Problem: BODY: The Following are our recommended changes to the agreement( I would also like to discuss the waiver of conflicts section with you): Page 2, item (3) should read "The payment of a "project fee" of $175,000 upon the achievement of each milestone described in Exhibit A to this letter. Item (4) should read "The payment of a "project fee" equal to 2% of the project's total cost upon the achievement of the milestone described in Exhibit B to this letter. Exhibit A should read as follows: Individual milestones subject to "project fee" payments: 1. With respect to Haywood Power I, L.L.C. ("Haywood Power"), the abandonment by the Tennessee Valley Authority ("TVA") of its proposed 320 MW expansion of its Haywood County, Tennessee facility ("Lagoon Creek"), which results in Haywood Power being allowed by TVA to interconnect into an existing 500kV open bus position in the Lagoon Creek substation. Achievement of this milestone shall be evidenced by the interconnection specifications set forth in an Interconnection Agreement between TVA and Haywood Power, and the milestone shall be deemed to be achieved upon execution of said Interconnection Agreement. 2. With respect to Haywood Power, the decision by TVA to eliminate the Network Upgrade related to the reactive power requirements as set forth in Haywood Power's System Impact Study, presently estimated at a total cost of $5 million. Achievement of this milestone shall be evidenced by the Network Upgrade requirements set forth in an Interconnection Agreement between TVA and Haywood Power, and the milestone shall be deemed to be fully achieved upon execution of said Interconnection Agreement to the extent such Network Upgrade cost is eliminated. To the extent that such Network Upgrade cost is less than $5 million, but greater than zero, a pro rata portion of the $175,000 project fee shall be paid. 3. With respect to Calvert City Power I, L.L.C. ("Calvert"), the elimination of TVA's present requirement for Calvert to pay for a Network Upgrade consisting of the construction of a new 30 mile 500kV transmission line from Cumberland to Montgomery. Achievement of this milestone shall be deemed to occur upon (i) Calvert having determined in its sole and absolute discretion that the overall project economics of its 510 MW generation facility are viable, and (ii) execution of an Interconnection Agreement between TVA and Calvert. Exhibit B should read as follows: The development and construction of a generating facility in cooperation with or partnership with certain distributors of the TVA (a "Development Project"). Any such Development Project shall initially be proposed by Wyatt or Sideview Partners, Inc.exclusively to Enron. Enron shall have thirty(30) days to make a determination as to whether to proceed with any proposed Development Project. Enron shall not have any obligation to proceed with any Development Project. At such time as all definitive agreements related to the Development Project have been executed, the Development Project shall be deemed to be an approved Development Project (an "Approved Project"). For purposes of payment of the project fee, the milestone shall be deemed to be achieved, for Approved Projects only, 50% upon the commencement of construction of the Approved Project, and 50% upon commencement of commercial operation of the Approved Project. For the avoidance of doubt, a project fee shall not be payable for any Development Project unless it becomes an Approved Project as defined herein.
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A: SUBJECT: Agreement

Problem: BODY: zugzwang (TSOOK-tsvahng) noun A position where one is forced to make an undesirable move. [From German Zugzwang, Zug (move) + Zwang (compulsion, obligation).] "Now the government finds itself in zugzwang, where every move it makes worsens its position against an invisible opponent ...." Pusch Commey, Is the Rand Racially Prejudiced?, African Business (London), Mar 2001. In his classic story "Shatranj Ke Khiladi" ("Chess Players," later made into a movie directed by Satyajit Ray), Hindi writer Munshi Premchand (1880-1936) narrates the saga of a kingdom engrossed in playing chess, unmindful of the advancing enemy forces. Such is the charm of this ancient Indian game. An Italian proberb goes, "After the game, the king and pawn go into the same box." A world in itself, chess mimics life in more ways than one. While quite simple on the surface, its complexity is mind-boggling. There are more than 10120 possible moves (that's number 10 followed by 120 zeros). That is a?fairly large number once we realize that there are only about 1075 atoms in this universe. It attests to the popularity of the game that many of the chess words have entered our mainstream vocabulary. This week we explore five of them. -Anu
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A: SUBJECT: A.Word.A.Day--zugzwang

Problem: BODY: Susan: Please update me with where things stand on Columbia, both with respect to the assignment of transactions with Columbia Masters to our Masters and assignment of confirms without Masters to our Master, to the extent that we have one. Thanks. Carol
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A:
SUBJECT: Columbia