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Enron Mail |
Marianne:
The following are my comments: 1. In Section 1.1, there should be a parentheses after etc. in the 5th line. 2. In Section 3.1, in the last sentence after the proviso insert "a" before the word "change" and after the word "in". 3. In Section 6.1, change 20 Business Days to 20 days. Also, add a semicolon at the end of clause (i). 4. In Section 6.2.1 I'll just note that the discount rate sentence I think is still an open issue. 5. In Section 6.3, clause © should be reworded to fit with the language in the beginning of the Section. 6. Capitalize the word "facility" in the definition of Average Annual Load Factor. 7. Delete the definition of Costs as it is already defined in Section 6.2.1. 8. Where is the defined term Govt Authority used? 9. In the GTC, the ECP rep should also apply to EESI. Also, in the 7th line of the reps add the word "into" after the word "entered" and before the word "this". 10. In Collateral Requests, insert a comma after deposit in the last line. I will also add granting/perfection language. 11. In Events of Default, clause (a) refers to a dispute section which I'm not sure exists. In clause (e), delete the "s": from the word consolidation. 12. Remedies should be deleted as it is already covered in Section 6.1. 13. In UCC/Disclaimer of warranties, add a clause ©. I would add setoff language. Carol St. Clair EB 3889 713-853-3989 (Phone) 713-646-3393 (Fax) carol.st.clair@enron.com Marianne Castano@EES 05/30/2001 11:05 AM To: Carol St Clair/HOU/ECT@ECT cc: James E Keller/HOU/EES@EES, Sarah Dietrich/HOU/EES@EES, Jennifer Hillegonds/HOU/EES@EES Subject: Mid Market Power Form/ENA Changes Carol: I have attempted to incorporate the changes that Jim has incorporated in our long form power agreement which ENA has suggested to date into the short form. Attached please find a sample short form (for the Con Ed market) for your review. Please note the following as you review: 1. The short forms do not contain the optionality relating to our performing billing services -- all of our midmarket forms anticipate that we will act as customer's billing agent and that we will collect all amounts due related to T&D and the like from the customer (and reflect same on our invoice) and pass those amounts on to the customer's utility. 2. I did not include a "Setoff" provision in this draft, mainly because the vast majority of the time, we will not, nor will an affiliate, have another agreement in place with these customers. If you feel strongly about our including a setoff provision, we will do so. 3. The change in law provision reads a bit differently from the long form -- the thinking here is that the long form language is very lengthy and rather harsh (and we've had great difficulty selling it in the past). Taking into consideration this class of customer, we decided to include certain items, including our inability to cover our costs due to a change in law, rules or practices as a "force majeure event" in an effort to soften the approach (see the GTCs). Also we do not address calculation of a termination payment in the event of a change in law as the long form does -- again, more in the interest of "saving space" than anything else... Let us know your thoughts on this document and if you are comfortable with our using this until such time as the hybrid form is launched. If you are comfortable, we will drive these changes into our other midmarket power forms. Thanks again for your help with this project, Marianne P.S. Please be sure to copy Sarah Dietrich and Jennifer Hillegonds on your response -- they will be taking this project during my "hiatus" -- I am moving to PA on Friday of this week, and will be out of pocket through approximately 7/16. I will start up again in mid-July...
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