities.
If you can give me what you are comfortable with,  I will make sure it is transmitted with the appropriate caveats,  confidentiality restrictions, etc.
Thanks,
Subject: Enron/Midwest Energy Hub

Hi Cle,  We need a revolving loan agreement between Midwest (now enovate) and Enron.
Please call me at your convenience to discuss (713 345 7566).
Thanks,
Subject: CPCN public information

Hi Allyson,  Someone was asking which of the information we have filed is public  information.
Is the petition itself public?
What else would be public?
I know this is a variation to the "what is confidential" question.
Once  again, your assistance is appreciated.
Kay
Subject: Services agreement

This is a very rough draft based on an agreement done previously with a jv  company.
I'm sending it for Enron review only, since I haven't even read the  entire thing yet.
I thought you might want to take a look at it to see what  you think, and to consider the scope of the services to be provided.
As for legal services, one alternative would be to have the services provided  by an outside law firm, not associated with either principal.
Could you forward me what you received from Clement regarding the corporate  guaranty issue?
I would like to see what's the latest in that regard.
Thanks,
Subject: Confidentiality provisions in various forms

I think all of us who deal with assets are running across confidentiality  hurdles in all kinds of agreements, including confidentiality agreements.
In  short, our business people need the ability to disclose agreements to  potential purchasers of projects, contracts and assets, and not all of our  forms allow this.
I'm trying to include an exception for "potential lenders and investors"  whenever I can (instead of just lenders).
Does someone have a more artful or  effective solution?
Just wanted to share the thought so that more eyes could be watching for the  issue.
Kay
Subject: VEPCO CPCN proceeding

Hi Guys,  I'm trying to figure out what info we submitted from which turbine  contracts.
Could someone please identify the contract and what was sent to  Allyson?
Thanks,
Subject: Edgecombe land lease

I need to set up a conference call with the outside lawyer who will be  drafting the lease (and other docs).
Who would like to participate in the  call?
How about Thursday am?
Thanks,
Subject: ENRON LETTER OF CREDIT REQUEST

Hi Sheila,  I'm happy to take care of this, I just want to make sure I'm not stepping on  anyone's toes.
Is anyone else working on this?
Kay
Subject: VEPCO scheduling

What do you think of this?
(sorry it isn't redlined yet)  (b) Intra-Day Scheduling.
Buyer may, upon at least four (4) Hours minimum= =20 advance notice to Seller, request changes to a Schedule by way of an=20 Intra-Day Schedule Notice.
Any such changes shall be in increments of at=20 least 50 MW and may not exceed the Contract Capacity nor reduce the Schedul= e=20 to less than four (4) Hours.
If the Intra-Day Schedule Notice requires an= =20 increase in the Scheduled Energy per the Day-Ahead Schedule Notice, Seller= =20 shall, at its sole discretion determine whether to dispatch the Facility or= =20 provide Energy from Market Sources.
Seller shall use commercially reasonab= le=20 efforts to provide Buyer with a price to accommodate Buyer=01,s Intra-Day= =20 Schedule Notice.
Such price shall include lost profit from any transaction= =20 which would be cancelled in order to accommodate Buyer=01,s Intra-Day Sched= ule=20 Notice, plus all additional costs (whether direct or indirect); provided,= =20 however, that such costs shall be limited to costs actually incurred by=20 Seller (including cost of cover, penalties, liquidated damages, cancellatio= n=20 charges or the like due to another Person) with respect to (i) transactions= =20 entered into by Seller with other Persons prior to receipt of Buyer=01,s=20 Intra-Day Schedule Notice (provided that such transactions and the terms=20 thereof can be verified in an audit to be performed in accordance with=20 Section 8.3, (ii) transactions that must be entered into by Seller in order= =20 to accommodate Buyer=01,s Intra-Day Schedule Notice or (iii) extra costs=20 incurred in operating the Facility to accommodate such notice.
For the=20 avoidance of doubt, such costs shall not include Seller=01,s lost opportuni= ty=20 costs with respect to transactions that Seller may have been able to obtain= =20 but were not entered into by Seller prior to receipt of the Intra-Day=20 Schedule Notice.
If Buyer accepts Seller=01,s price, then the Schedule sha= ll be=20 revised to reflect the changes.
If Seller is unable to accommodate Buyer=01= ,s=20 Intra-Day Schedule Notice, such Hours shall not be included as Scheduled=20 Energy for the purpose of determining the Forced Outage Rate.
Seller shall= =20 have the right, but not the obligation, to resell any Energy not taken by= =20 Buyer due to a decrease in Energy pursuant to an Intra-Day Schedule Notice= =20 provided, however, that the revenues from any such sales will be offset=20 against the additional costs to be charged to Buyer as provided in this=20 Section 3.4(c).
(d)
Subject: Dates to remember (not the single kind...)

This Friday - Michael goes for a visit at  St. Francis, which may be his new  school (so far, so good).
I'll be in around1000  Most Fridays I'm going to TRY to pick Michael up since I'm away so much,  which means leaving by 445 or so.
October 4, ENA orientation in the am.
October 19/20, Neil is out of town, so I have to pick Michael up from school  (leave at 430)  October 26/27, hope to be vacation time.
Neil has a meeting in San Antonio  (usually it is in Miami, San Francisco, Phoenix - not so great this year).
It is the officer's meeting for Enterprise, and spouses are invited.
This  means we won't be in town for the Compaq thing.
Figures, of course.
Thanks  for asking.
I'm watching for some good vacation days, also...
Subject: CRRA LOI

I have a couple of questions so I can wrap up the LOI:  We refer to licensed Fuel Cell Energy equipment.
Do we intend to reference a  particular manufacturer, or should this be more generic?
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?
I have a concern that the Enron optionality bug could bite us on the  backside with that one.
Do we expect to have ONE EPC contract, or several?
I'm looking for the confidentiality agreement, which may be in Bart's files  (haven't checked closely yet).
If anyone has it handy, it could speed things  up for me.
Thanks,
Subject: TITAN-LEDFORD comparrite.DOC

This is the one you looked at and left me comments.
Your comments aren't in  this draft (timing), but I want to pick them up in the next go round.
When  we get together to discuss stuff, maybe we can review this.
It is difficult  to get your comments over voice mail, as I'm  just not that quick!
Kay
Subject: Enron - Livingston County PRIVILEGED AND CONFIDENTIAL

Matt, Since so much of this related to tax, I thought you should have a look  at it.
Rusty/Fred, I'm not sure of the context of the presentation of the  information.
Is this something which is going to the public, or to the  governmental entity involved?
If there is something which will be  distributed to the public, then we should consider having Enron's PR group  bless it.
Kay
Subject: FCE/Confidential

Hi Dan,  One more thing I want to mention.
As you know, Enron has a confidentiality  agreement with a competitor of Fuel Cell (I believe it is ONSI).
The  agreement has an exclusivity arrangement, which prevents the other company  from chasing certain transactions without Enron.
Once we really know what we  are going to do with FCE, will it be necessary/advisable to waive the  exclusivity provision to avoid any restraint of trade arguments?
FYI, When I last discussed the other company with Ozzie and Heather on  Friday, they were planning on calling the other company to tell them the  general status without violating confidentiality obligations to FCE or CRRA.
I will follow up to get the details of the discussion.
Kay
Subject: Entity to enter into PDA with CRRA

Has anyone given any thought to the creation of a new company to enter into  the CRRA/Fuel Cell purchase/sale transactions?
Any names to suggest?
If  Enron is going to be the contractor as contemplated by the PDA, I would  expect to use a limited liablity company and not ENA.
Please advise.
Kay
Subject: Rebuttal Testimony

In connection with the attached, please note the highlighted language at the  end of the document.
We couldn't decide what it means, so it needs to be  re-written or deleted.
The party we are contracting with is Virginia Power, not NC Power.
If we  misstated this previously, we would like to clear it up now.
Thank you,
Subject: Services agreement

Heather,  This is a rough cut of a services agreement.
Since the loan agreement,  services agreement and LLC agreement are all pieces of the same puzzle, I  thought I would send it your way.
Kay
Subject: Revolver for MEH (now named enovate)

I working with outside counsel to get a draft of the revolver prepared.
She  (outside counsel, Heather Brown) has summarized the information I have given  her as follows (see below), and I would appreciate your input as to whether  it is accurate.
Once we get a draft we can sit down and discuss it, and make sure we are on  the right track.
I believe Gregg said that this needs to be in place within 2  weeks.
Thanks,
Subject: NEPCO price

With a typical contractor a tight schedule usually increases the cost.
You  might check to see how much a delay in COD to, say Aug 1,  might lower the  cost of construction.
Not to say that it will, but it might.
Subject: GE Facilities Agreement

Hi Paul,  I've been reviewing the draft facilities agreement, which is now getting to  be a hot topic.
One thing to keep in mind is that we would really prefer  that the facility agreements not refer to the May 12 agreement, if this is  possible.
Could you please give this some thought and review the document  with this in mind?
I look forward to discussing this with you soon.
Thanks,
Subject: Letter agreement re LM 6000

Hi there.
I made changes in accordance with our meeting on Friday.
Please let me know  what other changes you would like to see.
Thanks,
Subject: ABB Purchase Agreement - Final Version

Here is the ABB contract you referenced in your email.
I am working on a 97-10 compliant EPC contract for NEPCO/EECC.
However, I  wonder about the challenges presented with the need for NEPCO to enter into  subcontracts and purchase orders which preserve the accounting treatment all  the way down the line.
This is a very tall order given the contracting  environment.
Your email is an excellent description of the challenges of doing a deal off  the balance sheet, and worthy of further discussion.
Kay
Subject: St. Francis

Roxanne,  Thank you for calling last night.
We took Michael out for dinner to celebrate  his first day at SF, and missed your call.
Michael had a great first day.
All the kids drew portraits of him, and he got a big kick out of it.
I noticed on the class list that you live in Spring Valley.
We live on  Inverness Park Way, and used to live on Cedarspur a few years back.
It is  nice to know that Michael has a classmate in the neighborhood.
Again, thanks for calling.
Subject: Agreement

Warning: I have not even opened this to see how it looks.
The goal is to delete the reference to WestLB and the master agreement, so I  know there is work to be done along those lines.
At least this is a start.
Kay
Subject: Revised Change Order

This is for the PSCO project, and Ben wants Chris to sign it.
I'm thinking  that this is Dale's project, so I'm sending him a copy.
If it looks ok to you I will clean it up and send it to GE for their review.
Kay
Subject: Form Contract, Rev Minus 1

Here is the current rev of the EECC "standard" form which I am  reviewing/massaging in connection with the 97 10 exercise.
It includes the  exhibits, where I think you can find something useful.
If this doesn't help, please let me know and I will check elsewhere.
Thanks,
Subject: A Computer and Internet Connection for You and Your Family

There's a rumor going around that you are signing up people for the pilot= =20 program.
If true, I would love to volunteer, as I work at home frequently.
Thanks,