text_combined: amendment im ii ppa clarification dash requires enron corp provide additional security behind guaranty epmi obligations capped 100 mm india mesa 2 event enron corp senior unsecured rating drops investment grade position ewc given cause alarm better said available remedy creditor equity side whether credit bbb bbb matter assign entity bbb tod agreed morning discussion jay verify jay john lenders omfortable provision original message kitchen louise sent thursday september 20 2001 1 42 pm deffner joseph subject fw amendment im ii ppa original message kitchen louise sent thursday september 20 2001 1 30 pm lindholm tod presto kevin curry mike lamb john payne michael cc murphy harlan subject amendment im ii ppa spoke mike stated agreement banking provisions original intent also agree assign ppa affiliate enron corp guarantee follow two remaining points address managed outside epmi right assign bbb joe read dash also indicates bbb assignment provision think something lenders able price ii curtailment issue buyer aep issue solved managing risk curtailment credits means portfolio mentioned tod meeting obviously price necessary indicated kevin previous note ensure making right decision contract worth around 11 mm today joe working finance guys indian mesa ii able offer assistance unless economics state change epmi contract pricing lenders aep greater kevin think done let know louise original message lindholm tod sent monday september 17 2001 5 54 pm presto kevin curry mike lamb john payne michael cc murphy harlan kitchen louise subject amendment im ii ppa kevin ewc requires three clarifications ppa order get project financed sold previously requested amendments proposed equity purchaser dropped ewc take resulting pricing reduction want make sure understand minor three clarifications clarifications conform original deal changes deal 1 banking provisions ewc epmi agreed energy renewable energy credits recs produced indian mesa ii wind generating facility year excess annual minimum quantity would cumulative basis offset deficiencies energy recs subsequent years section 4 04 agreement clearly provide cumulative carryover mechanism contemplated parties section originally provided carryover effort simplify language aggregate carryover concept clouded project lenders proposed equity purchaser required point clarified never disagreement epmi ewc intention carryover banking provisions epmi recent refusal make clarification appears change original deal 2 grid curtailment ewc epmi drafted contract specific provisions relating termination resulting grid curtailment section 5 04 ambiguity grid curtailment could also covered termination provision relating force majeure section 5 02 inconsistency problem neither ewc epmi pay damages party event grid curtailment proposed equity purchasers requested force majeure provisions ppa clarified make clear extended grid curtailment would give rise termination payments clarification consistent original intent parties change deal 3 epmi credit support epmi obligations ppa guaranteed enron indian mesa ii ppa permits epmi assign ppa certain affiliates without consent seller assignment epmi would relieve duties obligations contract enron guarantee would remain place however project lenders required clarification enron guarantee would either explicitly remain place assignee would credit quality least good enron corp credit quality project lender also requested termination payment provisions clarified provide substitute ppa used calculate termination payment would also need party credit quality similar enron corp since credit supporting indian mesa ii ppa affect value contract third party since enron bears obligation unless released project dispute resolution provisions ppa could certainly pursue declaratory relief arbitration sense nothing ensure delay enron perspective sale equity financing non recourse debt indian mesa ii project currently standstill due issues surrounding ambiguities ppa debt financing indian mesa project place different offtaker proposed equity sale aep linked sale indian mesa ii project enron move forward financing project within next month enron likely end approximately 153 less cash year end counted plan addition decrease planned earnings tax return enron hold situation 0 due enron alternative minimum tax position e use tax benefits clear discussions city san antonio clarifications would affect value tod original message presto kevin sent saturday september 15 2001 2 41 pm curry mike lamb john payne michael lindholm tod cc murphy harlan kitchen louise subject amendment im ii ppa would like make message even clear epmi making changes amendments clarifications interpretations etc current indian mesa ii ppa therefore proposed purchaser indian mesa facility must evaluate contract based legal commercial interpretation think productive spend time discussion continue provide enron wind ppa value daily basis total shareholder value maximized proposed wind transaction sale company sale im project please feel free call discuss 713 853 5035 original message curry mike sent fri 9 14 2001 3 11 pm lamb john payne michael lindholm tod cc presto kevin murphy harlan subject amendment im ii ppa interested changes ppa changes weaken language contract us e improve aep probably asking clarifications next week vacation please address concerns absence kevin presto regards mike original message lamb john sent friday september 14 2001 10 28 curry mike cc lindholm tod payne michael godfrey jay subject amendment im ii ppa mike attached proposed amendment indian mesa ii ppa deals banking clarification section 4 04 amendments grid curtailment clarification section 5 02 amendments guaranty clarifications requested lenders section 5 05 9 03 amendments ercot amendment section 3 04 amendments discussed please note ercot restriction would permit international sales mexico would otherwise restrict epmi sales energy wind facility locations within ercot preparation draft used amendment previously sent e mail 8 22 01 e mail redline show changes banking provisions please let us know whether draft acceptable whether questions comments amendment thanks regards john