Subject: FW: LV Cogen Turbine Contract
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked]
Date: Thu, 3 May 2001 08:22:00 -0700 (PDT)

With regard to Lisa's comments, consider the following:

What is the per UNIT turbine purchase amount? - the Unit Liability
Amount

in the 2nd para. of 5.4 Cancellation and in 6.1.3 Retention Letter(s) of
Credit for example,
each UNIT is discussed. - This is the way each breakout agreement was
set up.  Cancellation is to be on a Unit basis, which is why Exhibit I
refers to percentages of the Unit Liability Amount. Retention was also
to be 5% of the purchase amount of each Unit - $788,500.   This should
probably be $788,486.25, so that 4 Units multiplied by 788,486.25 =
$3,153,945 (the final payment amount) I had just rounded up.

Also, how does anyone know for 6.1.3 when the last $788,500
per Turbine is supposed to be paid so we can retain it? -Section 6.1.2
states that the final payment is subject to Section 6.1.3.  The final
payment is due January 21, 2002.

As to why we don't define "Purchase Amount" as the total actual amount
expended, I leave that for you to explain to Lisa.

As for the need to change the dates in 6.1.2 and Exhibit I, that is up
to the business folks.

Call me if you want to discuss.

-----Original Message-----
From: Bills, Lisa [mailto:[email-masked]]
Sent: Wednesday, May 02, 2001 4:20 PM
To: Williams, Bill; Thome, Stephen; Gilbert, Jim; Thompson, Peter J.;
Rasmussen, Dale; Clark, Ed
Cc: Engeldorf, Roseann; Tweed, Sheila; Clark, Catherine; Kerrigan,
Brian; Mann, Kay
Subject: LV Cogen Turbine Contract

Rose and I have reviewed the contract Peter sent to us yesterday - the
draft distributed on April 24.  Rose has already provided our comments
to Peter on the Override Letter which accompanies the contract.  I have
one big issue which the lawyers can't answer as it is a business
decision.  No one seems sure if Bill is the acting originator for this
contract or not.  I leave it up to the LV Cogen Origination team to
decide.  However, until I receive word back from the appropriate person
and see my changes reflected in the turbine contract, Finance has not
signed off on this agreement so it cannot be executed on E-Next's
behalf.

What is the per UNIT turbine purchase amount?  The Purchase Amount is a
remaining total balance outstanding.  In 6.1.2 Payment Schedule, the
payment amount is a lump sum.  However, in the 2nd para. of 5.4
Cancellation and in 6.1.3 Retention Letter(s) of Credit for example,
each UNIT is discussed.  There needs to be an allocation of the Purchase
Amount and Payment Amount on a per turbine basis so Finance can track
these costs as such in case a change order is made to only one turbine
or if a turbine is removed from E-Next prior to all turbines being
removed.  Also, how does anyone know for 6.1.3 when the last $788,500
per Turbine is supposed to be paid so we can retain it?

Also, I would appreciate receiving a clarification of why we don't
define the Purchase Amount as the total and not just the balance
remaining.  It could create discrepancies in the document and for
anybody reading the document trying to understand how much each turbine
costs.  E-Next has already made the approx $10mm payments made to-date.
However, if someone were to pick up the document to find out how much
they could buy the turbines for, it would appear to be $53.6mm not the
Maximum Liability Amount of $63.1mm.  2nd para of 5.4 refers to the
portion of the Purchase Amount to be adjusted upon cancellation.
However, Exhibit I Cancellation refers to the Unit Liability Amount as
the basis for calculation - this seems inconsistent to me.

Now for the general comments:

Section 1.69 and 1.70 need to change places to be alphabetically
correct.

6.1.2 calls for a payment to be made on April 21, 2001.  Exhibit I
Cancellation also has a line for cancellation between March 21 and April
20, 2001.  This will need to be amended as this payment wasn't made
given no contract execution yet.  As everyone knows also, E-Next must be
the party to make this payment to insure the correct accounting
treatment.

6.5 is another place where a per Unit price is discussed for increases
or decreases.  How is this possible with an aggregate Purchase Amount?

In all Notice sections please delete "c/o Las Vegas Cogeneration II,
L.L.C."  This project is not associated with the E-Next financing.

10.2.3.1 Please underline "Optional Delivery Point"

10.12.2  Please delete the " ' " in "it's" after the proviso.

10.15  The timing of 120 days for delivery of serial numbers herein is
inconsistent with the bracketed 5 months in 10.2.1 and Exhibit P.
Please conform all to the same time frame.

Has David Marshall reviewed all the insurance provisions of this
document.  While a standard turbine contract, there have been some
recent modifications/views from our insurance providers.

I look forward to hearing back from the deal team and reviewing the next
round of documents.