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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Wednesday, December 02, 2009 9:23 AMTo: Whitcombe, NicholasSubject: 90 Day Update
Nick,I am getting going on our next 90 day update. Can you provide me the official due date? Also, who do I need to be sending those tonow? Previously I had been sending them to Corrigan, etc. and I think I sent the last one to you guys as well as Corrigan. Should I justdo that again?Thanks,Steven
Steven NicholsSouthern CompanyFinancial Analyststnichol(southemco.com404.506.0776
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Reyes, ChristopherFrom: KBUSCH@SOUTHERNCO.COM on behalf of Long, Earl C. [eclong@southernco.com]Sent: Friday, October 02, 2009 9:40 AMTo: Whitcombe, NicholasSubject: Accepted: GPC Term Sheet Meeting
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Reyes, ChristopherFrom: Long, Earl C. [eclong@southernco.com]Sent: Friday, December 18, 2009 9:12 AMTo: Whitcombe, Nicholas; Frantz, DavidCc: Womack, Christopher C.Subject: Contact for Steve Spinner
Steve Spinner should contact Chris Womack - Executive Vice President of External Affairs of Southern Company regarding anannouncement of the loan guarantees. Chris's contact information is:Work 404-506-0208Mobil BEmail - ccwomack(,southemco.comPlease send to me the draft press release for our comments when available.Thanks,
Earl C. LongAsst. TreasurerSouthern Company30 Ivan Allen Jr. BoulevardBin 1407Atlanta, GA 30308404-506-0783 ph404-506-0717 fax
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Reyes, ChristopherFrom: Long, Earl C. [eclong@southernco.com]Sent: Monday, November 23, 2009 1:31 PMTo: Frantz, DavidCc: Whitcombe, NicholasSubject: Davis Bacon
Just as follow-up - I talked to Nick today abot to make sure we are all on the same page,.I and
Sincerely,Earl C. LongAsst. TreasurerSouthern Company30 Ivan Allen Jr. BoulevardBin 1407Atlanta, GA 30308404-506-0783 ph404-506-0717 fax
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Reyes, ChristopherFrom: Long, Earl C. [eclong@southernco.com]Sent: Friday, October 23, 2009 9:35 AMTo: Whitcombe, NicholasCc: jtwmercer@mercerlaw.com; Koontz, Eric A. (TS); Nichols, Steven T. ; John Lamberski
(jmlamberski@mercerthompson.com)Subject: EP C contract
Chadbourne as part of their due diligence has asked for the EPC contract. We can't just hand over but we will make it available fortheir review in the Troutman Sanders offices in New York. Of course we will also need them to sign a confidentiality agreement priorto their review. I or Steven will send you the confidentiality agreement for their signature soon. - Thanks -
Earl C. LongAsst. TreasurerSouthern Company30 Ivan Allen Jr. BoulevardBin 1407Atlanta, GA 30308404-506-0783 ph404-506-0717 fax
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Thursday, October 15, 2009 10:01 AMTo: Whitcombe, NicholasSubject: FFB Docs
Nick,Left you a voicemail on this subject but wanted to hit you up via email as well in case you're away from your desk for a while. At ourmeeting on Friday, Ken said he would follow up with some FFB documents for us. I wanted to follow up there as those are becomingof particular interest down here, particularly as they relate to prepayment options and how the rate on our draws will be set. Hopeyou're doing well.Thanks,Steven
Steven NicholsSouthern CompanyFinancial Analyststnichol(@southemco.com404.506.0776
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7Reyes, ChristopherFrom: Long, Earl C. [eclong@southernco.com]Sent: Friday, January 22, 2010 4:42 PMTo: Frantz, DavidCc: Whitcombe, Nicholas; Nichols, Steven T.Subject: FW: Credit Subsidy Cost Estimates
Please let me know ifwe can discuss.Sincerely,Earl Long
----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Wednesday, January 20, 2010 12:59 PMTo: Long, Earl C.Cc : Frantz, David; Nichols, Steven T.Subject: RE : Credit Subsidy Cost EstimatesEarl,
Nick----- Original Message-----From: Long, Earl C. [mailto:eclong@southemco.com]Sent: Wednesday, January 20 , 2010 11:02 AMTo: Whitcombe, NicholasCc: Frantz, David; Nichols, Steven T.Subject: FW: Credit Subsidy Cost Estimates
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Earl----- Original Message-----From: Vawter, Linda [mailto:Linda.Vawter@hq.doe.gov]Sent: Friday, January 15, 2010 2:54 PMTo: Long, Earl C.Cc: Frantz, David; Cestari, KennethSubject: Credit Subsidy Cost Estimates
Linda D. VawterSenior Administrative AssistantU.S. Department of EnergyLoan Guarantee Program Office1000 Independence AvenueWashington, DC 20585TEL: (202)586-0093FAX: (202)586-4052
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southemco.com]Sent: Monday, October 12, 2009 2:20 PMTo: Whitcombe, NicholasSubject: FW: Data Request Form for Title XVII Emission Verification
Nick, FYI.
Steven NicholsSouthern CompanyFinancial Analyststnichol(lsouthemco.com404.506.0776
----- Original Message-----From: Moorer, Tom C.Sent: Friday, October 09, 2009 5:56 PMTo: Widner, W. CofieldCc: Nichols, Steven T.Subject: RE: Data Request Form for Title XVII Emission VerificationCofield:I spoke with Edward Rios at DOE this week and also had our technical staff and lawyer look at the request for emission data. Allconclude that the forms provided are for generation units using fossil fuels and do not apply to nuclear facilities. As such, we reallyare not subject to this process. However, to be open and transparent with DOE, we will be providing a copy of our air permitapplication submitted to Georgia EPD for the Vogtle Emergency Diesels and other emission sources for his review. This documentincludes modeling data for emissions and data on each emission source (i.e., size, fuel, emission rates, etc). This should provide all heneeds to close this item. He was very receptive to this approach.Please let me know if you have questions or concerns with this approach.TCMThomas C. MoorerManager - Environmental Affairs, Chemistry and Radiological Services(205) 992-5807 (office)
(205) 992-5629 (FAX)----- Original Message-----From: Widner, W. CofieldSent: Monday, October 05, 2009 5:17 PMTo: Moorer, Tom C.Subject: FW: Data Request Form for Title XVII Emission VerificationTom, I confirmed with DOE that you should please contact Edward Rios directly at 202-287-5407.
----- Original Message-----From: Nichols, Steven T.Sent: Thursday, September 24, 2009 2:19 PMTo: Widner, W. CofieldSubject: RE: Data Request Form for Title XVII Emission Verification
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10Hey bud, talked to Edward Rios, DOE's environmental guy who is more the expert on this sheet. He said they need all of theinformation, except for section 5, the biomass addendum. I did verify however, that the Title XVII requirements would not apply tous, since we are not a fuel combusting plant. That was my main concern, because title XVII requires 90 percent mercury removal, andI don't want to have to remove mercury on whatever tiny bit of fuel oil, etc. we bur from time to time.Let me know if you have any questions, but we need it by the 9th.Steven
----- Original Message-----From: Nichols, Steven T.Sent: Thursday, September 24 , 2009 11:18 AMTo: Widner, W . CofieldSubject: FW: Data Request Form for Title XVII Emission VerificationThis is the life cycle emissions data worksheet we discussed.I am going to talk to Nick about whether or not this is applicable for us, since I believe these emissions requirements only apply toprojects burning a combustible fuel. Will follow up as soon as I know more, but wanted to get the sheet to you asap.Steven
Steven NicholsSouthern CompanyFinancial Analyststnichol(isouthernco.com404.506.0776
----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Thursday, September 24, 2009 10:43 AMTo : Nichols, Steven T.Cc: Rios, EdwardSubject: Data Request Form for Title XVII Emission Verification
Steven,Please see the attached Lifecycle Emissions Analysis form for Vogtle 3 &4. We ask you to complete this form and return it to us no later thanOctober 9, 2009.If you have any questions, feel free to call.Nicholas P. WhitcombeU.S. Department of EnergyLoan Guarantee Program OfficeOffice: (202) 287-5406Cell: (917) 903-0290
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICH OL@southernco.com]Sent: Monday, September 21, 2009 9:16 AMTo: Whitcombe, NicholasCc: Widner, W. CofieldSubject: FW: DOE meeting
Nick, see below, Looks like we really need an answer on who the DOE attendees are for Wednesday. Can you tell me if anyonebesides you is a definite at this point?Thanks,Steven
Steven NicholsSouthern CompanyFinancial Analyststnichol(asouthemco.com404.506.0776
From: Widner, W. CofieldSent: Monday, September 21, 2009 8:17 AMTo: Nichols, Steven T.Subject: RE : DOE meetingNeed the DOE names ASAP
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Reyes, ChristopherFrom: Long, Earl C. [eclong@southernco.com]Sent: Friday, February 26, 2010 9:31 AMTo: Whitcombe, NicholasCc: Nichols, Steven T.Subject: FW: GPC EPC
The bold portion below reflects the "new" disclosure related to the EPC contract.Good luck and good talking to you.
In April 2008, the Company, acting for itself and as agent for the Owners, and a consortium consisting of Westinghouse ElectricCompany LLC (Westinghouse) and Stone & Webster, Inc. (collectively, Consortium) entered into an engineering, procurement, andconstruction agreement to design, engineer, p rocure, construct, and test two AP1000 nuclear units with electric generating capacity ofapproximately 1,100 megawatts each and related facilities, structures, and improvements at Plant Vogtle (Vogtle 3 and 4 Agreement).The Vogtle 3 and 4 Agreement is an arrangement whereby the Consortium supplies and constructs the entire facility with theexception of certain items provided by the Owners. Under the terms of the Vogtle 3 and 4 Agreement, the Owners agreed to pay apurchase price that will be subject to certain p rice escalations and adjustments, including certain index-based adjustments, as well asadjustments for change orders, and performance bonuses for early completion and unit performance. Each Owner is severally (and notjointly) liable for its proportionate share, based on its ownership interest, of all amounts owed to the Consortium under the Vogtle 3and 4 Agreement. The Company's proportionate share is 45.7%.On February 23, 2010, the Company, acting for itself and as agent for the Owners, and the Consortium entered into an amendment tothe Vogtle 3 and 4 Agreement. The amendment, which is subject to the approval of the Georgia PSC, replaces certain of the index-based adjustments to the purchase price with fixed escalation amounts.
Earl
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/3Reyes, ChristopherFrom: Long, Earl C. [eclong@southernco.com]Sent: Thursday, September 10, 2009 3:33 PMTo: Whitcombe, NicholasCc: Nichols, Steven T.Subject: FW: Legal representation
I don't think we should have tomorrow's meeting until David Franz and I have had a chance to discuss my below e-mail. I have calledhim and left a message but have not heard form him. Can we delay the meeting tomorrow until Dave and I have had a chance todiscuss?Earl Long /404-506-0783
From: Long, Earl C.Sent: Thursday, September 10, 2009 11:38 AMTo: david.frantz@hq.doe.govSubject: Legal representation
We are very interested in working with you and appreciate all the cooperation your team has provided but this issue needs to be iferreted out prior to moving forward with negotiation of the term sheet. I will call you later today or you can call me at 404-506-0783and I will make myself available.Sincerely,
Earl C. LongAsst. TreasurerSouthern Company30 Ivan Allen Jr. BoulevardBin 1407Atlanta, GA 30308404-506-0783 ph404-506-0717 fax
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Wednesday, September 16, 2009 11:09 AMTo: Whitcombe, Nicholas; Bennett, KimberlySubject: FW: Letter
FYI. The person originally scheduled to sign this letter did not have the approval limit authority to sign the letter, so it had to gosomewhere else to be signed. In the delay we missed our FedEx pickup, so it had to go out this morning.
Steven NicholsSouthern CompanyFinancial Analyststnichol(a)southemco.com404.506.0776
From: Ervin, Elizabeth AnnSent: Wednesday, September 16, 2009 10:11 AMTo: Nichols, Steven T.Subject: RE: Letter
It did not go out last night. It will go out today.
Elizabeth ErvinGeorgia Power Nuclear Developmentoffice: 404-506-3099ema : aervin souemco.comi
From: Nichols, Steven T.Sent: Wednesday, September 16, 2009 10:09 AMTo: Ervin, Elizabeth AnnSubject: RE: Letter1
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Hey do you know if this got out last night?
From: Ervin, Elizabeth AnnSent: Tuesday, September 15, 2009 5:25 PMTo: Buie, Gloria H.; Widner, W. CofieldCc : Nichols, Steven T.Subject: Re : Letter
Please send by fedex tomorrowElizabeth ErvinGeorgia Power Nuclear Developmenteaervin(rsoutherco.comOffice: 404-506-3099Cell:
From: Buie, Gloria H.To : Ervin, Elizabeth Ann; Widner, W. CofieldSent: Tue Se p 15 17:20:05 2009Subject: LetterFed Ex has already picked up for today. We can send it via email tomorrow morning. Please advise.Thanks.Gloria BuieNuclear Development I Southern Nuclear Company40 Inverness Center Parkway, Bin B022 - Birmingham, AL 35242Office: (205) 992-5712 1Fax: (205) 992-6165ghbuie(asouthemco.com
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I1Reyes, ChristopherFrom: Long, Earl C. [eclong@southernco.com]Sent: Tuesday, January 05, 2010 4:12 PMTo: Frantz, David; Whitcombe, Nicholas; Corrigan, RichardCc: Nichols, Steven T.Subject: FW: Vogtle 3 and 4 local support
Happy New Year
Excerpt from article below from the local Atlanta paper - The whole article is attached below but I did an excerpt to give you an ideaabout the local support for the plant as reported by the Atlanta Journal Constitution. You might want to share this with some of yourcolleagues. Hope all is well.such matters don't appear to be a huge concern for many of the people living and working in the area, however. Residents and officialsin surrounding Burke County and in nearby Waynesboro mostly root for the expansion. That wasn't the case in the 1970s, when thefirst two units at Vogtle were proposed. "There was a lot of uncertainty then," said Waynesboro Mayor George DeLoach, 69, who heldthe office from 1980 through 1992 before reclaiming it. "There was a lot of skepticism about nuclear power and concern over thedanger of it." That's changed, he said, because of the safety track record at Vogtle and across the U.S. nuclear industry. There also areeconomic benefits. Vogtle Units 1 and 2 brought in 14,000 construction jobs at the peak, and created 800 permanent jobs. If the twonew units are built, there will be about 3,000 new construction jobs and 800 additional permanent positions, Georgia Power said. Thenumber of construction jobs is down this time because much of the work is being done off-site, with finished materials brought in.Then there are the property tax revenues. Georgia Power said it paid about $12.4 million in 2008 to Burke County, which wasprimarily split by the county and its schools. Oglethorpe Power said it paid $9.6 million in property taxes to Burke County in 2008."It's been quite a salvation for us," said DeLoach. Officials and residents point to a low millage rate and public schools which boastnew facilities and low student-to-teacher ratios, both of which are uncommon for rural districts. Les Peel, business manager for thecounty school system, said of Vogtle, "Initially, we didn't want it. Now it's different. Now, we're partners." Ashley Roberts, executivedirector of the Burke County Chamber of Commerce, said she sees "overwhelming support" from the community for the plannedexpansion, and not just because of jobs and tax revenues. There are also the civic and charitable contributions from Georgia Powerand its employees, who donate time and money, she said. Roberts refuted the suggestion that residents are trading safety for economicgain. "It's no t that we're blinded by the economics," she said. "We live here. Ou r children are here. We wouldn't be supporting this ifwe didn't feel safe and comfortable. It's just no t a concern for us because of the record of Plant Vogtle." Annie Laura Stephens, alongtime local resident who opposes expansion, said resistance is less this time. "They [Georgia Power] pay so much tax, and there aresuch good schools, so the locals are not really saying anything," Stephens said. "Back then, they were more against it." Recently, theNRC held a meeting at a local school and invited citizens to ask questions about the expansion. A tiny audience showed up, with mostbeing nuclear or utility industry employees.http://www.aic.com/business/georgia-power-works-on-264161 .html
Earl C. LongAsst. TreasurerSouthern Company30 Ivan Allen Jr. BoulevardBin 1407Atlanta, GA 30308404-506-0783 ph404-506-0717 fax
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/7Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Friday, March 12, 2010 3:58 PMTo: Whitcombe, NicholasCc: Corrigan, Richard; Long, Earl C.Subject: GPC 90 Day Update: March 2010Attachments: GPC Voglte Expansion Project - DOE March 12, 2010 Update.doc; GPC Vogtle ExpansionProject - DOE March 12, 2010 Update - Appendix A - Permits and Approvals.pdf; GPC VogtleExpansion Project - DOE March 12, 2010 Update - Appendix B - Unit 3 Critical PathSchedule.pdf; GPC Vogtle Expansion Project - DOE March 12, 2010 Update - Appendix C -Unit 4 Critical Path Schedule.pdf; GPC Vogtle Expansion Project - DOE March 12, 2010Update - Appendix D - GPC 2009 10-K.pdf; GPC Vogtle Expansion Project - DOE March 12,2010 Update - Appendix E - Organizational Chart.ppt
Nick,Attached please find GPC's latest 90 day update, along with the necessary appendices. The attached documents havealso been submitted via FedConnect.Hope you're doing well and that you have a great weekend!Best regards,Steven
Steven NicholsSouthern CompanyFinancial Analyststnichol(5southernco.com404.506.0776
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@ southernco.com]Sent: Thursday, September 17, 2009 4:52 PMTo: Bennett, Kimberly; Whitcombe, NicholasCc: Widner, W. CofieldSubject: Meeting Wednesday 9/23
Kim and Nick,
Can you confirm that DO E and personnel are available to start at the Vogtle site at 8:30 am eastern on Wednesday? We wouldenvision the meeting running until approximately 3:00 pm, with a site tour and lunch included in the middle of the day. Please let usknow if that works for you.
Thanks,
Steven
Steven NicholsSouthern CompanyFinancial Analyststnichol(@southemco.com404.506.0776
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I/Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Monday, September 14, 2009 2:24 PMTo: Lloyd, Dale M.; Yelverton, Todd W.Cc: Whitcombe, Nicholas; Long, Earl C.; Widner, W. Cofield; Faulk, Nicole A.; Ervin, ElizabethAn nSubject: DO E Vogtle Site Meeting PostponedAll,)(Due to scheduling difficulties we have had to postpone the Vogtle site meeting with DOE and their independent engineer- The meeting will now be on Wednesday the 23rd. s expects the meeting will take a full day to discuss thepreliminary agenda below. If you have any questions please let me know.
Steven
1. Introductions2. DOE Summary of Due Diligence Timetable/Expectations (DOE, NickWhitcombe)3. A series of presentations by your project team to cover as muchof the following as practical:
a. Overview of Projectb. Schedule (high level, major milestones)c. License Statusd. Status of Other Required Permitse. Discussion of Electrical Interconnection and Any Other
Offsite Project Scopef. EPC Contract Approach and Work Statusg. Status of Long Lead Equipment/Systems Ordersh. Overview of Key Technical Issues and FOAK EquipmentRisks i. Project Cost and Cost Risk Mitigation Activitiesj. Vogtle 3/4 Internal Project Team and Project ManagementApproachk. Approach for Considering China Project Lessons Learned1. Overview of Project Risk Matrix and Overall Risk
Management Approach4. Overview of Scope of Work and Work Plan (by )5. Discussion of Due Diligence Logistics and Next Steps lI6. Tour of Site
f is also fine with us adding additional items to the agenda, although their list looks fairly comprehensive.
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-2,oSteven NicholsSouthern CompanyFinancial Analyststnichol(iWsouthemco.com404.506.0776
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Reyes, ChristopherFrom: Long, Earl C. [eclong@southernco.com]Sent: Monday, November 30, 2009 11:16 AMTo: Frantz, DavidCc: Whitcombe, NicholasSubject: Need to talk to Dave
Please call me at 404-506-0783Earl C. LongAsst. TreasurerSouthern Company30 Ivan Allen Jr. BoulevardBin 1407Atlanta, GA 30308404-506-0783 ph404-506-0717 fax
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@ southernco.com]Sent: Tuesday, November 03 , 2009 12:12 PMTo: ombe, NicholasSubject: Issues
Nick,Any thoughts on when we might be able to have a chat on this topic. Talked to my GPC guys about it yesterday and it is more of aconfidentiality issue than redundancy issue, which is a probably the opposite of what I communicated yesterday. Just wanted to giveyou a heads up on that. Let me know when you can talk, would like to start working that out soon.Steven
Steven NicholsSouthern CompanyFinancial Analyststnichol(asouthemco.com404.506.0776
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southemco.com]Sent: Friday, November 20, 2009 12:11 PMTo: Whitcombe, NicholasSubject: Out of Office: Schedule I
I will be out of the office on Friday, November 20th. I will have some access to email and will try to respond if urgent, otherwise Iwill respond on Monday the 23rd.Regards,Steven Nichols
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Reyes, ChristopherFrom: Long, Earl C. [eclong@southernco.comlSent: Friday, October 23, 2009 12:15 PMTo: Whitcombe, NicholasSubject: RE:
Ok but we are flexible - one attorney has a problem Saturday morning but we could fill him in later----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Friday, October 23, 2009 12:12 PMTo: Long, Earl C.Subject: RE:Earl, my cell is and home is I'll do my best to steer my crew to gather with you Saturday or Sundaymorning. Nick.----- Original M essage----- 1OFrom: Long, Earl C. [mailto:eclong@southemco.com]Sent: Friday, October 23, 2009 12:07 PMTo: Whitcombe, NicholasSubject:
this weekend - my cell and home number arelease let me know the way to get in touc with you as wellEarl C. LongAsst. TreasurerSouthern Company30 Ivan Allen Jr. BoulevardBin 1407Atlanta, GA 30308404-506-0783 ph404-506-0717 fax
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Wednesday, November 11, 2009 1:46 PMTo: Whitcombe, NicholasCc: Long, Earl C.Subject: RE:
Nick, it looks like the GPC people I need to work with to lock it down are not available until tomorrow. Does this present any issuesfor you?
Steven NicholsSouthern CompanyFinancial Analyststnichol(asouthemco.com404.506.0776
-----Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Wednesday, November 11 , 2009 11:28 AMTo: Nichols, Steven T.Cc : Long, Earl C.Subject:Steven,Are you prepared to provide Schedule 1 to the term sheet?Nick
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2-4Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Thursday, August 27, 2009 12:04 PMTo: Whitcombe, NicholasSubject: RE:
I know who the people will be, but I need to get their bosses to sign off on it. Will get back to you shortly.
Steven NicholsSouthern CompanyFinancial Analyststnichol(,southemco.com404.506.0776
----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Thursday, August 27, 2009 12:01 PMTo : Nichols, Steven T.Subject: RE:Yout bet! I'm assembling a working group list to distribute. If you have a moment, provide key contacts (yourself, others in treasurystaff, engineering, legal etc at Southem/GP). Nick.----- Original Message-----From: Nichols, Steven T. [mailto:STNICHOL@southemco.com]Sent: Thursday, August 27, 2009 11:52 AMTo : Whitcombe, NicholasSubject: RE:Thanks Nick. I look forward to working with you!
Steven NicholsSouthern CompanyFinancial Analyststnichol(csouthemco.com404.506.0776
----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Thursday, August 27, 2009 11:49 AMTo: Nichols, Steven T.Subject:
Steven,My contact details below.Nick
Nicholas P. Whitcombe1
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2-7U.S. Department of EnergyLoan Guarantee Program OfficeOffice: (202) 287-5406Cell: (917) 903-0290
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2gReyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Thursday, August 27, 2009 11:52 AMTo: Whitcombe, NicholasSubject: RE:
Thanks Nick. I look forward to working with you!
Steven NicholsSouthern CompanyFinancial Analyststnichol(,southemco.com404.506.0776
----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Thursday, August 27, 2009 11:49 AMTo: Nichols, Steven T.Subject:
Steven,My contact details below.Nick
Nicholas P. WhitcombeU.S. Department of EnergyLoan Guarantee Program OfficeOffice: (202) 287-5406Cell: (917) 903-0290
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Reyes, ChristopherFrom: Long, Earl C. [eclong@southerco.com]Sent: Monday, November 23, 2009 10:13 AMTo: Whitcombe, NicholasSubject: RE:
Are you working this week?----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Thursday, October 22, 2009 11:25 AMTo: Long, Earl C.Subject:Earl - can you give me a call. Nick
Nicholas P. WhitcombeU.S. Department of EnergyLoan Guarantee Program OfficeOffice: (202) 287-5406Cell: (202) 510-3238
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Reyes, ChristopherFrom: Long, Earl C. [eclong@southernco.com]Sent: Wednesday, March 10, 2010 11:37 AMTo: Whitcombe, NicholasSubject: RE:
thanks-----Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Wednesday, March 10, 2010 9:25 AMTo: Long, Earl C.Subject: RE:Any number of reasons from looking at the EEI presentation, however I can't speak for the FFB:
Nick-----Original Message-----From: Long, Earl C. [mailto:eclong@southemco.com]Sent: Wednesday, March 10, 2010 9:07 AMTo: Whitcombe, NicholasSubject:
If not - I understand. Something we have discussedpreviously.
Earl C. LongAsst. TreasurerSouthern Company30 Ivan Allen Jr. BoulevardBin 1407Atlanta, GA 30308404-506-0783 ph404-506-0717 fax
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Wednesday, November 11,2009 3:12 PMTo: Whitcombe, NicholasSubject: Re:
Noted, thanks.
----- Original Message -----From: Whitcombe, Nicholas To: Nichols, Steven T.Sent: Wed Nov 11 15:11:00 2009Subject: RE:Probably not. The rub is I need to provide all credit application docs on Friday morning.----- Original Message-----From: Nichols, Steven T. [mailto:STNICHOL@southerco.com]Sent: Wednesday, November 11, 2009 1:46 PMTo : Whitcombe, NicholasCc : Long, Earl C.Subject: RE:Nick, it looks like the GPC people I need to work with to lock it down are not available until tomorrow. Does this present any issuesfor you?
Steven NicholsSouthern CompanyFinancial Analyststnichol(asouthernco.com404.506.0776
----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Wednesday, November 11 , 2009 11:28 AMTo: Nichols, Steven T.Cc: Long, Earl C.Subject:Steven,Are you prepared to provide Schedule 1 to the term sheet?Nick
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Thursday, September 17, 2009 10:51 AMTo:Cc: Whitcombe, Nicholas uSubject: RE:
Great, thanks for the heads up.
Steven NicholsSouthern Company
Financial Analyststnichol(,southemco.com404.506.0776
Sent: Thursyeptember 17, 2009 10:42 AMTo : Nichols, Steven T.Cc : LibrarySubject: RE:
Thank you Steven. We actually received it less than an hour ago. It is being reviewed and signed by one of our Principal Officers.
----- Original Message-----From: Nichols, Steven T. [mailto:STNICHOL@southemco.com]Sent: Thursday, September 17, 2009 10:13 AMTo: Bennett, KimberlySubject: FW:FY I
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Steven NicholsSouthern CompanyFinancial Analyststnichol@southernco.com404.506.0776
From: Ervin, Elizabeth AnnSent: Thursday, September 17, 2009 9:58 AMTo: Nichols, Steven T.Subject: FW:
tracking # for doe letter below (think this is fedex)9784 6068 4133
Elizabeth ErvinGeorgia Power Nuclear Developmentoffice: 404-506-3099cel lbemail: eaervin(Ssouthernco.comFrom: Colbert, ErnestineTo: Buie, Gloria H.Sent: Wed Sep 16 16:33:27 2009Subject:Gloria, This is the trk.# you requested. (9784 6068 4133) I'll also send the receipt thru interco. mail.
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Monday, November 09, 2009 2:37 PMTo: Whitcombe, NicholasCc: Long, Earl C.Subject: RE: Annual Fee
Nick,
Steven NicholsSouthern CompanyFinancial Analyststnichol(asouthemco.com404.506.0776
----- Original Message----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Monday, November 09, 2009 2:02 PMTo: Nichols, Steven T.Cc: Long, Earl C.Subject: RE: Annual FeeSteve,Can you give me some insight on the annual maintenance fee and or agency fee that the commercial banks charge Georgia Power onits credit facilities.Nick.----- Original Message-----From: Nichols, Steven T. [mailto:STNICHOL@southerco.com]Sent: Monday, November 09, 2009 1:28 PMTo: Whitcombe, NicholasCc: Long, Earl C.Subject: RE: Annual Fee allNick,
the Maintenance Fee schedule and can understand th
Please let us know if you'd like to discuss.Steven
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Steven NicholsSouthern CompanyFinancial Analyststnichol@southemco.com404.506.0776
----- Original M essage-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Friday, November 06, 2009 8:01 PMTo: Long, Earl C.; Nichols, Steven T.Subject: Annual FeeEarl/ Steve, tSee attached. The idea is toI think this alrly compensates DOE for loan monitoring and reduces your future costs over time.
This is just a concept and not a formal proposal.Nick
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Thursday, September 17, 2009 5:25 PMTo: Whitcombe, NicholasSubject: RE: Bookl.xls A N
I send you an updated schedule tomorrow?
Steven NicholsSouthern CompanyFinancial Analyststnichol(,southerco.com404.506.0776
----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Thursday, September 17, 2009 5:22 PMTo: Nichols, Steven T.Subject: Bookl.xls. Steven,See attached spreadsheet. What would be the date of pre vs post COL.April or July?Thanks, Nick.
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Friday, September 18, 2009 10:32 AMTo: Whitcombe, NicholasSubject: RE: Book1.xls
Nick,
Steven
Steven NicholsSouthern CompanyFinancial Analyststnichol(@southemco.com404.506.0776
----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Thursday, September 17, 2009 5:41 PMTo: Nichols, Steven T.Subject: RE: Bookl.xlsSteven,
Nick.
----- Original Message-----From: Whitcombe, NicholasSent: Thursday, September 17, 2009 5:29 PMTo: 'Nichols, Steven T.'Subject: RE: Bookl.xlsOk. Send it to me and lets talk about the date assumptions vs draw.
----- Original Message-----From: Nichols, Steven T. [mailto:STNICHOL@southerco.com]Sent: Thursday, September 17, 2009 5:25 PMTo: Whitcombe, NicholasSubject: RE: Bookl.xls1
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Steven Nichols CLSouthern CompanyFinancial Analyststnichol(,southemco.com404.506.0776
----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Thursday, September 17, 2009 5:22 PMTo: Nichols, Steven T.Subject: Bookl.xis Steven,See attached spreadsheet. What would be the date of pre vs post COL.April or July?Thanks, Nick.
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Thursday, August 27 , 2009 11:26 AMTo: Schultz, DouglasCc: Whitcombe, NicholasSubject: RE : Canceled: Bi-weekly -I OE Update Meetings
Yes, David and Dick gave Earl and me the good news this morning! I am free until about 1 today, or until 3:30 tomorrow afternoon.Anything in there work for you two?
I look forward to meeting you Nick.
Steven Nichols /Southern CompanyFinancial Analyststnichol(aisouthernco.com404.506.0776
From: Schultz, Douglas [mailto:Douglas.Schultz@hq.doe.gov]Sent: Thursday, August 27, 2009 11:23 AMTo : Nichols, Steven T.Cc : Whitcombe, NicholasSubject: RE : Canceled: Bi-weekly f OE Update Meetings
Steven:As you know by know we are looking to move forward on Vogtle. When you have time I want to have a quick call with you tointroduce Nick Whitcombe to you. He will be the primary point of contact for the team as we move forward. Let me know a time thatworks for you.Douglas
From: Nichols, Steven T. [mailto:STNICHOL@southernco.com ]Sent: Thursday, August 27 , 2009 10:38 AMTo: Schultz, Do as; Cho, Martin;Cc: Long, Earl C.
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Subject: Canceled: Bi-weekly OE Update Meetings (Lj 1When: Thursday, August 27, 2009 2:00 PM-2:30 PM (GMT-05:00) EasternTime (US & Canada).Where: Conference Call - MP C to call Martin @ 202-586-8462Importance: HighEveryone has conflicts this week. We'll look to make the next one happen in September.
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I)Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Tuesday, September 22, 2009 1:34 PMTo: Whitcombe, NicholasSubject: RE: Directions to Plant Vogtle
Ha ha, happy hunting. If you wait until you get to South Carolina you can probably get a sweet camo look going. That will probablyplay very well back in DC...
----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Tuesday, September 22, 2009 1:30 PMTo: Nichols, Steven T.Subject: RE : Directions to Plant VogtleThanks. I'll be at kmart hunting down some cheap and ugly rubber boots.
-----Original Message-----From: Nichols, Steven T. [mailto:STNICHOL@southemco.com]Sent: Tuesday, September 22 , 2009 10:56 AMTo: Whitcombe, Nicholas; 'Bennett, Kimberly'Cc: Long, Earl C.; Faulk, Nicole A.; Widner, W. CofieldSubject: FW: Directions to Plant VogtleAttached are directions to the Vogtle site for tomorrow's meeting. A few other notes: (L (t )- Please wear jeans and boots (I actually don't have boots so I'll be insneakers) as the site is muddy due to rain- I have verified with Southern Nuclear personnel that access to the site has not been affected by the flooding- We should have someone available to meet you at the construction entrance gate when you get through security. Just in case though Ihave included directions all the way to the trailer we are meeting in- Nicole Faulk of Southern Nuclear is available to you in case you get lost or have any other difficulties. Her cell phone number ismand works at the plant site.- As of right now, the meeting is schedule to start at 8:30 eastern. We will be sending an agenda later on today with a finalized starttime.My cell phone number i~ , please do not hesitate to call ifyou need anything. Please note that I have never been to thesite, so if you are lost or have difficulty tomorrow morning, you may be better off calling Nicole.Looking forward to meeting everyone!Steven
Steven NicholsSouthern CompanyFinancial Analyststnichol (4,southernco.com404.506.0776
From: Faulk, Nicole A.Sent: Monday, September 21, 2009 1:42 PMTo: Nichols, Steven T.; Long, Earl C.Subject: Directions to Plant Vogtle
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-L4Directions to Plant Vogtle
Nicole FaulkProject Controls and Reporting ManagerSouthern Nuclear Company42 Inverness Center Pkwy, Bin B236Birmingham, AL 35242Office: 205- 992-6210 1 anfaulk(lsouthemco.com
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Wednesday, September 09, 2009 11:16 AMTo: Whitcombe, NicholasSubject: RE: Draft sponsor payment letter
Thanks Nick. I think I underestimated the amount of activity the IE would be doing post closing. Appreciate the clarification.
Steven NicholsSouthern CompanyFinancial Analyststnichol(@southemco.com404.506.0776
----- Original M essage-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Wednesday, September 09, 2009 11:12 AMTo: Nichols, Steven T.Subject: RE: Draft sponsor payment letterSteven,
Nick.----- Original M essage-----From: Nichols, Steven T. [mailto:STNICHOL@southemco.com]Sent: Tuesday, September 08 , 2009 5:51 PMTo: Whitcombe, NicholasSubject: FW : Draft sponsor payment letterNick,My question that we discussed over the phone is:This aeement h 3, references post-closin billi
Can you confirm that is how the monitoring process will work? If not please advise as to ho w it will function.Thanks!
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Steven NicholsSteven Nichols
Steven NicholsSouthern CompanyFinancial Analyststnichol(2southemnco.com404.506.0776
----- Original Message-----FromSent: Friday, September 04, 2009 5:34 PMTo: Nichols, Steven T.CcISubject: Draft sponsor payment letterSteven:Please find attached a proposed draft of the Sponsor Payment Letter requested by DOE. I have tried to streamline their letter a littlebit while still providing the required elements and including a few other elements that we think are necessary. Please provide anycomments or changes as soon as possible. Once we reach agreement, DOE will review and approve the letter and issue a notice toproceed for us to begin work. I will forward you the referenced rate sheet on Tuesday, I am currently not able to connect to our folderwhere the rate sheet is kept.Thanks and have a good weekend
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Reyes, ChristopherFrom: Long; Earl C. [eclong@southernco.com]Sent: Friday, October 23, 2009 9:44 AMTo: Whitcombe, NicholasCc: jtwmercer@mercerlaw.com; Koontz, Eric A. (TS); Nichols, Steven T.; John LamberskiSubject: RE: EPC contract
Nick - my mistake - I wrote New York and was thinking Washington.----- Original Message-----From: John Mercer [mailto:jtwmercer@mercerthompson.com]Sent: Friday, October 23, 2009 9:42 AMTo: Long, Earl C.Cc: jtwmercer@mercerlaw.com; Koontz, Eric A. (TS); Nichols, Steven T.; John LamberskiSubject: Re: EPC contractDo they want in NY or DC ?John T. W. MercerMercer Thompson LLC191 Peachtree Street, N.E.Suite 3265Atlanta, Georgia 30303
On Oct 23, 2009, at 9:36 AM, "Long, Earl C." wrote:> Chadbourne as part of their due diligence has asked for the EPC> contract. We can't just hand over but we will make it available for> their review in the Troutman Sanders offices in New York. Of course> we will also need them to sign a confidentiality agreement prior to> their review. I or Steven will send you the confidentiality agreement> for their signature soon. - Thanks -
> Earl C. Long> Asst. Treasurer> Southern Company> 30 Ivan Allen Jr. Boulevard> Bin 1407> Atlanta, GA 30308> 404-506-0783 ph> 404-506-0717 fax
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Reyes, ChristopherFrom: Long, Earl C. [eclong@southernco.com]Sent: Friday, October 23, 2009 11:03 AMTo: Whitcombe, NicholasSubject: RE: EPC contract
Call me----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Friday, October 23, 2009 10:58 AMTo: Long, Earl C.Cc: jtwmercer@mercerlaw.com; Koontz, Eric A. (TS); Nichols, Steven T.; John LamberskiSubject: RE: EPC contractEven better.----- Original Message-----From: Long, Earl C. [mailto:eclong@southemco.com]Sent: Friday, October 23, 2009 9:44 AMTo: Whitcombe, NicholasCc: jtwmercer@mercerlaw.com; Koontz, Eric A. (TS); Nichols, Steven T.; John LamberskiSubject: RE : EPC contractNick - my mistake - I wrote New York and was thinking Washington.----- Original Message-----From: John Mercer [mailto:jtwmercer@mercerthompson.com]Sent: Friday, October 23, 2009 9:42 AMTo : Long, Earl C.Cc : jtwmercer@mercerlaw.com; Koontz, Eric A. (TS); Nichols, Steven T. ; John LamberskiSubject: Re : EPC contractDo they want in NY or DC?John T. W. MercerMercer Thompson LLC191 Peachtree Street, N.E.Suite 3265Atlanta, Georgia 30303404 577-4201 Office
On Oct 23, 2009, at 9:36 AM, "Long, Earl C." wrote:> Chadboume as part of their du e diligence has asked for the EP C> contract. We can't just hand over but we will make it available for> their review in the Troutman Sanders offices in New York. Of course> we will also need them to sign a confidentiality agreement prior to> their review. I or Steven will send you the confidentiality agreement> for their signature soon. - Thanks -
> Earl C. Long> Asst. Treasurer
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> Southern Company> 30 Ivan Allen Jr. Boulevard> Bin 1407> Atlanta, GA 30308> 404-506-0783 ph> 404-506-0717 fax
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Friday, October 16, 2009 2:24 PMTo: Cestari, Kenneth; Whitcombe, NicholasCc: jtwmercer@mercerthompson.com; Alexander, Todd E.; Fitzgerald, Peter; Alcala, Marissa;Koontz, Eric A. (TS); Long, Earl C.Subject: RE: Form FFB Documents / Davis Bacon provisions
Ken and Nick,Thanks, these forms have been quite helpful. They have of course raised a few additional questions though. Can you guys help us outwith the questions below?1. Are the documents attached negotiable or are they "take it or leave it" forms that we must live with? Or are there certain provisionswhich cannot be changed while others can be more flexible? If so, can you give us an indication of which ones are required?2. Why is section 5.3 in the note purchase agreement? It references commencement of construction by 9/30/2011, which is arequirement under ARRA but not under EPAct, to my knowledge at least. Will that restriction apply to nuclear projects now?3. How does any amortization schedule get worked in to the note agreement? Do we end up with a different note for each maturity, orin other words 46 different notes (semi-annual amortization over 23 years)? I ask because the form only references a single maturity.Thanks for your help!Steven
Steven NicholsSouthern CompanyFinancial Analyststnichol(@southerco.com404.506.0776
----- Original Message-----From: Cestari, Kenneth [mailto:Kenneth.Cestari@hq.doe.gov]Sent: Thursday, October 15, 2009 10:08 AMTo : Nichols, Steven T.Cc : Whitcombe, Nicholas; Cestari, Kenneth; jtwmercer@mercerthompson.com; Cestari, Kenneth; Alexander, Todd E.; Fitzgerald,Peter; Alcala, MarissaSubject: Form FFB Documents / Davis Bacon provisionsSteve - Nick forwarded your email to me re FFB Documents. Attached is a form Note Purchase Agreement and Note to be enteredinto by FFB and the Borrower. There are other documents and instruments that will be required but they are ministerial and as a resultI have not included them in this email. Ken
Kenneth C. CestariAttorney AdvisorLoan Guarantee ProgramU.S. Department of EnergyRoom 4B-1221000 Independence Avenue SWWashington, DC 20585Tel.: 202-287-5523Kenneth.Cestari(2hq. doe.gov
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Tuesday, October 20, 2009 3:37 PMTo: Whitcombe, NicholasCc: Cestari, KennethSubject: RE: Form FFB Documents / Davis Bacon provisions
Can you guys also help us to understand how floating rate debt works? Are there docs for that? We are a little confused on that point.The docs state that the rate on each piece will be the Treasury rate of matched maturity. Does that exclude floating rate financings? Inorder to get a 3 month Treasury rate, would we have to choose for that piece to mature in 3 months? Is it possible to have a portion ofa piece that matures in 30 years have the rate set quarterly based on 3month treasury rates?Thanks again,Steven
Steven NicholsSouthern CompanyFinancial Analyststnichol(@southemco.com404.506.0776
----- Original M essage-----From: Cestari, Kenneth [mailto:Kenneth.Cestari@hq.doe.gov]Sent: Monday, October 19, 2009 6:20 PMTo: Nichols, Steven T.; Whitcombe, NicholasCc: Cestari, KennethSubject: RE: Form FFB Documents / Davis Bacon provisions
Steven - Please see below for my responses to your questions. If you need further clarification, please call. KenKenneth C. CestariAttorney AdvisorLoan Guarantee ProgramU.S. Department of EnergyRoom 4B-1221000 Independence Avenue SWWashington, DC 20585Tel.: 202-287-5523Kenneth.Cestari(i)hq. doe.gov----- Original Message-----From: Nichols, Steven T. [mailto:STNICHOL@southemco.com]Sent: Friday, October 16, 2009 2:24 PMTo: Cestari, Kenneth; Whitcombe, NicholasCc: jtwmercer@mercerthompson.com; Alexander, Todd E.; Fitzgerald, Peter; Alcala, Marissa; Koontz, Eric A. (TS); Long, Earl C.Subject: RE: Form FFB Documents / Davis Bacon provisionsKen and Nick,Thanks, these forms have been quite helpful. They have of course raised a few additional questions though. Can you guys help us outwith the questions below?1. Are the documents attached negotiable or are they "take it or leave it" forms that we must live with? Or are there certain provisionswhich cannot be changed while others can be more flexible? If so, can you give us an indication of which ones are required?
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coTHE DOCUMENTS ARE GENERALLY NOT NEGOTIABLE. THERE WILL BE A COMMON AGREEMENT WHICH IS TH E"LOAN AGREEMENT" AND WILL CONTAIN MANY OF THE TERMS THAT ARE IN THE TERM SHEET.
2. Why is section 5.3 in the note purchase agreement? It references commencement of construction by 9/30/2011, which is arequirement under ARRA but not under EPAct, to my knowledge at least. Will that restriction apply to nuclear projects now?SECTION 5.3 IS APPLICABLE TO A 1705 TRANSACTION (ARRA), NOT 1703 TRANSACTIONS.
3. How does any amortization schedule get worked in to the note agreement? Do we end up with a different note for each maturity, orin other words 46 different notes (semi-annual amortization over 23 years)?I ask because the form only references a single maturity.THE PAYMENT SCHEDULE FOR EACH ADVANCE IS ATTACHED TO THE NOTE (SEE PAGE1 AND PARAGRAPHS 7 AND 8 OF THE NOTE).Thanks for your help!Steven
Steven NicholsSouthern CompanyFinancial Analyststnichol(a@southemco.com404.506.0776
----- Original Message-----From: Cestari, Kenneth [mailto:Kenneth.Cestari@hq.doe.gov]Sent: Thursday, October 15, 2009 10:08 AMTo : Nichols, Steven T.Cc : Whitcombe, Nicholas; Cestari, Kenneth; jtwmercer@mercerthompson.com; Cestari, Kenneth; Alexander, Todd E.; Fitzgerald,Peter; Alcala, MarissaSubject: Form FFB Documents / Davis Bacon provisionsSteve - Nick forwarded your email to me re FFB Documents. Attached is a form Note Purchase Agreement and Note to be enteredinto by FFB and the Borrower. There are other documents and instruments that will be required but they are ministerial and as a resultI have not included them in this email. Ke n
Kenneth C. CestariAttorney AdvisorLoan Guarantee ProgramU.S. Department of EnergyRoom 4B-1221000 Independence Avenue SWWashington, DC 20585Tel.: 202-287-5523Kenneth.Cestari (,hq.doe.gov
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southemco.com]Sent: Wednesday, September 09, 2009 9:34 AMTo: Whitcombe, Nicholas; betsy.higgins@opc.com; anne.appleby@opc.comSubject: RE: Friday 1:15 PM EST Vogtle 3&4 legal kcick off call
Works for us at GPC/Southem
Steven NicholsSouthern CompanyFinancial Analyststnichol(asouthemco.com404.506.0776
----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Wednesday, September 09, 2009 9:33 AMTo: Nichols, Steven T.; betsy.higgins@opc.com; anne.appleby@opc.comSubject: Friday 1:15 PM EST Vogtle 3&4 legal kcick off callImportance: H ighBased on our conversation yesterday, 1:15 PM ES T on Friday works for you.It should be a short call and we'll discuss a Sponsor Payment Letter between you and Chadbome & Park.Dial-In Number: IPasscode:
)Please confirm this time is ok.NickNicholas P. WhitcombeU.S. Department of EnergyLoan Guarantee Program OfficeOffice: (202) 287-5406Cell: (917) 903-0290
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Friday, September 11,2009 3:58 PMTo: h Whitcombe, NicholasCc: Ervin, Elizabeth AnnSubject: RE: Georgia Power/lponsor Payment Letter
Tom, we will get three copies of the agreement signed on Monday, then send to you for countersignature. I think one then needs to goback to us, one for you, and one for DOE. Nick can you confirm whether or not DOE needs an original?Steven
Steven NicholsSouthern CompanyFinancial Analyststnichol(asouthemco.com404.506.0776
----- Original Message-----From: Bonnell, Richard [mailto:Richard.Bonnell@hq.doe.gov]Sent: Friday, September 11, 2009 12:05 PMTo: Nichols, Steven T.; j (Cc: Ervin, Elizabeth Ann; Frame, Crai-g;Whitcombe, Nicholas; Schultz, DouglasSubject: RE: Georgia Power ponsor Payment LetterImportance: High
DOE has reviewed the Sponsor Payment Letter between Georgia Power and land has determined that it is inaccordance with Articles21 and 22 of the IOA, DE-AG01-09CF02005, and Matching Order, DE-MOO1-09CF02015. Please send us the fully executedSponsor Payment Letter and DOE will issue the notice to proceed.Thanks,Richard Bonnell
----- Original M essage-----From: Nichols, Steven T. [mailto:STNICHOL@southerco.com]Sent: Friday, September 11, 2009 11:34 AMTo: Whitcombe, NicholasCc:.' Ervin, Elizabeth Ann; Bonnell, RichardSubject: RE: Georgia Powere Sponsor Payment LetterNick, it is attached.
Steven NicholsSouthern CompanyFinancial Analyststnichol@(southemco.com404.506.07761
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----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Friday, September 11 , 2009 11:03 AMTo: Nichols, Steven T.Cc : ,;rvin, Elizabeth Ann; Bonnell, RichardSubject: RE : Georgia Power l Sponsor Payment LetterThanks, can you provide Attachment A. Nick----- Original Message-----From: Nichols, Steven T. [mailto:STNICHOL@southemco.com]Sent: Wednesday, September 09 , 2009 6:06 PMTo: Whitcombe, NicholasCc i Ervin, Elizabeth AnnSubject: Georgia Power S Sponsor Payment LetterNick,
The attached sponsor letter has been agreed to by Georgia Power Company and. We just need DOE approval an dthen we can get it finalized and signed. Please le t us know if you have any comments.
Regards,
Steven
Steven NicholsSouthern CompanyFinancial Analyststnichol(asoutherco.com404.506.0776
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@ southernco.com]Sent: Friday, September 11 , 2009 4:20 PMTo: Whitcombe, Nicholas;Cc: Ervin, Elizabeth Ann -1 )Subject: RE: Georgia Power /p ponsor Payment LetterImportance: High
Ok, we'll do three then. Beth please make sure Oscar signs 3 copies, all on GPC letterhead.
Steven NicholsSouthern CompanyFinancial Analyststnichol(@southemco.com404.506.0776
----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Friday, September 11, 2009 4:18 PMTo: Nichols, Steven T. ,Cc: Ervin, Elizabeth AnnSubject: RE: Georgia Power- - - Sponsor Payment LetterYes, please send an original. ( L----- Original Message-----From: Nichols, Steven T. [mailto:STNICHOL@southemco.com]Sent: Friday, September 11, 2009 3:58 PMTo: V -M Whitcombe, NicholasCc: Ervin, Elizabeth AnnSubject: RE: Georgia Power p ponsor Payment LetterTom, we will get three copies of the agreement signed on Monday, then send to you for countersignature. I think one then needs to goback to us, one for you, and one for DOE. Nick ca n you confirm whether or not DOE needs an original?Steven
Steven NicholsSouthern CompanyFinancial Analyststnichol(wsouthemco.com404.506.0776
----- Original Message-----From: Bonnell, Richard [mailto:Richard.Bonnell@hq.doe.gov]Sent: Friday, September 11,2009 12:05 PMTo: Nichols, Steven T.; *Cc: Ervin, Elizabeth Ann; Frame, Craig; Whitcombe, Nicholas; Schultz, DouglasSubject: RE : Georgia Power ponsor Payment LetterImportance: High
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DOE has reviewed the Sponsor Payment Letter between Georgia Power and and has determined that it is inaccordance with Articles21 and 22 of the IOA, DE-AG01-09CF02005, and Matching Order, DE-MO01-09CF02015. Please send us the fully executedSponsor Payment Letter and DOE will issue the notice to proceed.Thanks,Richard Bonnell
----- Original Message-----From: Nichols, Steven T. [mailto:STNICHOL@southemco.com]Sent: Friday, September 11 , 2009 11:34 AMTo: Whitcombe, NicholasCc: ; Ervin, Elizabeth Ann; Bonnell, RichardSubject: RE : Georgia Power/MPR Associate Sponsor Payment LetterNick, it is attached.
Steven NicholsSouthern CompanyFinancial Analyststnichol(asouthemco.com404.506.0776----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Friday, September 11, 2009 11:03 AMTo : Nichols, Steven T.Cc: Ervin, Elizabeth Ann; Bonnell, RichardSubject: RE : Georgia PowerSponsor Payment LetterThanks, can you provide Attachment A. Nick----- Original Message-----From: Nichols, Steven T. [mailto:STNICHOL@southemco.com]Sent: Wednesday, September 09 , 2009 6:06 PMTo: Whitcombe, NicholasCc:i Ervin, Elizabeth AnnSubject: Georgia Power Sponsor Payment LetterNick,
The attached sponsor letter has been agreed to by Georgia Power Company and . We just need DOE approval an dthen we can get it finalized and signed. Please let us know ifyou have any comments.
Regards,
Steven
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Steven NicholsSouthern CompanyFinancial Analyststnichol(hsouthemco.com404.506.0776
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7Reyes, ChristopherFrom: Long, Earl C. [eclong@southerco.com]Sent: Thursday, October 01, 2009 6:22 PMTo: Whitcombe, Nicholas; 'jtwmercer@mercerlaw.com'; Nichols, Steven T.; Koontz, Eric A. (TS)Cc: Busch, KatherineSubject: Re : Georgia Power Term Sheet and follow-up meeting
Ok checking to make sure all availableEarl C. LongAssistant Treasurerph 404-506-0783
----- Original Message -----From: Whitcombe, Nicholas To: Long, Earl C.Cc: Nichols, Steven T. ; Fitzgerald, Peter Sent: Thu Oct 01 18:04:19 2009Subject: Georgia Power Term Sheet and follow-up meetingEarl,We will endeavor to send you a draft term sheet by Wednesday, October 7.To expedite matters, I am suggesting that we meet in Washington, with our respective counsel, to work out key terms on FridayOctober 9.Start time of 8:30 AM to allow for sufficient discussion and allow your team to catch a late afternoon flight to Atlanta.Chadbome & Park has kindly made conference room space available.I understand the review and response timeframe is tight, but given the corporate nature of the transaction, should be achievable.Regards, Nick
Nicholas P. WhitcombeU.S. Department of EnergyLoan Guarantee Program OfficeOffice: (202) 287-5406Cell: (202) 510-3238
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Reyes, ChristopherFrom: Long, Earl C. [eclong@southernco.com]Sent: Friday, October 02, 2009 7:57 AMTo: Whitcombe, Nicholas; Nichols, Steven T.; 'jtwmercer@mercerlaw.com'; Koontz, Eric A. (TS)Subject: Re: Georgia Power Term Sheet and follow-up meeting
We will be thereEarl C. LongAssistant Treasurerph 404-506-0783
----- Original Message -----From: Whitcombe, Nicholas To: Long, Earl C.Sent: Thu Oct 01 19:16:32 2009Subject: RE : Georgia Power Term Sheet and follow-up meetingGreat. Get some fish!----- Original Message-----From: Long, Earl C. [mailto:eclong@southemco.com]Sent: Thursday, October 01, 2009 6:22 PMTo : Whitcombe, Nicholas; 'jtwmercer@mercerlaw.com'; Nichols, Steven T. ; Koontz, Eric A. (TS)Cc : Busch, KatherineSubject: Re: Georgia Power Term Sheet and follow-up meetingOk checking to make sure all availableEarl C. LongAssistant Treasurerph 404-506-0783
----- Original Message -----From: Whitcombe, Nicholas To : Long, Earl C.Cc : Nichols, Steven T. ; Fitzgerald, Peter Sent: Thu Oct 01 18:04:19 2009Subject: Georgia Power Term Sheet and follow-up meetingEarl,We will endeavor to send you a draft term sheet by Wednesday, October 7.To expedite matters, I am suggesting that we meet in Washington, with our respective counsel, to work out key terms on FridayOctober 9.Start time of 8:30 AM to allow for sufficient discussion and allow your team to catch a late afternoon flight to Atlanta.Chadborne & Park has kindly made conference room space available.I understand the review and response timeframe is tight, but given the corporate nature of the transaction, should be achievable.Regards, Nick
Nicholas P. WhitcombeU.S. Department of Energy
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Loan Guarantee Program OfficeOffice: (202) 287-5406Cell: (202) 510-3238
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Reyes, ChristopherFrom: Long, Earl C. [eclong@southernco.com]Sent: Friday, February 26, 2010 9:54 AMTo: Whitcombe, NicholasSubject: RE: GPC EPC
----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Friday, February 26, 2010 9:39 AMTo: Long, Earl C.Cc: Nichols, Steven T.Subject: RE: GPC EPCThanks Earl.
Nick----- Original M essage-----From: Long, Earl C. [mailto:eclong@southemco.com]Sent: Friday, February 26, 2010 9:31 AMTo: Whitcombe, NicholasCc: Nichols, Steven T.Subject: FW: GPC EPCThe bold portion below reflects the "new" disclosure related to the EPC contract.Good luck and good talking to you.
In April 2008, the Company, acting for itself and as agent for the Owners, and a consortium consisting of Westinghouse ElectricCompany LLC (Westinghouse) and Stone & Webster, Inc. (collectively, Consortium) entered into an engineering, procurement, andconstruction agreement to design, engineer, procure, construct, and test two AP 1000 nuclear units with electric generating capacity ofapproximately 1,100 megawatts each and related facilities, structures, and improvements at Plant Vogtle (Vogtle 3 and 4 Agreement).The Vogtle 3 and 4 Agreement is an arrangement whereby the Consortium supplies and constructs the entire facility with theexception of certain items provided by the Owners. Under the terms of the Vogtle 3 and 4 Agreement, the Owners agreed to pay apurchase price that will be subject to certain price escalations and adjustments, including certain index-based adjustments, as well asadjustments for change orders, and performance bonuses for early completion and unit performance. Each Owner is severally (and notjointly) liable for its proportionate share, based on its ownership interest, of all amounts owed to the Consortium under the Vogtle 3and 4 Agreement. The Company's proportionate share is 45.7%.On February 23, 2010, the Company, acting for itself and as agent for the Owners, and the Consortium entered into an amendment tothe Vogtle 3 and 4 Agreement. The amendment, which is subject to the approval of the Georgia PSC, replaces certain of the index-based adjustments to the purchase price with fixed escalation amounts.
Earl
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C/Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Tuesday, November 10, 2009 3:22 PMTo: Whitcombe, NicholasSubject: RE: Just tried to call you back
Tried to call your desk and cell. I will be at my desk for the next few minutes, so call if you can. My question for you was notparticularly urgent though so don't leave a meeting unless you really want to.Steven----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Tuesday, November 10, 2009 2:31 PMTo: Nichols, Steven T.Subject: Just tried to call you backCan also call my cell at 202 510 3238
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Wednesday, September 16, 2009 4:28 PMTo: Whitcombe, Nicholas;Cc:Subject: eYes, I passed that along to the person responsible for getting the letter FedEx'd today and let her know it was CRITICAL that it go outtonight. She assured me it would.On another subject, we need to resolve confidentiality issues fo l prior to that meeting. Nick, do you know if thcemployees have signed the same non-disclosure agreement with DOE that th l employees did? If so we should be able toresolve that issue very quickly. Please let me know.Thanks,Steven
Steven NicholsSouthern CompanyFinancial Analyststnichol(@southemco.com404.506.0776
----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Wednesday, September 16, 2009 4:20 PMTo: Nichols, Steven T.; iSubject: RE: LetterThanks. is vistinglon Friday to provide an update on the work they did last spring.----- Original M essage-----From: Nichols, Steven T. [mailto:STNICHOL@southerco.com]Sent: Wednesday, September 16, 2009 11:09 AMTo: Whitcombe, Nicholas; Bennett, KimberlySubject: FW: LetterFYI. The person originally scheduled to sign this letter did not have the approval limit authority to sign the letter, so it had to gosomewhere else to be signed. In the delay we missed our FedEx pickup, so it had to go out this morning.
Steven NicholsSouthern CompanyFinancial Analyststnichol(@southemco.com
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404.506.0776
From: Ervin, Elizabeth AnnSent: Wednesday, September 16, 2009 10:11 AMTo: Nichols, Steven T.Subject: RE : Letter
It did not go out last night. It will go out today.
Elizabeth ErvinGeorgia Power Nuclear Developmentoffice: 404-506-3099cell:email: eaervin@isouthernco.com
From: Nichols, Steven T.Sent: Wednesday, September 16, 2009 10:09 AMTo : Ervin, Elizabeth AnnSubject: RE : Letter
Hey do you know if this got out last night?
From: Ervin, Elizabeth AnnSent: Tuesday, September 15, 2009 5:25 PMTo: Buie, Gloria H.; Widner, W. CofieldCc: Nichols, Steven T.Subject: Re : Letter
Please send by fedex tomorrowElizabeth ErvinGeorgia Power Nuclear Developmenteaervin(Bsouthemco.comOffice: 404-506-3099Celltr
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From: Buie, Gloria H.To : Ervin, Elizabeth Ann; Widner, W. CofieldSent: Tue Sep 15 17:20:05 2009Subject: LetterFed Ex has already picked up for today. We can send it via email tomorrow morning. Please advise.Thanks.Gloria BuieNuclear .Development I Southern Nuclear Company40 Inverness Center Parkway, Bin B022 - Birmingham, AL 35242Office: (205) 992-5712 IFax: (205) 992-6165ghbuie(@southerco.com
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southemco.com]Sent: Wednesda , September 16, 2009 4:52 PMTo:Cc:Subject:
Nick, can you confirm that those are the same as what signed? If you are able to send us a copy of wha m signedour lawyers can make sure what we sendM is phrased accurately.Thanks,Steven----- Original Message -----From._ __To: Nichols, Steven T.; Whitcombe, Nicholas CcSent: Wed Sep :44:09 2009Subject: RE : LetterGentlemen,We have signed DOE Conflict of Interest and Nondisclosure Acknowledgements (see attached examples for Tom and I) and havethem on file for our key team members. Let me know what I can do to expedite any further confidentiality issues.
----- Original Message-----From: Nichols, Steven T. [mailto:STNICHOL@southemco.com]Sent: Wednesday, September 16, 2009 4:28 PMTo: Whitcombe, NicholasSubject: RE : Letter
Yes, I passed that along to the person responsible for getting theletter FedEx'd today and let her know it wa s CRITICAL that it go outtonight. Sh e assured me it would.On another subject, we need to resolve confidentiality issues foiprior to that meeting. Nick, do you know if the employees havesigned the same non-disclosure agreement with DOE that theemployees did? If so we should be able to resolve that issue veryquickly. Please let me know.Thanks,Steven
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Steven NicholsSouthern CompanyFinancial Analyststnichol@(southernco.com404.506.0776
----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Wednesday, September 16, 2009 4:20 PMTo: Nichols, Steven T. .Subject: RE: LetterThanks. is visting n Friday to provide an update on thework they did last spring.----- Original Message-----From: Nichols, Steven T. [mailto:STNICHOL@southernco.com]Sent: Wednesday, September 16, 2009 11:09 AMTo: Whitcombe, Nicholas;oSubject: FW : LetterFYI. The person originally scheduled to sign this letter did not havethe approval limit authority to sign the letter, so it had to gosomewhere else to be signed. In the delay we missed our FedEx pickup,so it had to go ou t this morning.
Steven NicholsSouthern CompanyFinancial Analyststnichol(.southemco.com404.506.0776
From: Ervin, Elizabeth AnnSent: Wednesday, September 16, 2009 10:11 AMTo: Nichols, Steven T.Subject: RE: Letter
It did not go out last night. It will go out today.
Elizabeth ErvinGeorgia Power Nuclear Developmentoffice: 404-506-30992
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cell:(email: eaervin(isouthenico.com
From: Nichols, Steven T.Sent: Wednesday, September 16, 2009 10:09 AMTo: Ervin, Elizabeth AnnSubject: RE : LetterHey do you know if this got out last night?
From: Ervin, Elizabeth AnnSent: Tuesday, September 15, 2009 5:25 PMTo: Buie, Gloria H.; Widner, W. CofieldCc: Nichols, Steven T.Subject: Re : Letter
Please send by fedex tomorrowElizabeth ErvinGeorgia Power Nuclear Developmenteaervin(,southerco.com.Office: 404-506-3099 \Cell:
From: Buie, Gloria H.To : Ervin, Elizabeth Ann; Widner, W. CofieldSent: Tue Sep 15 17:20:05 2009Subject: Letter
Fed Ex has already picked up for today. We can send it viaemail tomorrow morning. Please advise.Thanks.Gloria BuieNuclear Development I Southern Nuclear Company40 Inverness Center Parkway, Bin B022 - Birmingham, AL 35242Office: (205) 992-5712 IFax: (205) 992-6165ghbuiejsouthernco.com
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61Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Monday, September 14, 2009 2:46 PMTo: Whitcombe, NicholasCc: Ervin, Elizabeth AnnSubject: RE DO E Vogtle Site Meeting Postponed \
Nick,I discussed the SPL again today witlb We are signing 3 copies of the agreement this afternoon, then ovemighting them t aThey will countersign tomorrow and send an executed copy over to you. You should have it no later than Wednesday.Steven
Steven NicholsSouthern CompanyFinancial Analyststnichol(.southemco.com404.506.0776
----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Monday, September 14, 2009 2:36 PMTo: Nichols, Steven T.; Lloyd, Dale M.; Yelverton, Todd W.Cc: Long, Earl C.; Widner, W. Cofield; Faulk, Nicole A.; Ervin, Elizabeth AnnSubject: RE: DOE Vogtle Site Meeting PostponedThanks. Passed msg along to and they are available. DOE can issue formal NTP a when it has the executed Sposor PaymentLetter, andi can begin accessing data in advance of meeting.-----Original Message-----From: Nichols, Steven T. [mailto:STNICHOL@southerco.com]Sent: Monday, September 14, 2009 2:24 PMTo: Lloyd, Dale M.; Yelverton, Todd W.Cc: Whitcombe, Nicholas; Long, Earl C.; Widner, W. Cofield; Faulk, Nicole A.; Ervin, Elizabeth AnnSubject: IDOE Vogtle Site Meeting PostponedAll,
Due to scheduling difficulties we have had to postpone the Vogtle site meeting with DOE and their independent engineer,Associates. The meeting will now be on Wednesday the 23rd. U expects the meeting will take a full day to discuss thepreliminary agenda below. Ifyou have any questions please let me know.
Steven
1. Introductions2. DOE Summary of Due Diligence Timetable/Expectations (DOE, NickWhitcombe)3. A series of presentations by your project team to cover as much
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76of the following as practical:
a. Overview of Projectb. Schedule (high level, major milestones)c. License Statusd. Status of Other Required Permitse. Discussion of Electrical Interconnection and Any OtherOffsite Project Scopef. EPC Contract Approach and Work Statusg. Status of Long Lead Equipment/Systems Ordersh. Overview of Key Technical Issues and FOAK EquipmentRisks i. Project Cost and Cost Risk Mitigation Activitiesj. Vogtle 3/4 Internal Project Team and Project ManagementApproachk. Approach for Considering China Project Lessons Learned1. Overview of Project Risk Matrix and Overall RiskManagement Approach
4. Overview oi Scope of Work and Work Plan (by )5. Discussion of Due Diligence Logistics and Next Steps6. Tour of Site
is also fine with us adding additional items to the agenda, although their list looks fairly comprehensive.
Steven NicholsSouthern CompanyFinancial Analyststnichol@(southermco.com404.506.0776
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Tuesday, September 15, 2009 1:58 PMTo: Whitcombe, NicholasCc: Ervin, Elizabeth Ann (Subject: RE: /DOE Vogtle Site Meeting Postponed
Nick, FYI the SPL did not get signed yesterday, the GPC executive that is signing wanted to run it though a little more internalreview. He is signing today so that should push our schedule back by on e day.
Steven NicholsSouthern CompanyFinancial Analyststnichol(,southemco.com404.506.0776
----- Original Message-----From: Nichols, Steven T.Sent: Monday, September 14, 2009 2:46 PMTo: 'Whitcombe, Nicholas'Cc : Ervin, Elizabeth AnnSubject: RE : OE Vogtle Site Meeting Postponed ( ) )Nick,I discussed the SPL again today with MPR. We are signing 3 copies of the agreement this afternoon, then ovemighting them to MPR.They will countersign tomorrow and send an executed copy over to you. You should have it no later than Wednesday.Steven
Steven NicholsSouthern CompanyFinancial Analyststnichol(2southemco.com404.506.0776
----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Monday, September 14, 2009 2:36 PMTo: Nichols, Steven T. ; Lloyd, Dale M.; Yelverton, Todd W.Cc : Long, Earl C. ; Widner, W. Cofield; Faulk, Nicole A.; Ervin, Elizabeth AnnSubject: RE : DOE Vogtle Site Meeting PostponedThanks. Passed msg along tom and they are available. DOE can issue formal NTP a when it has the executed Sposor PaymentLetter, and can begin accessing data in advance of meeting.----- Original Message-----From: Nichols, Steven T. [mailto:STNICHOL@southemco.com]Sent: Monday, September 14, 2009 2:24 PMTo: Lloyd, Dale M.; Yelverton, Todd W.Cc: Whitcombe, Nicholas; Long, Earl C.; Widner, W. Cofield; Faulk, Nicole A.; Ervin, Elizabeth AnnSubject: /DOE Vogtle Site Meeting Postponed
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All, -Due to scheduling difficulties we have had to postpone the Vogtle site meeting with DOE and their independent engineer,m
6 1M The meeting will now be on Wednesday the 23rd. expects the meeting will take a full day to discuss thepreliminary agenda below. If you have any questions please let me know.
Steven
1. Introductions2. DOE Summary of Due Diligence Timetable/Expectations (DOE, NickWhitcombe)3. A series of presentations by your project team to cover as muchof the following as practical:
a. Overview of Projectb. Schedule (high level, major milestones)c. License Statusd. Status of Other Required Permitse. Discussion of Electrical Interconnection and Any Other
Offsite Project Scopef. EPC Contract Approach and Work Statusg. Status of Long Lead Equipment/Systems Orders *h. Overview of Key Technical Issues and FOAK Equipment
Risks i. Project Cost and Cost Risk Mitigation Activitiesj. Vogtle 3/4 Internal Project Team and Project ManagementApproachk. Approach for Considering China Project Lessons Learned1. Overview of Project Risk Matrix and Overall Risk
Management Approach4. Overview o Scope of Work and Work Plan (by )) L)lH )5. Discussion of Due Diligence Logistics and Next Steps6. Tour of Site
MPR is also fine with us adding additional items to the agenda, although their list looks fairly comprehensive.
Steven NicholsSouthern CompanyFinancial Analyststnichol(Iysouthemco.com404.506.0776
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"f7Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Sunday, October 04, 2009 11:45 PMTo: Whitcombe, Nicholas;Subject: RE: / GPC Sponsor Payment letter I
Just got another draft back tc B We should be done very soon.
From: Whitcombe, Nicholas [Nicholas.Whitcombe@hq.doe.gov]Sent: Friday, October 02, 2009 4:26 PMTo: Nichols, Steven T.Subject: NERA / GPC Sponsor Payment letterSteve / Glenn:I understand that you all are still working through the letter and that Glenn's team is reviewing todays revision. Underscoring theobvious, getting to an NTP ASAP is important.Regards, Nick
Nicholas P. WhitcombeU.S. Department of EnergyLoan Guarantee Program OfficeOffice: (202) 287-5406Cell: (202) 510-3238
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Monday, September 28, 2009 11:02 AMTo: Whitcombe, Nicholas; Widner, W. CofieldCc: Frame, Craig;Subject: RE: Sponsor Payment Letter for Vogtle 3&4
2:30 works for me also. Cofield would you be able to join?
Steven NicholsSouthern CompanyFinancial Analyststnichol(,southernco.com404.506.0776
----- Original Message-----From: [mailto ]_])_Sent: Monday, September 28, 2009 10:50 AMTo: Whitcombe, NicholasCc: Frame, Craig; Nichols, Steven T.Subject: RE: Sponsor Payment Letter for Vogtle 3&4Yes, that would work fine for me.Thanks,-Glenn
----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Monday, September 28, 2009 10:48 AMTo .; Nichols, Steven T.Cc : Frame, CraigSubject: Sponsor Payment Letter for Vogtle 3&4
A Matching Order has been issued toi to conduct an independentmarket analysis of Vogtle 3&4.If possible, I would like to conduct the initial Sponsor Payment Lettercall.
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/17Please advise if 2:30 PM works, and I will reply with a conference callnumber.Nick.
Nicholas P. WhitcombeU.S. Department of EnergyLoan Guarantee Program OfficeOffice: (202) 287-5406Cell: (202) 510-3238
This e-mail and any attachments may be confidential or legally privileged. If you received this message in error or are not the intendedrecipient, you should destroy the e-mail message and any attachments or copies, and you are prohibited from retaining, distributing,disclosing or using any information contained herein. Please inform us of the erroneous delivery by return e-mail. Thank you for yourcooperation.
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Reyes, ChristopherFrom: Burleson, Jeffrey A. [JABURLES@southernco.com]Sent: Wednesday, February 10, 2010 12:24 PMTo: Whitcombe, NicholasCc: Long, Earl C.Subject: RE: Quick question
Nick, Earl passed your questions along to me. The answers are given below. Please let me know if you have any questions about thisinformation.- 2,200 MW serves x households and x people The 2,200 MWs of Vogtle units 3 and 4 capacity are expected to be able to serve about550,000 residential homes, representing about 1.4 million people.- GHG avoidance (C02, NOX, SOX) vs coal plant The 2,200 MW s of Vogtle units 3 and 4 capacity are expected to be able to avoid thefollowing approximate amounts of emissions, as compared to new supercritical pulverized coal generation burning central appalachiancoal:16 million tons C02/yr3,900 tons NOX/yr5,500 tons SOX/yrJeff BurlesonResource PlanningGeorgia Powera Southern Company(404) 506-3050Intranet: Resource Planning
----- Original Message-----From: Long, Earl C.Sent: Wednesday, February 10, 2010 11:12 AMTo: Burleson, Jeffrey A.Subject: FW: Quick question
----- Original M essage-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Wednesday, February 10, 2010 10:47 AMTo: Long, Earl C.; 'slong@southernco.com'Subject: Quick questionCan you provide for Vogtle:- 2,200 MW serves x households and x people- GHG avoidance (C02, NOX, SOX) vs coal plantFor an administration fact sheet.Thanks so much in advance.Nick
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-8'Reyes, ChristopherFrom: Long, Earl C. [eclong@southernco.com]Sent: Thursday, February 11 , 2010 8:54 AMTo: Whitcombe, Nicholas; Nichols, Steven T.Subject: Re: Quick question
Thanks jeffEarl C. LongAssistant Treasurerph 404-506-0783
----- Original Message -----From: Whitcombe, Nicholas To: Burleson, Jeffrey A.Cc: Long, Earl C.Sent: Thu Feb 11 08:33:19 2010Subject: Re : Quick questionThanks for the additional benchmark.---- Original Message -----From: Burleson, Jeffrey A. To: Whitcombe, NicholasCc : Long, Earl C. Sent: Thu Feb 11 08:29:47 2010Subject: RE : Quick questionGood morning Nick. As follow-up to the values Iprovided to ou esterd o also rovide yo u wi
Please let us know if you have questions about these numbers. ( )
Jeff BurlesonResource PlanningGeorgia Powera Southern Company(404) 506-3050Intranet: Resource Planning
----- Original Message-----From: Burleson, Jeffrey A.Sent: Wednesday, February 10, 2010 12:24 PMTo : Nicholas.Whitcombe@hq.doe.govCc : Long, Earl C.Subject: RE : Quick question
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Nick, Earl passed your questions along to me. The answers are given below. Please le t me know if you have any questions about thisinformation.- 2,200 MW serves x households and x people The 2,200 MWs of Vogtle units 3 and 4 capacity are expected to be able to serve about550,000 residential homes, representing about 1.4 million people.- GHG avoidance (C02, NOX, SOX) vs coal plant The 2,200 MWs of Vogtle units 3 and 4 capacity are expected to be able to avoid thefollowing approximate amounts of emissions, as compared to new supercritical pulverized coal generation burning central appalachiancoal:16 million tons C02/yr3,900 tons NOX/yr5,500 tons SOX/yr
Jeff BurlesonResource PlanningGeorgia Powera Southern Company(404) 506-3050Intranet: Resource Planning
----- Original Message-----From: Long, Earl C.Sent: Wednesday, February 10, 2010 11:12 AMTo : Burleson, Jeffrey A.Subject: FW : Quick question
----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Wednesday, February 10, 2010 10:47 AMTo: Long, Earl C.; 'slong@southernco.com'Subject: Quick questionCan you provide for Vogtle:- 2,200 MW serves x households and x people- GHG avoidance (C02, NOX, SOX) vs coal plantFor an administration fact sheet.Thanks so much in advance.Nick
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Reyes, ChristopherFrom: Burleson, Jeffrey A. [JABURLES@southernco.com]Sent: Thursday, February 11, 2010 8:30 AMTo: Whitcombe, NicholasCc: Long, Earl C.Subject: RE: Quick question
Good morning Nick. As follow-up to the values Iprovided to you yesterday, Iwant to also provide you with
Please let us know if you have questions about these numbers. (b)Lr)Jeff BurlesonResource PlanningGeorgia Powera Southern Company(404) 506-3050Intranet: Resource Planning
----- Original Message-----From: Burleson, Jeffrey A.Sent: Wednesday, February 10, 2010 12:24 PMTo : Nicholas.Whitcombe@hq.doe.govCc: Long, Earl C.Subject: RE : Quick questionNick, Earl passed your questions along to me. The answers are given below. Please let me know if you have any questions about thisinformation.- 2,200 MW serves x households and x people The 2,200 MWs of Vogtle units 3 and 4 capacity are expected to be able to serve about550,000 residential homes, representing about 1.4 million people.- GHG avoidance (C02, NOX, SOX) vs coal plant The 2,200 MWs of Vogtle units 3 and 4 capacity are expected to be able to avoid thefollowing approximate amounts of emissions, as compared to new supercritical pulverized coal generation burning central appalachiancoal:16 million tons C02/yr3,900 tons NOX/yr5,500 tons SOX/yr
Jeff BurlesonResource PlanningGeorgia Powera Southern Company(404) 506-3050Intranet: Resource Planning
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----- Original Message-----From: Long, Earl C.Sent: Wednesday, February 10, 2010 11:12 AMTo: Burleson, Jeffrey A.Subject: FW: Quick question
----- Original Message-----From: Whitcombe, Nicholas [mailto:Nicholas.Whitcombe@hq.doe.gov]Sent: Wednesday, February 10, 2010 10:47 AMTo: Long, Earl C.; 'slong@southernco.com'Subject: Quick questionCan you provide for Vogtle:- 2,200 MW serves x households and x people- GHG avoidance (C02, NOX, SOX) vs coal plantFo r an administration fact sheet.Thanks so much in advance.Nick
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Reyes, ChristopherFrom: Long, Earl C. [eclong@southernco.com]Sent: Friday, November 06, 2009 3:55 PMTo: Alexander, Todd E.; Gordon, Lee; Nichols, Steven T.; ' jtwmercer@mercerthompson.com';Koontz, Eric A. (TS)Cc: Schultz, Douglas; Richardson, Susan; Cestari, Kenneth; Whitcombe, Nicholas; Frantz, David
Fitzgerald, Peter; 'pameer@greengatellc.com'; 'tdunbar@greengatellc.com'Subject: RE: Revised GPC Letter and Term Sheet
yes - we w ill be available and ready
From: Alexander, Todd E. [mailto:TAlexander@chadboure.com]Sent: Friday, November 06, 2009 3:46 PMTo: Alexander, Todd E.; Gordon, Lee; Nichols, Steven T.; Long, Earl C.; 'jtwmercer@mercerthompson.com'; Koontz, Eric A. (TS)Cc: 'Douglas.Schultz@hq.doe.gov'; 'Susan.Richardson@hq.doe.gov'; 'Kenneth.Cestari@hq.doe.gov';'Nicholas.Whitcombe@hq.doe.gov'; 'David.Frantz@hq.doe.gov'; Fitzgerald, Peter; 'pameer@greengatellc.com';'tdunbar@greengatellc.com'Subject: RE: Revised GPC Letter and Term SheetEarl,Is your team available to reconvene at 4:30 p.m. on the number below?ToddTodd E. AlexanderChadbourne & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5269 Ifax 646-710-5269talexander@,chadbourne.com Ihttp://www.chadbourne.comvCard: http://www.chadboume.com/vcard/talexander.vcfPlease consider the environment before printing this email.
From: Alexander, Todd E.Sent: Friday, November 06 , 2009 10:38 AMTo: Gordon, Lee; 'stnichol@southemco.com'; 'eclong@southemco.com'; 'jtwmercer@mercerthompson.com';'eric.koontz@troutmansanders.com'Cc: 'Douglas.Schultz@hq.doe.gov'; 'Susan.Richardson@hq.doe.gov'; Kenneth.Cestari@hq.doe.gov;'Nicholas.Whitcombe@hq.doe.gov'; 'David.Frantz@hq.doe.gov'; Fitzgerald, Peter; 'pameer@greengatellc.com';'tdunbar@greengatellc.com'Subject: RE : Revised GPC Letter and Term SheetFor our call at 1:30 p.m. (ET) today, please use the following: iwith passcodeToddTodd E. AlexanderChadbourne & Parke LL P30 Rockefeller Plaza, New York, NY 10112 te l 212-408-5269 | fax 646-710-5269talexander@(chadboumre.com | http://www.chadboume.convCard: http://www.chadboume.com/vcard/talexander.vcfPlease consider the environment before printing this email.
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From: Gordon, LeeSent: Wednesday, November 04, 2009 11:40 PMTo: 'stnichol@southemco.com'; 'eclong@southemco.com'; 'jtwmercer@mercerthompson.com'; 'eric.koontz@troutmansanders.com'Cc: 'Douglas.Schultz@hq.doe.gov'; 'Susan.Richardson@hq.doe.gov'; Kenneth.Cestari@hq.doe.gov;'Nicholas.Whitcombe@hq.doe.gov'; 'David.Frantz@hq.doe.gov'; Fitzgerald, Peter; Alexander, Todd E.Subject: Revised GPC Letter and Term SheetAll:Attached for your review please find a revised draft of the conditional commitment letter (as well as a blackline marked against the10/7 draft) and a revised draft of the term sheet (as well as a blackline marked against GPC's draft).Regards,LeeK. Lee GordonChadbourne & Parke LLP30 Rockefeller Plaza, New York, NY 10112 tel 212-408-5140 ( fax 646-710-51401eordon(chadboume.com Ihttp://www.chadboume.comvCard: http://www.chadboune.com/vcard/lgordon.vcfPlease consider the environment before printing this email.
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8/3/2019 Reyes Correspondence
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Reyes, ChristopherFrom: Nichols, Steven T. [STNICHOL@southernco.com]Sent: Friday, November 13, 2009 5:31 PMTo: 'TAlexander@chadbourne.com'; Long, Earl C.; 'LGordon@chadbourne.com';'jtwmercer@mercerthompson.com'; Koontz, Eric A. (TS)Cc: Cestari, Kenneth; Whitcombe, Nicholas; Frantz, David; Richardson, Susan;'pameer@greengatellc.com'; 'tdunbar@greengatellc.com'; 'PFitzgerald@chadbourne.com'Subject: Re: Revised Term Sheet
Ok, thanks for the update
From: Alexander, Todd E. To: Long, Earl C.; Gordon, Lee ; Nichols, Steven T.; 'jtwmercer@mercerthompson.com'; Koontz, Eric A. (TS)Cc : 'Cestari, Kenneth' ; 'Whitcombe, Nicholas' ; 'Frantz, David'; 'Richardson, Susan' ; 'Paul Ameer' ;'Travis