-----Original Message-----
From:  Mann, Kay  
Sent: Thursday, April 19, 2001 1:19 PM
To: Fairley, David; Rorschach, Reagan
Subject:  

Gentlemen,

Here are some points which require commercial et al input:

Do we intend to include gas transactions in our calculation of profit? 
[Rorschach, Reagan]  no 

We will be buying electricity to serve their load.  How should be be paid for 
those costs?  How often? [Rorschach, Reagan]  We will bill them monthly in 
accordance with the master gas and master power agreements.  (When can we get 
copies of these to MDEA). 

Jim Homco questioned whether we should buy the fuel oil.  What do you want to 
do? [Rorschach, Reagan]  Leave the fuel out of the deal. 

I've added the definition of Scheduling Equipment Costs.  How should it be 
used in the agreement?  Are we limiting our provision of scheduling equipment 
to the equipment  listed in the exhibit? [Rorschach, Reagan]   The guaranteed 
monthly fee we discuss in 13(b)(1) covers the equipment costs.  This is an 
estimate.  If we spend more than that, we need to be able to go backto Marvin 
for more money.  Rick Broussard is reviewing the equipment schedule for 
completeness. 

What financial security will be required of them? [Rorschach, Reagan]  I will 
ask Ed Sacks 

Are we attaching Marketing Strategy and Trading/Risk policy, or establishing 
a time line? [Rorschach, Reagan]  I will pull from "go-bys" from the 
Fronterra contract.  Table of contents will be made into an exhibit. 

How do we deal with the possible cost of establishing a control area?  Are we 
absorbing it?  Will there be additional infrastructure costs?
[Rorschach, Reagan]  control area is not contemplated in this agreement--we 
will evaluate and recommend.  If they want to go with a complete control 
area, it will cost more. 

Have the exhibits been updated?  If so, could I get the latest version?
[Rorschach, Reagan]  I will get them today. 
Kay