Forgot to make a note on the below.  I think that we need to be consistent 
with terms in the EEI Master Power and Master Gas agmts.  I'm not sure if we 
have sent drafts (without credit terms) of these documents, but think that we 
should probably include Schedule M to the EEI since we are dealing with 
government entities.  I will be out of the office tomorrow, but can be 
reached by cell (713) 446-8711. 

 -----Original Message-----
From:  Sacks, Edward  
Sent: Tuesday, April 24, 2001 12:23 PM
To: Mann, Kay; Rorschach, Reagan
Subject: FW: Contract comments

Definition of Event of Default - References Section 17.  I believe this 
should be Section 14.  This same reference to 17 is also made in other areas 
of the contract, such as in Section 15 "Termination".  Also, please note that 
under Section 15, some of the Event of Default Sections numbers do not exist 
(ie. 11 and 12).  Please look into these sections in their entirety.  With 
respect to this section, I would like to change the cure period from 30 days 
to 3 days and of course in instances of bankruptcy, misrepresenation in the 
Reps & Warr, etc., there should not a cure period.  

With respect to credit.  In reading the contract it seems that the 
counterparty is going to be a consortium of entities (MDEA, Yazoo & 
Clarksdale).  Are each of the counterparties jointly and severally liable?  
Answers to the this relationship structure will be necessary prior to 
proposing credit terms for both the Master Gas and Master Power agmts.  If 
this is the structure, we should probably look into getting legal opinions 
regarding the cities' authority to enter into such obligations.  In addition, 
do the city's have authority to enter into agreements for greater than 1 yr.  
In my experience with other munis, they generally are, but only at the 
Enterprise Fund level (Public Utility).  Perhaps we should confirm this.  To 
the extent that MDEA (stand alone) is not 100% supported by the cities, we 
will need financial statements on MDEA.

Reagan - Please forward projected load schedule when completed.

Ed Sacks
x5-7712



 -----Original Message-----
From:  Rorschach, Reagan  
Sent: Tuesday, April 24, 2001 8:31 AM
To: McNamara, Ron; Roan, Michael; Bentley, Corry; Comeaux, Keith; Coulter, 
Kayne; Cross, Edith; Fairley, David; Herndon, Rogers; Homco, Jim; Kumar, 
Madhup; Mann, Kay; May, Tom; Miller, Jeffrey; Morse, Brad; Nicolay, Christi; 
Pagan, Ozzie; Podurgiel, Laura; Reeves, Leslie; Sacks, Edward; Serio, Erik; 
White, Stacey; Will, Lloyd
Subject: Contract comments

Contract comments are due to Kay Mann.  If you have not sent them to her, 
please do so ASAP.  She is working to incorporate all comments this morning. 
MDEA will be in town tommorrow and Thursday to discuss.

Thanks,

Reagan
5.3363