To All: The following was decided at the conference call on October 3: (1) The participants asked that the organization plan reflect that the Drafting Committee performs the executive function and heavy lifting for the EEI Contract Working Group. The Drafting Committee will be redesignated the Executive Committee and the Working Group called the Membership Group. New members of the Drafting Committee will be appointed by the Co-Chairs and ratified by the Membership Group. I've attached a revised organizational plan to reflect these and other points raised during the conference call. (2) The Drafting Committee should meeting sometime during the first two weeks of November. Both AEP and Jones Day have offered to host the meeting in Columbus, Ohio. The dates under consideration are 11/6,11/7, 11/8, 11/13, 11/14, or 11/15. The Drafting Committee would give final approval for the optional provisions and collateral annex before they are posted on the EEI website. In addition, the Drafting Committee would discuss the future organization of the contract group and a proposal for non-EEI members to contribute membership fees. (3) Subject to any objection by those not on the call, Noel Trask of the Exelon Power Team will be permitted to join the Drafting Committee. Finally for those who do not know yet, I will be taking a position with Constellation Power Source effective November 5. At this time it is not clear who will be the EEI point of contact for the Master Contract group. EEI, however, is committed to continued sponsorship of the agreement and related activities. It is unclear what role I will have with the group's activities as a Constellation employee. I've thoroughly enjoyed working with you over the past three years and hope to stay in contact with all of you. Regards,
Answer: Upcoming EEI Contract Activities
Lisa, Breakfast sandwiches and coffee could be in order this morn. Let me know if you are down and when you can go. Also tell Jsarnow. late, Darren
Answer: Break
Kevin, Attached please find an intial draft of a purchase and sale agreement for the MEGS pipeline (Project Pluto). The document is based on the form of the agreement that was used when we purchased the asset. For review purposes, I have also included a comparison version to show the differences between the agreements. There are several issues that we need to discuss. As a summary, these include: - In the purchase and sale agreement, you will note areas (e.g., the recitals, schedules and exhibits) where I have noted that further text remains to be drafted. In particular, we need to discuss those schedules that identify what documents and contracts we have disclosed to Duke, given that LJM at one point in time was the indirect beneficial owner of this asset through it's one time ownership of MEGS LLC (see Section 3.15 disclosure statement); - Sections 2.2, 3.10 and 11 require Jerry Seade's tax review; - Whether for credit purposes, we need some form of payment guaranty / commitment letter from the parent company of Duke Energy Field Services (see section 7.4(g)); - The assignment agreements that will be required for the Gathering, O&M and Guaranty Agreements. Per the terms of the Gathering and O&M Agreements, no counter-party consents are required; however, a consent will be necessary for the Guaranty Agreement. I would suggest that we try to meet later this afternoon to discuss this agreement (I am tied up until 1:30 or so.) Thanks. Comparison Version:
Answer: Asset Purchase and Sale Agreement for MEGS Pipeline (Project Pluto)
P.S. I mentioned this to you, Melissa. But just a reminder that we need the default broker fee on this to be $.03. Thank you!
Answer:
New Broker: Automated Power Exchange