Hi Ed,

Here's the language they offered:

M. Each of the Cities has obligated itself to be responsible for and to pay 
to, or on behalf of, MDEA, if required, that proportion of the minimum 
monthly fee which that City,s hourly demand was coincident with Entergy,s 
peak hour demand in the year 2000 bears to the sum of both Cities, hourly 
demand during such hour; provided however, that each City has further 
obligated itself to be responsible for and to pay that portion of EMPI,s 
monthly fee which the economic benefit to that City from transactions bears 
to the total economic benefit to both Cities from such transactions during 
the month.


It is a bit cumbersome, but I think I like it.  What do you think?

I'll forward the entire doc soon.

Kay