postbot/aeslc_kw huggingface dataset:
Subject: Delta requested language

Insert at p. 42 as ARTICLE XII.
ARTICLE XII.
ADJUSTMENTS REGARDING UNITS WITH SERIAL NUMBERS LISTED IN EXHIBIT P  12.1 Adjustments in Performance Guarantees to Reflect Site Conditions.
Seller recognizes that the Sites for the Units identified and listed by  serial number in Exhibit P have not been identified by Purchaser.
When the  Site for each such Unit has been identified and the corresponding Site  conditions for each such Unit has been provided by Purchaser to Seller,  Seller and Purchaser agree to amend the Guaranteed Levels and the Specific  Performance Levels for each such Unit to reflect changes in the Basis  Conditions made to reflect the Site conditions for each such Unit.
The  Guaranteed Levels and Specific Performance Levels as so amended will be  consistent with those customarily provided by Seller for other LM 6000  Enhanced  Sprint combustion turbine generator units in the United States with  comparable Site conditions.
12.2 Storage of Unit(s).
Seller and Purchaser recognize and agree that the  period or periods during which any of the Units identified and listed by  serial number in Exhibit P is placed in storage (a) by Seller pursuant to  Section 10.2.7 or (b) by Purchaser, as agreed between Seller and Purchaser,  shall not be considered, directly or indirectly, in determining the  commencement of the Primary Warranty Period or the Extended Warranty Period,  or both.
12.3 Maximum Period of Seller Liability.
To the extent any Unit identified  and listed by serial number in Exhibit P is placed in storage as contemplated  in Section 12.2, the duration of such storage period shall be added, in the  case of each such Unit, to the six (6)-year period identified in the last  sentence of Section 27.1 for purposes of calculating the maximum duration of  Seller's liability with respect to any such Unit and with respect to this  Agreement.
12.4 No Effect on Cost, Schedule or Scope of Work.
Seller and Purchaser  agree that implementation of the provisions and agreements of this Article  XII shall be at no additional cost or result in any other change or impact to  or upon the Scope of Work, Purchase Amount or Guaranteed Unit Delivery Dates,  or all of them.
Subject: Pegasus - ENA Entitlement Letter

Hi there.
This is the letter Hancock is willing to give us in exchange for Hancock  getting a security interest in the escrow account.
Any comments?
Kay
Subject: MDEA

Hi Wilson,  I've decided that it would be helpful to have a brief written explanation of  what limits of liability and waivers of consequential damages are permissable  under Mississippi law when contracting with the Cities or an energy  authority.
Could you provide me with something along that line?
Thank you,
Subject: ABB purchase agreement for transformers to go with LM 6000's

ABB is struggling with a fundamental assignment issue.
Their concern appears  to relate to assignment to a project company or contractor which might not  have the financial ability to pay.
I believe they are looking for some type  of security (LC, bond, guaranty).
I didn't sense that they have an issue  with the identity of the assignee, just the ability to pay.
Comments?
Kay
Subject: Delta requested language

Hi Kent,  These are some requested changes to the Salmon a/k/a Delta break out  agreement.
I'm not comfortable that Lee has reviewed these, as the comments  were previously forwarded in another email.
In any event, we are looking for  GE's blessings on this addition.
It seems to me that we are approaching time to gather GE's signatures on the  various docs.
I will forward separately the email I received from our  outside counsel with the final forms of everything but the break out  contract, the assignment and assumption agreement and the GE parent guaranty.
Thanks for your assistance.
Subject: Execution drafts

Hi Jerry,  Do we have a final, execution version of the letter agreement?
I understand that Enron's tax folks are ok with the suggested changes to the  LLC agreement.
We are working with GE to get the change orders executed.
Thanks,
Subject: Citibank's billing wire instructions

Hi Theresa,  I'm not sure if Steve Thome mentioned this to you, but Enron is opening an  escrow account in connection with a transaction with Delta Power.
He  suggested that I forward the wiring instructions for the payment of the  escrow fee of $10,500.
Please let me know what other info you need to tee  this up.
Thanks,
Subject: Delta Documents

Hi Warren,  Please print all of these documents, and place in individual file folders  with the name of the document.
I will need 6 copies of each of the signature  pages for each of the documents.
If it is easier you can just make 6 copies  of each document.
Thanks,
Subject: Blue Dog

Ben,  In speaking with Herman, he suggested that you look at the earnings on Blue  Dog on the hot list.
It is showing a total $10.5 (4 East, 4 West in q2, 2.5  in q3 (East).
ckm
Subject: NorthWestern

Might close on the letter agreement today.
You didn't miss much - mostly  negotiations with GE re: change orders.
Our tax guys are happy, and  Accounting is hanging in there.
We have revised the payment schedule in the  doc, but NW doesn't have the change.
I'll send it to you.
The change is  minor.
I need to revise the assignment/assumption agreement, then we'll be  ready to go when GE signs up to the CO's.
Kay
Subject: CONFIDENTIAL/Operating Lease term sheet

I am attaching a operating lease summary which I have revised to include some  basic asset operation stuff.
I've left Lisa a voice mail with a brief  explanation of what we are doing, and asking her if she would take a look at  this from a financing "fatal flaw" standpoint, with Enron being the lessor.
I've been summoned to Nowhere North Carolina (Rocky Mount) for the remainder  of the day and tomorrow, and will be back on Friday am.
Anne, I hope this helps keep you moving.
Lisa, many, many thanks.
Kay  Kay
Subject: signing

Hi there,  We plan to sign on the dotted line with NorthWestern today.
MKahn (who works  through lunch, don't you know) is turning the final draft of the letter  agreement.
Kay
Subject: GE Guarantee

Kent,  This forms supposedly integrated the requested changes you saw previously.
Would love to have this by Friday.
I'll forward the opinion letter in just a  sec.
Thanks,
Subject: Delta docs

Hi Catherine,  I don't remember who actually gives the notice, but in anticipation of the  funding of the escrow tomorrow, here are the docs.
I understand there is also a two day notice.
I don't believe I've seen a  form for that one yet.
Who should send this out tomorrow after we get the fed ref?
Thanks,
Subject: Conference Call Dial in Information

I'm scheduled to be in a meeting tomorrow am, but I know this deal is in good  hands.
Page me if anything exciting happens.
I'm fine with the assignment agreement version PH sent out this afternoon.
I'm sure MK has the punctuation just right.
Kay
Subject: Wish list

CC,  I would really like to have a  signed off closing list and final forms of all  docs by mid-day Friday.
If something happens and I either can't be on the  call or forget to bring this up, please mention it.
Thanks,
Subject: Delta docs

Gentlemen,  These docs are ready to go, and your signatures would be appreciated.
I will  initial the docs when Steve delivers them to me tomorrow.
Kay
Subject: MDEA agreement

Attached is the latest revision, incorporating comments from the Enron team.
There were some comments which were either discussion points or not readily  decipherable, so those will need to be addressed in the next version.
There's still some harmonization/nit stuff which we will pick up then also.
Hopefully, David Hunt (MDEA's lawyer) and I will hammer out the more  legalistic (yet important) stuff while he is in our office tomorrow.
Ed, maybe we can schedule a call with our local counsel to get some  more  comfort on the authority issue.
In addition, we can ask for an  authority/enforceability opinion from MDEA's counsel.
We'll beef up the reps  as well.
Reagan/David, Ed's availability is best first thing tomorrow (Thurs) morning.
See you soon,  Kay
Subject: GE Letter of Credit

Hi Guys,  Delta has asked when the LOC can be issued for the final payment.
We have  every expectation that payment will be made on May 2nd, and we will know for  sure by later today.
Would it be possible to have the LOC by Tuesday?
Thanks,
Subject: LM 6000

Chris and Mike,  We are trying to do some sales tax planning, and need to know when the first  LM 6000's will be ready to ship (or store, as the case may be).
I know there  are projected dates in the purchase agreement, but those were more targets  than commitment on the first few units.
Can you give the current status?
Thanks,
Subject: Issues

Here are the issues I see with their draft:  Does not allow for us to sell them power, only buy their power and sell to  others.
This means that we can't sell them power until we get the full  contract in place.
Fuel transactions include fuel oil, and I thought we weren't managing fuel  oil.
Incentive fee (in main contract) defined to only include the sale of gas.
Doesn't include the language we need for internal approvals.
Payment section doesn't address payment for sale of power to them from the  market.
Subject: Pacs

Here's what I sent to Rusty on Wednesday.
It seemed like an option didn't  quite fit, since PACS doesn't have anything to option, strictly speaking.
Kay
Subject: LV Co Gen turbine contract

Hi guys,  Lee Johnson is asking about the break out contract for LV Co Genn and when it  will be ready.
I need to return his phone call, especially since I need one  more deliverable to be able to close the Delta transaction.
What should I  tell him?
Kay
Subject: Delta/Salmon

Good morning.
In order to finish up Delta/Salmon tomorrow, please note we need the  following today:  GE parent guaranty LOC (so that full payment can be made to GE tomorrow) Opinion of counsel  And once funds are received by GE, we need the receipt of funds letter.
Lee, I haven't heard back from the Portland gang to find out if the LV Co Gen  contract is ready.
Maybe Jake can help shake that loose.
Thanks,
Subject: GE guaranty, opinion of counsel and letter of credit

In conversations with GE, it is their understanding that their guaranty will  not be transmitted until there is a fed ref number tomorrow.
The opinion  letter will be faxed as soon as the GC is available, or Kent can sign for Dan  Rowley if that is acceptable.
DRowley can sign originals on Thursday.
The LOC is in the works, and GE understands that 10% will be retained in  escrow until the LOC is delivered.
There will be three original opinions.
There is one original guaranty, and  I'm not certain of GE's willingness to give more than that.
Obviously, there  will be only one LOC.
Kay
Subject: MAM

I know Michael wants to go to your apt this afternoon.
If you do go there,  just give me a call to let me know you're there so we can coordinate pickup.
See you soon,  Kay
Subject: Final draft of NIMO proposal letter

Well, here's the nearly final draft of what was submitted.
Evidently, we  decided to submit a bid on the original transaction structure, as well as two  alternatives.
(not what I was lead to believe before.)
I spoke with John  about adding more disclaimer language to the letter to say that by submitting  the bid we aren't agreeing to enter into a transaction or even negotiate for  a transaction.
Also, I advised him that the confidentiality statements in  the letter were not great protection.
Kay
Subject: Asset Financing - Structured Finance Presentation

FYI.
Certain aspects of this presentation will relate to PPA's/tolling  agreements/interconnection studies and agreements  relating to Enron  developed generation assets from which we intend to purchase power, etc.
The cost/benefit would probably be marginal for you, but I will be there, and  will get you any interesting handouts.
Kay
Subject: asset management agreement

Steve/Christian,  The attached file is a draft of an asset management agreement prepared by Stu  Zisman.
The later version obviously contained more negotiated points, so I  think this one is more helpful.
I'm working on a transaction now which involves serving load as well as  selling power.
I found this one helpful for issue identification and  exculpatory language, however.
Kay
Subject: VEPCO/City of Rocky Mount

Allyson,  As you know, we have had discussions with the City of Rocky Mount regarding  possibly buying gas from them for the new power plant in Edgecombe County.
Evidently, the gas company has figured this out, and is not happy with this  prospect.
We would like your opinion concerning the City's ability to (a)  require that a tap be made so that the power plant be served and (b) sell gas  to Enron for this purpose.
When considering these issues, please assume that  the City would own and annex the land, and lease it to an Enron entity.
We will need the gas by next March or April, so time is critical.
Should the  gas company decline, what is the appeal process and how long can it be  expected to take?
Do you  have any suggestions for expediting the process?
I am having the contracts between the gas company and the City sent to you,  and you should have them by Monday.
Thank you for your assistance,
Subject: MDEA et al and Enron transaction

Gentlemen,  Could we schedule some time for a conference call next week?
I would  appreciate the opportunity to work through some of the legal issues.
I have  the lofty goal of not working Memorial Day weekend this year, so I'm trying  to get as much done on this deal as soon as possible.
Thanks,
Subject: NW escrow agreement

Hi there,  I believe Chris should be back today, so I wanted to follow up on this.
I don't have any recollection of where we left the escrow agreement with NW.
Please get with MKahn or Jerry DeBerry to see if we can get consensus on the  current form of escrow agreement.
Once we have that, Enron (Chris) will make  contact with Citibank.
Thanks,
Subject: Ameresco

John,  I made the changes you suggested.
The prior version contained a non-circumvention (you can't pursue the project  without me) versus the current exclusivity (you must work only with me),  which seems somewhat more restrictive since it would keep us from bringing in  additional participants.
I've changed language in the next paragraph to  avoid a contradiction.
If we go with this approach then I suspect we will want to work on an LOI  which divides up responsibility going forward.
Let me know what you think.
Kay
Subject: professional opinion

Hi there.
Do you have to be a licensed claims handler (or a lawyer) to handle a third  party's insurance claim?
Same for selling insurance?
Thanks,
Subject: VEPCO PPA.DOC

The attached is the version of the contract which is under internal review  and has therefore not been sent to VEPCO.
Warning: the black lining may not  be much help to you, depending on which version you last reviewed.
We are meeting with VEPCO on Tuesday to iron out the remaining issues, and  would like to send them this version in advance of that meeting Monday  afternoon.
With apologies for the short notice, any input you might want to  give would be appreciated.
We would like to send them this version  (with  internal revisions) in advance of that meeting.
Therefore, please email me  any proposed changes, or leave me a voice mail at x57566.
FYI: The goal is to have this part of the deal  completed prior to August 22.
Thank you for your assistance,
Subject: Delta/Salmon

Hi Catherine,  Would it  be appropriate for me to call Karl or someone to try to get the  original docs?
I have this urge to get something off of my "to do" list, and  this looks like a good candidate.
Thanks,
Subject: Confidentiality agreement

I've tried sending this 3 times.
Please see if you can figure out the  problem.
I've used the autoaddressing and his long internet address.
If all  else fails, just print and have it delivered, I guess, or send it to his  assistant.
Thanks,
Subject: to read or not read, that is the question

Nothing fatal.
Here are some thoughts/comments on the AMA for your general  consideration:  2.2 (d) Bank accounts/bookkeeping.
I've previously been advised that Corp  performs this function.
Issues which arise: will the money be invested  overnight, who has signature authority, etc.
We have a draft services  agreement prepared for Peoples which can serve as a "go by" if you decide you  need a separate doc.
2.2 (b)Billing/collection.
Responsibility generally should stop at sending  nastygrams.
No duty to hire lawyers, etc.
2.2 (f) Insurance.
In Texas, you have to have licenses to buy/sell insurance  and adjust claims.
Current language may be soft enough to not violate  licensing laws.
2.2 (g) cost of filing for licenses and permits not included in defn of  Marketing Expenses, but there's some catch all language that might help.
2.3  Accountants may like it to be clear that we can't hire/fire O & M  contractor, set O & M policies, or dispatch plant.
3.2   If there are multiple transactions in a short period, these may be  captured in one document, not one document for each transaction.
It would be helpful if the EEIM for use with others explains our agency  role.
(may be in there - didn't review a copy) Is the Owner a power marketer  yet?
Are we helping them get EEIM's with the Approved Counterparties, or are  they on their own?
Will Enron sign on behalf of Owner for Contractor (Enron) transactions  (sounds silly)?
Is there an EEIM in the works between EPMI and Owner?
3.3 (f) I suspect by now you've figured out profits, etc, relating to "day  of" transactions.
3.4  last line - should it be interruptible instead of contingent?
Assume  Owner has transmission risk?
Is there a "no third party beneficiary" clause?
I might have missed it.
Not  life or death.
Interesting structure.
Could I get a copy of the final document?
Thanks,
Subject: first cut at responses to Navigant questions on NiMO proposal

Due to the size of this possible transaction, I thought I would keep you in  the loop on its status.
We submitted a bid with caveats as to its non-binding nature, and suggested  an alternative structure.
In response, Navigant issued questions.
John  Llodra has compiled answers, which appear to be fine to me.
We  (Legal) have been instructed to standby, awaiting commercial guidance as  to whether we will be going forward.
I believe Klauberg has either cleared  conflicts or initiated the process, so if we go forward, he should be our man.
I will let you know once a go/no go decision is reached.
Kay
Subject: standard turbine contract

Hi Matt,  I understand that John Rigby sent you a draft of the standard turbine  contract.
Just thought you should know that it will be a E-Next type doc.
Thanks,
Subject: Yazoo City

Hi there,  We need the exact name of the YC entity which will be buying the gas.
Is it  Yazoo City or the YCPC, or what?
Same info is required for Clarksdale,  although not as urgently.
If you will email me the addresses of all who need to review this, the YC  contract will be ready tomorrow.
Thanks,
Subject: World Hunger assignment

I took a crack at tightening up the E Next assignment language as it exists  in the overrides, for inclusion in WH form:    Peter, could you take first cut at the override letter?
We  may be having an  internal meeting at 930 central, and if so, will you be available by phone if  necessary?
Suz, please put the attachment in the notebook.
Thanks,
Subject: Michael

Hi Kara,  Michael has been seeing a speech/language therapist, and recently she raised  an issue about Michael's ability to "blend and unblend" sounds in words,  specifically as it relates to reading readiness.
She had this conversation  with Neil, so I don't know the details.
We are meeting with her today to get  more input, but I wanted to mention it to you, just in case you had a comment.
I know this is something we can discuss at Michael's conference on May 31st,  but if you would like to discuss it before hand, I can be reached at 713 304  8716 9 (cell), 713 345 -7566 (office - just tell my asst you are Michael's
Subject: NRG bullet points

Taking asset management to a new level of pain.
Commericial vision is to form a joint venture with NRG to manage a portfolio  of generation assets.
I'm meeting with Janelle et al at 10:00 to discuss  what we want to do.
Kay
Subject: Letter Agreement -- Execution Copy

Herman,    I mentioned the bridge loan, and Ben was concerned that it might be difficult  to get that done before the end of Q2.
A topic for Friday.
Kay
Subject: CA re energy management services

Doug,  Here's the revised CA.
I highlighted the changed terms.
In addition, I  deleted the prior paragraph 11 which said that the agreement supercedes a  prior CA.
I don't know if the InterGen indentity and signatory are the same,  but  obviously I left that for you to determine.
I expect that the Enron entity  which will bid will be EPMI, so I used that entity.
I beefed up the definition of confidential information due to the complexity  of the issues, and I added 6 months to  the term since things won't get  cranked up for a while.
I look forward to talking to you at your convenience.
Have a good weekend.
Kay
Subject: Hello from the Willard

Hi Carlos,  I'm back in DC, at the Willard, so I'm thinking of you.
We (the commercial  leads and I) will be in Richmond tomorrow for negotiations, then back  tomorrow night at the  Willard.
I hope things are ok for you.
I know it is probably stressful.
Hang in there.
Kay
Subject: Rev option form

I have revised the option form consistent (except where noted) with comments  sent by Herman and Lisa, and have attached a redline version.
Herman, I  dealt with your comment regarding the defn of Optionee by tinkering a little  with the 1st paragraph.
I also construed your comment regarding Enron's  right to terminate the option to NOT preclude termination if our counterparty  is in default.
Please confirm that this is acceptable.
Lisa, I did not change the notice info since the first entity will the the  project co, with ENA Legal receiving a copy.
Please advise if you have any comments.
Kay
Subject: World Hunger- Section 9.6 Additional tests - text of attachment

9.6  Additional Factory Testing .
In the event that Purchaser reasonably determines that a factory test=20 conducted by Seller or its Subcontractors was not conducted properly or the= =20 results of the test were inconclusive Purchaser may required Seller to repe= at=20 such test in a fashion as to obtain conclusive results.
=20  Purchaser may request Seller or its Subcontractors to  perform one or more = of=20 its factory  tests using more precise instrumentation than planned, or=20 conduct a test not in Seller=01,s or its Subcontractor=01,s standard factor= y test=20 program.
In the case of a Purchaser request for an additional non standard= =20 factory test the conduct of such test shall be subject to mutual agreement = by=20 the parties.
=20  In the event as a result of such Purchaser requested repeat test, ormore=20 precise instrumentation or non standard test  the Equipment is found to not= =20 be compliant with the requirements of this Agreement, Seller shall correct= =20 such noncompliance and the cost and time associated with such testing shall= =20 be to Seller=01,s account.
If the Equipment is found to be compliant with = this=20 Agreement, Seller shall be eligible for a Change Orderfor the cost and time= =20 associated with such testing.
Subject: MDEA masters

Reagan,  I've requested the issuance of a draft master (gas) for Clarksdale.
Yazoo  has theirs in hand, but I haven't heard any of any comments.
The power side is a bit more complicated.
Yazoo City and Clarksdale have not  cut a deal between them to determine how to buy power - whether it should be  bought  by MDEA (easier in some accounting respects, but credit is more of an  issue) or by the individual Cities.
Maybe this should be on the list for our 300 meeting.
Kay
Subject: Black Hills tolling agreement

I have a tolling arrangement to work on.
I'm trying to get my hands on the  Black Hills tolling agreement.
Can someone point me in the right direction  to find it?
Thanks,
Subject: Charlotte

I'm on a conference call.
Could you call Charlotte ASAP and review the plan  for tonight.
Paige is in her car if you need her input.
ckm