postbot/aeslc_kw huggingface dataset:
Subject: NorthWestern assignment and consent

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.
Subject: LLC structure for power development

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,
Subject: Option Agreement

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
Subject: NRG

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,
Subject: Equipment bill of sale

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
Subject: Wonder if its off the balance sheet?

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
Subject: MDEA

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,
Subject: Extension of ILA

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,
Subject: ILA/ESMA conflicts

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
Subject: Clarification

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
Subject: Load forecasting model and load projection model

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
Subject: VEPCO PPA.DOC

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,
Subject: Midway

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
Subject: Proposed letter to FPL for further project development work for a  project in florida

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,
Subject: Deerfield development agreement

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
Subject: This and that

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,
Subject: Energy Management Agreement

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
Subject: Options

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
Subject: Status of MEH activities

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
Subject: Deerfield development agreement

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,
Subject: Midway

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,
Subject: MDEA

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
Subject: TECO

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
Subject: Midway LOI (prototype for Ft P)

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
Subject: Livingston County Tour of Lincoln Energy Center

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,
Subject: MEH Risk Management Policy - Revised

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,
Subject: Joint agency as reseller of power (mdea/clarksdale)

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
Subject: phone number

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
Subject: Gorman's

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
Subject: Contract

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,
Subject: Aug 15 draft of CEC

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,
Subject: Public Staff Data Request

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,
Subject: Travel

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,
Subject: VEPCO

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,
Subject: Conference call Friday

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,
Subject: WestLB Equipment Contracts

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,
Subject: Change Order #2 to LM6000 Purchase Agreement

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
Subject: A small task

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,
Subject: 501D for Edgecombe Energy Project

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,
Subject: Letter Agreement

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
Subject: Westinghouse claim/Gleason

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,
Subject: Peoples/ABB

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
Subject: Edgecombe Energy and Capacity Contract

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,
Subject: Westinghouse/Gleason Meeting Agenda

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
Subject: Vitro consolidation agreement

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.
Subject: Fehr option

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
Subject: Kindergarten

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,
Subject: VEPCO

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,
Subject: VEPCO/NCNG

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
Subject: Enron/VEPCO CEC

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,
Subject: Comparison version

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
Subject: Skelton option

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,
Subject: Welcome back

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
Subject: Manlove Monetization

Since the time frame is short, I wanted to give you an outline to mark  up/correct.
Here's how I understand the deal:  People's has the Manlove gas storage facility.
We have presented to People's  a nonphysical method to monetize it, similar to what was done with Bammel.
Since this is a regulated asset, regulatory approval will be required, and  the consumers will receive part of the benefit of the monetization.
The  essence of our deal is that Enron will receive 50% of the net earnings, up to  $25mm, as our fee.
In consideration for this fee, Enron takes the financial,  legal, accounting and engineering lead.
Peoples and Enron will work together  on the regulatory strategy formulation and implementation.
We want to present a draft MOU to Peoples this week.
The basic goals are:  Define scope of the agreement Define our lead role in the 4 stated areas Create exclusivity for Enron  Define financial arrangements (cost/profit) Get an acknowledgement that what was presented to them was proprietary, and  covered by our confidentiality agreement.
Define term (5 years)   Each party bears their own internal costs, and third party costs are split  50/50, with prior approval.
In that regard an immediate concern is getting  the engineering work kicked off.
We want the agreement broad enough to cover physical withdrawals.
We do not  want it specific to this field, since we want the benefit of the use of our  methodology.
Please correct/supplement, etc.
Thanks,
Subject: CA with Peoples' Energy

Hi Kay,  I'm looking for CA's with Peoples.
I have one dated December 23, 1998.
Do  you have anything else, especially one more current?
Thanks,
Subject: Westinghouse 501D

Hi Cheryl,  I've been asked to see what I can find out about the status of the generator  for the Westinghouse 501D.
I've heard stories ranging from it was on the  Titantic, to it was in a rain storm.
Can you shed any light on its status?
Thanks,
Subject: Manlove LOI

Laura,  Here's a draft for your review.
If you find it acceptable, it should be  ready to go to Peoples as a draft.
Please let  me know if you have any comments.
Kay
Subject: GE meeting

Suz,  Please cancel the 930/Wednesday conference call, as we are changing the  time.
Please confirm with Sheila what time we will have the call this week.
Thanks,