Subject: Midway -- INTERCONNECTION AND OPERATING AGREEMENT
From: [email-masked]
To: [email-masked], [email-masked], [email-masked], [email-masked]
Cc: [email-masked], [email-masked], [email-masked], [email-masked]
Date: Thu, 9 Aug 2001 13:20:23 -0700 (PDT)

Privileged and Confidential
Attorney-Client Communication

Per our conversation, attached is the latest draft of the Interconnection
Agreement.  This draft reflects TECO's comments, Enron's comments, and my
own comments.  At this stage, rather than clean up all drafting issues (and
there are many), it is probably most important to focus on conceptual
matters.

That said, the most significant conceptual revisions from the previous draft
are the addition of the Notice to Proceed concept, the addition of
Conditions Precedent concept, and revamping the Milestone provisions.  

As for drafting matters -- the previous draft had many undefined terms,
which I have now defined.  Also, there were many sections with concepts
repeated in other sections but stated differently and with slightly
different obligations.  To avoid confusion and a potential dispute as to the
controlling section, I have deleted repetitive sections.  (For example,
Section 4.14 and 18.5 address disconnection after termination of the
Agreement, but each is worded differently and has somewhat different
provisions.   I have deleted the old Section 4.14.).  Also, I have made some
clarifications to ambiguous language.

There are still several open issues that we should discuss prior to
providing this draft to TECO.    I should be available throughout the day,
so we can discuss the attached.

Andy

 <<8R@301!.DOC>> 

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