Mike,

The agreement covers multiple projects; to date there is only one project that has come on line.  For the one project that has come on line during the non-performance penalty could be in the range of $150,000 to $640,000, depending on the resoultion of the "effective online date" for said project.  The non-performance penalty was our strongest negotiating point in the ongoing effort to restructure the agreement as there is a potential for penalties for each project for each year of the contract.  The agreement contained some fundamenal flaws in order to be able to book the mark-to-market for the agreement.  

I do not have a good handle of the "early termination payment" except to say that there are approxmiately 390,500 MWh's.  The average contract "fixed price" is $33.10 MWh.  I would need to find out what the nine year fixed price from the power curves is to estimate but my best stab would be to estimate the nine year fixed price to be $25.00 MWh which would result in "early termination payment" of approximately $3,200,000 ((390,500*33.10) - (390,500*25.00)).

Richard  

 -----Original Message-----
From: 	Smith, Mike D.  
Sent:	Tuesday, January 29, 2002 3:25 PM
To:	Ring, Richard
Subject:	RE: Riverside County Waste Mgt 

Thanks.  Can you get a bead on the relative value of the ETP and the non-performance penalties?  

 -----Original Message-----
From: 	Ring, Richard  
Sent:	Tuesday, January 29, 2002 12:53 PM
To:	Smith, Mike D.
Subject:	RE: Riverside County Waste Mgt 

Mike,

The "deal" is between EESI and Riverside County Waste Management Department (RCWMC) is dated April 17, 2000 and the term commenced on Sepetmber 1, 2000 and ending on September 1, 2010.  Based on our bankruptcy filing RCWMD stopped delivery of power on December 6, 2001; RCWMD invoiced EESI for power production for September 2001, 0ctober 2001 and November 2001.  I do not know if they were ever paid by EESI.  I do not know of any invoice for the first six days of December 2001.

EESI (myself) and EPMI (Chris Foster) were in the process of renegotiating the above referenced agreement with the plan for EPMI to take over the purchase of power and scheduling services with EESI being the purchaser of the "green tickets"  from EPMI associated with the power production.  There were some major issues to overcome in the renegotiation regarding the "fixed price", "volume committments" and "penalties".  I do not know who, if anyone, is currently looking at this agreement to make any kind of determination EESI's and/or EPMI's desires for the future of this agreement.  

RCWMD sent various letters dated December 10, 2001, December 13, 2001, and January 8, 2002 requesting response from EESI.  The December 10, 2001 letter indicates that RCWMD considers the agreement terminated effective December 2, 2001.  I had previously spoke to you about this agreement in December 2001.  

It is my opinion that we should not continue this agreement and we should consider RCWMD's offer to terminate the agreement with the exchange of the non-performance panalties for the termination payment.

Let me know if you need anything else.

Regards,

Richard

   

 -----Original Message-----
From: 	Smith, Mike D.  
Sent:	Tuesday, January 29, 2002 12:36 PM
To:	Ring, Richard
Subject:	Riverside County Waste Mgt 

Richard--what do you know about this deal?  Do you have paper on it?  Is this a purchase deal that we want?  Are we buying under it now?

The customer is pushing me to give them some answers.  Thanks.  MDS