Gerald,

Attached are my edits to the letter. Daphne will prepare a version that is
without all of the deletions and additions so it is easier to read. You can
compare the two to see exactly what I have done.

My edits are in blue. Comments are in bold blue and bracketed.

ECS may be over the barrel here and this may be the best deal that you can
get. But it isn't a deal because it is all illusory.

They agree to try to complete construction by a date certain (no recourse if
they don't) in exchange for an ECS guarantee to reimburse Gulf for an amount
that they think is fair (that is the only standard - they have no
responsibility justify and we have no ability to verify that amount).

In general, Gulf is allowed contributions in aid of construction and can
stop construction if they don't get it. If our existing agreements clearly
provide for a guaranteed term and minimum load, and those provisions are
linked to the costs of construction (so no further contribution from ECS was
contemplated in those agreements), then I think that ECS can hold them to
the deal.

We have no contract with WFEC so if the PSC decides in their favor we may
have to petition the PSC and ask that we not be financially damaged by their
decision and Gulf's incorrect representation (upon which we relied) that our
facility was in a territory that they could serve. I think (but have not
researched the point) that ECS would have standing as a customer. I believe
that the commissioners and their non lawyer staff would be sympathetic to
our situation.

However, if we agree to a capped amount of reimbursement then their may be
no issue for the PSC to decide. As of now Gulf has changed the deal on ECS.
If ECS accepts the change (unless under protest) then a court or the
commission will probably consider the matter moot. I'm not sure about the
legal effect of "signing under protest" in this context but can do some
research if you think that useful.

In any event I think that the letter should recite more of the history of
this negotiation and the early agreements or representations that are now
modified. I know our clients hate lawyers but we should try to have as clean
a record as possible if we think that we may have to seek relief. I don't
have any of the agreements at issue here and there is probably more that
should be included in the letter to give the context in which it is written
and signed.

More later. Call when you can.

Bill





-----Original Message-----
From: Nemec, Gerald [mailto:Gerald.Nemec@ENRON.com]
Sent: Monday, November 26, 2001 6:25 PM
To: bill@katzlaw.com
Cc: Hilgert, Chris
Subject: FW: Construction Expedition Letter


Per our discussion, please review and provide comments asap.

>  -----Original Message-----
> From: 	"Jeffrey Stone" <jas@beggslane.com>@ENRON
> Sent:	Monday, November 26, 2001 4:51 PM
> To:	Nemec, Gerald
> Cc:	Hilgert, Chris; mawhowel@southernco.com
> Subject:	Construction Expedition Letter
>
> Here are Gulf's proposed changes to match the concept discussed
> earlier this afternoon.
>
> -----Original Message-----
> From:	Nemec, Gerald [SMTP:Gerald.Nemec@ENRON.com]
> Sent:	Wednesday, November 21, 2001 10:38 AM
> To:	rab@beggslane.com; Howell, Marion W.
> Cc:	Hilgert, Chris; Owen, David; Alexander, James C.
> Subject:	Construction Expedition Letter
>
> For your review is the draft Construction Expedition Letter per our
> discussions Monday.
>
>  <<GulfExpediteLetter2.doc>>
>
>
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> << File: GulfExpediteLetter2.doc >>
>  - GulfExpediteLetter2.doc <<GulfExpediteLetter2.doc>>


 - GulfExpediteLetter2.doc