Message-ID: <3043060.1075842237206.JavaMail.evans@thyme> Date: Wed, 21 Mar 2001 00:29:00 -0800 (PST) From: kdecell@gassupplyconsulting.com To: dan.j.hyvl@enron.com Subject: RE: WPS contract Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: "Kim Decell" X-To: X-cc: X-bcc: X-Folder: \Dan_Hyvl_Dec2000_June2001\Notes Folders\All documents X-Origin: HYVL-D X-FileName: dhyvl.nsf Dan, I have attached a document which compares the draft Master Contract to last year's contract. The majority of the changes you will see are necessary to convert a deal-specific contract to something more like a set of "general terms and conditions" that will be supplemented with the deal-specifics in a Transaction Confirmation. These essential changes include (1) the replacement of any deal-specific item such as price, point of sale, contract quantity with a reference to the Transaction Confirmation, (2) the inclusion of language for Firm Baseload, Firm Swing and Firm Swing with Term Purchase Quantity so that all types of purchase arrangements are addressed and (3) the addition of Sections 1, 2 and 4 to introduce and explain "Master Contract" and "Transaction Confirmation". These changes necessarily lead to more definitions. In addition, we have created our own Events of Default language which is almost identical to Enron's Triggering Events language. We can discuss any changes you might like to make to our language. The remaining variances, with 2 notable exceptions, are subject to negotiation and these include liability language at Section 10.3 and the removal or replacement of Locked Prices language at Section 8.3. The 2 items we are not willing to change are (1) Section 9 Taxes and (2) the addition of the previous Collateral Requirement/Termination Payment Threshold language. These were accepted last year ONLY because the parties had agreed to certain purchase terms and the effective date of the contract had passed. For all the reasons above, we cannot use last year's contract verbatim. However, I believe what we have is, with the 2 exceptions, very similar to last year's contract. I appreciate that we all spent a lot of time getting last year's contract finalized and it reinforced the need for us to have an executed set of general terms & conditions in place PRIOR to the bidding process. We are targeting March 31 for execution of Master Contracts with all parties desiring to bid in Wisconsin Public Service's RFP, which is expected to take place in early April. I will be out of the office from 10 am today until Monday, but if you need to contact me during this time, either leave a voice mail, which I will be checking, or send an email which will be forwarded to Tim Sexton. Thanks for your help Dan. Kim Decell Gas Supply Consulting, Inc. (281) 558-0735 -----Original Message----- From: Dan.J.Hyvl@enron.com [mailto:Dan.J.Hyvl@enron.com] Sent: Monday, March 19, 2001 10:52 AM To: Kim Decell Cc: Deirdre.McCaffrey@enron.com Subject: Re: WPS contract Kim, I am again in receipt of the proposed Wisconsin Public Service form of Master Contract. My comments remain the same as they were last year. If we need to get to a contract quickly, I would suggest we start with the version that was signed last year, or simply amend last years contract for this years volume and price. What is your preference? - Enron WPS Master 2.28.01 vs 2000.doc