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This message and any attachments are intended for the individual or entity named above. If you are not the intended recipient, please do not read, copy, use or disclose this communication to others; also please notify the sender by replying to this message, and then delete it from your system. Thank you. _______________________________________________________________ Here are my comments on the draft received earlier today: (1) Sect. 1.9. The second to last sentence in the definition of Cumulative Net Revenues duplicates part (but not all) of the first sentence of Section 7.2 with regard to what is included in Cumulative Net Revenue. (I don't believe the language of Sect. 7.2 regarding the make-up of Cumulative Net Revenue is intended to be only "for purposes of Section 7.1" as the wording of 7.2 suggests, so this could be confusing.) Perhaps the make-up of Cumulative Net Revenue should be covered in just one place or, as an alternative, the definition 1.9 could cross-reference 7.2. Also, the last sentence of 1.9 is confusing. I believe this means the same thing as is stated expressly in the last sentence of Sect. 7.2, i.e., "Cumulative Net Revenues includes uncollectable accounts receivable for which Peoples has assumed credit risk pursuant to Section 2.10." As I understand it, the second part of the sentence means: "Cumumlative Net Revenues shall not be adjusted to reflect revenues refunded in accordance with Section 3.3, unless the refund is attributable to (see my comment below re use of the word "knowing") application by MEH, without the knowledge or consent of Peoples, of a rate which exceeds the maximum rate allowed under Peoples' applicable FERC Tariffs." Perhaps we could state this more clearly in 1.9 or cross-reference 7.2. (2) Sect. 3.3. I would delete part (i) if the last sentence. It would be illegal and contrary to this Agreement for MEH (or Peoples) to charge a rate above the maximum, so it seems inappropriate to suggest that MEH can collect a fee for doing this. Also in this Section, Part (ii) of the third sentence was modified to add the word "knowingly" to describe the situation where MEH would be responsible to pay a refund. Because this is not something MEH can legally do, it seems inappropriate to have a provision addressing it. The Agreement can properly address the responsibility for refund of an inadvertent overcharge, which is how I interpreted this provision of 3.3 in the last draft. Perhaps we should just make Peoples responsible for all refunds. Let me know what you think. (3) Sect. 7.2. As indicated above, I am not sure that these provisions re Cumulative Net Revenue are only "for purposes of Section 7.1". I would suggest a clarification of how this works as indictaed in point 1 above. Also, 6 lines from the end of 7.2, I think the reference to 7.2 (ii) is a typo. I believe it's just 7.2.(4) Sect. 18.3. Do we want to include any work related to the Governmental Approval as "ordinary course"? If so, there is some suggested language in an e-mail I sent dated Aug. 28. It suggests a revision to item (vi).
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