new power

1. the defn of eligible accounts: UNBILLED-20%, NEW POWER BILLED-80%, UTILITY BILLED-30%
also, the 61 days goes from invoice date.
2. the collateral defn which includes general intangibles and proceeds will stay same.
3. re acquisitions-no change to the way they can approve now re acquisition process, so 70% comes out. (robert-i did talk to bill and michael about and they are ok with as is b and b).
4. amend 7© of master agreement to say that they have to provide covenant compliance cert. which says whether or not they have a MAC--right now ways that they have to say they have no MAC. this amendment should survive the replacement collateral period and be for all time. that way they have to tell us only one way or the other and the MAC does not cause an independent default in 2(a) of the master. this is how we think should have worked to begin with consistent with our other masters.
5. keep negative pledge.
6. severance cap: say that no executive deferred compensation or "parachutes" or similar will be paid during the period with our released cash or any other cash unless we are fully margined with cash and they have released the a/r and inventory. they can pay "pay as you go severance" during the period (i.e. no lump sum/ and limited to what the person would have received in monthly salary ordinarily). they can also pay any other severance stuff (i.e. $ under employment contract )capped at $500,000.
david and elizabeth will turn the docs from last night with some other nits etc. fixed up for last internal look before we send. robert see if we haven't gotten what you have if you would so can keep going.
shout back anyone if disagree with above. have just confirmed this list with michael.