Message-ID: <17807950.1075842358628.JavaMail.evans@thyme> Date: Thu, 15 Feb 2001 09:17:00 -0800 (PST) From: debra.perlingiere@enron.com To: veronica.espinoza@enron.com Subject: RE: Response to HPL's requested changes Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Debra Perlingiere X-To: Veronica Espinoza X-cc: X-bcc: X-Folder: \Debra_Perlingiere_Dec2000_June2001_2\Notes Folders\All documents X-Origin: PERLINGIERE-D X-FileName: dperlin.nsf Debra Perlingiere Enron North America Corp. Legal Department 1400 Smith Street, EB 3885 Houston, Texas 77002 dperlin@enron.com Phone 713-853-7658 Fax 713-646-3490 ----- Forwarded by Debra Perlingiere/HOU/ECT on 02/15/2001 05:17 PM ----- "Dirks, Kathleen" 02/15/2001 01:14 PM To: "'Debra.Perlingiere@enron.com'" cc: Subject: RE: Response to HPL's requested changes Debra, I am sorry for the long delay in responding. In regard to the HPL agreement, we'd like to submit a few requested changes for your consideration, as follows: 1. Article 1. Term. We'd like to amend the initial term from one year to one month. 2. Section 3.2 Subsections(i)& (ii). Seller's Failure to Schedule. In the seventh line immediately after the word "the", delete the words "Replacement Price Differential, plus (ii) liquidated damages equal to $0.15" and replace with the words "Gas Daily Price". In line nine immediately after the word "Quantity", delete the words "to cover Buyer's administrative and operational costs" so these 2 subsections now read as follows: (i)an amount equal to the product of the Seller's Deficiency Quantity multiplied by the Gas Daily Price multiplied by Seller's Deficiency Quantity". 3. Section 3.4 Subsections (i) & (ii). Buyer's Failure To Deliver. In the twelfth line delete the words "Replacement Price Differential, plus (ii) liquidated damages equal to $0.15" and replace with the words "Gas Daily Price". In line thirteen immediately after the word "Quantity" delete the words "to cover Seller's administrative and operational costs" so these 2 subsections now read as follows: (i) an amount equal to the product of Buyer's Deficiency Quantity multiplied by the Gas Daily Price multiplied by Buyer's Deficiency Quantity." 4. Section 4.1 Early Termination. Subsection (i). We'd like to reduce the number of days in which notice can be given of the termination of the transaction(s) upon a Triggering Event from 60 Days to 10 Business Days. In line six immediately after the word "which" delete the words "any or". In line seven immediately after the word "Transactions" delete the words "selected by It and" and replace with the word "under", so this subsection now reads as follows: "(i) upon two Business Days written notice to the first Party, which notice shall be given no later than 10 Business Days after the discovery of the occurrence of the Triggering Event, establish a date on which all Transactions under this Agreement in respect thereof will terminate..." 5. Section 4.2 Triggering Event. Subsection (i) We'd like to limit the cure period during which an Affected Party is able to remedy a payment failure from five (5) Business Days to two (2) Business Days. 6. Section 8.2 Transfer. In line five immediately after the word "may" delete the words "without the" and replace with the words "with written". 7. Appendix 1. Definitions "Material Adverse Change" definition. Delete subsection (ii) in its entirety and replace with the following definition, "(ii) with respect to Customer, its Guarantor's Credit Rating is below "BBB-" by S&P or its Guarantor fails to have a Credit Rating from S&P. If there is no Credit Rating for Customer's Guarantor, then Material Adverse Change with respect to Customer means: its Guarantor shall have any of the following occur at any time: (a) its Net Worth falls below U.S. $200,000,000, or (b) its Funded Debt to Net Worth at any time exceeds forty percent (40%). (This language was recently approved by both parties and is included in the Bandwidth Master Agreement between Enron Broadband Services, L.P. and Aquila Broadband Services, Inc.) Please call me (816-527-1560, or e-mail me upon your review of the above requested changes. If possible, we'd like to get this agreement executed within the next couple of weeks. Thanks so much! -----Original Message----- From: Debra.Perlingiere@enron.com [mailto:Debra.Perlingiere@enron.com] Sent: Thursday, November 02, 2000 2:53 PM To: KDirks@utilicorp.com Subject: Re: Response to HPL's requested changes Kathleen, Further to our conversation, attached are drafts for Master Firm Purchase/Sale Agreements for HPL and ENA. As previously noted, our credit department has been in discussions with Jennifer West and Aquila's credit department regarding these agreements. It is my understanding Aquila requested the attached drafts. Having said that, I will review your responses to my comments for the HPL agreement. I have suggested we amend the current Master Agreement (1993) between ENA and Aquila. Finally, while there are existing guaranties currently in place between Enron and Aquila, they are only referenced in the attached and not included. I look forward to working with you in finalizing these agreements. Please let me have your thoughts regarding these issues. (See attached file: Aquila Energy(ENA).doc)(See attached file: Aquila Energy(HPL).doc) Best regards, Debra Perlingiere Enron North America Corp. Legal Department 1400 Smith Street, EB 3885 Houston, Texas 77002 dperlin@enron.com Phone 713-853-7658 Fax 713-646-3490