Message-ID: <1383438.1075845805872.JavaMail.evans@thyme> Date: Mon, 8 Jan 2001 07:11:00 -0800 (PST) From: roseann.engeldorf@enron.com To: kay.mann@enron.com Subject: RE: Format - Enron Draft MOU Cc: lisa.bills@enron.com, mike.miller@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: lisa.bills@enron.com, mike.miller@enron.com X-From: Roseann Engeldorf X-To: Kay Mann X-cc: Lisa Bills, Mike J Miller X-bcc: X-Folder: \Kay_Mann_June2001_2\Notes Folders\Discussion threads X-Origin: MANN-K X-FileName: kmann.nsf ----- Forwarded by Roseann Engeldorf/Corp/Enron on 01/08/2001 03:11 PM ----- Lisa Bills/ENRON@enronXgate 01/08/2001 10:50 AM To: Mike J Miller/HOU/ECT@ECT, Ben Jacoby/HOU/ECT@ECT, Ozzie Pagan/HOU/ECT@ECT, Christopher F Calger/PDX/ECT@ECT cc: Roseann Engeldorf/Corp/Enron@ENRON, Catherine Clark/ENRON@enronXgate Subject: RE: Format - Enron Draft MOU Below are my comments to the attached MOU. I will let Rose Engeldorf correct my comments, add her own after she reads this. 1. As we told GE when we transferred the existing equipment from WestLB to TurboPark, TurboPark is the vehicle we will be using to acquire most if not all future equipment orders. 2. Cover: Turbine Purchase Agreement between E-Next Generation LLC Acting through its Agent Enron North America Corp. and General Electric Company for Four ...... - this is the standard we have used with GE under the WestLB structure. It remains the same except that the Purchaser/Buyer is now E-Next Generation LLC. 3. Pg 2, first para: Buyer is "E-Next Generation LLC", a Delaware limited liability company with a principal place of business at Rodney Square North, 1100 North Market Street, Wilmington, DE 1989-0001, Attention: Corporate Trust Administration. Not sure this is necessary - see 4. below. 4. Pg 2, first para: To match our other existing turbine contracts: "This Turbine Purchase Agreement ..... is entered into as of the ...... by and between GE....("Seller") and E-Next Generation LLC ("Buyer"), acting through its agent Enron North America Corp., a corporation incorporated under the laws of the state of Delaware, with offices located at 1400 smith Street, P.O. Box 1188, Houston, TX 77251-1188 ("Agent"). 5. Pg 2, second Whereas: For accuracy and only if needed since not in existing contracts: Replace "Buyer" with "Agent". 6. Pg 2, new Whereas: To clarify relationship between Buyer and Agent, conforms to existing contracts: "Whereas Buyer has assigned and delegated certain of its rights, responsibilities and obligations under this Agreement to Agent and Agent has accepted same assignment and delegations as set forth in this Agreement." 7. Clause 1, first full para: On last line, please delete "Max" after Dog, before Projects and delete everything after Projects. 8. Clause 1, (c) - (e): Need to clarify that Agent, on behalf of Buyer, will be party responsible for negotiating these points with GE. 9. Clause 3 (a): in (2) and (3) need to insert "than" after later. 10. Clause 3(a): in last sentence, (b) and (c) need to be changed to (2) and (3). 11. Clause 5(b): Cleanup: insert "or" after ";" at end of (2). Insert "to" after "Parties" in (3). Insert "on" at beginning of (4). In full para. need to change reference to clause "7" to clause "5". In last full line of para, "Proposal" is not a defined term and doesn't seem to fit in this document since this Agreement in clause 8 is all that is to be effective. 12. Signature Line: ENA, as Agent for E-Next Generation LLC. 13. If we are successful, we will need the payment schedules, amounts and cancellation schedules, amounts for TurboPark allocation. Please call with any comments. -----Original Message----- From: Miller, Mike Sent: Friday, January 5, 2001 2:57 PM To: Bills, Lisa; Jacoby, Ben; Pagan, Ozzie; Calger, Christopher Subject: Format - Enron Draft MOU Attached below is the standard form GE Term Sheet. Certain items have been left blank, including price and shipment dates. GE told me that the $39,970,000 per turbine set number is still the notional price based on the GenPower Dell scope. This aforementioned scope means that we will need to purchase an extra static starter ($900,000) and a water wash skid ($150,000) to take two sets of two turbines and split them up intop three projects (Longview, Ft Pierce, Fla Peaker). As usual, things like dual fuel ($2 MM), peaker stacks ($1.5-2MM) and inlet cooling options are scope additions and are not included in the MSRP. Please get me your comments as soon as possible to keep the process moving. We can use this term sheet with business points discussed with GE to get the DASh process moving. Shipment dates are still uncertain. GE will try and accomadate us with turbines that will work for combined cycle as well as peakers for summer 2003 start dates. We will not know what (if any) turbines that we will get until GE goes into their DASH process next week. Thanks, Mike J Miller ---------------------- Forwarded by Mike J Miller/HOU/ECT on 01/05/2001 02:39 PM --------------------------- john.schroeder@ps.ge.com on 01/05/2001 01:01:05 PM To: Mike.J.Miller@enron.com cc: scott.terhune@ps.ge.com Subject: Format - Enron Draft MOU Dear Mike Here the format of an MOU for units, however this is not an offer to sell. The potential ready to ship dates and pricing have been deleted. Best Regards John John H Schroeder, Jr. GE Power Systems Account Mgr. 2707 North Loop West, 9th Floor Houston, Texas 77008 (713) 803-0525 Fax - 0567 > -----Original Message----- > From: Swift, Stephen L (PS, CommOps) > Sent: Friday, January 05, 2001 10:37 AM > To: Schroeder, John H Jr (PS, Sales) > Subject: Enron Draft MOU > > John, > > Attached is a typical MOU that we would use with Enron. We are not > authorized to make any offers to customers until after Tuesday 1/9/01 if > any units are made available to us. We can circulate this for Enron to > begin a preliminary review with the understanding this is not an offer to > sell. > > Let me know if you have any questions. > > Steve Swift > > > > <> - TPA Rev Draft.doc << File: TPA Rev Draft.doc >>