Subject: Re: Prototype Letter Agreement
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked]
Date: Thu, 11 Jan 2001 07:07:00 -0800 (PST)

Carolyn,

On the insurance, I would prefer that we go with set insurance requirements, 
$10m in coverage (without aggregate), deductible no greater than $25,000 for 
which they are responsible.  We also need a Best rating of A-XIII or better. 
Also, we need a specific reference to the fact that the new member will be 
responsible for the insurance required in article 19.2 of the turbine 
contract.  The certificate of insurance should be a buyer deliverable at 
closing.

Would it be better to address our ability to put the member interest to them 
on or before [some date- maybe Dec 02], just to get it on the table? 

Term- I'm thinking we may want to be indemnified for longer than 60 days 
after commercial ops, as a claim could be brought against us for something 
they did (and for which we should be indemnified) for longer than that, but 
we would be out of luck, except to the extent insurance took care of it.  
Maybe we should address reps/warranties separate from indemnities, with the 
indemnities lasting longer.

I'd make the confidentiality agreement last for 2  years in this deal.

I'd broaden 9 (xii) to include the acquisition of the equipment, not just the 
facility agreement.

14.  I would reformulate 14 to negotiate around the statement that the 
equipment is being acquired from ENA.  I would also eliminate "or any other 
third party" on the fifth line.

Defined terms:  "Commercial operations" isn't in the definitions of the 
turbine contract, although there may be a definition imbedded in their 
somewhere (an EECC specialty).  Please verify.

Do we intend to attach a form LLC agreement?

Thanks,

Kay