More MDEA comments

Here is what I have so far, I apologize for not sending these yesterday.

1) Definitions -

Fuel Costs - Refers to ET Fuel costs. I don't think this is defined
anywhere, and in the TECO transaction this refers to existing gas supply
contracts. Reagan - Does MDEA have any existing gas supply contracts?

As a general comment, do we need to define the cost of serving their load
through third party purchases?

2) Section 2 - Term

Whose option is it to extend the term of this deal? It sounds like both
parties have the right to extend, but then later in the paragraph it states
MDEA has the right to extend. In the TECO agreement, TECO had a unilateral
right to extend the contract for the first year.

3) Section 8 - Accounting and Reports

paragraph © refers to Existing Transactions - I thought we were taking
this out.

4) Section 10 - Delivery Point and Title

Do we need to state where EPMI delivers to MDEA?

5) Section 11 - Fuel Management Services

It is my understanding that at the beginning of this agreement, ENA will
'sleeve' the gas purchases, and the ultimate goal is to help MDEA set up
master agreements with multiple parties. However, my interpretation of the
statement in para (a) "The parties recognize that without MDEA's full and
active participation....EPMI will not be able to procure fuel for the
facilities or seek to reduce Fuel Costs," is that we will not be sleeving
any gas purchases. Is this the case?

6) Section 13 - Payment and Fees

It is my expectation that most months, we will be billing MDEA to pay our
costs of serving their load, not redeeming to MDEA the Market Proceeds. I
think that para (a) is a little confusing because it mixes the two of these
together. I think it may be easier to understand if these two are broken out.

Also, there will be times that we may have to sell off energy that we have
overpurchased to serve their load. We need to explicitly define how this
will be handled.

Reagan - Here are a few comments about the exhibits:

1) Exhibit [] - Reports

I think I said this in my last e-mail, but the P&L, Risk Statement will not
include 'various risk indicators for MDEA's power output for the term of this
agreement' We may need to talk about this further.

2) Exhibit XX - MDEA EPMI Incentive Fee Calculation

Let's talk about this.

I'll let ya'll know if there is anything else!

Thanks,

E