Whitcombe Correspondence

Fr om: Cest ari, Kennet h
To: Silver, Jonat han; Whit combe, Nicholas; Cest ari, Kennet h; Richardson, Susan
Subj ect : 50% Subsidy Lanuage
Dat e: Tuesday, February 16, 2010 11: 00: 25 PM
Jonat han - At t ached is revised language for your considerat ion. Ken
This is a 7 year old analysis of t he est imat ed risk of default for loan guarant ees t o be issued pursuant t o
legislat ion t hat was never enact ed. The analysis of t he est imat ed risk of default made cert ain
assumpt ions t hat are not germane t o t he current proj ect , which has undergone rigorous financial
analysis, is condit ioned on full regulat ory approval, uses fully licensed and evolut ionary t echnology, and
has been underwrit t en t o prot ect t axpayers. More part icularly, t he cost of t he const ruct ion of t he plant
will be recouped by it s owners from cust omers eit her t hrough t he rat e base or pursuant t o long t erm
purchase agreement s wit h credit wort hy ent it ies. The st ream of revenue from such arrangement s makes
default on t he loan guarant ee very unlikely.
I n 2009, t he CBO issued a cost est imat e for t he current program, which found t hat t he federal
government could guarant ee $18.5 billion in loans for nuclear power plant s at a cost t o t he government
of 1 percent . I n ot her words, t he CBO believes t hat wit h a 1 percent reserve, t he credit subsidy fee
paid by t he companies is adequat e t o cover financial risk.
----- Original Message -----
From: Cest ari, Kennet h
To: Silver, Jonat han
Cc: Richardson, Susan; Cest ari, Kennet h; Whit combe, Nicholas
Sent : Tue Feb 16 19: 56: 07 2010
Subj ect : Re: version 15.6
I have some suggest ions - let me get on t he comput er and send t hem t o you
From: Silver, Jonat han
To: Cest ari, Kennet h
Sent : Tue Feb 16 19: 05: 43 2010
Subj ect : Fw: version 15.6
Are you ok wit h t his language?
Jonat han Silver
Execut ive Direct or
Loan Programs
U.S. Depart ment of Energy
Jonat han.Silver@hq.doe.gov
From: Leist ikow, Dan
To: OConnor, Rod; Silver, Jonat han
Sent : Tue Feb 16 18: 57: 49 2010
Subj ect : RE: version 15.6
Just t weaked t he PPA t hing
This is a 7 year old analysis of legislat ion t hat was never enact ed, and it is not germane t o t he current
proj ect -- which has undergone rigorous financial analysis, is condit ioned on regulat ory approval, uses
proven t echnology, and set s st rict financial requirement s t o prot ect t axpayers. Furt her, t he proj ect
already has power purchasing agreement s in place. I n ot her words, ut ilit ies have signed cont ract s
agreeing t o buy power from t he plant for many years int o t he fut ure, ensuring a st ream of revenue t hat
Nick Whitcombe SACE3 1
makes default very unlikely.
-----Original Message-----
From: OConnor, Rod
Sent : Tuesday, February 16, 2010 6: 54 PM
To: Leist ikow, Dan; Silver, Jonat han
Subj ect : RE: version 15.6
How about t his....
This is a 7 year old analysis of legislat ion t hat was never enact ed, and it is not germane t o t he current
proj ect -- which has undergone rigorous financial analysis, is condit ioned on regulat ory approval, uses
proven t echnology, and set s st rict financial requirement s t o prot ect t axpayers. Furt her, t he proj ect has
cont ract s in place t hat guarant ee it s operat ional revenue st reams.
Fr om: Donovan, Nancy
To: McCrea, Jim (CONTR) ; Whit combe, Nicholas
Cc: Richardson, Susan
Subj ect : Credit Subsidy Call
Dat e: Friday, Sept ember 16, 2011 3: 04: 39 PM
Jim or Nick,
Will you be able t o be on t his call t hat was j ust opened at 3: 00. Ron and DP want t o t alk about credit
rat ings and t heir affect on Credit Subsidy. DP called me t o t alk about it . But it 's really Jim t hat is key.
Thanks,
Nancy
Nancy Donovan
At t orney-Advisor
Loan Programs Office
1000 I ndependence Ave., SW
Washingt on, DC 20585
Office: 202.287.6879
Mobile:
nancy.donovan@hq.doe.gov
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Fr om: Whit combe, Nicholas
To: Kelly, Mat t
Subj ect : Credit Subsidy
Dat e: Tuesday, December 14, 2010 10: 37: 00 AM
At t achment s: Templat e Credit Subsidy Est imat e.xls
Nicholas P. Whit combe
Depart ment of Energy
W: 202.287.5406
M: (b) (6)
Fr om: Sudi Gummi
To: Whit combe, Nicholas
Subj ect : Depart ment of Energy Loan Guarant ee Program: Sect ion 1705 Manufact uring Solicit at ion Released
Dat e: Tuesday, August 17, 2010 5: 26: 08 PM
THE DEPARTMENT OF ENERGY
Office of Public Affairs
News Media Contact: For Immediate Release:
(202) 586-4940 Thursday, August 12, 2010
Department of Energy Paves Way for Additional Clean Energy
Projects and Jobs Through Manufacturing Solicitation
Recovery Act Funds to Support New Renewable Energy Manufacturing Projects
Washington D.C. --- Energy Secretary Steven Chu announced today a new loan guarantee
solicitation for renewable energy manufacturing projects. The Commercial Technology
Manufacturing Systems and Components solicitation is supported by the American Recovery and
Reinvestment Act through Section 1705 of the Loan Guarantee Program. The solicitation will
support the deployment of renewable energy technologies that reduce greenhouse gas emissions
and help increase employment in the nations green manufacturing sector, which is part of the
Administrations long-term plan to create new green energy jobs.
The solicitation will seek applications for projects that manufacture commercial technology
renewable energy systems and components, such as wind turbine systems, blades or solar
photovoltaic components.
The Departments manufacturing solicitation will help more Americans get back to work while
accelerating economic development, said Secretary Chu. To keep pace in the global market, we
need to build and expand U.S.-based state-of-the-art manufacturing facilities.
The Department has recently implemented a number of improvements to its loan guarantee
program that will help facilitate a more efficient application process. For example, the Department
designed and organized the manufacturing solicitation to provide greater transparency into
application requirements, evaluation processes, schedules and fees. Additionally, applicants can
apply to the solicitation via the newly launched, user-friendly online application portal.
As with earlier solicitations, the manufacturing solicitation will consist of a two-step process with
rolling deadlines. The first Part I deadline is September 30, 2010, and the first Part II deadline is
November 30, 2010. Final part I applications are due November 30, 2010 and final part II
applications are due January 31, 2011. Applicants are strongly encouraged to get their applications
in early since projects must meet all statutory and regulatory requirements and commence
construction no later than September 30, 2011. The Department will make available up to $750
million to pay the credit subsidy costs of loan guarantees issued through this solicitation.
The Recovery Act created a new Section 1705 under Title XVII of the Energy Policy Act of 2005
(Title XVII) for the rapid deployment of renewable energy projects and related manufacturing
facilities, electric power transmission projects, and leading edge biofuels projects that commence
construction before September 30, 2011. This solicitation is the fourth issued in support of Section
1705. For more information on this program, please visit http://www.lgprogram.energy.gov.

The solicitation can be found at http://www.lgprogram.energy.gov/sol-08-12-10.pdf.
To: Chaudhary, Nida; Offner, Julie
Subj ect : FW:
Dat e: Monday, May 17, 2010 4: 10: 00 PM
At t achment s: Credit Subsidy Cost Est imat es.msg
See at t ached.
Sent : Friday, January 15, 2010 2: 59 PM
Cc: Cest ari, Kennet h
Subj ect :
FYI - Transmit t al emails wit h credit subsidy let t er at t ached. Enj oy t he day from t he LGPO's NJ Office.
To: Silver, Jonat han; Frant z, David; Richardson, Susan; Whit combe, Nicholas
Subj ect : Fw: Bond Buyer Art icle Feb 18, 2012 DOE Loan Guarant ee Springboard t o $2.5 Billion financing
Dat e: Sat urday, February 20, 2010 8: 57: 32 AM
At t achment s: Bond Buyer_02- 18- 10.pdf
See below - great result for MEAG -
Fr om: Fuller, Jim < j fuller@MEAGPOWER.ORG>
To: Whit combe, Nicholas; Cest ari, Kennet h
Sent : Fri Feb 19 19: 49: 59 2010
Subj ect : Bond Buyer Art icle Feb 18, 2012 DOE Loan Guarant ee Springboard t o $2.5 Billion financing
Nick and Ken,
The President's conditional loan guarantee announcement prior to the notice to the market place of the
MEAG Power financing program has been more effective marketing then anyone at MEAG Power or
Goldman could have ever imagined.
We have face to face meetings set up with the largest US domestic fixed income funds next week and
19 major investors that are requesting one on one conference calls. Goldman tell us it is very difficult to
obtain face to face meetings with the very large fund managers and they have not experienced such an
overwhelming response to a program of this type. This should be very effective in helping the Authority
in lowering the interest costs on the Project and we have much to be thankful for the DOE's assistance
in this effort.
have attached an article from page one of the Bond Buyer on Thursday which thought you may be
interested in.
Please pass along our appreciation to all of your team for their efforts over the last several months, it
seems to have put us in a very good position on our proposed financing.
Sincerely,
Jim Fuller
<<Bond Buyer_02-18-10.pdf>>
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Fr om: Silver, Jonat han
To: Frant z, David; Cest ari, Kennet h; Colyar, Kelly; Whit combe, Nicholas
Subj ect : FW: CC BOOKS FOR VOGTLE AND BRI GHTSOURCE
Dat e: Friday, December 11, 2009 12: 31: 15 PM
We need t o add a short 1-2 page execut ive summary for each of t hese t ransact ions. For t his meet ing
we will give t hem t he big binders we t ypically produce, but I want t o condense t hose in t he fut ure and
t o add an exec summary, so, let 's at least do t he summary wit h t his one.
The summary should:
proj ect t ype
t echnology
key innovat ion
descript ion of proj ect (in English)
locat ion
size (loan guarant ee request )
key part icipant s
basic deal t erms
summary economics
coverage rat ios
key assumpt ions
key risks
key mit igant s
expect ed credit subsidy score (where applicable)
As not ed, t his should not be more t han 2 pages long. I believe t his is what most of t he credit
commit t ee members and virt ually all of t he CRB members will rely on. I f you t hink I 've left anyt hing out ,
please feel free t o add, but , again, t his is short .
t hanks,
J
Kelly, we should st art somet hing similar for Bright Source
Jonat han Silver
Loan Programs
US Depart ment of Energy
1000 I ndependence Avenue, S.W.
Phone: 202-287-5900
email: j onat han.silver@hq.doe.gov
From: Vawt er, Linda
Sent : Friday, December 11, 2009 12: 12 PM
To: Miller, Neile; Huffer, Warren; Barwell, Owen; West erheim, Ove; Frant z, David; Silver, Jonat han;
Richardson, Susan; Colyar, Kelly; Seward, Lachlan
Cc: Tsai, Christ opher; Whit combe, Nicholas; Ballard, Raylene
Subj ect : CC BOOKS FOR VOGTLE AND BRI GHTSOURCE
Books are being prepared at t he moment and expect t o have t hem delivered t o you by 4pm t oday
lat est .
Many t hanks,
Linda
Linda D. Vawt er
Senior Administ rat ive Assist ant
Loan Guarant ee Program Office
1000 I ndependence Avenue
TEL: (202)586-0093
FAX: (202)586-4052
To: t dunbar@greengat ellc.com
Subj ect : FW: MEAG Model
Dat e: Monday, December 07, 2009 10: 23: 01 AM
From: Whit combe, Nicholas
Sent : Monday, December 07, 2009 10: 21 AM
To: 'j fuller@meagpower.org'
Cc: 'JBarnard@rwbeck.com'; 'RTaylor@rwbeck.com'; Travis Dunbar; 'Paul Ameer'
Subj ect : MEAG Model
Jim,
As we discussed last week, we'll ask you and RW Beck creat e / highlight sensit ivit y input s for your
model. I n order for us t o smoot hly process t he analysis and advise t he OMB (i.e credit subsidy), we'll
need a final model by Tuesday evening. Please advise if t here is anyt hing t hat would cause a delay.
Look forward t o seeing you lat er t oday.
Nick
202.287.5406
Fr om: Colyar, Kelly
Cc: "boakley@scullycapit al.com" ; "reneesass@comcast .net " ; "Sandra Claghorn " ; "Paul Barbian"
Subj ect : FW: Vogt le Updat e
Dat e: Sunday, Oct ober 18, 2009 9: 00: 42 AM
Nick,
Did we receive t he draft I E report ? Could you go ahead and circulat e t o folks?
Thanks.
From: Frant z, David
Sent : Friday, Oct ober 16, 2009 5: 07 PM
To: I sakowit z, St eve; Rogers, Mat t ; Spinner, St eve
Cc: Schult z, Douglas; Colyar, Kelly; Whit combe, Nicholas
Subj ect : FW: Vogt le Updat e
St eve,
Per your request is Nick's updat e report on Vogt le. Not e t he preliminary engr. Report will be
in cob t oday. Not e also we now have concluded prelim. Negot iat ions wit h all t hree maj or part ies and
. NERA, by t he way, is t he mkt ng consult ant which
we det ermined t o be desireable but not crit ical and t herefore t he delay will not impede t he accelerat ed
schedule.
Dave
David G. Frant z
Direct or, Loan Guarant ee Office, CF-1.3
Office: (202) 586-8361 Fax: (202) 586-7366 David.Frant z@hq.doe.gov
Sent : Friday, Oct ober 16, 2009 4: 25 PM
To: Frant z, David
Subj ect : Vogt le Updat e
Cont ract ors:
All t hird part y cont ract ors have been engaged by DOE, including MPR as t he independent engineer,
Chadborne & Parke as legal counsel and NERA Economic Consult ing as market consult ant .
MPR has provided weekly updat es t o LGPO, and will provide a preliminary report t oday, which will be an
execut ive summary of t heir findings. MPR's final report is due Oct ober 30.
NERA was issued an NTP t his week. They will focus on t he
While a NERA premiminary report will not
come for 4 weeks,
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Negot iat ions:
Georgia Power: DOE provided t erms and condit ions on Oct ober 7 and a negot iat ion meet ing was held
in DC on Oct ober 8. As an invest ment grade, regulat ed ut ilit y, Georgia Power holds t he view t hat
We advised Georgia
Power t hat our offer of
Georgia Power is also seeking clarit y on t he credit subsidy amount , and t he Loan Facilit y
Fee payable at execut ion of t he Condit ional Commit ment . The t erm sheet is being vet t ed by Sout hern
Company management , and promised t o revert a mark-up for Monday or Tuesday. We'll t hen have a
bet t er underst anding of t heir posit ion.
Oglet horpe: DOE provided t erms and condit ions on Oct ober 14, and we met wit h t hem t oday in DC.
Our proposed
However t hey are seeking clarit y on t he credit subsidy and t iming of
payment . Oglet horpe will provide a t erm sheet markup mid next week.
MEAG: DOE provided t erms and condit ions on Oct ober 15, and a DC meet ing is scheduled on Oct ober
20.
________________________________________
Office: (202) 287-5406
Cell:
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To: "boakley@scullycapit al.com" ; Colyar, Kelly
Subj ect : Fw: Vogt le
Dat e: Sunday, Oct ober 11, 2009 10: 54: 45 AM
To: 'boakley@scullycapit al.com' < boakley@scullycapit al.com>
Sent : Wed Oct 07 17: 35: 11 2009
Subj ect : Vogt le
Brian,
I underst and t hat you are assist ing Kelly C on Vogt le and she uploaded t he 3 applicat ions t o you and
some ot her info. We are working on all cylindars here - t erm sheet s, credit applicat ion document s,
cont ract ors et c. t o meet deadlines. Same st ory, client needs credit subsidy range, OMB needs complet e
package, everyt hing is work in process. Let s discuss when you get back from Guam or call.
Regards, Nick
________________________________________
Office: (202) 287-5406
Cell:
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Fr om: Fit zgerald, Pet er
To: Cest ari, Kennet h; Whit combe, Nicholas
Cc: Sigrist , Mark
Subj ect : I ssues for DOE t o Consider on GPC LGA
Dat e: Sat urday, April 30, 2011 4: 26: 13 PM
At t achment s: Final Marked Comment s 4_6 - - Agreement .doc
Final Marked Comment s 4_6 - - Exhibit A.DOC
Ken/Nick:

Set forth below are a number of issues that would benefit from your consideration prior to
our meeting on May 11th to go over GPC's comments generally (references to page numbers below
are to the pages of the attached draft LGA with GPC's comments). Note that this is not an
exhaustive list and it would be useful for you to review all of GPC's comments prior to the May
11th meeting, but these are issues that may require input /decision from others at DOE, and we
thought it would be useful to flag them now to give you some time to make some progress on
them internally prior to our May 11th meeting, if possible.

1.

2.

3.

4.
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5.

6.

7.

8.

9.

10.
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11.

12.

Let us know if you have any questions about these issues. We look forward to discussing
these issues and GPC's other comments on the LGA at our meeting on May 11th.

I will be out of the office this week on vacation, so please address any questions this week
to Mark.

Regards,

Peter

Pet er F. Fi t zger al d
Chadbour ne & Par k e LLP
1200 New Hampshire Ave N. W. , Washingt on, DC 20036
t el 202 - 974 - 5712 | f ax 202 - 974 - 6912
pfit zgerald@chadbourne. com | ht t p: / / www. chadbourne. com
vCard: ht t p: / / www. chadbourne. com/ vcard/ pfit zgerald. vcf
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in error, please notify me by replying to this message and permanently delete the original and any copy of this e-mail and any printout
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attorneys, please see our website at http://www.chadbourne.com
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To: Vawt er, Linda
Cc: Cest ari, Kennet h; Whit combe, Nicholas; Frant z, David
Subj ect : Let t er on DOE Let t erhead t o Earl Long
Dat e: Thursday, January 28, 2010 1: 36: 37 PM
At t achment s: Let t er on DOE Let t erhead t o Earl Long.docx
Linda - At t ached is a draft let t er t o Earl Long from Dave Frant z regarding credit subsidy est imat es. Can
you put it on let t erhead and t hen dist ribut e for review and concurrence. Thanks. Ken
To: Silver, Jonat han; Frant z, David; Richardson, Susan; Cest ari, Kennet h
Subj ect : OPC / MEAG
I mpor t ance: High
OPC: Credit Policy has loan applicat ion mat erials. We'll follow up wit h Q&A lat e aft ernoon.
Could act ually print and dist ribut e Wed.
MEAG: Meet t his aft ernoon and t omorrow. Big issue is
MEAG priorit ies: Term sheet , model and risk mat rix by Wed (for credit subsidy - gives 3
business days + weekend t o work up a number) Credit paper draft complet e by Fri. Cleanup of paper
over weekend. Dist ribut e Monday morning for Tuesday credit commit t ee.
202.287.5406
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Fr om: Long, Earl C.
Subj ect : RE:
Dat e: Wednesday, March 10, 2010 11: 38: 28 AM
t hanks
From: Whit combe, Nicholas [ mailt o: Nicholas.Whit combe@hq.doe.gov]
Sent : Wednesday, March 10, 2010 9: 25 AM
To: Long, Earl C.
Subj ect : RE:
Any number of reasons from looking at t he EEI present at ion, however I can't speak for t he FFB:
- RUS doesn't do const ruct ion loans
- RUS finances only 75% eligible cost s - not 100%
- RUS requires debt service reserve account s
- There are fairly high self pay credit subsidy numbers
Also, t he FFB maybe aligning t he spread t o bet t er reflect corporat e bond spreads.
Nick
From: Long, Earl C. [ mailt o: eclong@sout hernco.com]
Sent : Wednesday, March 10, 2010 9: 07 AM
Subj ect :
Can you t ell me t he reason for t he difference in spread bet ween RUS and DOE? I f not - I underst and.
Somet hing we have discussed previously.
Earl C. Long
Asst . Treasurer
Sout hern Company
30 I van Allen Jr. Boulevard
Bin 1407
At lant a, GA 30308
404-506-0783 ph
404-506-0717 fax
To: Silver, Jonat han; Cest ari, Kennet h
Cc: Pelican, Eleni
Subj ect : RE:
Dat e: Tuesday, February 16, 2010 3: 59: 00 PM
On t he phone wit h Eleni now about anot her quest ion, but she seems t o have received t he same
quest ion from Public Affairs.
Somet hing simple such as "t he DOE t oget her wit h t he OMB carefully evaluat es t he current and fut ure
credit risk of each borrower and provides an est imat ed credit subsidy cost . The DOE and OMB's j oint
discussions are act ive and product ive and have result ed in a subsidy cost t hat mit igat es t axpayer risk"
I f you want t o go furt her: "t he CBO figure was det ermined in 2003 and may have reflect ed t he market
environment at t hat t ime."
Sent : Tuesday, February 16, 2010 3: 35 PM
To: Cest ari, Kennet h; Whit combe, Nicholas
Subj ect :
I have a quest ion from a report er who want s t o t alk about t he credit default subsidy figure set for t he
Vogt le proj ect s. Sec. Chu said DOE concluded t he risk of default was far below t he 50 percent figure
t hat CBO used some years ago.
His readers have great int erest in specifically how t hat subsidy fee discussion was finally resolved.
I nput ?
Jonat han Silver
Loan Programs
Phone: 202-287-5900
To: Silver, Jonat han; Cest ari, Kennet h
Cc: Frant z, David
Subj ect : RE:
Dat e: Wednesday, January 27, 2010 11: 33: 00 AM
MEAG will go forward wit h t heir bond offering wit h or wit hout an offer, wit h t he appropriat e disclosure
language t o invest ors which summarizes t he t erm sheet .
For MEAG and OPC, since I have no insight int o t he credit subsidy, and have been inst ruct ed t o say
not hing, I can only communicat e .
Sent : Tuesday, January 26, 2010 7: 50 PM
Cc: Frant z, David
Subj ect :
I t looks like vogt le is a go from t he labor perspect ive and t he WH is t rying t o t ee up an announcement
for next week.
Where are oglet horpe and meag on t heir credit subsidies.
What do we know?
J
Jonat han Silver
Loan Programs
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Fr om: Carlson, Jaime
Subj ect : RE:
Dat e: Tuesday, Sept ember 13, 2011 12: 14: 04 PM
Let 's do 1245. See you t hen
Sent : Tuesday, Sept ember 13, 2011 11: 56 AM
To: Carlson, Jaime
Subj ect : RE:
12: 30?. We need t o map out opt ions for credit subsidy using bookends of t heir deal vs t he "ideal". I
have some ideas - and we should grab j im in advance of circulat ing t he discussion mat erials- simply
because he wont have t ime t o price - he could assign a price in bracket s aft er consult at ion.
Would like t o use our conference room in 4H-023.
From: Carlson, Jaime
Sent : Tuesday, Sept ember 13, 2011 11: 39 AM
Subj ect :
Let me know when you have t ime aft er 1220
Fr om: Frant z, David
Subj ect : RE: Credit Subsidy Cost Est imat es
Dat e: Friday, January 15, 2010 4: 10: 22 PM
Yep!
David G. Frant z
Direct or, Loan Guarant ee Office, CF-1.3
Office: (202) 586-8361 Fax: (202) 586-7366
David.Frant z@hq.doe.gov
To: Frant z, David; Cest ari, Kennet h
Subj ect : Fw: Credit Subsidy Cost Est imat es
Here we go!
From: Higgins, Bet sy < bet sy.higgins@opc.com>
Sent : Fri Jan 15 15: 11: 55 2010
Subj ect : FW: Credit Subsidy Cost Est imat es
Nick,
This subsidy amount is A LOT higher t han I was expect ing! Approximat ely $100 million! I was
expect ing somet hing around 50 bps - or around $15 million based on prior indicat ions from t he DOE. I s
it reflect ive of j ust t he up front amount or does it also include amount s t hat would be included as part
of t he spread?
Bet sy Higgins
Chief Financial Officer
Oglet horpe Power Corporat ion
2100 East Exchange Place
Tucker, GA 30084 - 5336
770-270-7168
From: Vawt er, Linda [ mailt o: Linda.Vawt er@hq.doe.gov]
To: Higgins, Bet sy
Cc: Frant z, David; Cest ari, Kennet h
Subj ect : Credit Subsidy Cost Est imat es
Linda D. Vawt er
Senior Administ rat ive Assist ant
1000 I ndependence Avenue
TEL: (202)586-0093
FAX: (202)586-4052
Fr om: Silver, Jonat han
To: Corrigan, Richard; Frant z, David
Cc: McCrea, Jim; Hulihan, Terrence; Whit combe, Nicholas
Subj ect : RE: Credit Subsidy Cost for Tit le XVI I Loan Guarant ees
Dat e: Thursday, June 24, 2010 9: 16: 34 AM
No emails on this please.
Let's get together to discuss.
Chris is out today. can do something after 2pm.

Jonathan Silver
Executive Director
Loan Programs
US Department of Energy
1000 ndependence Avenue, S.W.
Washington, DC 20585
Phone: 202-287-5900
email: jonathan.silver@hq.doe.gov

Fr om: Corrigan, Richard
Sent : Thursday, June 24, 2010 8: 44 AM
To: Silver, Jonat han; Frant z, David
Cc: McCrea, Jim; Hulihan, Terrence; Whit combe, Nicholas
Subj ect : FW: Credit Subsidy Cost for Tit le XVI I Loan Guarant ees

NEI called last night and indicated they plan to release the attached whitepaper and cover letter to
the White House and to selected members of Congress. They wanted to know if we had any
objections to or comments on the study itself that they might incorporate into the white paper.
They are looking for a response from us in the next day or so.

I had already circulated a copy of the letter to Jim, Terry and Nick. I reviewed it again last night and
except for a few nits I do not find it objectionable and,
The approach they are recommending, which when distilled to its essence, argues that different
types of credit classes have different drivers that should influence the risk profile and the pricing
for that risk. This approach is consistent with the methodology other USG guarantee programs
use for their credit subsidy calculations (OPIC, for example, has at least 4 subsidy models for
different project types and sizes).

Let me know how you would like to handle this, but I will not go back to Richard Myers until I have
heard from you.

Richard Corrigan
Senior Advisor
Department of Energy
Loan Guarantee Program
1000 Independence Ave, SW
(b) (5)
Room - 4H-023
Telephone- 202-586-0214
Fax- 202-586-4052
E-mail - richard.corrigan@hq.doe.gov
National Interest Advanced Solutions, an IBM company

Fr om: MYERS, Richard [ mailt o: rj m@nei.org]
Sent : Thursday, June 17, 2010 10: 04 AM
Cc: Frant z, David; Corrigan, Richard; 'Joe Hezir'; KASS, Leslie
Subj ect : Credit Subsidy Cost for Tit le XVI I Loan Guarant ees

Jonathan -

As you know from our previous discussions, the nuclear energy industry is concerned about a
number of issues associated with the credit subsidy cost of Title XVII loan guarantees.
Specifically, we are frustrated over the lack of transparency associated with the process of
developing the credit subsidy cost; and we are concerned about some of the key assumptions and
inputs particularly regarding probability of default and recovery rate used in the Credit
Subsidy Calculator to estimate credit subsidy costs.

In the letter attached, we propose a number of steps to improve the transparency and accuracy
of the process by which credit subsidy costs are calculated. Also attached is an advance copy of
a White Paper prepared by NEI that examines the relevant historical data on default probabilities
and recovery rates for projects like the nuclear power projects eligible for Title XVII loan
guarantees. We believe the findings in the White Paper raise questions about the assumptions
employed by the DOE and the OMB to calculate credit subsidy costs. We suspect the
assumptions on default probability and recovery rate are either unrealistic or lack a factual basis,
which inflates the calculation of credit subsidy cost well beyond the level required to compensate
the federal government for the risk taken in providing the loan guarantee.

We appreciate your consideration of these recommendations, and welcome your review of the
White Paper. We obviously intend to use the White Paper with a broader audience, and would
welcome any comments on it before we distribute it more broadly.

I will be in touch with your office next week to discuss next steps.

Regards - Richard

RICHARD J. MYERS
Vice President, Policy Development
NUCLEAR ENERGY INSTITUTE
1776 I Street N.W.
Washington, D.C. 20006
Phone: 202.739.8021
Mobile:
Fax: 202.533.0172
E-Mail: rjm@nei.org

(b) (6)

This electronic message transmission contains information from the Nuclear Energy Institute,
Inc. The information is intended solely for the use of the addressee and its use by any other
person is not authorized. If you are not the intended recipient, you have received this
communication in error, and any review, use, disclosure, copying or distribution of the
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transmission in error, please notify the sender immediately by telephone or by electronic mail
and permanently delete the original message. IRS Circular 230 disclosure: To ensure
compliance with requirements imposed by the IRS and other taxing authorities, we inform
you that any tax advice contained in this communication (including any attachments) is not
intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties
that may be imposed on any taxpayer or (ii) promoting, marketing or recommending to
another party any transaction or matter addressed herein.
-----------------------------------------------------------------------
Sent through outbound.mailwise.com
Fr om: Kelly, Mat t
Subj ect : RE: Credit subsidy model
Dat e: Tuesday, December 14, 2010 11: 48: 41 AM
I will dig t hrough t his t oday.
Sent : Tuesday, December 14, 2010 11: 25 AM
To: Kelly, Mat t
Subj ect : Credit subsidy model
Mat t ,
I played wit h t his for a bit .
Nick
W: 202.287.5406
M:
(b) (5)
(b) (6)
To: "Sigrist , Mark" ; Whit combe, Nicholas; O"Brien, Meghan
Cc: Fit zgerald, Pet er
Subj ect : RE: DOE- Vogt le/ GPC - revised draft of GPC Loan Guarant ee Agreement
Dat e: Friday, June 03, 2011 11: 00: 10 AM
Mark Many thanks. Ken

Kenneth C. Cestari
U.S. Department of Energy
1000 ndependence Avenue SW
Office - 202.287.5523
Mobile -
Kenneth.Cestari@hq.doe.gov
http://www.lgprogram.energy.gov

Fr om: Sigrist , Mark [ mailt o: MSigrist @chadbourne.com]
Sent : Friday, June 03, 2011 9: 35 AM
To: Cest ari, Kennet h; Whit combe, Nicholas; O'Brien, Meghan
Subj ect : RE: DOE-Vogt le/ GPC - revised draft of GPC Loan Guarant ee Agreement
Ken,

Per your request, I have revised the list of issues for DOE feedback that I sent you on May 24 (see
below) to include the items we flagged in footnotes in the latest draft of the GPC LGA, and any
other changes in the draft that I felt DOE would need to review and weigh in on. For items that
were already in the original list I sent on May 24, I added footnote references to the revised draft
GPC LGA, and, in some cases, I revised items to reflect updates with respect to those issues. I
thought it would make sense for you to have all of these issues in one email.

Best regards,

Mark
Fr om: Sigrist , Mark
Sent : Tuesday, May 24, 2011 5: 15 PM
To: Kennet h C. Cest ari (kennet h.cest ari@hq.doe.gov); 'O'Brien, Meghan'
Cc: Whit combe, Nicholas; Fit zgerald, Pet er; Temme, Colin
Subj ect : DOE-Vogt le/ GPC - list of DOE act ion it ems from May 19-20 meet ings

Ken, Nick and Meghan,
Below is a list of LGA issues from our May 19-20 meetings with GPC that require
further action or feedback from DOE. Please review this list and let us know DOEs
positions on these issues so we can address them properly in the next draft of the GPC
LGA.
Body of LGA
(b) (6)

1.

2.

3.

4.

5.

6.

7.

8.

9.
(b) (5)
(b) (5)
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10.
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12.

13.

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15.

16.

17.

18.

(b) (5)
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b.

19.

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21.

22.

23.

24.
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25.

26.

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28.

29.

a.
b.
Definitions

1.

2.

(b) (5)
(b) (5)
(b) (5)
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3.

4.

5.

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7.

8.

Fr om: Cest ari, Kennet h [ mailt o: Kennet h.Cest ari@hq.doe.gov]
Sent : Wednesday, June 01, 2011 11: 27 AM
To: Sigrist , Mark; Whit combe, Nicholas; O'Brien, Meghan
Subj ect : RE: DOE-Vogt le/ GPC - revised draft of GPC Loan Guarant ee Agreement
Mark Thanks for this. I will not be able to meet until the week of the 13
th
(dates that week are
subject to change depending the schedule for various CRB meetings). Also, can you extract from
the footnotes in the docs the items you need feedback from us on it will facilitate our response.
Thanks.

Kenneth C. Cestari
1000 ndependence Avenue SW
Office - 202.287.5523
Mobile -
http://www.lgprogram.energy.gov

(b) (5)
(b) (5)
(b) (5)
(b) (5)
(b) (5)
(b) (5)
(b) (6)
Sent : Tuesday, May 31, 2011 6: 16 PM
To: Cest ari, Kennet h; Whit combe, Nicholas; O'Brien, Meghan
Subj ect : DOE-Vogt le/ GPC - revised draft of GPC Loan Guarant ee Agreement
Ken, Nick and Meghan,

Attached for your review are revised drafts of the GPC Loan Guarantee Agreement and definitions
exhibit, together with blacklines showing the changes to the versions we circulated on February 9.
A couple of notes about these drafts:

1.

2.

We think it would make sense to have another meeting with you to discuss this draft, perhaps on a
day following our meetings with MEAG next Tuesday. Please let us know what day and time(s)
would work best for you.

Best regards,

Mark
Mar k Si gr i st
t el 202 - 974 - 5792 | f ax 202 - 974 - 6992
msigrist @chadbourne. com | ht t p: / / www. chadbourne. com
vCard: ht t p: / / www. chadbourne. com/ vcard/ msigrist . vcf
Please consider t he environment before print ing t his email.
thereof.
thereof.
(b) (5)
(b) (5)
Cc: Whit combe, Nicholas; Frant z, David
Subj ect : RE: From Climat eWire - - NUCLEAR: I ndust ry "renaissance" held up by fight bet ween DOE and OMB
Dat e: Thursday, February 04, 2010 11: 16: 32 AM
I mpor t ance: High
My apologies I read Jonathans email too quickly the last two emails relate to a CBO default risk
of 50% not . I will see what else I can find. Ken

Kenneth C. Cestari
Attorney Advisor
Room 4B-122
1000 Independence Avenue SW
Tel - 202.287.5523
Mobile -

Sent : Thursday, February 04, 2010 11: 15 AM
Cc: Whit combe, Nicholas; Cest ari, Kennet h; Frant z, David
Subj ect : FW: From Climat eWire -- NUCLEAR: I ndust ry 'renaissance' held up by fight bet ween DOE and
OMB
See also the text below under the heading Nuke critics press for 50% subsidy cost

Kenneth C. Cestari
Attorney Advisor
Room 4B-122
1000 Independence Avenue SW
Tel - 202.287.5523
Mobile -

Fr om: kennet h.cest ari@comcast .net [ mailt o: kennet h.cest ari@comcast .net ]
Sent : Thursday, February 04, 2010 11: 08 AM
Subj ect : From Climat eWire -- NUCLEAR: I ndust ry 'renaissance' held up by fight bet ween DOE and OMB
This ClimateWire story was sent to you by: kenneth.cestari@comcast.net
(b) (5)
(b) (6)
(b) (6)
image removed
Constellation Energy's Calvert Cliffs facility in
Maryland's Calvert County could become the site for
one of the first in an anticipated new generation of
nuclear power plants. Photo courtesy of the Nuclear
Regulatory Commission.
Personal message:
ClimateWire
AN E&E PUBLISHING SERVICE
NUCLEAR: Industry 'renaissance' held up by fight between DOE and
OMB (Monday, November 16, 2009)
Peter Behr, E&E reporter
The awards of $18.5 billion in federal loan guarantees for new nuclear plant projects remain held
up by an ongoing dispute within the Obama administration over the financial risk the new reactors
pose for the government and taxpayers, according to industry and government officials.
The struggle pits the Energy Department against the Office of Management and Budget, agencies
that have been at odds since the loan guarantee program was approved in 2005. DOE will make
the final decision on nuclear project loan guarantee requests. OMB has a pivotal say in
determining the risk of loan defaults if the projects suffer cost overruns or cannot be completed.
The risk calculation is critical to a launch of the so-
called "nuclear renaissance" because it determines
how much upfront cash the nuclear project
developer must pay to get the loan guarantee,
which can cover up to 80 percent of the multibillion-
dollar construction costs, for three of four new
reactors.
The two factors in dispute are assumptions about the risk of default and the losses the government
would suffer if it has to reimburse lenders. "DOE and OMB have been at loggerheads over what
the basic assumptions ought to be," said one senior industry executive who would not speak for
attribution because of the issue's sensitivity.
Senior OMB officials reportedly signed off on a loan fee of 1 to 2 percent of the total guarantee at
the end of the Bush administration, but the agency has reopened the issue by seeking a higher fee
now, according to sources. DOE and OMB spokespersons would not answer questions or
comment last week about the dispute.
The issue is not resolved, said Mayo Shattuck , CEO of Baltimore-based Constellation Energy,
which has applied for a reactor loan guarantee. Shattuck told a Johns Hopkins University audience
Wednesday, "if that upfront fee is really big, it's going to discourage people from wanting to take
the loan, because there's so much money going out for a plant of that size. t is a process that
we're in to get all parties to get their arms around the gap analysis."
Constellation Executive Vice President James Connaughton said that a 1 percent credit subsidy
fee would be reasonable and affordable. A 10 percent fee on an $8 billion guaranteed construction
loan would require a nuclear developer to advance $800 million in addition to raising 20 percent or
more of the project's financing as equity. At that higher fee level, nuclear projects can't go forward,
he said.
Nuke critics press for 50% subsidy cost
DOE has narrowed the initial group of potential guarantee recipients to four companies, including
Constellation's proposed third reactor at its Calvert Cliffs site in Lusby, Md., on the Chesapeake
Bay's western shore. Energy Secretary Steven Chu has said loan guarantee decisions will be
made soon, but the department has not publicly set a timetable.
Critics of nuclear power have said the proposed new reactor projects pose large if unquantifiable
risks, so the credit subsidy cost should be correspondingly high to protect taxpayers if a project
defaults before completion. The Union of Concerned Scientists and other industry critics say the
subsidy figure should be 50 percent, citing conclusions in a 2003 Congressional Budget Office
report.
ndustry officials reply that that figure is far off base. CBO's 2003 analysis did not assume that
Congress passes a cap-and-trade climate program raising the price of electricity from coal and
natural gas generators. Nor could it take account of reactor project incentives in the 2005 act -- a
federal production tax credit and a total of $2 billion in funding to cover losses if regulatory delays
cause construction budgets to escalate. These further reduce the risk of default, industry officials
say.
Risk calculations go on behind closed doors
An analysis by Standard & Poor's noted that the credit subsidy cost for Department of
Transportation highway projects is 5 percent, to cover expected loan guarantee losses. However,
unlike nuclear plants, highway projects pose no technological risks, S&P said in a report to DOE.
ndustry officials and its critics say the risk calculations are far from simple. Nuclear reactor
construction ceased in the United States after the Three Mile sland reactor accident in 1979,
making it hard to assess current construction costs.
The plants now proposed will have new designs, which are being reviewed by the Nuclear
Regulatory Commission using a new licensing process. The government's risk of loss is different
for reactor construction by regulated utilities, which can recover construction costs as the project
proceeds, than for merchant energy companies like Constellation, which will have to sell power in
competitive markets and can't charge for construction costs as they occur.
ndustry officials contend that OMB's approach appears rigid. More fundamentally, the industry and
its critics can't determine how the credit charge is being calculated because the DOE-OMB debate
is behind closed doors. "We think the recovery rate should vary from technology to technology and
should be calculated project by project," said one industry official.
"t's all behind the scenes," the official added. "t ought to be transparent. We ought to see how it's
being done, and be able to appeal, to engage with DOE and OMB in the event we don't agree with
their calculations."
The debate about the appropriate risk assessment for future nuclear plants is now the main issue
dividing nuclear power proponents and critics.
A 'last straw' for critics?
Critics "are focusing on cost rather than nuclear waste or safety, because they have basically lost
on those [latter] fronts," says Matthew Bennett, vice president for public affairs at Third Way, an
energy advocacy group that supports nuclear power. "t's the last straw" for nuclear opponents, he
said.
Ellen Vancko, nuclear and climate change manager at the Union of Concerned Scientists, said the
credit cost number Constellation seeks is far too low. "f there's truly a 1 percent risk of default, you
wouldn't need a loan guarantee in the first place," she said. "How on Earth can you suggest that
this technology could present such a low risk? The question is whether can you assess the risk at
all."
Shattuck said the administration's recent statements of support for nuclear power by President
Obama and Secretary Chu leave him hopeful that the DOE and OMB debate will come out
favorably for the industry. "They're working hard at making sure that the program that is put in
place is actually workable for the companies trying to implement it," he said.
Support for new nuclear projects has become a critical bargaining chip in the Senate climate
debate, as nuclear power supporters could provide the last of the 60 votes that are likely to be
required for passage of a Senate climate bill.
" do not think the administration will let it become a real stumbling block," Bennett said. "My strong
sense is that DOE and OMB will work it out. They will find a level that is acceptable to both sides."
But one industry source said the dispute is a major obstacle, particularly for merchant developers
like Constellation. "This is a serious issue. We're very concerned."
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To: Fox, Lucian; Ghersi, Emilio
Subj ect : RE: guideliens
Dat e: Wednesday, August 26, 2009 3: 50: 21 PM
Tons of info also in:
W: \ Underwrit ing Crit eria and Credit Subsidy Model
W: \ Policy Guidelines
From: Fox, Lucian
Sent : Wednesday, August 26, 2009 2: 32 PM
To: Ghersi, Emilio; Whit combe, Nicholas
Subj ect : RE: guideliens
Emilo-
Awesome! ! ! Thanks!
Lucian
___________________________________
Lucian Fox
Senior I nvest ment Officer
DOE Loan Guarant ee Program
1000 I ndependence Avenue, SW
(202) 287-5498
From: Ghersi, Emilio
Sent : Wednesday, August 26, 2009 2: 31 PM
To: Whit combe, Nicholas; Fox, Lucian
Subj ect : guideliens
Guys, I found t his document , I dont know how updat ed it is but we may find some answers in here,
hope it helps.
Emilio J.Ghersi
Senior I nvest ment Officer
Loan Guarant ee Program
Ph: 202-586-8595
Email: Emilio.ghersi@hq.doe.gov
Subj ect : RE: MEAG
Dat e: Friday, June 11, 2010 9: 27: 00 AM
Thanks.
Sent : Thursday, June 10, 2010 6: 22 PM
Subj ect : RE: MEAG
Talked t o him.
He want s an int ro t o OMB so he can discuss credit subsidy. I managed his expect at ions about what
would come out of a meet ing like t hat and explained t hat t here really is no fee adj ust ing now unt il t he
final close. He underst ood and has limit ed expect at ions but would st ill like an int ro, which I 'm happy t o
make.
Jonat han Silver
Loan Programs
Phone: 202-287-5900
Sent : Thursday, June 10, 2010 4: 53 PM
Cc: Ot ness, Chris
Subj ect : MEAG
Jonat han,
Bob Johnson, CEO at MEAG had called you yest erday about get t ing a visit wit h OMB.
Suggest a court esy call back, even if you cannot arrange a meet up in t he near fut ure.
Nick
W: 202.287.5406
M: (b) (6)
Subj ect : RE: MEAG Agreement
Dat e: Thursday, February 04, 2010 12: 27: 02 PM
Agreed - t he list is for JS
Kennet h C. Cest ari
At t orney Advisor
Room 4B-122
1000 I ndependence Avenue SW
Tel - 202.287.5523
Mobile -
Kennet h.Cest ari@hq.doe.gov
Sent : Thursday, February 04, 2010 12: 27 PM
Subj ect : Re: MEAG Agreement
Think you nailed it , but maybe keep it verbal only?
Sent : Thu Feb 04 12: 23: 30 2010
Subj ect : MEAG Agreement
Nick - have I omit t ed anyt hing from our conversat ion wit h MEAG of yest erday evening? Ken
MEAG Agreement s
1. DOE t o review and approve MEAG disclosures by COB Thursday, 5 Feb 2010
2. MEAG will delay it s offering unt il February 16, 2010
3. I f no condit ional commit ment by February 16, 2010, MEAG will commence it s bond offering wit h
t he full no condit ional commit ment disclosure
4. DOE will seek t o arrange a face t o face meet ing bet ween MEAG and OMB t o discuss t he credit
subsidy cost and how it was det ermined
5. A high level US Government official will not ify MEAG t hat a significant event relat ing t o Vogt le will
occur on February 16, 2010
At t orney Advisor
Room 4B-122
Tel - 202.287.5523
Mobile -
(b) (6)
(b) (6)
To: Silver, Jonat han; Whit combe, Nicholas; Frant z, David; Richardson, Susan
Subj ect : Re: MEAG st andst ill
Dat e: Monday, December 07, 2009 9: 50: 09 PM
I have a commit ment unt il 8: 40 and should be in t he office by 9: 20 AM.
At t orney Advisor
Room 4B-122
Tel - 202.287.5523
Mobile -
To: Whit combe, Nicholas; Frant z, David; Richardson, Susan; Cest ari, Kennet h
Sent : Mon Dec 07 21: 07: 54 2009
Subj ect : Re: MEAG st andst ill
Think I underst and t he issue but would like t o discuss. Have a speech at 8. Will be in by 9. Let 's set up
a call t hen.
Thanks.
Jonat han Silver
Loan Programs
To: Silver, Jonat han; Frant z, David; Richardson, Susan; Cest ari, Kennet h
Sent : Mon Dec 07 21: 02: 45 2009
Subj ect : MEAG st andst ill
We are agreeing t o go wit h t he st andst ill period which could be for a period of 20 years. Our recovery
in t he event of JEA or PowerSout h breach of ppa limit ed claims against each of JEA and Powersout h, t o
prorat a share of revenues from sale of power or aft er t he MEAG cont ract expires or t he sale of t he SPV
int erst in t he asset . MEAG can't offer any credit enhancers and underst ands t his may impact t he credit
subsidy est imat e.
We'll have t he chance t o speak wit h you a 8 am (if we aren't wit h MEAG)
(b) (6)
(b) (6)
Fr om: George, Glenn
Cc: Paul Ameer ; t dunbar@greengat ellc.com
Subj ect : RE: NERA market report comment s
Dat e: Monday, November 23, 2009 2: 15: 43 PM
Thanks, Nick, for forwarding t his mat erial and t aking t he t ime earlier
t his aft ernoon t o discuss t he Vogt le st at us more broadly.
As discussed, NERA will address t hese comment s and send a revised
(final) report by t he end of next week, which I underst and support s t he
Depart ment 's schedule wit h respect t o MEAG and Oglet horpe.
I wish you luck in dealing wit h OMB on t he credit subsidy cost issue.
Best regards,
-Glenn
_______________________________
Glenn R. George, Ph.D.
Vice President
NERA
Economic Consult ing
Two Logan Square, Suit e 800
Philadelphia, Pennsylvania 19103
Tel: 1-215-864-3861, Fax: 1-215-568-7270
Mobile:
glenn.george@nera.com
www.nera.com
_______________________________
Sent : Monday, November 23, 2009 2: 08 PM
To: George, Glenn
Cc: Paul Ameer; t dunbar@greengat ellc.com
Subj ect : NERA market report comment s
Glenn,
Please see t he at t ached comment s, t he t iming of which we discussed
earlier t oda6y.
Nick
202.287.5406
_____________________________________________________________
This e-mail and any at t achment s may be confident ial or legally privileged. I f you received t his message
in error or are not t he int ended recipient , you should dest roy t he e-mail message and any at t achment s
or copies, and you are prohibit ed from ret aining, dist ribut ing, disclosing or using any informat ion
cont ained herein. Please inform us of t he erroneous delivery by ret urn e-mail. Thank you for your
cooperat ion.
_____________________________________________________________
(b) (6)
To: Ot ness, Chris
Subj ect : RE: Nuke Deals
Dat e: Thursday, Sept ember 30, 2010 9: 25: 00 AM
You keep forgetting that there are other lawyers on the deals besides Ken. You dont need to copy
Ken for everything nuclear.

Fr om: Ot ness, Chris
Sent : Thursday, Sept ember 30, 2010 9: 01 AM
To: Cest ari, Kennet h; Fridell, Monique; Whit combe, Nicholas; Hulihan, Terrence; McCrea, Jim
Subj ect : Nuke Deals

All,

I am about to send out an invite to discuss all of the nuclear deals for 10:00am this morning. I apologize for the
late notice.

Silver is specifically looking for the following, but please come prepared to discuss the deal:

1. Briefing on the terms of each nuclear deal, especially the protections in them
2. Calculations of credit subsidy scores

Jim is going to round up all of the appropriate credit folks.

Please forward this off to anyone that needs to be added. And please let me know if you cannot make the
meeting.

Best,

Chris Otness
Loan Programs
Room: 4A-087
(O) 202.287.5900
(C) 202.525.9318
(F) 202.287.5816

Fr om: Offner, Julie
To: Whit combe, Nicholas; Chaudhary, Nida
Subj ect : RE: Oglet horpe response draft
Nick, Thanks for sharing t his. Julie
Sent : Monday, May 17, 2010 12: 14 PM
To: Offner, Julie; Chaudhary, Nida
Subj ect : FW: Oglet horpe response draft
Please see below sent last week t o Eleni.
Sent : Wednesday, May 12, 2010 11: 03 AM
To: Pelican, Eleni
Subj ect : Oglet horpe response draft
Eleni,
See below - it responds t o t hem, however, no specifics on "t he next phase".
Nick
_____________________________________________________________________________
(b) (5)
Fr om: Chaudhary, Nida
Subj ect : RE: Oglet horpe response draft
Nick, t hanks for t he draft . Do you have a copy of t he January 15t h let t er we sent t o Oglet horpe?
Sent : Monday, May 17, 2010 12: 14 PM
To: Offner, Julie; Chaudhary, Nida
Subj ect : FW: Oglet horpe response draft
Please see below sent last week t o Eleni.
Sent : Wednesday, May 12, 2010 11: 03 AM
To: Pelican, Eleni
Subj ect : Oglet horpe response draft
Eleni,
See below - it responds t o t hem, however, no specifics on "t he next phase".
Nick
_____________________________________________________________________________
(b) (5)
To: "anne.appleby@opc.com" ; "boakley@scullycapit al.com"
Subj ect : Re: OPC corporat e debt schedules
Dat e: Sunday, December 13, 2009 2: 40: 31 PM
Thanks Anne. We can chat t omarrow morning about reasoning.
Can you copy Brian on t his as well.
From: Appleby, Anne < anne.appleby@opc.com>
Cc: t dunbar@greengat ellc.com < t dunbar@greengat ellc.com> ; Paul Ameer
< pameer@greengat ellc.com> ; boakley@scullycapit al.com < boakley@scullycapit al.com> ; Wenda, Art hur
< art hur.wenda@opc.com> ; Higgins, Bet sy < bet sy.higgins@opc.com>
Sent : Sun Dec 13 14: 31: 07 2009
Subj ect : RE: OPC corporat e debt schedules
Nick,
I will at t empt t o forward in a separat e e-mail a spreadsheet t hat depict s our debt port folio as of 9-30-
09; it also includes our $400M t axable issuance dat ed November 3, 2009 also (fixed rat e coupon of
5.95%, bullet mat urit y due in 2039, I t hink) (I believe Greengat e has t his spreadsheet already alt hough
it would not show basis and spread). The only debt we have issued since t hen is $112,055,000 in t ax-
exempt pollut ion cont rol bonds ($10,940,000 of t his was a refinancing wit h $101,095,000 in "new"
money proceeds) sold on December 10t h. These are variable rat e bonds (t he rat e reset s weekly) wit h
bullet mat urit ies t hat range from 2030 - 2038. I do not recall t he init ial weekly rat e on t hese bonds and
don't have access t oday t o all t he det ails. We can incorporat e t his new t ax-exempt issuance int o t he
debt file t omorrow on a "proforma" basis.
What does t he opt ionalit y of our fut ure borrowing cost s have t o do wit h t he credit subsidy calculat ion? I
t hought t he credit subsidy calculat ion fact ored in our "risk of default " (i.e. our credit rat ing) and a
recovery rat ing (i.e. credit rat ing of ent it y t hat would st ep in if we default ed). I s OMB t rying t o assess
whet her our exposure t o variable rat e debt is reasonable? The vast maj orit y of our debt is fixed rat e
wit h average rat es in t he mid 5.0% range. We don't have a lot of float ing rat e debt and what we do
have in float ing rat es can be fixed at our opt ion (it is t ax-exempt debt which can t ypically be issued
very cheaply).
Perhaps we should have a call early t omorrow t o discuss?
Anne
P.S. I f I cannot access t he debt port folio spreadsheet t oday I will send it first t hing t omorrow morning.
________________________________
Sent : Sun 12/ 13/ 2009 12: 04 PM
To: Higgins, Bet sy; Appleby, Anne
Cc: t dunbar@greengat ellc.com; Paul Ameer; boakley@scullycapit al.com
Subj ect : OPC corporat e debt schedules
Anne / Bet sy:
We have a request for an OPC schedule of exist ing debt . Can you provide a simple spreadsheet t hat
defines issuer, dat e of issue, amount , fixed or variable rat e (basis and spread) and mat urit y t hat t ies t o
your recent 10Q and new issue.
Basically, OMB needs t o underst and opt ionalit y of fut ure borrowing cost s as it relat es t o calc of t he
credit subsidy.
I f you can provide t hat t oday, it would be of great help.
Nick
To: "anne.appleby@opc.com"
Cc: "t dunbar@greengat ellc.com" ; "pameer@greengat ellc.com" ; "boakley@scullycapit al.com" ;
"art hur.wenda@opc.com" ; "bet sy.higgins@opc.com"
Subj ect : Re: OPC corporat e debt schedules
Dat e: Sunday, December 13, 2009 2: 45: 56 PM
Thanks.
From: Appleby, Anne < anne.appleby@opc.com>
Cc: t dunbar@greengat ellc.com < t dunbar@greengat ellc.com> ; Paul Ameer
< pameer@greengat ellc.com> ; boakley@scullycapit al.com < boakley@scullycapit al.com> ; Wenda, Art hur
< art hur.wenda@opc.com> ; Higgins, Bet sy < bet sy.higgins@opc.com>
Sent : Sun Dec 13 14: 36: 53 2009
Subj ect : RE: OPC corporat e debt schedules
Nick,
Please see t he worksheet labeled "call provisions" in order t o see t he $400M t axable debt issuance sold
on November 3rd. As ment ioned in my previous e-mail, t his spreadsheet does not include t he
$112,055,000 in variable rat e t ax-exempt debt issued on December 10t h.
Please let me know if you have any quest ions.
Anne
________________________________
Sent : Sun 12/ 13/ 2009 12: 04 PM
To: Higgins, Bet sy; Appleby, Anne
Cc: t dunbar@greengat ellc.com; Paul Ameer; boakley@scullycapit al.com
Subj ect : OPC corporat e debt schedules
Anne / Bet sy:
We have a request for an OPC schedule of exist ing debt . Can you provide a simple spreadsheet t hat
defines issuer, dat e of issue, amount , fixed or variable rat e (basis and spread) and mat urit y t hat t ies t o
your recent 10Q and new issue.
Basically, OMB needs t o underst and opt ionalit y of fut ure borrowing cost s as it relat es t o calc of t he
credit subsidy.
I f you can provide t hat t oday, it would be of great help.
Nick
Fr om: Appleby, Anne
Cc: Whit combe, Nicholas; Paul Ameer ; Higgins, Bet sy
Subj ect : RE: OPC quest ions
Dat e: Monday, December 07, 2009 5: 02: 48 PM
Travis,
I will have t o research whet her we plan t o obt ain delay insurance (ot her
t han from t he licensing process) on Vogt le 3&4 and/ or whet her we have
obt ained delay insurance on any of our proj ect s over t he years. I 'll get
back t o you j ust as soon as possible; I know t ime is of t he essence.
Anne
From: Travis Dunbar [ mailt o: t dunbar@greengat ellc.com]
Sent : Monday, December 07, 2009 4: 29 PM
To: Appleby, Anne
Cc: Nick Whit combe; Paul Ameer; Higgins, Bet sy
Subj ect : Re: OPC quest ions
Anne -
1. Thank you.
2. Our quest ion was broader t han j ust in respect of delays result ing
from t he licensing process. We were t hinking of delays from any cause
(e.g., due t o const ruct ion rework). I f OPC has not reached a decision on
DSU insurance Vogt le 3&4 in part icular, can you comment on OPC's
pract ice for past development s?
Best regards.
Travis
Appleby, Anne wrot e, on 12/ 7/ 2009 3: 16 PM:
> Travis,
>
> Below please find responses t o t hese t wo quest ions (I will send a
> separat e e-mail wit h responses t o t he ot her t wo quest ions):
>
> Quest ion # 1 - we will collect MFI associat ed wit h secured debt
(t axable,
> DOE, and RUS) issued for t hese fut ure generat ion resources on a
current
> basis. This is consist ent wit h t he financial model t hat you have been
> provided.
>
> Quest ion # 2 - OPC plans t o part icipat e in t he filing of an applicat ion
> for a Condit ional St andby Support Agreement in accordance wit h Sect ion
> 638 of t he Energy Policy Act of 2005 relat ive t o t he proposed Vogt le
> Elect ric Generat ing Plant , Unit s 3& 4. This applicat ion will be
> submit t ed by Sout hern Nuclear Operat ing Company on behalf of Georgia
> Power Company for it self and as agent for Oglet horpe, MEAG and The
Cit y
> of Dalt on. I t is our underst anding t hat unt il t he DOE and OMB agree on
a
> credit subsidy model for t he est imat ed cost of t he Condit ional
> Agreement , t he DOE is not accept ing applicat ions for Condit ional
> Agreement s.
>
> Regards, Anne
>
>
> -----Original Message-----
> From: Travis Dunbar [ mailt o: t dunbar@greengat ellc.com]
> Sent : Sat urday, December 05, 2009 6: 28 PM
> To: Appleby, Anne
> Cc: Nick Whit combe; Paul Ameer
> Subj ect : OPC quest ions
>
> Anne - Two it ems:
>
> 1. Following up our 30 Nov phone call regarding MFI : On t he call,
t here
> was some uncert aint y bet ween you and Art concerning MFI , if it would
> always be collect ed from Members on a current basis, regardless of
> whet her int erest was being paid on a current basis or capit alized.
Have
> you been able t o resolve t hat quest ion?
>
> 2. Does OPC int end t o procure delay in st art up insurance for Vogt le
> Unit s 3 and 4?
>
> Thank you.
> Travis
>
>
To: "t dunbar@greengat ellc.com"
Cc: "pameer@greengat ellc.com"
Subj ect : Re: OPC Vogt le - Capit alized int erest
Dat e: Thursday, November 12, 2009 7: 55: 40 AM
I t s a fair request of someone seeking t his amount , . Ult would get
it when act ually is reviewed at OMB.
From: Travis Dunbar < t dunbar@greengat ellc.com>
Cc: Paul Ameer < pameer@greengat ellc.com>
Sent : Thu Nov 12 04: 54: 34 2009
Subj ect : Re: OPC Vogt le - Capit alized int erest
Nick -
OPC has asked before about t he effect on t he credit subsidy cost of
capit alizing int erest vs paying on a current basis, so I wouldn't be
surprised if t hey raised it again t his morning. Not t his morning, but at
some point , would it be possible for t hem t o see t wo credit subsidy
est imat es, based on t he different approaches t o I DC?
Thanks.
Travis
Whit combe, Nicholas wrot e, on 11/ 11/ 2009 1: 40 PM:
> 8: 30 is ok
>
> From: Paul Ameer [ mailt o: pameer@greengat ellc.com]
> Sent : Wednesday, November 11, 2009 1: 40 PM
> To: Whit combe, Nicholas
> Cc: t dunbar@greengat ellc.com
> Subj ect : FW: OPC Vogt le - Capit alized int erest
>
> Nick, seems t o me you should be on t he call - we can reschedule as nec.
> Paul
>
> Sent : Wednesday, November 11, 2009 1: 34 PM
> To: Appleby, Anne
> Cc: Nick Whit combe; Paul Ameer; Higgins, Bet sy; Hanus, Michelle; Hume,
> Rich
> Subj ect : Re: OPC Vogt le - Capit alized int erest
>
> Anne -
>
> Let 's plan for 0830. I n case ot hers would like t o j oin in, we can use a
> conference line: 800.704.9804, PI N 875522#
>
> Thanks.
> Travis
>
>
(b) (5)
> Appleby, Anne wrot e, on 11/ 11/ 2009 12: 29 PM:
>
> > Travis,
> >
> > Are you available for a conference call t omorrow morning anyt ime
> > bet ween 8: 30 - 10: 30 t o discuss t his wit h me, Rich Hume and Michelle
> > Hanus? I t hink t hat would be more expedit ious t han our t rying t o
> > explain via e-mail how we might address t he issue of capit alized
> >
> int erest .
>
> > Thanks, Anne
> >
> > -----Original Message-----
> > From: Travis Dunbar [ mailt o: t dunbar@greengat ellc.com]
> > Sent : Tuesday, November 10, 2009 5: 55 PM
> > To: Higgins, Bet sy; Appleby, Anne
> > Cc: Nick Whit combe; Paul Ameer
> > Subj ect : OPC Vogt le - Capit alized int erest
> >
> > Bet sy, Anne -
> >
> > We'd like t o clarify t he t reat ment of int erest for OPC's Guarant eed
> > Obligat ion, as t here appears t o be a disconnect bet ween t he summary of
> >
>
>
> > eligible cost s and t he disbursement and amort izat ion schedule, bot h
> > sent
> >
> > yest erday and at t ached.
> >
> > The disbursement and amort izat ion schedule shows only "I nt erest
> > Payment s", wit h no "Capit alized I nt erest ". However, draws are based on
> >
>
>
> > eligible cost s t hat include int erest during const ruct ion (I DC).
> > I nclusion of t hose cost s means t hat 70% of int erest is being
> > capit alized
> >
> > ont o t he Guarant eed Obligat ion.
> >
> > This could be resolved in t wo ways:
> >
> > 1. Move 70% of int erest from "I nt erest Payment s" t o "Capit alized
> > I nt erest " on t he disbursement and amort izat ion schedule. As int erest
> > is already included in t he eligible cost s support ing t he draw
> > schedule, t he
> >
> > "Draws" would need t o be reduced by t he amount of t he Capit alized
> > I nt erest , so t hat t he aggregat e advances under t he Guarant eed
> > Obligat ion
> >
> > were unchanged.
> >
> > 2. Remove I DC from eligible cost s, wit h a corresponding revision of
> > t he disbursement and amort izat ion schedule. All I DC on t he t he
> > disbursement and amort izat ion schedule would be "I nt erest Payment s".
> >
> > This is not meant t o force a final decision on OPC's approach under
> > t he Guarant eed Obligat ion. Rat her, we j ust need t o ensure t hat t he
> > financing
> >
> > analysis is int ernally consist ent .
> >
> > Please feel free t o cont act us if you'd like t o discuss t his furt her.
> >
> > Thank you.
> > Travis
> >
> >
> >
>
> __________ I nformat ion from ESET NOD32 Ant ivirus, version of virus
> signat ure dat abase 4597 (20091111) __________
>
> The message was checked by ESET NOD32 Ant ivirus.
>
> ht t p: / / www.eset .com
>
>
>
>
> __________ I nformat ion from ESET NOD32 Ant ivirus, version of virus
> signat ure dat abase 4597 (20091111) __________
>
> The message was checked by ESET NOD32 Ant ivirus.
>
> ht t p: / / www.eset .com
>
>
>
>
Subj ect : Re: Pre- Col finance
Dat e: Thursday, Sept ember 17, 2009 9: 09: 13 AM
Terms for pre-col are pursuant to the origination team's negotiations. We may require a cp to
disbursement on the construction phase to be maintainence or improvement of credit rating from time
of closing for projects that have a project finance structure post col. Basic framework is that subsidy is
due in full upfront. Dick has been working on what is eligible cost. Beyond that, standard underwriting
requirements apply. What else can answer?
To: Colyar, Kelly
Sent : Thu Sep 17 09: 00: 35 2009
Subj ect : RE: Pre-Col finance
n general "what are the terms". The term sheets and amort schedules reflect pre COL.
Sent : Thursday, Sept ember 17, 2009 8: 56 AM
Subj ect : Re: Pre-Col finance
Nick,
What exactly is their question?
Thanks.
To: Corrigan, Richard; Colyar, Kelly; 'boakley@scullycapit al.com' < boakley@scullycapit al.com> ;
'ant hony.curcio@summit llc.us' < ant hony.curcio@summit llc.us>
Cc: Fridell, Monique; Miller, Bill; Hulihan, Terrence; Ghersi, Emilio; Schmit zer, David; St amos, John;
Schult z, Douglas; Salt iel, David
Sent : Thu Sep 17 08: 51: 11 2009
Thanks Dick. The Vogtle 3&4 borrowers have all formally requested pre COL, and they deserve a
cogent and immediate response. Nick.
Sent : Wednesday, Sept ember 16, 2009 7: 22 PM
To: Colyar, Kelly; 'boakley@scullycapit al.com'; 'ant hony.curcio@summit llc.us'
Cc: Fridell, Monique; Whit combe, Nicholas; Miller, Bill; Hulihan, Terrence; Ghersi, Emilio; Schmit zer,
David; St amos, John; Schult z, Douglas; Salt iel, David
f those are finalized general rules of engagement it might(b) (5)
.
think it would be worthwhile to brief the SOs now so they can have substantive discussions early on re
options for the borrowers to obtain pre-COL finance from other sources. Also moving quickly to pre-
COL finance given the above terms
'd suggest a briefing earlier rather than later so the SOs can make it clear to the
client what the general ground rules are, the rest is just details.
To: Corrigan, Richard; 'boakley@scullycapit al.com'; 'ant hony.curcio@summit llc.us'
David; St amos, John; Schult z, Douglas; Salt iel, David
Subj ect : Re: Pre-Col finance
Dick,
We did indeed have a kick off meeting with OMB, but only on high level concepts. We have a lot of
work to do to get final agreement on details. 'd be glad to do a briefing, but generally, there isn't a lot
of information at this point.
As you know,
. Discussions
now are only focused on how to execute (.e, how to combine different credit/recovery profiles into one
blended cashflow). These profiles could well be very different between the pre-col and construction
phases.
recommend we have a briefing after we have additional information that might be useful.
Make sense?
To: Colyar, Kelly; 'Brian Oakley' < boakley@scullycapit al.com> ; 'Ant hony Curcio'
< ant hony.curcio@summit llc.us>
David; St amos, John; Schult z, Douglas
Sent : Wed Sep 16 18: 22: 17 2009
Subj ect : Pre-Col finance
How did the meeting w OMB go last Thursday? Would you have some time to brief the SOs working
on the nuclear projects as to proposed structure acceptable to OMB. This will be useful in their being
able to explain pre-COL finance possibilities and constraints to prospective borrowers as they do kickoff
meetings.
(b) (5)
(b) (5)
(b) (5)
Fr om: Travis Dunbar
To: Sandra Claghorn
Cc: Paul Barbian; Whit combe, Nicholas; pameer@greengat ellc.com
Subj ect : Re: Quest ions on MEAG Model
Nick request ed t he schedules from MEAG yest erday.
Best regards.
Travis
Sandra Claghorn wrot e, on 12/ 14/ 2009 11: 28 AM:
> Perfect - t hanks. I will go back t hrough t he model t his aft ernoon.
>
> On anot her not e, do we have amort izat ion schedules for t he 3 deals?
> We will need t hem for t he credit subsidy calculat ion.
>
> Thanks again-
> Sandy
>
>
>
> Sandra Claghorn
> TMS Consult ant - LGPO
> Credit Policy
>
> phone: 646-823-6564
> email: sandra.claghorn < mailt o: sandra.claghorn >
>
>
>
>
>
>
> > Dat e: Mon, 14 Dec 2009 10: 06: 05 -0500
> > From: t dunbar@greengat ellc.com
> > To: sandra.claghorn
> > CC: ; nicholas.whit combe@hq.doe.gov;
> pameer@greengat ellc.com; dbowers@greengat ellc.com
> > Subj ect : Re: Quest ions on MEAG Model
> >
> > Sandy -
> >
> > Concerning t he st ruct ure of t he MEAG financial model, t he "deals" are
> >
.
> >
> > Each "deal" under t he DOE facilit y (somet imes called "SPV Debt " in t he
> > model) represent s a quart erly advance under t he FFB facilit y. I suspect
> > t hat MEAG's analyst s set up t his st ruct ure t o look like t he bond
> > financing st ruct ure, as it 's not how we t ypically see a bank facilit y
> > modeled. But t racking t he calculat ions t hrough t he model, each advance
> > reflect s t he previous quart er's const ruct ion and int erest cost s (plus
(b) (5)
(b) (6)
(b) (6) (b) (6)
(b) (6)
> > funding t he DSRA in t he final quart er), as one would expect .
> >
> > We underst and t hat FFB effect ively t reat s each advance as a separat e
> > obligat ion, wit h it s own rat e and repayment schedule. So t his view of
> > t he Guarant eed Obligat ion, as an aggregat ion of "deals", may in fact be
> > more accurat e t han t he t ypical set up.
> >
> > Best regards.
> > Travis
> >
> >
> > Sandra Claghorn wrot e, on 12/ 13/ 2009 4: 07 PM:
> > > Travis-
> > > I was hoping you could help me t o bet t er underst and t he MEAG
> operat ing
> > > model. I n t he model, t here are 4 "deals" modeled wit hin each SPV.
> > > They appear t o be t ime t ranched. What is t he purpose of t his and why
> > > is t he DOE debt split int o different deals wit hin t he SPV?
> > >
> > > Also, should we expect t o see a DSCR on t his deal? Or is it
> > > irrelevant since t he cash flows are sized exact ly t o cover cost s?
> > >
> > > Thanks for your help. I 'm around all day t omorrow if you would like
> > > t o discuss.
> > >
> > > Sandy
> > >
> > >
> > >
> > > Sandra Claghorn
> > > TMS Consult ant - LGPO
> > > Credit Policy
> > >
> > > phone: 646-823-6564
> > > email: sandra.claghorn
> < mailt o: sandra.claghorn
> > >
> > >
> > >
> > >
> > >
> > >
> > > > Dat e: Wed, 2 Dec 2009 18: 49: 15 -0500
> > > > From: t dunbar@greengat ellc.com
> > > > To: sandra.claghorn ; ;
> > > boakley@scullycapit al.com; kelly.colyar@hq.doe.gov;
> reneesass@comcast .net
> > > > CC: nicholas.whit combe@hq.doe.gov; pameer@greengat ellc.com
> > > > Subj ect : Re: Credit Policy OPC Call
> > > >
> > > > Please find at t ached t he OPC form of wit hdrawal agreement .
> > > >
> > > > Best regards.
> > > >
> > > > Travis Dunbar
> > > > Greengat e LLC
> > > > + 1.202.887.8250
> > > > t dunbar@greengat ellc.com
> > > >
> > > >
(b) (6)
(b) (6)
(b) (6)
(b) (6)
> > > > Sandra Claghorn wrot e, on 12/ 2/ 2009 3: 10 PM:
> > > > >
> > > > > All-
> > > > > Just t o avoid confusion, here are t he last out st anding credit
> > > > > quest ions on OPC for t oday's discussion.
> > > > >
> > > > > Thx-
> > > > > Sandy
> > > > >
> > > > >
> > > > > Sandra Claghorn
> > > > > TMS Consult ant - LGPO
> > > > > Credit Policy
> > > > >
> > > > > phone: 646-823-6564
> > > > > email: sandra.claghorn
> > > < mailt o: sandra.claghorn >
> > > > >
> > > > >
> > > > >
> > > > >
> > > > >
> > > > >
> > > > > > Dat e: Wed, 2 Dec 2009 11: 02: 34 -0500
> > > > > > From: t dunbar@greengat ellc.com
> > > > > > To: Nicholas.Whit combe@hq.doe.gov
> > > > > > CC: sandra.claghorn ; ;
> > > > > boakley@scullycapit al.com; Kelly.Colyar@hq.doe.gov;
> > > > > reneesass@comcast .net ; pameer@greengat ellc.com
> > > > > > Subj ect : Re: Credit Policy OPC Call
> > > > > >
> > > > > > We can use t he Greengat e conference line for t his call:
> > > 800.704.9804,
> > > > > > PI N 875522#
> > > > > >
> > > > > > Best regards.
> > > > > > Travis
> > > > > >
> > > > > >
> > > > > > Whit combe, Nicholas wrot e, on 12/ 1/ 2009 8: 09 PM:
> > > > > > >
> > > > > > > When: Wednesday, December 02, 2009 3: 00 PM-4: 00 PM (GMT-05: 00)
> > > > > East ern
> > > > > > > Time (US & Canada).
> > > > > > >
> > > > > > > Where: Call in det ails t o follow
> > > > > > >
> > > > > > > Not e: The GMT offset above does not reflect daylight
> saving t ime
> > > > > > > adj ust ment s.
> > > > > > >
> > > > > > > * ~ * ~ * ~ * ~ * ~ * ~ * ~ * ~ * ~ *
> > > > > > >
(b) (6)
(b) (6)
(b) (6)
(b) (6)
To: "Gordon, Lee" ; Alexander, Todd E.
Cc: Cest ari, Kennet h; Fit zgerald, Pet er
Subj ect : RE: Revised GPC Term Sheet
Dat e: Thursday, November 12, 2009 4: 48: 47 PM
of eligible subj ect t o $ max. Not $
Background is t hat it s t he exact amount t hat will be sent in an OMB t ransmit t al for t he credit subsidy
calc.
From: Gordon, Lee [ mailt o: LGordon@chadbourne.com]
Sent : Thursday, November 12, 2009 4: 39 PM
To: Whit combe, Nicholas; Alexander, Todd E.
Nick:
Are you suggest ing t hat we go back t o $ (The t erm sheet uses $ as a cap,
wit h t he act ual amount being t he lesser of $ or of Eligible Proj ect Cost s.) Please let
me know and I will include your change in t he draft t erm sheet t hat I am about t o circulat e t o t he
group.
Thanks,
Lee
* * * * * * * * * * * * * * * * * * * *
To: Whit combe, Nicholas; Alexander, Todd E.; Gordon, Lee
To t hat end, eit her we have a cap of $ BN or t he proj ect ed number t hey show. I t may be a
program issue based on t heir applicat ion and t he specific dollar amount t hey asked for.
To: 'Alexander, Todd E.'; Gordon, Lee
I m ok but Ken may want t o read again. One nit , t he has t he GO as $ I t really is a
specific dollar amount based on t heir amort schedule. The amount is $
From: Alexander, Todd E. [ mailt o: TAlexander@chadbourne.com]
(b) (5)
(b) (5) (b) (5)
(b) (5) (b) (5)
(b) (5)
(b) (5)
(b) (5)
(b) (5)
(b) (5)
To: Whit combe, Nicholas; Gordon, Lee
Nick,
We will revise t he t erm sheet t his aft ernoon.
Do does DOE want t o review it one last t ime before it goes t o GPC?
Todd
Todd E. Alexander
Chadbourne & Parke LLP
30 Rockefeller Plaza, New York, NY 10112 t el 212-408-5100 direct t el
212-408-5269 fax 212-541-5369 direct fax 646-710-5269 t alexander@chadbourne.com
To: Gordon, Lee
Cc: Cest ari, Kennet h; Fit zgerald, Pet er; Alexander, Todd E.
I spoke wit h FFB. Sect ion 10, second paragraph should read different .
The FFB language re credit subsidy is ok
Subj ect : FW: Revised GPC Term Sheet
Nick:
Can you please confirm whet her, in Sect ions 12 and 13 of t he at t ached, each of t he 80% loan facilit y
fee, t he init ial maint enance fee and t he Credit Subsidy Cost are payable by GPC upon execut ion of t he
Definit ive Agreement s or upon t he first disbursement of funds (e.g., t he Financial Closing Dat e) ? We
would like t o ensure t hat t he t iming for payment of t hese fees conforms t o DOE policy.
Thanks,
Lee
(b) (5)
________________________________
From: Gordon, Lee
Sent : Wednesday, November 11, 2009 11: 23 PM
To: 'Cest ari, Kennet h'; Whit combe, Nicholas; 'Frant z, David'; 'Richardson, Susan'
Cc: Paul Ameer; Travis Dunbar; Fit zgerald, Pet er; Alexander, Todd E.
Subj ect : Revised GPC Term Sheet
All:
At t ached please find a revised draft of t he GPC t erm sheet , as well as a blackline marked against GPC's
comment s of 11/ 10. Please let us know if you have any comment s or would like t o discuss t he
at t ached.
Regards,
Lee
K. Lee Gordon
30 Rockefeller Plaza, New York, NY 10112 t el 212-408-5140 | fax 646-710-5140
lgordon@chadbourne.com< mailt o: lgordon@chadbourne.com> |
ht t p: / / www.chadbourne.com< ht t p: / / www.chadbourne.com/ >
vCard: ht t p: / / www.chadbourne.com/ vcard/ lgordon.vcf
________________________________
This e-mail, and any at t achment s t heret o, is int ended only for use by t he addressee(s) named herein
and may cont ain legally privileged and/ or confident ial informat ion. I f you are not t he int ended recipient
of t his e-mail, you are hereby not ified t hat any disseminat ion, dist ribut ion or copying of t his e-mail, and
any at t achment s t heret o, is st rict ly prohibit ed. I f you have received t his e-mail in error, please not ify me
by replying t o t his message and permanent ly delet e t he original and any copy of t his e-mail and any
print out t hereof.
For addit ional informat ion about Chadbourne & Parke LLP and Chadbourne & Parke, a mult inat ional
part nership, including a list of at t orneys, please see our websit e at ht t p: / / www.chadbourne.com
print out t hereof.
print out t hereof.
Fr om: Gordon, Lee
Thanks Nick.
* * * * * * * * * * * * * * * * * * * *
To: Gordon, Lee
20% of Loan Facilit y Fee paid when GPC signs condit ional commit ment
The remaining 80% of t he Loan Facilit y Fee is paid at financial closing
(earlier if t hey want by why would t hey)
The Maint enance Fee is paid at financial close and t hen every year on
t he anniversary dat e
The Credit Subsidy Fee is paid at financial close
Nick:
Can you please confirm whet her, in Sect ions 12 and 13 of t he at t ached,
each of t he 80% loan facilit y fee, t he init ial maint enance fee and t he
Credit Subsidy Cost are payable by GPC upon execut ion of t he Definit ive
Agreement s or upon t he first disbursement of funds (e.g., t he Financial
Closing Dat e) ? We would like t o ensure t hat t he t iming for payment of
t hese fees conforms t o DOE policy.
Thanks,
Lee
________________________________
From: Gordon, Lee
To: 'Cest ari, Kennet h'; Whit combe, Nicholas; 'Frant z, David';
'Richardson, Susan'
All:
At t ached please find a revised draft of t he GPC t erm sheet , as well as a
blackline marked against GPC's comment s of 11/ 10. Please let us know if
you have any comment s or would like t o discuss t he at t ached.
Regards,
Lee
K. Lee Gordon
30 Rockefeller Plaza, New York, NY 10112 t el 212-408-5140 | fax
646-710-5140 lgordon@chadbourne.com< mailt o: lgordon@chadbourne.com> |
________________________________
This e-mail, and any at t achment s t heret o, is int ended only for use by
t he addressee(s) named herein and may cont ain legally privileged and/ or
confident ial informat ion. I f you are not t he int ended recipient of t his
e-mail, you are hereby not ified t hat any disseminat ion, dist ribut ion or
copying of t his e-mail, and any at t achment s t heret o, is st rict ly
prohibit ed. I f you have received t his e-mail in error, please not ify me
by replying t o t his message and permanent ly delet e t he original and any
copy of t his e-mail and any print out t hereof.
For addit ional informat ion about Chadbourne & Parke LLP and Chadbourne &
Parke, a mult inat ional part nership, including a list of at t orneys,
please see our websit e at ht t p: / / www.chadbourne.com
print out t hereof.
To: "Gordon, Lee" ; Cest ari, Kennet h; Frant z, David; Richardson, Susan
Cc: "Paul Ameer" ; "Travis Dunbar" ; Fit zgerald, Pet er; Alexander, Todd E.
I dont have any comment s.
Just spoke wit h St even Nicholas at Sout hern and he will send Schedule I .
To: Cest ari, Kennet h; Whit combe, Nicholas; Frant z, David; Richardson, Susan
Cc: 'Paul Ameer'; 'Travis Dunbar'; Fit zgerald, Pet er; Alexander, Todd E.
All:
At t ached please find a revised draft of t he t erm sheet , as well as t wo blacklines: t he first marked
against GPC's comment s of 11/ 10 and t he second marked against t he C&P draft of 11/ 11.
There are t wo import ant point s t hat require confirmat ion by DOE: (i) we have included language in t he
at t ached t hat clarifies t hat once an Advance has been made, t he Borrower can convert t he int erest rat e
applicable t o t hat Advance from t ime t o t ime from fixed t o float ing, and back (please confirm whet her
t his is correct ); and (ii) our underst anding is t hat fees such as t he 80% of t he loan facilit y fee and t he
Credit Subsidy Cost are payable on t he dat e of t he init ial Advance, as opposed t o t he dat e of execut ion
of t he Definit ive Agreement s (please confirm whet her t his is correct ).
I n addit ion, if anyone has any furt her comment s, please let me know.
Regards,
Lee
K. Lee Gordon
________________________________
print out t hereof.
(b) (5)
To: "Alexander, Todd E."
yes
From: Alexander, Todd E. [ mailt o: TAlexander@chadbourne.com]
To: Whit combe, Nicholas; Gordon, Lee
Nick,
Based on your email below,
Todd E. Alexander
30 Rockefeller Plaza, New York, NY 10112 t el 212-408-5100 direct t el 212-408-5269 fax 212-541-
5369 direct fax 646-710-5269 t alexander@chadbourne.com
To: Gordon, Lee
I spoke wit h FFB. Sect ion 10, second paragraph should read different .
The FFB language re credit subsidy is ok
Nick:
Can you please confirm whet her, in Sect ions 12 and 13 of t he at t ached, each of t he 80% loan facilit y
(b) (5)
(b) (5)
fee, t he init ial maint enance fee and t he Credit Subsidy Cost are payable by GPC upon execut ion of t he
Definit ive Agreement s or upon t he first disbursement of funds (e.g., t he Financial Closing Dat e) ? We
would like t o ensure t hat t he t iming for payment of t hese fees conforms t o DOE policy.
Thanks,
Lee
________________________________
From: Gordon, Lee
To: 'Cest ari, Kennet h'; Whit combe, Nicholas; 'Frant z, David'; 'Richardson, Susan'
All:
At t ached please find a revised draft of t he GPC t erm sheet , as well as a blackline marked against GPC's
comment s of 11/ 10. Please let us know if you have any comment s or would like t o discuss t he
at t ached.
Regards,
Lee
K. Lee Gordon
________________________________
print out t hereof.
print out t hereof.
Fr om: O"Brien, Meghan
Subj ect : RE: Vogt le - Closing Procedures and Closing Cert ificat e
Dat e: Friday, Oct ober 14, 2011 10: 42: 30 AM
At t achment s: Closing Procedures Memo v6 (7- 11- 11) (DRAFT).docx
Closing Cert ificat e July 19 2010 (2).docx
Of course, 've reattached the memo in case it didn't come through in the original email there's also
a memo Roger wrote that gets more technical on the credit side, let me know if you want that one as
well.

Sent : Friday, Oct ober 14, 2011 10: 30 AM
To: O'Brien, Meghan
Can I get a peek?

Fr om: Fit zgerald, Pet er [ mailt o: PFit zgerald@chadbourne.com]
To: O'Brien, Meghan; Sigrist , Mark; Temme, Colin
Cc: Cest ari, Kennet h; Whit combe, Nicholas; Alcala, Marissa
Meghan:

This extremely helpful. Thanks,

Peter

Pet er F. Fi t zger al d
t el 202 - 974 - 5712 | f ax 202 - 974 - 6912
pfit zgerald@chadbourne. com | ht t p: / / www. chadbourne. com
vCard: ht t p: / / www. chadbourne. com/ vcard/ pfit zgerald. vcf
Fr om: O'Brien, Meghan [ mailt o: Meghan.O'Brien@Hq.Doe.Gov]
To: Fit zgerald, Pet er; Sigrist , Mark; Temme, Colin
Cc: Cest ari, Kennet h; Whit combe, Nicholas; Alcala, Marissa
Subj ect : Vogt le - Closing Procedures and Closing Cert ificat e
Peter,

As discussed yesterday, attached is a draft internal document that put together which summarizes
some of our internal DOE closing mechanics. t is out of date and only a rough draft, but it may be
helpful in providing an overview of the typical internal process we go through to get to close. We've
not yet closed a 1703 deal so, to the extent some procedures are different for 1703 (receiving the OMB
certification, payment by the borrower of the credit subsidy, etc.), those are not yet reflected in the
memo.

Also attached is a draft of the document that Credit uses to do the term sheet/final documents
crosswalk. This document is an internal DOE document and is referred to throughout the memo as the
"closing certificate.

Thanks,
Meghan

Meghan O'Brien
Attorney Advisor
Loan Programs Office
1000 ndependence Avenue, SW
Office: (202) 287-6645
Email: meghan.o'brien@hq.doe.gov

thereof.
Fr om: Appleby, Anne
Cc: Whit combe, Nicholas; Paul Ameer ; Higgins, Bet sy; Mike Azar ; Hume, Rich; Hanus, Michelle
Subj ect : RE: Vogt le - Quest ions for OPC
Dat e: Tuesday, November 03, 2009 4: 28: 30 PM
Travis,
The call-in number for t omorrow's 9: 00 a.m. discussion is as follows:
1-800-335-2345
Passcode: 6332#
Conference host : Anne Appleby
Joining me on t he call will be Rich Hume (from our Financial Planning
group) and Michelle Hanus (from our Finance group).
Thanks, Anne
From: Appleby, Anne
Cc: Nick Whit combe; Paul Ameer; Higgins, Bet sy; Mike Azar
Great - we are all set for a call at 9: 00 on Wednesday. I will forward a
call-in number t omorrow.
Thanks, Anne
To: Appleby, Anne
Subj ect : Re: Vogt le - Quest ions for OPC
0900 is fine for me.
Thanks.
Travis
> Travis,
>
> Sorry t o be slow t o respond. Would 9: 00 a.m. on Wednesday work for
you?
> One of t he Oglet horpe people needed on t he call is not available at
> 10: 00.
>
> I 'll arrange a call-in number once we set t le on a t ime.
>
> Thanks, Anne
>
> Sent : Friday, Oct ober 30, 2009 6: 13 PM
> To: Appleby, Anne
> Cc: Nick Whit combe; Paul Ameer; Higgins, Bet sy; Mike Azar
> Subj ect : Re: Vogt le - Quest ions for OPC
>
> Anne -
>
> Wednesday would be fine. Can I suggest 10: 00? My schedule is flexible,
> so please let me know if anot her t ime would be bet t er.
>
> Have a good closing.
>
> Travis
>
>
>
> > Travis,
> >
> > We are moving forward t o incorporat e 2009 int o t he financial model
but
> > t he incorporat ion of 2008 is a lit t le more challenging. I t hink a
> > conference call next week would be very helpful so t hat we can
discuss
> > t he financial model and your quest ion regarding capit alized int erest
> >
> in
>
> > t he draw schedule.
> >
> > We are closing on our $400 million t axable deal (for t he Vogt le
> >
> proj ect )
>
> > on Monday and Tuesday so a call on Wednesday would work best for
> > Oglet horpe; would t hat work for you?
> >
> > Thanks, Anne
> >
> > Sent : Thursday, Oct ober 29, 2009 3: 48 PM
> > To: Appleby, Anne
> > Cc: Nick Whit combe; Paul Ameer; Higgins, Bet sy; Mike Azar
> > Subj ect : Re: Vogt le - Quest ions for OPC
> >
> > Anne -
> >
> > Wit h respect t o t he draw schedule, I not ice t hat all int erest is
shown
> >
>
>
> > as "int erest payment s" and none as "capit alized int erest ". I
> >
> underst and
>
> > t hat t he decision t o capit alize int erest or not has not been finally
> > decided at OPC, but I underst ood t hat t he models provided do assume
> > capit alizat ion. So I would have expect ed t he same t reat ment in t he
> >
> draw
>
> > schedule.
> >
> > (For t he avoidance of doubt , t he lat est draw schedule I have from OPC
> >
> is
>
> > (OPC) 100109 Amort izat ion Templat e vs.xls (at t ached).)
> >
> > Thank you for t he Fit ch report and t he ot her informat ion you've
> >
> provided
>
> > t oday.
> >
> > Best regards.
> > Travis
> >
> >
> > Appleby, Anne wrot e, on 10/ 29/ 2009 3: 14 PM:
> >
> >
> > > Travis,
> > >
> > > I t ot ally underst and why you need it and we are also anxious t o
> > >
> > >
> > ident ify
> >
> >
> > > t he amount of t he Guarant eed Obligat ion and t he credit subsidy
> > > calculat ion. Let me discuss wit h ot hers at Oglet horpe how quickly we
> > >
> > >
> > can
> >
> >
> > > provide you wit h a new draw schedule; I am sure we can make some
> > > reasonable assumpt ions since I don't t hink we are t alking about
> > >
> > >
> > mat erial
> >
> >
> > > differences in cash flows.
> > >
> > > Also, in response t o Quest ion # 7c, I have at t ached (as At t achment
> > >
> 7c5)
>
> > >
> > >
> > a
> >
> >
> > > new rat ing report from Fit ch t hat was j ust received t oday; what we
> > > submit t ed t o you on Oct ober 15t h was a Fit ch Press Release.
> > >
> > > Regards, Anne
> > >
> > >
> > > -----Original Message-----
> > > From: Travis Dunbar [ mailt o: t dunbar@greengat ellc.com]
> > > Sent : Thursday, Oct ober 29, 2009 2: 39 PM
> > > To: Appleby, Anne
> > > Cc: Nick Whit combe; Paul Ameer; Higgins, Bet sy; Mike Azar
> > > Subj ect : Re: Vogt le - Quest ions for OPC
> > >
> > > Anne -
> > >
> > > Wit h respect t o t he exclusion of init ial fuel load cost s from t he
> > >
> draw
>
> > >
> > >
> >
> >
> > > schedule (it em 1.a), an est imat e of t he draw schedule including
t hose
> > >
>
>
> > > cost s will be needed t o ident ify t he t ot al amount of t he Guarant eed
> > > Obligat ion and for t he credit subsidy calculat ion. We recognize t hat
> > >
> > >
> > OPC
> >
> >
> > > may perform a more det ailed review by January, but we need a
schedule
> > >
>
>
> > > t hat reflect s a current best est imat e of t he impact of t hose cost s
> > >
> > >
> > (and
> >
> >
> > > any ot hers known t o be excluded) on t he Guarant eed Obligat ion.
> > >
> > > Sorry t o have provided t hese quest ions piecemeal, but we want ed t o
> > >
> > >
> > give
> >
> >
> > > you feedback as quickly as we could. At t ached, please find t he Q&A
> > >
> > >
> > t able
> >
> >
> > > updat ed wit h your lat est informat ion and our followups.
> > >
> > > Best regards.
> > > Travis
> > >
> > >
> > > Appleby, Anne wrot e, on 10/ 28/ 2009 5: 12 PM:
> > >
> > >
> > >
> > > > Travis,
> > > >
> > > > Yes; in fact I was j ust get t ing ready t o send it t o you. At t ached
t o
> > > > t his e-mail is t he document cont aining our writ t en response t o
> > > >
> > > >
> > > >
> > > Quest ions
> > >
> > >
> > >
> > > > 1, 1a and 1b (t hese responses appear in blue font ). Also at t ached
is
> > > >
> > > >
> > a
> >
> >
> > > > one-page summary of Maj or Assumpt ions Changes - t his summary list s
> > > >
> > > >
> > t he
> >
> >
> > > > changes made t o t he model since it was provided t o you in December
> > > >
> > > >
> > > >
> > > 2008.
> > >
> > >
> > >
> > > > A second e-mail will follow t hat cont ains t he financial model
> > > >
> it self.
>
> > > >
> > > >
> > > >
> > > I
> > >
> > >
> > >
> > > > am hoping t hat t he model is not t oo big t o t ransmit ; if it doesn't
> > > >
> go
>
> > > > t hrough, I 'll send a CD by FedEx.
> > > >
> > > > Please let us know if you have any quest ions.
> > > >
> > > > Regards, Anne
> > > >
> > > > -----Original Message-----
> > > > From: Travis Dunbar [ mailt o: t dunbar@greengat ellc.com]
> > > > Sent : Wednesday, Oct ober 28, 2009 3: 37 PM
> > > > To: Higgins, Bet sy; Appleby, Anne
> > > > Cc: Nick Whit combe; Paul Ameer
> > > > Subj ect : Re: Vogt le - Quest ions for OPC
> > > >
> > > > Bet sy, Anne -
> > > >
> > > > I was j ust writ ing t o confirm t hat you st ill expect t o have t he
> > > >
> > > >
> > > >
> > > revised
> > >
> > >
> > >
> > > > financial model available t his week.
> > > >
> > > > Thank you.
> > > > Travis
> > > >
> > > >
> > > > Higgins, Bet sy wrot e, on 10/ 15/ 2009 5: 08 PM:
> > > >
> > > >
> > > >
> > > >
> > > > > Travis,
> > > > > At t ached please find responses t o most of your quest ions. We are
> > > > >
> > > > >
> > > > >
> > > > >
> > > > st ill
> > > >
> > > >
> > > >
> > > >
> > > > > working on responses t o quest ions 1, 1.a, 1.b, and 7.a. The
> > > > >
> > > > >
> > response
> >
> >
> > > > >
> > > > >
> > > > >
> > > > >
> > > > t o
> > > >
> > > >
> > > >
> > > >
> > > > > quest ion 7.a (hist ory of debt issuances) should be fort hcoming
> > > > >
> early
>
> > > > > next week, and responses t o t he remaining quest ions (relat ing t o
> > > > >
> t he
>
> > > > > financial forecast ) should be available t he week of Oct ober 26t h
> > > > >
> (we
>
> > > > >
> > > > >
> > > > >
> > > > >
> > > > are
> > > >
> > > >
> > > >
> > > >
> > > > > current ly updat ing t he financial model in order t o respond t o
t hese
> > > > > quest ions).
> > > > >
> > > > > Please call me or Anne if you have any furt her quest ions or wish
t o
> > > > > discuss t hese responses.
> > > > >
> > > > > Thanks,
> > > > >
> > > > > Bet sy Higgins
> > > > > Chief Financial Officer
> > > > > Oglet horpe Power Corporat ion
> > > > > 2100 East Exchange Place
> > > > > Tucker, GA 30084 - 5336
> > > > > 770-270-7168
> > > > >
> > > > > -----Original Message-----
> > > > > From: Travis Dunbar [ mailt o: t dunbar@greengat ellc.com]
> > > > > Sent : Tuesday, Oct ober 06, 2009 6: 17 PM
> > > > > To: Higgins, Bet sy; Appleby, Anne
> > > > > Cc: Nick Whit combe; Paul Ameer; Mike Azar; Ken Cest ari; Pet er
> > > > > Fit zgerald; Todd Alexander
> > > > > Subj ect : Vogt le - Quest ions for OPC
> > > > >
> > > > > Dear Bet sy and Anne -
> > > > >
> > > > > Please find at t ached a t able wit h cert ain quest ions concerning
> > > > >
> OPC's
>
> > > > >
> > > > >
> >
> >
> > > > > Applicat ion t o LGPO. We are available t o discuss any of t he
> > > > >
> > > > >
> > > > >
> > > quest ions.
> > >
> > >
> > >
> > > > > As during our proj ect review in t he spring, we will updat e t his
> > > > >
> > > > >
> > t able
> >
> >
> > > > >
> > > > >
> > > > >
> > > > >
> > > > t o
> > > >
> > > >
> > > >
> > > >
> > > > > reflect OPC responses and any addit ional quest ions.
> > > > >
> > > > > Thank you, and best regards.
> > > > >
> > > > > Travis Dunbar
> > > > > Greengat e LLC
> > > > > + 1.202.887.8250
> > > > > t dunbar@greengat ellc.com
> > > > >
> > > > >
> > > > >
> > > > >
> > > > >
> >
> >
>
>
>
To: Colyar, Kelly
Dat e: Thursday, Oct ober 29, 2009 9: 20: 01 PM
As a reminder t he complet e dat a dump is on t he w drive. Paul also has t he ent ire cont ent s of t he w
drive on a memory st ick as of yest erday.
From: Colyar, Kelly
Sent : Thu Oct 29 17: 43: 51 2009
Thanks for sending t hese.
Sent : Thursday, Oct ober 29, 2009 4: 50 PM
To: Colyar, Kelly; 'reneesass@comcast .net '; 'sandra.claghorn '
Subj ect : FW: Vogt le - Quest ions for OPC
From: Appleby, Anne [ mailt o: anne.appleby@opc.com]
Cc: Whit combe, Nicholas; Paul Ameer; Higgins, Bet sy; Mike Azar
Travis,
I t ot ally underst and why you need it and we are also anxious t o ident ify t he amount of t he Guarant eed
Obligat ion and t he credit subsidy calculat ion. Let me discuss wit h ot hers at Oglet horpe how quickly we
can provide you wit h a new draw schedule; I am sure we can make some reasonable assumpt ions since
I don't t hink we are t alking about mat erial differences in cash flows.
Also, in response t o Quest ion # 7c, I have at t ached (as At t achment 7c5) a new rat ing report from Fit ch
t hat was j ust received t oday; what we submit t ed t o you on Oct ober 15t h was a Fit ch Press Release.
Regards, Anne
To: Appleby, Anne
Anne -
Wit h respect t o t he exclusion of init ial fuel load cost s from t he draw schedule (it em 1.a), an est imat e of
t he draw schedule including t hose cost s will be needed t o ident ify t he t ot al amount of t he Guarant eed
Obligat ion and for t he credit subsidy calculat ion. We recognize t hat OPC
may perform a more det ailed review by January, but we need a schedule t hat reflect s a current best
(b) (6)
est imat e of t he impact of t hose cost s (and any ot hers known t o be excluded) on t he Guarant eed
Obligat ion.
Sorry t o have provided t hese quest ions piecemeal, but we want ed t o give you feedback as quickly as
we could. At t ached, please find t he Q&A t able
updat ed wit h your lat est informat ion and our followups.
Best regards.
Travis
> Travis,
>
> Yes; in fact I was j ust get t ing ready t o send it t o you. At t ached t o
> t his e-mail is t he document cont aining our writ t en response t o
Quest ions
> 1, 1a and 1b (t hese responses appear in blue font ). Also at t ached is a
> one-page summary of Maj or Assumpt ions Changes - t his summary list s t he
> changes made t o t he model since it was provided t o you in December
2008.
>
>
> A second e-mail will follow t hat cont ains t he financial model it self.
I
> am hoping t hat t he model is not t oo big t o t ransmit ; if it doesn't go
> t hrough, I 'll send a CD by FedEx.
>
> Please let us know if you have any quest ions.
>
> Regards, Anne
>
> Sent : Wednesday, Oct ober 28, 2009 3: 37 PM
> To: Higgins, Bet sy; Appleby, Anne
> Cc: Nick Whit combe; Paul Ameer
>
> Bet sy, Anne -
>
> I was j ust writ ing t o confirm t hat you st ill expect t o have t he
revised
> financial model available t his week.
>
> Thank you.
> Travis
>
>
> Higgins, Bet sy wrot e, on 10/ 15/ 2009 5: 08 PM:
>
> > Travis,
> > At t ached please find responses t o most of your quest ions. We are
> >
> st ill
>
> > working on responses t o quest ions 1, 1.a, 1.b, and 7.a. The response
> >
> t o
>
> > quest ion 7.a (hist ory of debt issuances) should be fort hcoming early
> > next week, and responses t o t he remaining quest ions (relat ing t o t he
> > financial forecast ) should be available t he week of Oct ober 26t h (we
> >
> are
>
> > current ly updat ing t he financial model in order t o respond t o t hese
> > quest ions).
> >
> > Please call me or Anne if you have any furt her quest ions or wish t o
> > discuss t hese responses.
> >
> > Thanks,
> >
> > Bet sy Higgins
> > Chief Financial Officer
> > Oglet horpe Power Corporat ion
> > 2100 East Exchange Place
> > Tucker, GA 30084 - 5336
> > 770-270-7168
> >
> > Sent : Tuesday, Oct ober 06, 2009 6: 17 PM
> > Cc: Nick Whit combe; Paul Ameer; Mike Azar; Ken Cest ari; Pet er
> > Fit zgerald; Todd Alexander
> > Subj ect : Vogt le - Quest ions for OPC
> >
> > Dear Bet sy and Anne -
> >
> > Please find at t ached a t able wit h cert ain quest ions concerning OPC's
> > Applicat ion t o LGPO. We are available t o discuss any of t he
quest ions.
> >
> > As during our proj ect review in t he spring, we will updat e t his t able
> >
> t o
>
> > reflect OPC responses and any addit ional quest ions.
> >
> > Thank you, and best regards.
> >
> > Travis Dunbar
> > Greengat e LLC
> > + 1.202.887.8250
> > t dunbar@greengat ellc.com
> >
> >
Fr om: Sandra Claghorn
Cc: Paul Barbian
Thanks Nick - always bet t er t o have t oo much informat ion t han t oo lit t le! Thanks for sending.
Sandra Claghorn
TMS Consult ant - LGPO
Credit Policy
phone: 646-823-6564
email: sandra.claghorn
> Subj ect : FW: Vogt le - Quest ions for OPC
> Dat e: Thu, 19 Nov 2009 12: 57: 25 -0500
> From: Nicholas.Whit combe@hq.doe.gov
> To: sandra.claghorn
> CC:
>
> This is will be t be t he bunch of new emails I 'll forward. You may have
> already received t hough.
>
> From: Appleby, Anne [ mailt o: anne.appleby@opc.com]
> Sent : Thursday, Oct ober 29, 2009 3: 15 PM
> To: t dunbar@greengat ellc.com
> Cc: Whit combe, Nicholas; Paul Ameer; Higgins, Bet sy; Mike Azar
> Subj ect : RE: Vogt le - Quest ions for OPC
>
> Travis,
>
> I t ot ally underst and why you need it and we are also anxious t o ident ify
> t he amount of t he Guarant eed Obligat ion and t he credit subsidy
> calculat ion. Let me discuss wit h ot hers at Oglet horpe how quickly we can
> provide you wit h a new draw schedule; I am sure we can make some
> reasonable assumpt ions since I don't t hink we are t alking about mat erial
> differences in cash flows.
>
> Also, in response t o Quest ion # 7c, I have at t ached (as At t achment 7c5) a
> new rat ing report from Fit ch t hat was j ust received t oday; what we
> submit t ed t o you on Oct ober 15t h was a Fit ch Press Release.
>
> Regards, Anne
>
>
> Sent : Thursday, Oct ober 29, 2009 2: 39 PM
> To: Appleby, Anne
(b) (6)
(b) (6)
(b) (6)
> Cc: Nick Whit combe; Paul Ameer; Higgins, Bet sy; Mike Azar
>
> Anne -
>
> Wit h respect t o t he exclusion of init ial fuel load cost s from t he draw
> schedule (it em 1.a), an est imat e of t he draw schedule including t hose
> cost s will be needed t o ident ify t he t ot al amount of t he Guarant eed
> Obligat ion and for t he credit subsidy calculat ion. We recognize t hat OPC
>
> may perform a more det ailed review by January, but we need a schedule
> t hat reflect s a current best est imat e of t he impact of t hose cost s (and
> any ot hers known t o be excluded) on t he Guarant eed Obligat ion.
>
> Sorry t o have provided t hese quest ions piecemeal, but we want ed t o give
> you feedback as quickly as we could. At t ached, please find t he Q&A t able
>
> updat ed wit h your lat est informat ion and our followups.
>
> Best regards.
> Travis
>
>
> > Travis,
> >
> > Yes; in fact I was j ust get t ing ready t o send it t o you. At t ached t o
> > t his e-mail is t he document cont aining our writ t en response t o
> Quest ions
> > 1, 1a and 1b (t hese responses appear in blue font ). Also at t ached is a
>
> > one-page summary of Maj or Assumpt ions Changes - t his summary list s t he
>
> > changes made t o t he model since it was provided t o you in December
> 2008.
> >
> >
> > A second e-mail will follow t hat cont ains t he financial model it self.
> I
> > am hoping t hat t he model is not t oo big t o t ransmit ; if it doesn't go
> > t hrough, I 'll send a CD by FedEx.
> >
> > Please let us know if you have any quest ions.
> >
> > Regards, Anne
> >
> > Sent : Wednesday, Oct ober 28, 2009 3: 37 PM
> > Cc: Nick Whit combe; Paul Ameer
> > Subj ect : Re: Vogt le - Quest ions for OPC
> >
> > Bet sy, Anne -
> >
> > I was j ust writ ing t o confirm t hat you st ill expect t o have t he
> revised
> > financial model available t his week.
> >
> > Thank you.
> > Travis
> >
> >
> > Higgins, Bet sy wrot e, on 10/ 15/ 2009 5: 08 PM:
> >
> > > Travis,
> > > At t ached please find responses t o most of your quest ions. We are
> > >
> > st ill
> >
> > > working on responses t o quest ions 1, 1.a, 1.b, and 7.a. The response
> > >
> > t o
> >
> > > quest ion 7.a (hist ory of debt issuances) should be fort hcoming early
> > > next week, and responses t o t he remaining quest ions (relat ing t o t he
> > > financial forecast ) should be available t he week of Oct ober 26t h (we
> > >
> > are
> >
> > > current ly updat ing t he financial model in order t o respond t o t hese
> > > quest ions).
> > >
> > > Please call me or Anne if you have any furt her quest ions or wish t o
> > > discuss t hese responses.
> > >
> > > Thanks,
> > >
> > > Bet sy Higgins
> > > Chief Financial Officer
> > > Oglet horpe Power Corporat ion
> > > 2100 East Exchange Place
> > > Tucker, GA 30084 - 5336
> > > 770-270-7168
> > >
> > > -----Original Message-----
> > > From: Travis Dunbar [ mailt o: t dunbar@greengat ellc.com]
> > > Sent : Tuesday, Oct ober 06, 2009 6: 17 PM
> > > To: Higgins, Bet sy; Appleby, Anne
> > > Cc: Nick Whit combe; Paul Ameer; Mike Azar; Ken Cest ari; Pet er
> > > Fit zgerald; Todd Alexander
> > > Subj ect : Vogt le - Quest ions for OPC
> > >
> > > Dear Bet sy and Anne -
> > >
> > > Please find at t ached a t able wit h cert ain quest ions concerning OPC's
> > > Applicat ion t o LGPO. We are available t o discuss any of t he
> quest ions.
> > >
> > > As during our proj ect review in t he spring, we will updat e t his t able
> > >
> > t o
> >
> > > reflect OPC responses and any addit ional quest ions.
> > >
> > > Thank you, and best regards.
> > >
> > > Travis Dunbar
> > > Greengat e LLC
> > > + 1.202.887.8250
> > > t dunbar@greengat ellc.com
> > >
> > >
To: Colyar, Kelly
Subj ect : RE: Vogt le 3&4 Pre COL
Dat e: Wednesday, Sept ember 16, 2009 1: 33: 48 PM
Yes, Dick shared it . Thanks for clarifying.
From: Colyar, Kelly
Subj ect : RE: Vogt le 3&4 Pre COL
Nick--t his is all preliminary. There is no agreement on any of t he st ruct ure/ scoring of pre-col financing.
The present at ion you saw was for int ernal purposes only and was for discussion. I assume Dick sent
t his t o you?
The only agreement is t hat t he ent ire credit subsidy amount will be due in full upfront . The maximum
t enor of t he ent ire loan is 30 years from first disbursement . That t imeline does not reset wit h t he
second t ranche.
Aside from t hose t wo aspect s, we are st ill in discussion regarding t he ent ire approach.
Thanks.
To: Colyar, Kelly
Subj ect : Vogt le 3&4 Pre COL
Kelly,
The Vogt le 3&4 applicant s submit t ed t erm sheet s and amort izat ion schedules yest erday, wit h Georgia
Power seeking Pre COL financing. I 'll send you t hese separat ly regardless of our view.
I have seen no source document at DOE out lining pre COL rules, however have gleaned t he following
from 9/ 10/ 2009 "Nuclear Plant Scoring Approach". I want t o be on t op of we can/ cannot do, in case I
get t he inevit able call from t he sponsor. I at least need some t alking point s.
Pre COL Financing St ruct ure
Pre COL Development t ranche:
Drawing availabilit y during const ruct ion 8 year maximum from loan closing dat e
30 year maximum
Mandat ory accelerat ion in t he event t hat COL is not issued by a specific dat e
Post COL t erm t ranche:
30 year maximum from loan closing dat e
Amort izat ion begins at commercial operat ions
Drawings subj ect t o maint enance of proj ect credit rat ings (even if parent guarant ee
Common t erms:
Upfront scoring wit h ent ire subsidy cost paid upfront
Eit her Pro-rat a amort izat ion of Pre and Post COL t ranches or compressed Pre Col
amort izat ion
Each t ranche is pari passu
Posit ive At t ribut es affect ing Scoring:
Parent al guarant ee and credit rat ing
St rong proj ect finance rat ing and provision a securit y int erest in t he asset
________________________________________
Office: (202) 287-5406
Cell: (b) (6)
Subj ect : RE: Vogt le credit subsidy
Dat e: Tuesday, Sept ember 01, 2009 4: 34: 42 PM
Yes. Each loan will have it 's own rat e.
Sent : Tuesday, Sept ember 01, 2009 1: 29 PM
To: Colyar, Kelly
Subj ect : Vogt le credit subsidy
Spoke wit h t he analyst at Sout hern. He has all t he dat a and needs t o input . I st ressed urgency of
t iming et c.
Quest ion - separat e borrowers ... Sout hern, Oglet horpe and MEAG .... I s t here a separat e process for
Oglet horpe and MEAG on t he credit subsidy?
Nick
________________________________________
Office: (202) 287-5406
Cell: (b) (6)
To: Rogers, Mat t ; Spinner, St eve
Subj ect : Re: Vogt le
Dat e: Tuesday, Oct ober 13, 2009 6: 10: 45 AM
Yes, goal for end of week.
From: Rogers, Mat t
To: Whit combe, Nicholas; Spinner, St eve
Sent : Mon Oct 12 15: 53: 04 2009
Very helpful. I do t hink t he end of week draft t o omb will be import ant .
Regards, mr
Mat t Rogers
Senior Advisor t o t he Secret ary for Recovery Act I mplement at ion
202 586 7700
To: Rogers, Mat t ; Spinner, St eve
Sent : Mon Oct 12 15: 33: 10 2009
Subj ect : Vogt le
Friday we had a product ive session wit h Georgia Power. They came at it from a perspect ive of an
igrade issuer, however t hey have a bet t er underst anding t hat DOE is underwrit ing a specific proj ect and
t herefore DOE requires securit y, proj ect specific covenant s, reps and warrent ies. They are t urning
comment s and t he t arget reply is Wed. The 20 percent of t he credit subsidy at cond commit ment
signing is problemat ic for t hem, and we'll expore a workaround.
On Friday we also had a good conversat ion wit h Oglet horpe in advance of sending t erms. Recall t hat
Fed loans will be t ucked int o t heir indent ure. We'll get out a t erm sheet t o t hem in advance of a DC
meet ing on Friday.
Also running hard on get t ing t erms t o MEAG, and a DC meet ing is scheduled for next Tuesday.
I ndpendent engineer, market st udy all in play, and we will press for high qualit y fast t urnaround. The
Chadborne t eam is world class and underst ands t he st at ut e and programat ic limit at ions.
While t he credit risk t eam want s a complet e package in advance of OMB submission, we might be in a
posit ion t o offer a t ight ly writ t en exec summary and GPC t erms at end of week ("might " a funct ion of
GPC desire t o expedit e). The 3rd part y report s t o follow.
Look forward t o get t ing t oget her t omarrow morning.
Nick
(b) (5)
(b) (5)
Fr om: Brian Oakley
Cc: Frant z, David
Subj ect : RE: Vogt le
Dat e: Wednesday, January 20, 2010 12: 54: 44 PM
Yes. That 's correct .
Brian Oakley
Scully Capit al
1133 15t h St reet , NW
Suit e 900
(202)775-3434 (o)
(202)775-6049 (f)
Sent : Wednesday, January 20, 2010 12: 40 PM
To: Brian Oakley
Cc: Frant z, David
Subj ect : Vogt le
Brian,
Am I correct in assuming t hat t he NPV of t he addit ional FFB spread I S
fact ored int o t he credit subsidy est imat e numbers provided for t he
Vogt le borrowers?
Nick
202.287.5406
To: Whit combe, Nicholas; "boakley@scullycapit al.com" ; "
Dat e: Wednesday, Oct ober 14, 2009 10: 51: 39 AM
Nick--was t here an at t achment . Could you resend?
Thanks.
Sent : Sunday, Oct ober 11, 2009 10: 54 AM
To: 'boakley@scullycapit al.com'; '; Colyar, Kelly
See at t ached.
To: 'boakley@scullycapit al.com' < boakley@scullycapit al.com>
Sent : Wed Oct 07 17: 35: 11 2009
Subj ect : Vogt le
Brian,
I underst and t hat you are assist ing Kelly C on Vogt le and she uploaded t he 3 applicat ions t o you and
some ot her info. We are working on all cylindars here - t erm sheet s, credit applicat ion document s,
cont ract ors et c. t o meet deadlines. Same st ory, client needs credit subsidy range, OMB needs complet e
package, everyt hing is work in process. Let s discuss when you get back from Guam or call.
Regards, Nick
________________________________________
Office: (202) 287- 5406
Cell: (b) (6)
(b) (6)
(b) (6)
Cc: Ghersi, Emilio
Dat e: Monday, August 24, 2009 1: 50: 39 PM
At t achment s: Nuclear Power Due Diligence Kick (2).doc
Here was t he agenda friom May meet ings - all 4 t he same. Basically not hing has happened.
Sent : Monday, August 24, 2009 1: 28 PM
To: Corrigan, Richard
Thanks
From: Corrigan, Richard
Subj ect : Vogt le
Dick,
Some document s ment ioned t hat you could email:
- Credit policy manual
- Credit commit t ee "greenlight " writ eup for Vogt le
- Scoring sheet for Vogt le
- Credit subsidy scoring for Vogt le
- Updat e checklist
I t hink you also ment ioned a kick off agenda.
I 'll hunt down a flash drive t hat you can dump what you t hink are import ant deal relat ed docs in
advance of get t ing w drive access.
Thanks, Nick
________________________________________
Office: (202) 287-5406
Cell: (b) (6)
Dat e: Monday, August 24, 2009 1: 04: 35 PM
You can get a copy of credit policy manual from Kelly Colyar. See below for rest
Subj ect : Vogt le
Dick,
Some document s ment ioned t hat you could email:
- Credit policy manual
- Credit commit t ee "greenlight " writ eup for Vogt le - At t ached
- Scoring sheet for Vogt le - Sumamry at t ached
- Credit subsidy scoring for Vogt le - Not done yet but will have input sheet soon.
- Updat e checklist - Will provide wit h document s on flash drive.
I t hink you also ment ioned a kick off agenda.
I 'll hunt down a flash drive t hat you can dump what you t hink are import ant deal relat ed docs in
advance of get t ing w drive access.
Thanks, Nick
________________________________________
Office: (202) 287-5406
Cell: (b) (6)
Cc: Frant z, David
Dat e: Thursday, January 21, 2010 1: 10: 44 PM
As a st art , maybe t he primary variables - cumulat ive default probabilt y assumpt ion, percent recovery,
int erest rat e imput ed in NPV calculat ion. What dat a set s t hey are using and qualit y of dat a t o support
conclusions.
Reasons t o do: account abilit y, t ransparency, fairness
Reasons not : precedent , influence
Sent : Thursday, January 21, 2010 12: 46 PM
Cc: Frant z, David
t hat is, t he model?
any reason t o do, or not do, t hat ?
Jonat han Silver
Loan Programs
Phone: 202-287-5900
Sent : Thursday, January 21, 2010 12: 33 PM
Subj ect : Vogt le
I mport ance: High
I n follow-up conversat ions t oday wit h GPC, OPC, and MEAG, all are seeking t ransparency int o t he credit
subsidy est imat es.
202.287.5406
(b) (5)
To: "Sigrist , Mark" ; Cest ari, Kennet h
Cc: "Fit zgerald, Pet er"
Subj ect : RE: Vogt le/ GPC - I ssues t o discuss wit h DOE following January 5- 6, 2011 meet ings wit h GPC
Dat e: Monday, January 10, 2011 6: 16: 00 PM
Thanks. If possible, Id like to get over to your offices by 12 pm.

Sent : Monday, January 10, 2011 6: 13 PM
Cc: Whit combe, Nicholas; Fit zgerald, Pet er
Subj ect : Vogt le/ GPC - I ssues t o discuss wit h DOE following January 5-6, 2011 meet ings wit h GPC

Ken,

To facilitate our meetings this Thursday, I am sending you below a list of issues on the draft Loan
Guarantee Agreement that we discussed with Georgia Power last week. We will need to work
through those issues with you before we can take a definitive position on them. I have included
references to the relevant pages and rows in the table of issues we used as the basis for our
discussions with Georgia Power.

(Table references)
Page 1, Rows 1-2.

1.

2.

(b) (5)
(b) (5)
(b) (5)

Page 2, Rows 1-2

4.

5.

6.

7.

Page 2, Row 4; Page 3, Rows 1-2

8.
(b) (5)
(b) (5)
(b) (5)
(b) (5)
(b) (5)
(b) (5)

Page 5, Rows 1 and 3

9.

10.

Page 6, Rows 5-6

11.

12.

Page 7, Row 5

13.

Page 8, Rows 1 and 4-5

14.
(b) (5)
(b) (5)
(b) (5)
(b) (5)
(b) (5)
(b) (5)
(b) (5)

15.

Page 9, Rows 1-3

16.

17.

Page 10, Row 2

18.

Page 11, Rows 1-4 and 6

19.
(b) (5)
(b) (5)
(b) (5)
(b) (5)
(b) (5)
(b) (5)

20.

21.

22.


23.

24.


25.
(b) (5)
(b) (5)
(b) (5)
(b) (5)
(b) (5)
(b) (5)

26.

Page 16, Rows 1, 3, 4 and 6

27.

28.

29.

30.

(b) (5)
(b) (5)
(b) (5)
(b) (5)
(b) (5)
(b) (5)

Page 17, Row 6

31.

Page 18, Row 2-4

32.

33.
(b) (5)
(b) (5)
(b) (5)
(b) (5)

We look forward to meeting with you on Thursday.

Best regards,

Mark

Mar k Si gr i st
t el 202 - 974 - 5792 | f ax 202 - 974 - 6992
msigrist @chadbourne. com | ht t p: / / www. chadbourne. com
vCard: ht t p: / / www. chadbourne. com/ vcard/ msigrist . vcf

thereof.
(b) (5)

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