Message-ID: <21487182.1075861728963.JavaMail.evans@thyme> Date: Tue, 13 Nov 2001 20:34:49 -0800 (PST) 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 Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: quoted-printable Bcc: john.schwartzenburg@enron.com, kay.mann@enron.com, ben.jacoby@enron.com X-From: Pais, Randy X-To: Tapscott, Ron X-cc: Schwartzenburg, John , Mann, Kay , Jacoby, Ben X-bcc: X-Folder: \KMANN (Non-Privileged)\Mann, Kay\Deleted Items X-Origin: Mann-K X-FileName: KMANN (Non-Privileged).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