Chris,

Below you will find a copy of a deal I discussed with Orig.  I would like to see the standard  be the following until we have your project in production.

Settle with customers at least quarterly, and on a calendar month basis.

If you have any questions please let me know.

Thanks - MO

 -----Original Message-----
From: 	Heidecker, Bill  
Sent:	Wednesday, September 19, 2001 9:20 AM
To:	O'Neil, Murray P.; Cross, Edith EES; Fuja, Jim; Maynard, Michelle; Brakke, Erling; Avs, Mallik
Cc:	Holmes, Sean; Connolly, Lisa; Merril, Deborah; Riley, Christopher
Subject:	Mack Cali - Bilateral Excess/Deficiency settlement
Importance:	High

Jim/Michelle/Edith/Murray/Erling/Mallik

I just spoke with Murray O'Neil from the Operations group in charge of the whole billing of consumption band issue.

He is okay from an operational point of view with letting this cut both ways for this deal.   He did raise a cash flow concern regarding doing the settlement on an annual basis.  Murray suggested that we settle at the end of the first contract year for each of the months, but after the first contract year, that we go to a monthly settlement.

Michelle - can you generate some language that captures this structure?

Edith - I am assuming the the desk is still okay with the consumption bands cutting both ways.   Please let me know ASAP if you have an issue.

Murray - Please let me know if you have any issue with how I have represented our conversation and conclusion.

Erling/Mallik - Have you been able to determine if there will be any change to the consumption premium for letting the excess/deficiency cut both ways?  Please let us know as soon as possible.



---------------------- Forwarded by Bill Heidecker/HOU/EES on 09/19/2001 11:00 AM ---------------------------


Bill Heidecker
09/19/2001 09:59 AM
To:	Jim Fuja/HOU/EES@EES <mailto:Fuja/HOU/EES@EES>, Harald Jensen/HOU/EES@EES <mailto:Jensen/HOU/EES@EES>
cc:	Michelle Maynard/HOU/EES@EES <mailto:Maynard/HOU/EES@EES>, Lisa Connolly/HOU/EES@EES <mailto:Connolly/HOU/EES@EES>, Jason Woodward/HOU/EES@EES <mailto:Woodward/HOU/EES@EES> 
Subject:	Mack Cali

Jim/Michelle,

Excess/Deficiency

The Excess/Deficiency is in the process of being approved.     We will have to add some sort of language to indicate how we are going to settle (ie. at the end of the year).

This is a clause from the Boston Properties contract that we included for the Excess and Deficiency:

If such amount is a positive number, Customer shall pay that amount to EESI.  If such amount is a negative number, EESI shall credit such amount to Customer.  The amounts due under this Section 2.2.1 shall be calculated for each month, and the Parties shall net and settle all amounts due under this Section annually within 60 days of the end of each Contract Year. 


Rescind Rights

The previous CA contracts had bilateral right to rescind.   But given that CA is shut down, if we have unilateral right to rescind we have a greater probability of getting the deal through the desk.   


---------------------- Forwarded by Bill Heidecker/HOU/EES on 09/19/2001 09:51 AM ---------------------------


Michelle Maynard
09/19/2001 09:01 AM
To:	Sean A Holmes/HOU/EES@EES <mailto:Holmes/HOU/EES@EES>, Bill Heidecker/HOU/EES@EES <mailto:Heidecker/HOU/EES@EES>, Tim Belden/Enron@EnronXGate <mailto:Belden/Enron@EnronXGate>, Jeff Richter/Enron@EnronXGate <mailto:Richter/Enron@EnronXGate>, Berney C Aucoin/Enron@EnronXGate <mailto:Aucoin/Enron@EnronXGate>
cc:	Jim Fuja/HOU/EES@EES <mailto:Fuja/HOU/EES@EES> 
Subject:	Mack Cali

Attached is the CA Confirm we are sending to Mack Cali.  Note the changes to the Excess and Deficiency Usage Charges and the bilateral early termination rights which I understand were approved.  Otherwise, no substantive changes to the form.  If you have any comments pls advise asap. Thanks, M3