Hi Carolyn,  Here are my intial comments on the letter agreement and LLC:  1.
Will there be a second set of documents for the LLC getting the  transformer as well as the turbine?
2.
Tax liability - I think we should broaden the tax section to offload  responsibility for taxes related to the transfer and ownership of the  equipment, not just the sale.
I believe this should be a TEH responsibility.
3.
Terminology - Breakout contract should be Facility Agreement, and  commercial operations should be as defined in the Facility Agreement (a  reference is fine).
4.
Confidentiality - any reason not to have them agree to be bound by the  confidentiality provisions in the facility agreement?
If fact, please review  the confidentiality provisions in the GE agreement so that we can discuss  same.
5.
Creditworthiness - looks like we may have an issue here.
We should  specifiy that the note should be from a credit worthy entity, or guaranteed  by a credit worthy entity.
6.
Timing of delivery of contract and funding -  in discussing this matter  with our commercial lead, Ben Jacoby, he indicated that he believed that the  obligation to fund would be contemporaneous with the delivery of the facility  agreement, or stated another way, a condition precedent to the obligation to  fund as opposed to existing (as a signed document) as of the time of signing.
7.
Reps - as we discussed, Enron should rep that it has the ability to  convey the equipment, or other such language, as opposed to getting into the  nitty gritty of our financing structure.
I'm still reviewing and collecting comments, but this gives you an idea of  where we are headed.
Thanks,

Coral

Hi Carolyn, Here are my intial comments on the letter agreement and LLC: <NUMBER>.
Will there be a second set of documents for the LLC getting the transformer as well as the turbine?
<NUMBER>.
Tax liability - I think we should broaden the tax section to offload responsibility for taxes related to the transfer and ownership of the equipment, not just the sale.
I believe this should be a TEH responsibility.
<NUMBER>.
Terminology - Breakout contract should be Facility Agreement, and commercial operations should be as defined in the Facility Agreement (a reference is fine).
<NUMBER>.
Confidentiality - any reason not to have them agree to be bound by the confidentiality provisions in the facility agreement?
If fact, please review the confidentiality provisions in the GE agreement so that we can discuss same.
<NUMBER>.
Creditworthiness - looks like we may have an issue here.
We should specifiy that the note should be from a credit worthy entity, or guaranteed by a credit worthy entity.
<NUMBER>.
Timing of delivery of contract and funding - in discussing this matter with our commercial lead, Ben Jacoby, he indicated that he believed that the obligation to fund would be contemporaneous with the delivery of the facility agreement, or stated another way, a condition precedent to the obligation to fund as opposed to existing (as a signed document) as of the time of signing.
<NUMBER>.
Reps - as we discussed, <COMPANY> should rep that it has the ability to convey the equipment, or other such language, as opposed to getting into the nitty gritty of our financing structure.
I'm still reviewing and collecting comments, but this gives you an idea of where we are headed.
Thanks,
letter agreement llc broaden tax section jacoby indicated believed fund contemporaneous delivery number terminology getting nitty gritty reviewing collecting comments like issue transformer turbine equipment just sale