Message-ID: <25523400.1075842282013.JavaMail.evans@thyme>
Date: Fri, 13 Apr 2001 07:31:00 -0700 (PDT)
From: dan.hyvl@enron.com
To: kdecell@gassupplyconsulting.com
Subject: RE: WPS contract
Cc: deirdre.mccaffrey@enron.com, cary.carrabine@enron.com
Mime-Version: 1.0
Content-Type: text/plain; charset=ANSI_X3.4-1968
Content-Transfer-Encoding: quoted-printable
Bcc: deirdre.mccaffrey@enron.com, cary.carrabine@enron.com
X-From: Dan J Hyvl
X-To: "Kim Decell" <kdecell@gassupplyconsulting.com>
X-cc: Deirdre McCaffrey, Cary M Carrabine
X-bcc: 
X-Folder: \Dan_Hyvl_Dec2000_June2001\Notes Folders\Sent
X-Origin: HYVL-D
X-FileName: dhyvl.nsf

Kim,
 Stacy (Dickson) Granmayeh has reviewed the proposed Master Contract that y=
ou=20
drafted for enovate, L.L.C. and I have likewise reviewed the proposed Maste=
r=20
Contract that you forwarded to Enron North America Corp.

 As I indicated earlier, these contracts are similar to the contract we=20
started with last year in documenting the transaction that was ultimately=
=20
entered into.  I recall providing a copy of our Sample Enfolio Master Firm=
=20
Purchase/Sale Agreement together with the credit departments requirements=
=20
which they required in order to enter into the transaction.  I am told that=
=20
those credit requirements relating to triggering events and collateral=20
threshold will also be necessary before Enron North America Corp. can enter=
=20
into a transaction this year.

 Unless I specifically state that a comment relates to enovate or to Enron,=
=20
these comments relate to both entities.

 1. The correct name for enovate is:  enovate, L.L.C.

 2. Change the Confirming Party in Section 3.12 to Seller.

 3. Section 4.1 needs to be altered in such a way to make the verbal=20
agreement of the Parties binding at the time of the phone call.  As written=
,=20
any agreement between the Parties is not binding until a Transaction=20
Confirmation is executed by both Parties.

 4. The word "Contract" in Section 5.1.1.b. should be changed to=20
"Transaction".

 5. The concept of "Point(s) of Receipt" and "Point(s) of Sale" need to be=
=20
collapsed into Point(s) of Delivery at which point title and possession is=
=20
transferred from the Seller to the Buyer. No need for two separate concepts=
.

 6. Delete Sections 6.5 and 6.6 in their entireties.

 7. Alter Section 8.3.3 concerning Locked Prices in such a way to make the=
=20
Locked Prices binding at the time of the phone call; not upon the passage o=
f=20
48 hours for receipt of confirmation.

 8. The term "Commodity Charge Index Adjustment" used in Section 8.1, 8.2 a=
nd=20
8.3 needs to be defined.

 9. The first sentence of Section 10.3 should be altered to delete the last=
=20
phrase =01&of the negligence of the other Party=018 and include the followi=
ng=20
phrase in its place:  =01&the gross negligence, willful misconduct or bad f=
aith=20
of the other Party.=018
=20
 10. Delete the phrase =01&(not via facsimile)=018 from the first sentence =
of=20
Section 12.1.

 11. Add the following phrase at the end of Section 15.3: =01&; the loss of=
=20
Buyer=01,s Markets; or Buyer=01,s inability economically to use or resell g=
as=20
purchased hereunder.=018

 12. Delete the phrase =01&or Buyer or Seller claims force majeure for a pe=
riod=20
exceeding seven (7) cumulative days or five (5) consecutive days during the=
=20
Transaction Term=018 in Section 16.1.b.

 13. Add the following sentence to the end of Section 16.1.e:  =01&Party fa=
ils=20
to perform any covenant set forth in this Contract.=018

 14. Delete the third sentence of Section 16.2 in its entirety.

 15. Delete Section 16.3.d in its entirety.

 16. The Corporate Guarantee in Section 19 should be a payment guarantee no=
t=20
a performance guarantee.

 17. With regard to enovate, change =01&Wisconsin=018 to =01&Illinois=018 i=
n Section=20
21.5; and with regard to Enron, change "Wisconsin" to "Texas" in Section 21=
.5.

 18. Section 21.7 requires =01&mutual execution of an appropriate supplemen=
tal=20
written Transaction Confirmation=018 for an effective modification.  This=
=20
conflicts with Section 8.3.3, which does not require execution of a=20
Transaction Confirmation for a Locked Price.

 19. Delete Section 22.e in its entirety.

 20. In Exhibit A, delete Section 12, Regulatory Contingency, in its entire=
ty.

 Please review the foregoing and provide revised contracts to both enovate=
=20
and Enron for further review in accordance with the foregoing matters. 