Kay & Rahil:  Just to make my position clear, if legal determines that an EEI is still necessary with this counterparty then we should go forward with pursuing an EEI agreement.

The credit position is that if the deal needs to get done soon, then let's just use the GTCs and we can follow up later with an EEI (if deemed necessary by legal).  If we can wait a couple of weeks, then let's go forward with negotiating an EEI now.

Hopefully this clarifies our position.  Sorry for the confusion.  If the later is the case, then Rahil, I will need to get financial statements from the counterparty and review.

Thank you.

Kortney

 -----Original Message-----
From: 	Brown, Kortney  
Sent:	Monday, November 19, 2001 4:26 PM
To:	Jafry, Rahil
Cc:	Ngo, Tracy; Radous, Paul
Subject:	RE: Cogentrix

Pursuant to the Cogentrix Eastern Carolina, LLC transaction described in this email and your later draft term sheet, credit has determined that an EEI does not need to be in place with the counterparty and that we would be able to transact under the long-confirm form.

To provide a little bit of explanation for you:

A Master EEI is preferable when the counterparty is planning on doing long-term, large volume transactions.  Therefore, we have very specific terms and conditions that do not have as much ambiguity as within the GTCs.    

In terms of unit contingent or interruptible power - credit would like to get a clear definition of whether the cp is sleeving "unit contingent" power versus "interruptible" power, since there are varying degrees of risk inherent in the two separate transactions and we would like to gain an understanding of the term and type of power this will be.  

Thanks Rahil.

Kortney

 -----Original Message-----
From: 	Jafry, Rahil  
Sent:	Wednesday, November 14, 2001 5:44 PM
To:	Brown, Kortney
Subject:	FW: Cogentrix
Importance:	High



 -----Original Message-----
From: 	Jafry, Rahil  
Sent:	Tuesday, November 13, 2001 9:16 AM
To:	Mann, Kay
Cc:	Coulter, Kayne
Subject:	RE: Cogentrix
Importance:	High

Kay,

Below are some answers to your questions re. Cogentrix.  Please let me know if you have any more.

- R

Power could be sold on a Day-Ahead or an Hourly basis.
They will give us a flat bogie and we will use that in our decision making.
Kenansville is a coal-fired, 30MW, plant.
We will be selling power at their bus point.  Any transmission cost, if/when incurred, will be treated on a pass-through basis.
The Min-Max decision on the number of MW's is their operational decision, and we will let them decide once we send them a draft of the revised contract.

 -----Original Message-----
From: 	Mann, Kay  
Sent:	Monday, November 12, 2001 5:52 PM
To:	'Jafry, Rahil'
Subject:	RE: Cogentrix

Day ahead only?

How do we work together to set the bogie? I know on the MDEA deal there was an agreement on how it was calculated, including an agreement re the heat rates of the various units. 

Is this a gas only facility? 

How do we handle the transmission costs, or will we be selling the power at the same spot they are delivering it?

Are there minimum units of energy they will start their facility up for?

Thanks,

Kay



 -----Original Message-----
From: 	Jafry, Rahil  
Sent:	Monday, November 12, 2001 5:39 PM
To:	Mann, Kay
Subject:	RE: Cogentrix

We'll be marketing power from their Kenansville plant on a unit contingent basis.  Together, we will establish a bogie price (their marginal cost of generation), and any value we can get them above this bogie price will earn us 25% of the extra upside we manage to get them.  They have a right to terminate with a 30-day notice and/or sell their power to other third parties at anytime.

- R


 -----Original Message-----
From: 	Mann, Kay  
Sent:	Monday, November 12, 2001 4:59 PM
To:	Jafry, Rahil
Subject:	Cogentrix

Getting warmer.  Could you send me an email with a brief description of how you see us marketing their energy.