Enron Mail

From:randy.pais@enron.com
To:ron.tapscott@enron.com
Subject:FW: Letter Agreement re MHI turbine sale
Cc:john.schwartzenburg@enron.com, kay.mann@enron.com, ben.jacoby@enron.com
Bcc:john.schwartzenburg@enron.com, kay.mann@enron.com, ben.jacoby@enron.com
Date:Tue, 13 Nov 2001 20:34:49 -0800 (PST)

Ron,

After spending sometime this evening going through the detailed Letter Agre=
ement dated April 26th which was attached at the bottom of your note today,=
I concluded that this was most likely the final Definitive Agreement that =
was used to close the sale. I have a call into to Kay to confirm this and =
talk with her tomorrow). It is more detailed than what I believe you woul=
d want to include in the first LOI to Allegheny outlining the deal. (Note =
the NEPCO letter you sent later is in the latter format and envisions that=
a detailed agreement would be negotiated and entered into between the part=
ies (ie EPC Contract). (Nepco's letter to be modified to exclude the turbin=
e purchase from the procurement scope.) =20

After working with the detailed April 26th letter and seeing that it was qu=
ite complex for the current stage of discussions, I decided to look into Ka=
ys' Blue Dog data base. There I found a letter dated March 26 (also referre=
d to in the final April 26th Letter Agreement as the Initial Letter Agreeme=
nt). This letter I believe was the LOI originally sent out to outline the=
deal and ultimately led to the April 26th Definitive Agreement. A copy i=
s attached below for your review. If this is the concept of the type of pr=
oposal you want to send out in conjunction with the NEPCO proposal which we=
could incentivize by the pricing concept that you referred to in your note=
to Ben this evening, then please review this version in the morning rather=
than the April 26th letter. If it is consistent in concept, format and ap=
proach then I will use this letter as the basis to detail your project deal=
and include the input I expect to receive tomorrow from Rose Engeldorf on =
the financial structuring of the parties for whom ENA would be acting as ag=
ent to sale the turbines. Let me know if you agree with this approach. I =
believe it will facilitate finalizing a draft that everyone would be happy =
with by Thursday.

From a practical concept ENA and Nepco, like we discussed, would should sub=
mit separate but cross referenced proposal letters concurrently (ENA for th=
e turbine sale and Nepco for the EPC proposal minus the turbines. The in=
centivized pricing mechanism mentioned in your note to Ben thus could be ad=
dressed via a cross reference in the respective letters should that be the=
commercial decision made.

Randy



=20
-----Original Message-----
From: =09Schwartzenburg, John =20
Sent:=09Tuesday, November 13, 2001 2:49 PM
To:=09Pais, Randy
Cc:=09Mann, Kay; Tapscott, Ron
Subject:=09FW: Letter Agreement re MHI turbine sale

Randy, please call me or Ron about the attached. teh goal will be to turn d=
ox tomorrow to move the sale along.

Kay - word is you worked the Northwestern deal. Ron wants to borrow from t=
he Northwestern deal as this sale wil need to be done as a sale of the enti=
ty, not just the contract. Apparently, there is more of a customs issue in=
volved here than a consent issue, but some of the mechanics will be similar=
. Could you talk to Randy about the Northwestern sale and get him connected=
up with the dox? thanks.

-----Original Message-----
From: =09Tapscott, Ron =20
Sent:=09Tuesday, November 13, 2001 2:41 PM
To:=09Schwartzenburg, John
Subject:=09FW: Letter Agreement

this is the letter agreement for the sale of the mhi equipment at port of =
export. the letter agreement below is for the northwestern deal which embo=
dies the sale of interest in company as part of the structure.

thanks, ron.

-----Original Message-----
From: =09Booth, Chris =20
Sent:=09Tuesday, November 13, 2001 1:27 PM
To:=09Tapscott, Ron
Subject:=09Letter Agreement