postbot/aeslc_kw huggingface dataset:
Subject: Weekly GE Conference Call

Dear Turbine Torture Club Members:  The purpose of this email is to confirm that we will have a conference call  this Wednesday, November 29 at 130 CT.
The following items have been  suggested for the agenda:  Form of consent to assignment agreement (draft circulated) - to be used for  LM's and Frames, if possible.
Assignment language - new language being tortured within the Enron ranks, to  GE soon.
Limit of liability, indemnity, etc.
- Enron owes GE a position on this.
In addition, it seems to me that the following equipment will be "moving"  soon:  City of Austin LM's (to be assigned to ENA, then NEPCO) LM's for the ESA project  PSCO, LV CoGen, the remaining LM's, Pastoria, Blue Dog (all to DevCo, right?)
I suggest that we address any commercial, financial or legal issues  outstanding concerning the assignment of these turbines.
There may be others who need to be involved in the call, and there may be  additional issues.
Please advise.
Thanks,
Subject: Turbine assignment clause

Hi there,  I made some revisions to the language Rose proposed.
Here are some questions/comments:  I deleted the references to changing any delegation of rights/obligations.
= =20 I'm not yet clear as to what the agency language will look like, and what= =20 rights we need/want to change (i) the identity of the agent (ii) the role o= f=20 the agent (iii) whether the agency can be terminated.
I'm just not that=20 familiar with the structure yet, but if I can get that information, I'll wo= rk=20 on it.=20  I suggest we consider using a credit rating instead of "substantially=20 similiar" comparison.
Just easier to decipher.
Rose/Lisa, I've added some SPV language.
I'm added receipt of final payment as an exception to the credit rating=20 standard.
In other words, if they have received their final payment, they= =20 can't use credit as a reason to not give consent.
I don't think we should agree to provide a list of power projects done by t= he=20 assignee in the past 5 years.
I also think 3 years is a bit much on audite= d=20 financials, but I didn't comment there.
I don't like their language that an affiliate must be intending to=20 own/operate the plant.
I've just bracketed the langauge and added=20 "construct", since I don't know if this point has already been agreed.
Enough explanation, here it is (with Word file attached below):    Except for as described in Section ___ [ next paragraph], neither Party sha=
Subject: Nanny

Hi Carol,  I saw that you posted about getting a nanny.
I've used two services, but  only one that I can suggest.
For my last nanny, I used Morningside Nanny  Service, or something close to that.
They seemed thorough, and found us a  wonderful person.
I've also used River Oaks Nanny, but they sent me a nut  case.
Good luck,  Kay
Subject: Turbine Serial Numbers for UCC filing

The next step in the turbine challenge is getting a draft working for the ESA  transaction.
You will find the turbines referenced on the Excel chart as ESA-  Brazil #6 and #2.
I am forwarding the serial numbers for those turbines.
Please get a draft going on this one - we want to close on Monday.
Rob Taylor is working on this from the finance side.
He should be faxing you  some language which needs to be included concerning an agency arrangement.
He may also have the names of the assignee and the agent.
Thanks,
Subject: Gas supply for VEPCO project

Hi Jeff,  Ozzie Pagan's team is working on a project for VEPCO.
The power plant will  be located in Edgecombe County, North Carolina.
I've been told that getting  gas for the plant is a significant issue due to local gas supply conditions.
One alternative has been to buy gas from the City of Rocky Mount, which has a  take or pay contract with the local supplier, and is not using all of their  gas, especially in the summer.
We have developed a preliminary draft of the LOI, which I am attaching for  your review.
I would appreciate the opportunity to discuss it with you to  get your input, etc.
Of particular concern is that Rocky Mount wants ENA to  deal exclusively with them during the term of the LOI (this isn't reflected  in the draft).
Thanks,
Subject: You gotta laugh

Ben noticed a mistake in the ABB contract - one I missed.
Enron's address  was listed as 1400 Louisiana.
I could not figure out where that address came  from, as it had been correct before.
I asked Kathy and she told me that she  changed it from Smith to Louisiana because she thought that was the correct  address.
Ok, now I'm scared.
Subject: Rail

Since you both asked the same question, I thought I would send an email.
The little I know about rail is that the railroads control the contracts.
You do it their way.
There is a lot of language in the LM contract concerning shipment, risk of  loss, insurance, delivery.
I haven't thought through it all, but these  issues probably need to be considered.
It may be best to work through GE on  a change order basis to have them handle the shipment and storage elsewhere.
Otherwise, we run the risk of having a dispute with them later about any  problems or damage.
I will be talking to GE this afternoon if you want the topic to be discussed  then.
Good luck!
Kay
Subject: ESA Electrobolt Exhibits

The first of these two documents contains the key terms of the GE contract  for the ESA deal.
It was prepared by GE.
Your comments would be appreciated.
Kay
Subject: City of Austin Agreement

Hi guys,  This is the "break out" contract for the LM's.
This particular draft was  prepared for the City of Austin project, but we also need a TurboPark  version.
Please advise of any comments you might have.
Thanks,
Subject: Attached Files

Attached is the first draft of the ESA facility agreement.
which I believe is  current through yesterday's discussion.
I would appreciate it if you could forward this to the persons in Transaction  Support and Tax who are working on this transaction.
Thanks,
Subject: LM 6000/Coral transaction

Attached is a first draft of a letter agreement relating to the LM 6000/Coral  transaction.
Please let me know ASAP if you have any comments.
Thanks,
Subject: More comments

As soon as I hit the "send" button I recalled another issue.
Enron does not  want the LLC used for anything other than the  acquistion/disposition/adminstration of the equipment.
Other development  activities should be conducted in another entity, at least so long as Enron  has an ownership interest.
I'm going to double check this, as it seems the  LOI is fairly specific on this point.
Subject: Next to tee up

Gentlemen,  The ESA docs are being reviewed internally for financing and accounting  issues.
Thanks for turning the docs in such a timely manner.
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.
These units also have the dual fuel options included, so the  base prices of each will be increased appropriately.
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.
The turbines will be assigned to two sister Delaware LLCS:  CA Energy  Development I, LLC  and CA Energy Development II, LLC.
Use Ben Jacoby at  1400 Smith, Houston, 77002 for notices and invoices for purposes of the draft.
We don't have any of the specifics on the site conditions, so we will have to  work with generics.
We would like to have a draft yesterday, but seeing as that is impossible,  please advise when you think it can be ready.
Thanks again and again,
Subject: Opportunities at ENA

Michelle,  Carlos would be a great addition at ENA in any transactional capacity.
I  worked with him extensively (actually, I hired him), and he is terrific.
Thanks,
Subject: Draft LLC and letter agreement

Ben Jacoby has asked that I forward the attached drafts of the letter  agreement and LLC agreement.
These forms relate to the "turbine only" LLC,  but once we get the kinks worked out of this we can move forward with  finishing the rest.
These documents are subject to Enron internal review, but in the interest of  time we are getting this out for comment.
Thanks,
Subject: Coral transaction

Hi again,  Have you been asked to prepare the promissory notes referenced in the letter  agreement?
If not, please put this on the list.
Also, what else will need  to be prepared to close this deal?
I haven't heard for Coral yet, so I don't know if they bought in on closing  early next week yet.
Since funding is required they may balk.
As soon as I  know something I will let you know.
Thanks again for your help,
Subject: Revised consent to assignment

Attached is a revised version of the consent to assignment.
This version is  specific to the ESA deal, but I'm told that the TurboPark version can be  expected to be close to the same.
Kent, I'm awaiting final Enron input on the facility agreement as well, and I  will let you know as soon as I get it.
Thanks,
Subject: Enron Wholesale Services Legal Department

Hi there,  No news here for me, but I thought you might enjoy looking at the second  chart.
Hope you have PowerPoint so you can open this!
Kay
Subject: Good morning

Hi Juan,  I had another error message today.
The box was titled "cmd.exe", and the  message was "directory name invalid".
My computer is working so far, just thought I would report this for future  reference.
Have a good day,  Kay
Subject: LM 6000 change order

Hi Kathy,  I neglected to keep a hard copy.
Please send hard copies of the change order  to:  Brian Hulse, Carl Tricoli, and me.
If you prefer, you can just fax it  back, and I will send it to the ENA folks.
Thanks,
Subject: ESA

Hi Guys,  In a conversation with GE today, they indicated that they thought it would be  appropriate to insert the performance values in the text of the document, and  do away with the exhibit.
Frankly, I like that approach also.
Could you  please make that revision and resend the document?
Thanks,
Subject: Information

Hello.
I would like to receive a brochure and room rates for 2001.
I visited your  website and it looks wonderful.
Please send the info to Kay Mann, 29 Inverness Park Way, Houston, TX, 77055.
Thanks,
Subject: Christmas

Am I begging too much?
Can you mail her package tomorrow?
I meant to ask today, but I got home so  late I didn't get things together.
I put one of Michael's airplane pictures  in there.
If all else fails we can take Michael to Fort Worth.
My mom would love to  watch him as she wants him to be exposed to Fort Worth culture.
(a better  grade of  bean dip).
I'm very excited!!!!
Love,
Subject: tonight

I'll try to be home by 800 tonight so I can see my baby boy (and his hot  daddy).
High class hamburger sounds great.
Love,
Subject: revised consent agreement for GE

I've taken a stab at revising the consent agreement to reflect the following  changes:  Adding a material adverse effect clause - Lisa/Rose, I paraphrased on this.
Making the consent effective the later or signing or financing.
I have ZERO pride in authorship.
This is based on ESA, but I would think  would apply to TP as well.
I think we should get this to GE no later than 1000 am tomorrow if at all  possible.
Kay
Subject: Master contract in Word

Hi there.
Could you send me the Word final of the master GE contract which was the  basis for the subsequent facility agreements?
I don't have it in Word- just  WordPerfect.
Thanks,
Subject: ESA consent to assignment

Good morning,  We have made some revisions to the consent agreement.
I did not redline the  changes since we were looking at  two different documents yesterday.
We added language concerning material adverse event and the need for the  financing to occur before the consent is effective.
We could not include  Paul's request concerning compelling the Owner to take action.
Please call me (713 345 7566) or Rose (713 345 7726) with questions, or we  can address it in our 130 CST phone call.
Thanks,
Subject: Calumet/Torrence

I've roughed out a document for you to discuss.
It isn't in good enough  shape to go to Peoples yet, but hopefully it gives you something to discuss  internally so we can decide what we want to do.
In the meanwhile, I'm going  to continue to think through the issues.
Please let me know what I can do to help.
Kay
Subject: Westinghouse 501D5A damaged generator

Hi.
You probably thought that I feel off the end of the world.
Please take a  look at this and give me a call.
Thanks,
Subject: Some sample clauses

Here's a couple of clauses from some other contracts:  From ABB contract:  Maximum Liability.
Seller=01,s maximum aggregate liability for claims by= =20 Purchaser arising out of Seller=01,s performance of this Agreement whether= =20 arising from tort (including negligence), breach of contract or any other= =20 cause of action is limited to one hundred percent (100%) of the Purchase=20 Amount; provided, however, that the foregoing limitation of liability of=20 Seller shall not apply to the following:=20  (i) under Article XX (Indemnification);  (ii) under Article XXIV (Liens and Claims);  (iii) Section 3.8(a) and 3.8(b), (Compliance with Governmental Rules);  (iv) Section 5.2 (Taxes);  (v) Article XIX obligation to maintain insurance;=20  (vi) arising from or related to environmental harm caused by an action or= =20 inaction of Seller, its agents, employees or Vendors during the performance= =20 of the Scope of Work;  (vii) resulting from the gross negligence or willful misconduct of Seller,= =20 their agents, employees or Vendors;  (viii) patent or copyright infringement in accordance with Section 15.2, or (ix) Article XXI (Non-Disclosure of Information).
=20 which liabilities shall not be limited.
Additionally, any liability of=20 Seller provided for by the proceeds of the insurance maintained pursuant to= =20 Article XIX shall not be counted toward any of the foregoing limitations of= =20 liability.=20  The indemnity language in the ABB contract probably wouldn't work.
I'll lo= ok=20 around.
Subject: Override letter

Gentlemen,  I'm attaching what we are calling an override letter to accompany the  breakout contracts.
This letter is intended to preserve the lender  requirements/accounting treatment from the WestLB agreement so long as the  equipment is a part of the financing package.
I believe we also want to address an issue regarding assignment, but we are  still discussing Mike's version internally.
Kent, I look forward to talking to you tomorrow at 300 CST.
If you would  like to discuss any of this in the am, please give me a call.
Thanks,
Subject: Change order to GE contract for PSCO changes

Hi Al,  My suggestion is that you capture the change order with change order #1 for  PSCO's break out contract.
If it needs to be paid before year end (which it  probably does) you can put a payment date of December 20th, and it will be  paid out of TurboPark.
This approach has been discussed with Lee Johnson at  GE, and he is fine with it.
Thanks,
Subject: Labor lawyer

Who is the labor lawyer that you guys use, and do they do plaintiff's work?
I've had a couple of people ask me for referrals, and I don't know what to  tell them.
Thanks,
Subject: ESA facility agreement - close to execution version

The first facility agreement which needs to be finished is the ESA Facility  Agreement.
Peter and/or Chris, could you please send/re-send the most recent  version with a email stating any open issues, copying everyone on this  email.
We need to get this one ready to sign tomorrow, if at all possible.
My understanding of the commercial deal is that the scope should include  change order #3, with 75% of the value of change order #3 payable on or  before Dec. 27, 2000, and 25% of change order #3 being added to the January,  2000 payment.
Kent/Lee, sorry I didn't mention this in our phone call this afternoon.
That's what happens when I'm not working from my list.
Thanks,
Subject: 10 AM and 12 PM Friday Conference Calls

Hi guys,  We can't sell the acceleration of the put to GE.
Although off the record  they will agree to it, for internal reasons they don't want to go on record  with it.
I'll catch up later.
Kay
Subject: ESA consent to assignment

Hi again.
Here is the consent to assignment which I believe is ready to go.
The only  changes I made was adding the requirement to give notice of the financing in  3 (f), and making the release of WestLB specific to these turbines (1(b)).
I will bring signature pages tomorrow, and will forward the override letter  this evening.
Please let me know if you have any questions or comments.
Thanks,
Subject: Speak now...TurboPark consent

Here's the TurboPark consent.
Please call me if you  have any comments, as I  want to send it out tonight.
Sheila, I've spoken with Lee Johnson and John Schroeder, and they are lined  up to sign at 900 tomorrow.
Thanks,
Subject: ABB

Hi Ben,  I got  a call from Mike, and he gave me his lawyer's telephone number.
He is  very interested in the change order, of couse.
Do I have the pay off number?
What would be a good time to talk about the ABB payment allocation with  Herman?
I really want to put that issue to be, because I don't know if we  can't put the stuff into TurboPark if we haven't taken care of it.
I'm getting GE consent to put the Coral turbines into TurboPark, if  necessary.
That doesn't mean we have to, but I don't want to take any chances.
How would you feel about not having the 1000 call and just having the noon  call?
That would give me time to talk to ABB, and we would be able to get the  LLC agreement back to Coral.
Thanks,
Subject: Today, holidays

Today I'm going my GE's offices, so I'll be in late.
If the deals I'm working on permit (3 are supposed to close next week), I  would like to take as much time as possible off the week of and after  Christmas.
I won't take off all that time.
Thanks,
Subject: Break out contract form

There may be a possible bust in 17.4..
Specifically please look at how the  math works on the refund due to termination.
I think that the baseline  should be the maximum liability amount, or whatever the proper term might be.
Thanks,
Subject: ENA / Coral Turbine Transaction

FYI.
Most recent versions.
Matt, sorry I missed you call.
Roger, does signing the letter agreement cause any balance sheet problems?
We anticipate closing a few days later.
Kay
Subject: Letter agreement

Gentlemen,  I've revised paragraph 5 to reflect our discussion.
Also, I made a change to  paragraph 7 to include technical bulletins per Mitch's request which we did  not discuss on our call.
Please let me know if you have any questions or comments.
Subject: Coral letter agreement

I forgot to mention something yesterday.
3 (g) states that within 10 days of  closing we will provide Coral with the documents on Exhibit T.  I personally  do not know if we have all the documents listed.
We need to either verify  that we have these documents, or add some language about providing the ones  in our possession.
Thanks,
Subject: Fuel Cell

David,  I believe you sent me some comments to the Fuel Cell equipment purchase  contract.
I now cannot locate those comments.
Could you resend them?
Thanks,
Subject: Fuel Cell

This is really weird.
I do not know why I can't find your email with your  comments (I really think I saw them), unless it blew itself up (or operator  error on my part).
I will look for a hard copy.
Kay
Subject: Three (3) letter agreements

Team,  I do not know if we have a full and complete set of documents, and if so, how  long it will take to get these documents copied.
Ben, can you address that  issue?
I don't want to assume that this is a slam dunk, as this is the kind  of thing you can trip up on, especially since they are on a tight  construction schedule.
I'm not sure I understand his second comment.
Kay
Subject: MEH

Hi Matt,  You may have given this to me before, but I need a copy of the corporate data  sheets.
Also, is there a standard slate of officers for ENA?
FYI, this  company is jointly owned with another company.
Kay
Subject: Performance guarantees

Ben decided to send the exhibits to Coral, so that's where this question came  from.
Will we have an exhibit U?
I know we owe you some answers from your email of the 6th.
Kay
Subject: Fed Ex to Pete Thompson

Suzanne,  On my desk (on the window side) you will find a bound volume of a contract  for 24 turbine generator sets (between GE and a bank with a long name).
Could you please fed ex it to Peter Thompson at A&K in DC.
Peter, could you  please give Suzanne the information of where to send it.
Pete, this will give you a full set of exhibits, since you don't have  everything.
Suz, you don't have to make a copy, as I believe that copy to be an extra.
If we need a copy Pete can send us a copy later.
Thanks,
Subject: CRM Rev 2

Here's another draft:    Note in particular changes in exclusivity (now bilateral), tax abatement  (exh.
A), termination rights, term.
I also made a minor change to dispute  resolution.
As for their hesitancy to give us trade secrets, these should be  covered by the confidentiality provisions, although this version is very  basic (see underlined language).
I just want to make sure we get the gas  supply contract ASAP.
We can do a full blown confidentiality agreement that  helps.
I never heard back from Dutch Bumgardner.
I'll get the interconnection  agreement started on this end, unless you think otherwise.
Hope you are having a good trip.
Kay
Subject: Agency Agreement

Hi Gregg,  Here is a new draft which incorporates comments that Boyd and I have made.
I  haven't reviewed this version yet, but I wanted to get it to you asap.
I  would like to look at this draft before it goes to Peoples, and I'll give it  priority for tomorrow am.
I spoke with Dave Gorde (RAC).
He is prepared to discuss line of credit/DASH  at your convenience, although tomorrow he is tied up with PRC.
I'll go ahead and get a draft of a "simple" revolving line of credit doc  started, unless you think otherwise.
Kay
Subject: LM 6000 breakout contracts

The end is in sight!
The break out contracts for the TurboPark LM's need to be finished up (not  news to anyone).
Each of these agreements will be between GE and E-Next  Generation LLC (DevCo) and GE, unless the project company is already owned by  DevCo.
I suggest that each agreement reference be the same as the original,  with an adder which makes it clear which project it belongs to (LVCG, FV,  CISO1 and CISO2, for example).
Al, your contract needs to be fixed up.
Please contact Pete Thompson at AK  in DC to get it rolling, if you haven't all ready.
212 662 2780  Pete, the CA Development agreements should now be in the name of E-Next  Generation LLC.
For indentification purposes we can call the contracts CISO1  and CISO2.
Thanks,
Subject: VEPCO

Nancy,  As difficult as this is to believe, we have been told that VEPCO wants Enron  to take the first crack at the interconnection agreement.
Please put this on  your list.
I will check around here to see if there is a form we want to use  as a starting point.
Thanks,
Subject: Change order

Hi Dave,  I received a signed change order from Randy Milcer (not sure about that)  yesterday.
The form he signed indicates that ABB will be paying Enron, and  has one small mistake in the amount of payments made on the cancelled  transformers ($400 off).
With your permission I will substitute the correct  version so ABB gets the money.
Thanks,
Subject: Broward County

Didn't know if you saw this...    Pompano refuses $10,000 `gift' from Texas firm that wants power-plant OK   By LISA J. HURIASH Sun-Sentinel??????
Web-posted: 11:43 p.m. Dec. 7, 2000  ??
?POMPANO BEACH -- The city has returned a $10,000 check to a powerful
Subject: You probably saw this all ready...

Pompano refuses $10,000 `gift' from Texas firm that wants power-plant OK   By LISA J. HURIASH Sun-Sentinel??????
Web-posted: 11:43 p.m. Dec. 7, 2000  ??
?POMPANO BEACH -- The city has returned a $10,000 check to a powerful
Subject: LM

Hi Jim,  I'm a lawyer in the Houston office, and I can give you a hand on the LM6000  transaction.
My number is 713 345 7566.
Could you send me the full name of  the buyer, and we'll get the documents moving.
Thanks,