Kay, we are working on the Bogey Exhibit and the Profit/Savings Calc.  Will 
get back with you re: items 1d. and 2.


See assignments and comments in red.  Reagan/Kayne/Dave/Jeff responses due to 
Kay by noon today.


1) General comments - 
a) We have not seen a draft of the MPPSA or the MGPSA for review and comment. 
Kay
b) All section references in the draft should be reviewed and checked.  The 
majority of the references checked were incorrect. Kay
c) Since financial security is still an outstanding issue, all comments 
regarding the provisions in the draft pertaining to that subject have been 
excluded.  Kay
d) The draft contains references throughout to exhibits that will be attached 
to the agreement that were not included in the draft.  See bleow.  

2) Article 1, pages 6 and 7 - Profit and Savings: These definitions reference 
exhibits that were not included in the draft.   One of the most significant 
issues we had with the prior drafts were with the definition for "savings" so 
it is important to review a draft of these exhibits as soon as possible.   
Reagan/Kayne/Dave/Jeff to chech with Marvin.  He should have forwarded 
exhibits with everything else.  time is running out on them to do anything 
here.  Will report more on this issue.
   
3) Section 3.1(b): This section obligates EPMI to &Propose8 a load projection 
and stack model.  Should this say &Prepare8 as opposed to &Propose8.  
"Prepare" is fine.

4) Section 3.1(c): First line refers to a &request by Customer8.  Customer is 
not defined, is this intended to refer to MDEA?  If not, include a definition 
of Customer.  "...upon request by Customer" is not necessary.  This has 
already been done.

5) Section 3.2(a): Provides that EPMI will use &commercially reasonable 
efforts8.  The draft does not include a definition for this term.  Suggest 
including a definition since this standard is used throughout the draft.  Kay

6) Section 3.2(a): Suggest adding the following phrase in the second line 
after &schedule Products8, &in a manner intended to minimize the cost of 
serving MDEA,s native load8.  Adding this seems fine; however, are there any 
legal implications, Kay?  If not, add it in.
 
7) Section 3.2(c): Line 3 refers to Cajun and EPI, which are not defined in 
the draft.  Suggest including definitions or inserting the phrase &Existing 
Contract Resources8 in place of &SEPA, Cajun, EPI8.  The substitution is fine.

8) Section 3.2(h): Line 1 provides &EPMI will optimize scheduling and usage 
or resale (when appropriate)8.  Would suggest deleting &when appropriate8 and 
inserting &(in accordance with the terms and conditions of each Existing 
Contracted Resources contract)8.  The suggested change is OK.

9) Section 4.1(a): Line 1 requires MDEA to operate and maintain its native 
load distribution system in accordance with Prudent Operating practices(.8.  
Would suggest deleting the phrase &and the Native Load distribution system8.  
This agreement does not bear on how the cities would operate and maintain 
their distribution systems.  Reagan/Kayne/Dave/Jeff
[Rorschach, Reagan]  (a) Operate and maintain the Facilities and Entergy 
interconnection obligations in accordance with Prudent Operating Practices 
and in accordance with the terms of this Agreement.
(b) Responsibilities for operating reliably with respect to Native Load lies 
solely with MDEA and the Cities.


10) Section 6.4: The fourth sentence states & due to the use of imprecise 
data such as weather reports, heat rate estimates and the like, it is 
understood between the Parties that the resulting projections, 
recommendations and daily plan are consistent with commercially reasonable 
industry practices8.   According to this provision, the parties agree in 
advance that the resulting projections, recommendations and daily plans are 
consistent with commercially reasonable industry practices.  We believe that 
the &use of that type of data8 is consistent with commercially reasonable 
industry practices, but do not believe that that this automatically 
translates into the projections themselves being consistent with commercially 
reasonable industry practices.  Text should be changed as appropriate to 
reflect this change.  Reagan/Kayne/Dave/Jeff
[Rorschach, Reagan]  Section 6.4 Each day, EPMI shall provide a projection of 
the next day,s Native Load, and project the need for gas, fuel oil and power. 
Each day, EPMI and MDEA shall jointly run the Load Projection Model and the 
Facility Stack Model.  EPMI and MDEA will then (1) compare and verify 
assumptions and results from the models, (2) develop recommendations and (3) 
decide upon the operating plan for the day.  This analysis will take into 
account such considerations as weather conditions, business day/weekend and 
holiday load conditions, historical loads, gas/power pricing, unit 
availabilities, unit operating data, and prior commitments to buy and sell 
power. The Parties understand and agree that the development of the 
projections, recommendations and daily operating plan is complex and requires 
an element of judgment.  Further, it is understood that the use of imprecise 
data such as weather reports, and heat rate estimates to make such 
projections, recommendations and daily plan are consistent with commercially 
reasonable industry practices. 


11) Section 7.1: Second sentence provides &Risk of loss and all price and 
unit contingency and transmission risk shall be borne by Customer8.  Suggest 
adding the phrase & For Back to Back Transactions8 at the beginning of this 
sentence.  MDEA should not be responsible for unit contingency, transmission 
risk etc. for an EPMI Transaction.    Reagan/Kayne/Dave/Jeff
[Rorschach, Reagan]  Delete the sentence "Risk of loss...shall be borne by 
the Customer."

12) Section 10.2(a): Line 3, change & MDA8 to &MDEA8.  Kay

13) Section 14.6: Line 3, change &and the MPPSA8 to &the MPPSA and the 
MGPSA8.  Kay

14) Section 15.1(d): provides three business days written notice to the 
defaulting party to cure a Financial Event of Default, otherwise the 
agreement can be terminated.  Three days is too short of a time period for 
MDEA.  Kay/David Hunt

15) Section 17.1: Second sentence, provides that an independent auditor 
reasonably acceptable to EPMI is entitled to audit all books and records of 
EPMI.  However this provision goes on to state that EPMI shall be entitled to 
audit MDEA,s books, not an independent auditor subject to MDEA,s approval. 
Suggest deleting &EPMI shall be entitled to audit8 and adding &An independent 
auditor reasonably acceptable to MDEA8.  Kay

16) Article 28: As we have previously noted, this section contains language 
related to conflict of interest issues and the lack of notification related 
to conflicts of interest that should be read carefully reviewed by MDEA and 
the Cities.  Kay/David Hunt