RE: new power

agree with last point and that is what they are doing.
re 2nd point, they are changing to officer only. if we know, we will tell them.
we went round and round on this and that is compromise. if we don't know and they don't they can't cure and we wouldn't call a default anyway.
re your first point, can you call elizabeth guffy re this and see if we have captured the receivables/inventory we need???? thanks

-----Original Message-----
From: Nettelton, Marcus
Sent: Monday, October 08, 2001 11:56 AM
To: Mellencamp, Lisa
Cc: Sager, Elizabeth
Subject: RE: new power
Importance: High
Sensitivity: Confidential

Lisa

On the General Security Agreement, are we confident in Section 2 (a) that the reference to "sale of goods" that electricity is captured as a "good"?

In Section 13 (a) (iii) time should not start to run from when an executive officer receives knowledge thereof. We should not be put in the position of uncertainty as to when time begins to run. This is an important issue and the monitoring and reporting within NP should accord it the appropriate importance.

In respect of your point 3. below, are acquisitions a real risk/opportunity for NP? In any event I feel we need to be careful about exercising corporate control over NP and should mirror their current corporate governance requirements, rather than impose new requirements. What do you think?

Marcus

-----Original Message-----
From: Mellencamp, Lisa
Sent: Monday, October 08, 2001 10:40 AM
To: Eickenroht, Robert; Nettelton, Marcus; Sager, Elizabeth; Tribolet, Michael; Bradford, William S.; 'david.burns@bakerbotts.com'; 'elizabeth.guffy@bakerbotts.com'
Subject: new power

1. the defn of eligible accounts: UNBILLED-20%, NEW POWER BILLED-80%, UTILITY BILLED-30%
also, the 61 days goes from invoice date.
2. the collateral defn which includes general intangibles and proceeds will stay same.
3. re acquisitions-no change to the way they can approve now re acquisition process, so 70% comes out. (robert-i did talk to bill and michael about and they are ok with as is b and b).
4. amend 7© of master agreement to say that they have to provide covenant compliance cert. which says whether or not they have a MAC--right now ways that they have to say they have no MAC. this amendment should survive the replacement collateral period and be for all time. that way they have to tell us only one way or the other and the MAC does not cause an independent default in 2(a) of the master. this is how we think should have worked to begin with consistent with our other masters.
5. keep negative pledge.
6. severance cap: say that no executive deferred compensation or "parachutes" or similar will be paid during the period with our released cash or any other cash unless we are fully margined with cash and they have released the a/r and inventory. they can pay "pay as you go severance" during the period (i.e. no lump sum/ and limited to what the person would have received in monthly salary ordinarily). they can also pay any other severance stuff (i.e. $ under employment contract )capped at $500,000.
david and elizabeth will turn the docs from last night with some other nits etc. fixed up for last internal look before we send. robert see if we haven't gotten what you have if you would so can keep going.
shout back anyone if disagree with above. have just confirmed this list with michael.