From: To: Cc: Subject: Date:

Cestari, Kenneth Silver, Jonathan Cestari, Kenneth RE: another thought in prep for tomorrow"s meeting Wednesday, June 09, 2010 5:16:27 PM

b5

(b) (5) I am just now seeing this (I was out at a meeting yesterday regarding and have been tied up today). I can only speak to Vogtle with respect to disclosure. In Vogtle, Georgia Power has not disclosed the credit subsidy cost to the Georgia Public Service Commission or to anyone else. GP has told the PSC of projected annual savings if the loan guarantee is issued. Also, GP will disclose certain terms and conditions of the loan guarantee conditional commitment to the extent that the terms and conditions would affect other creditors to GP (i.e., GP disclosed that it would mortgage the property to DOE). b5

Kenneth C. Cestari Loan Guarantee Program U.S. Department of Energy 1000 Independence Avenue SW Washington, DC 20585 Office - 202.287.5523 Mobile - 202.306.7889 Kenneth.Cestari@hq.doe.gov http://www.lgprogram.energy.gov From: Silver, Jonathan Sent: Tuesday, June 08, 2010 12:50 PM To: Cestari, Kenneth Subject: FW: another thought in prep for tomorrow's meeting

Any thoughts on this?

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

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into consideration.

From: Saad, Fouad P. [mailto:Fouad_P._Saad@omb.eop.gov] Sent: Tuesday, December 22, 2009 8:08 PM To: Colyar, Kelly; Lyberg, Sarah A. Cc: Carroll, Kevin; Stein, Nora; Varadarajan, Uday Subject: RE: Vogtle language to borrowers

Kelly, Thanks for the clarification. (b) (5)

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We can think of a few ways to clarify this that we wanted to run by you. Were open to other suggestions too; Would any of these variants work for DOE? 1.

b5

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2.

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3.

Thanks, Fouad

b5

From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Tuesday, December 22, 2009 6:24 PM To: Saad, Fouad P.; Lyberg, Sarah A. Cc: Carroll, J. Kevin; Stein, Nora; Varadarajan, Uday Subject: RE:(b) (5) & Vogtle..status?

The loan amount in the term sheet captures capitalized interest. The obligation amount is the sum of disbursements (i.e., Face Value). Specifically on OPC, the loan amount was revised thought I sent, no? in the final term sheet. I

From: Saad, Fouad P. [mailto:Fouad_P._Saad@omb.eop.gov] Sent: Tuesday, December 22, 2009 4:58 PM To: Colyar, Kelly; Lyberg, Sarah A.
Kelly Colyar GPC Correspondence 8

Cc: Carroll, Kevin; Stein, Nora; Varadarajan, Uday Subject: RE:(b) (5) & Vogtle..status?

b5

Kelly,

Am I missing something? Fouad

From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Tuesday, December 22, 2009 4:44 PM To: Lyberg, Sarah A.; Saad, Fouad P. Cc: Carroll, J. Kevin; Stein, Nora; Varadarajan, Uday Subject: RE:(b) (5) & Vogtle..status?

Attached is the language per the agreed upon format for relaying the credit subsidy cost estimates to the Vogtle borrowers. I've also attached a summary spreadsheet showing the dollar calculations. Let me know if you have any questions. Thanks.
From: Lyberg, Sarah A. [mailto:Sarah_A._Lyberg@omb.eop.gov] Sent: Monday, December 21, 2009 4:52 PM To: Colyar, Kelly; Saad, Fouad P. Cc: Carroll, Kevin; Stein, Nora; Varadarajan, Uday Subject: RE: (b) (5) & Vogtle..status?

Just looping in while folks are still monitoring blackberries.

b5

(b) (5)

Vogtle: Not sure if there was a separate email, but OMB staff have confirmed the cash flows and subsidy rates for the Gate 2 estimates outlined in your email on Friday (copied below). Also, there was agreement on the percent range for GPC, in lieu of the rates below. At this point, I believe the only thing outstanding is the language communicating the ranges to the borrower, with loan levels, etc. Is that correct?

Kelly Colyar GPC Correspondence 9

From: To: Subject: Date: Attachments:

Brian Oakley Colyar, Kelly; anthony.curcio@summitllc.us RE: Vogtle language to borrowers Wednesday, December 23, 2009 8:52:42 AM image001.png

I think youre in good shape. Borrowers understand cap I and interest rate movements. Brian Oakley Scully Capital 1133 15th Street, NW Suite 900 Washington, DC 20005 (202)775-3434 (o) (202)775-6049 (f)

From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Wednesday, December 23, 2009 6:18 AM To: Brian Oakley; anthony.curcio@summitllc.us Subject: Fw: Vogtle language to borrowers Thoughts? Hopefully, I haven't screwed this up...

From: Lyberg, Sarah A. <Sarah_A._Lyberg@omb.eop.gov> To: Colyar, Kelly; Saad, Fouad P. <Fouad_P._Saad@omb.eop.gov> Cc: Carroll, Kevin; Stein, Nora <Nora_Stein@omb.eop.gov>; Varadarajan, Uday Sent: Wed Dec 23 06:14:01 2009 Subject: RE: Vogtle language to borrowers

Understood. I think that clarifies for me some of what youre getting at. A few questions before we talk are below. Energy branch may have more. Maybe we could do 9:15? Does that work for folks?
(b) (5)

b5

From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Wednesday, December 23, 2009 6:10 AM To: Lyberg, Sarah A.; Saad, Fouad P. Cc: Carroll, J. Kevin; Stein, Nora; Varadarajan, Uday Subject: Re: Vogtle language to borrowers Sure. The confusion is that the only number they have as a reference point is what is in the Term Sheet.
Kelly Colyar GPC Correspondence 15

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From: To: Cc: Subject: Date: Attachments:

Anthony Curcio Colyar, Kelly boakley@scullycapital.com RE: Vogtle language to borrowers Wednesday, December 23, 2009 9:20:31 AM image001.png

I think that you have it right. Explaining it in plain English to the borrower should also help.

A handy synonym for obligation should be disbursements or disbursements from the lender.

If you say b5

b5

hat is, you can disclose that if they really care. Not sure if they really care as long as they have been told of the dollar amount.

AC

J. Anthony Curcio COO & Practice Lead, Federal Credit Advisory Summit Consulting, LLC* 927 15th Street NW, Suite 600 Washington, DC 20005 Phone 202.246.0073 www.summitllc.us <http://www.summitllc.us/> *Summit Consulting is an SBA certified 8(a) company with GSA FABS and MOBIS schedules

From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Wednesday, December 23, 2009 6:18 AM To: boakley@scullycapital.com; anthony.curcio@summitllc.us Subject: Fw: Vogtle language to borrowers

Thoughts? Hopefully, I haven't screwed this up...

_____ From: Lyberg, Sarah A. <Sarah_A._Lyberg@omb.eop.gov> To: Colyar, Kelly; Saad, Fouad P. <Fouad_P._Saad@omb.eop.gov>

Kelly Colyar GPC Correspondence 20

Cc: Carroll, Kevin; Stein, Nora <Nora_Stein@omb.eop.gov>; Varadarajan, Uday Sent: Wed Dec 23 06:14:01 2009 Subject: RE: Vogtle language to borrowers Understood. I think that clarifies for me some of what youre getting at. A few questions before we talk are below. Energy branch may have more. Maybe we could do 9:15? Does that work for folks?

b5

(b) (5)

From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Wednesday, December 23, 2009 6:10 AM To: Lyberg, Sarah A.; Saad, Fouad P. Cc: Carroll, J. Kevin; Stein, Nora; Varadarajan, Uday Subject: Re: Vogtle language to borrowers

Sure. The confusion is that the only number they have as a reference point is what is in the Term Sheet.

_____ From: Lyberg, Sarah A. <Sarah_A._Lyberg@omb.eop.gov> To: Colyar, Kelly; Saad, Fouad P. <Fouad_P._Saad@omb.eop.gov> Cc: Carroll, Kevin; Stein, Nora <Nora_Stein@omb.eop.gov>; Varadarajan, Uday Sent: Wed Dec 23 05:58:05 2009 Subject: Re: Vogtle language to borrowers

b5

I am not sure what the confusion is-(b) (5) . What if the initial principal amount was in the parenthetical? Could we discuss this am, briefly?

_____ From: Colyar, Kelly <Kelly.Colyar@hq.doe.gov> To: Saad, Fouad P.; Lyberg, Sarah A. Cc: Carroll, J. Kevin; Stein, Nora; Varadarajan, Uday Sent: Tue Dec 22 21:50:39 2009 Subject: RE: Vogtle language to borrowers Fouad,

b5

Thanks for the email. I think the problem is The loan amount in the text I sent earlier comes from the Term Sheet which is what the

Kelly Colyar GPC Correspondence 21

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Would either of these work? Sarah, Nora, do you have a preference for any of the 3 options? Fouad

From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Wednesday, December 23, 2009 2:37 PM To: Lyberg, Sarah A.; Saad, Fouad P. Cc: Stein, Nora; Varadarajan, Uday Subject: RE: Vogtle language to borrowers Per our conversation, here's what I propose (see additions in red). I've tried to tie this to the Term Sheet so as to be clear to the borrower. We are looking at the other Term Sheets now to make sure this works across all of them and to pull the exact language. Let me know if this gets at the issues we are trying to address. Thanks.

Based on the Terms and Conditions negotiated between Oglethorpe Power Corporation and the DOE Loan Guarantee Program Office (LGPO), (b) (5)

b5

From: Lyberg, Sarah A. <Sarah_A._Lyberg@omb.eop.gov> To: Colyar, Kelly; Saad, Fouad P. <Fouad_P._Saad@omb.eop.gov> Cc: Carroll, Kevin; Stein, Nora <Nora_Stein@omb.eop.gov>; Varadarajan, Uday Sent: Wed Dec 23 06:14:01 2009 Subject: RE: Vogtle language to borrowers

Understood. I think that clarifies for me some of what youre getting at. A few questions before we talk are below. Energy branch may have more. Maybe we could do 9:15? Does that work for folks?

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Kelly Colyar GPC Correspondence 27

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Attached is the language per the agreed upon format for relaying the credit subsidy cost estimates to the Vogtle borrowers. I've also attached a summary spreadsheet showing the dollar calculations. Let me know if you have any questions. Thanks.
From: Lyberg, Sarah A. [mailto:Sarah_A._Lyberg@omb.eop.gov] Sent: Monday, December 21, 2009 4:52 PM To: Colyar, Kelly; Saad, Fouad P. Cc: Carroll, Kevin; Stein, Nora; Varadarajan, Uday & Vogtle..status? Subject: RE: (b) (5)

b5

Just looping in while folks are still monitoring blackberries.

(b) (5)

Vogtle: Not sure if there was a separate email, but OMB staff have confirmed the cash flows and subsidy rates for the Gate 2 estimates outlined in your email on Friday (copied below). Also, there percent range for GPC, in lieu of the rates below. At this point, I b5 was agreement on the believe the only thing outstanding is the language communicating the ranges to the borrower, with loan levels, etc. Is that correct? cid:image002.png@01CA7FE4.9998A7F0

Nonresponsive

Kelly Colyar GPC Correspondence 30

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From: To: Cc: Subject: Date: Attachments:

Lyberg, Sarah A. Colyar, Kelly; Saad, Fouad P. Stein, Nora RE: Vogtle language to borrowers Wednesday, January 06, 2010 10:07:26 AM image001.png

b5

One thought going forwardwould it be possible to It might help avoid some of these difficult situations where there are very complicated terms.
From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Wednesday, January 06, 2010 10:00 AM To: Saad, Fouad P. Cc: Stein, Nora; Lyberg, Sarah A. Subject: RE: Vogtle language to borrowers

Fouad,

b5

(b) (5)

I think you are correct that this is confusing.

Regarding the second question, this is a complicated issue related to how the Term Sheet is written. Please see the text below from paragraph 3 of the Term Sheet:

A loan from FFB (each, a "Guaranteed Loan") available to each Borrower in the principal amount (the "Guaranteed Loan Amount") of up to the lesser of (i) in the case of SPV 1, $728,236,000, in the case of SPV2, $692,546,000, and in the case of SPV3, $599,739,000, and (ii) in each such case, such Borrower's Maximum Loan Percentage of its Eligible Project Costs which percentage, when taken together with each other Borrower's Maximum Loan Percentage of its Eligible Project Costs, shall not exceed 50% of Eligible Project Costs attributable to the Undivided Interests in the aggregate (which amounts to $1,808,910,000), as set forth on Schedule 2 attached hereto. As used herein, "Eligible Project Costs" shall mean those portions of MEAG Base Project Costs that are eligible for funding as "Project Costs" as defined in the Regulations, and includes capitalized interest.
(b) (5)

b5

From: Saad, Fouad P. [mailto:Fouad_P._Saad@omb.eop.gov] Sent: Tuesday, January 05, 2010 1:39 PM To: Colyar, Kelly Cc: Stein, Nora; Lyberg, Sarah A. Subject: RE: Vogtle language to borrowers

Kelly Colyar GPC Correspondence 39

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From: Lyberg, Sarah A. <Sarah_A._Lyberg@omb.eop.gov> To: Colyar, Kelly; Saad, Fouad P. <Fouad_P._Saad@omb.eop.gov> Cc: Carroll, Kevin; Stein, Nora <Nora_Stein@omb.eop.gov>; Varadarajan, Uday Sent: Wed Dec 23 06:14:01 2009 Subject: RE: Vogtle language to borrowers

Understood. I think that clarifies for me some of what youre getting at. A few questions before we talk are below. Energy branch may have more. Maybe we could do 9:15? Does that work for folks?

b5

(b) (5)

From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Wednesday, December 23, 2009 6:10 AM To: Lyberg, Sarah A.; Saad, Fouad P. Cc: Carroll, J. Kevin; Stein, Nora; Varadarajan, Uday Subject: Re: Vogtle language to borrowers Sure. The confusion is that the only number they have as a reference point is what is in the Term Sheet.

From: Lyberg, Sarah A. <Sarah_A._Lyberg@omb.eop.gov> To: Colyar, Kelly; Saad, Fouad P. <Fouad_P._Saad@omb.eop.gov> Cc: Carroll, Kevin; Stein, Nora <Nora_Stein@omb.eop.gov>; Varadarajan, Uday Sent: Wed Dec 23 05:58:05 2009 Subject: Re: Vogtle language to borrowers

b5

I am not sure what the confusion is-(b) (5) Could we discuss this am, briefly?

What if the initial principal amount was in the parenthetical?

From: Colyar, Kelly <Kelly.Colyar@hq.doe.gov> To: Saad, Fouad P.; Lyberg, Sarah A. Cc: Carroll, J. Kevin; Stein, Nora; Varadarajan, Uday Sent: Tue Dec 22 21:50:39 2009 Subject: RE: Vogtle language to borrowers Fouad,

Kelly Colyar GPC Correspondence 43

b5

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The loan amount in the term sheet captures capitalized interest. The obligation amount is the sum of disbursements (i.e., Face Value).

b5

Specifically on OPC, the loan amount was revised thought I sent, no?

in the final term sheet. I

From: Saad, Fouad P. [mailto:Fouad_P._Saad@omb.eop.gov] Sent: Tuesday, December 22, 2009 4:58 PM To: Colyar, Kelly; Lyberg, Sarah A. Cc: Carroll, Kevin; Stein, Nora; Varadarajan, Uday Subject: RE: (b) (5) & Vogtle..status?

Kelly,

b5
Am I missing something? Fouad
From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Tuesday, December 22, 2009 4:44 PM To: Lyberg, Sarah A.; Saad, Fouad P. Cc: Carroll, J. Kevin; Stein, Nora; Varadarajan, Uday Subject: RE: (b) (5) & Vogtle..status?

b5

Attached is th er the agreed upon format for relaying the credit subsidy cost estimates to the Vogtle borrowers. I've also attached a summary spreadsheet showing the dollar calculations. Let me know if you have any questions. Thanks.
From: Lyberg, Sarah A. [mailto:Sarah_A._Lyberg@omb.eop.gov] Sent: Monday, December 21, 2009 4:52 PM To: Colyar, Kelly; Saad, Fouad P. Cc: Carroll, Kevin; Stein, Nora; Varadarajan, Uday Subject: RE: (b) (5) & Vogtle..status?

b5

Just looping in while folks are still monitoring blackberries.

(b) (5)

Vogtle: Not sure if there was a separate email, but OMB staff have confirmed the cash flows and subsidy rates for the Gate 2 estimates outlined in your email on Friday (copied below). Also, there
Kelly Colyar GPC Correspondence 45

b5

was agreement on the percent range for GPC, in lieu of the rates below. At this point, I believe the only thing outstanding is the language communicating the ranges to the borrower, with loan levels, etc. Is that correct? cid:image002.png@01CA7FE4.9998A7F0

Nonresponsive

Kelly Colyar GPC Correspondence 46

From: To: Subject: Date:

Brian Oakley Colyar, Kelly; anthony.curcio@summitllc.us RE: Vogtle Thursday, December 17, 2009 9:54:18 AM

Can we get a quick view of what the Gate 2 subsidy range will be? I think this is an important input. As a general matter, down in our analysis. With all that said: GPC weve already taken them

b5

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OPC MEAG

b5 b6
Im on b6 if you have time to discuss.

Brian Oakley Scully Capital 1133 15th Street, NW Suite 900 Washington, DC 20005 (202)775-3434 (o) (202)775-6049 (f)

From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Thursday, December 17, 2009 9:37 AM To: Brian Oakley; anthony.curcio@summitllc.us Subject: Fw: Vogtle I'm discussing at 12:30. Can you send me any thoughts by noon? Thanks.

From: Mertens, Richard A. <Richard_A._Mertens@omb.eop.gov> To: Colyar, Kelly; Silver, Jonathan Cc: Liebman, Jeffrey B. <Jeffrey_B._Liebman@omb.eop.gov>; Cooper, Ryan H. <Ryan_H._Cooper@omb.eop.gov> Sent: Thu Dec 17 09:28:02 2009 Subject: RE: Vogtle

Below are our suggested revisions to DOEs credit subsidy cost assumptions for the base case, which we would like to discuss with you. Are you available any time between 11:30 am and 1:30 pm?
Kelly Colyar GPC Correspondence 49

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I am not available, unfortunately. Can we aim for 10:15? Is there a list in advance that might facilitate discussion?

From: Mertens, Richard A. <Richard_A._Mertens@omb.eop.gov> To: Silver, Jonathan; Colyar, Kelly Cc: Liebman, Jeffrey B. <Jeffrey_B._Liebman@omb.eop.gov>; Cooper, Ryan H. <Ryan_H._Cooper@omb.eop.gov> Sent: Thu Dec 17 09:06:32 2009 Subject: Vogtle We have some revisions to the assumptions for the Vogtle credit subsidy cost estimate that we would like to discuss with you this morning. Are you available at 9:20?

Kelly Colyar GPC Correspondence 51

Washington, DC 20005 Phone 202.246.0073 www.summitllc.us

*Summit Consulting is an SBA certified 8(a) company with GSA FABS and MOBIS schedules

From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Thursday, December 17, 2009 9:37 AM To: boakley@scullycapital.com; anthony.curcio@summitllc.us Subject: Fw: Vogtle I'm discussing at 12:30. Can you send me any thoughts by noon? Thanks.

From: Mertens, Richard A. <Richard_A._Mertens@omb.eop.gov> To: Colyar, Kelly; Silver, Jonathan Cc: Liebman, Jeffrey B. <Jeffrey_B._Liebman@omb.eop.gov>; Cooper, Ryan H. <Ryan_H._Cooper@omb.eop.gov> Sent: Thu Dec 17 09:28:02 2009 Subject: RE: Vogtle Below are our suggested revisions to DOEs credit subsidy cost assumptions for the base case, which we would like to discuss with you. Are you available any time between 11:30 am and 1:30 pm?

DOE Initial

OMB Alternative

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Georgia Power Company: Credit Rating: Recovery Rate: Estimated Credit Subsidy Range: Oglethorpe Credit Rating: Recovery Rate: Estimated Credit Subsidy Range: MEAG 1&2 Credit Rating: Recovery Rate: Recovery Lag: Estimated Credit
Kelly Colyar GPC Correspondence 53

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From: To: Subject: Date: Attachments:

Colyar, Kelly "Saad, Fouad P."; "Preston.Atkins@do.treas.gov"; Carroll, Kevin; Krauss, Lori; "Lyberg, Sarah A."; "Stein, Nora"; "Michael C. Falkenheim@omb.eop.gov" RE: Vogtle meeting Monday Sunday, December 13, 2009 10:17:41 PM DC1-282632-v20-DOE Vogtle MEAG Term Sheet.DOC 121309 Follow-up Items for Vogtle OMB.doc

In anticipation of tomorrow's meeting, below is the proposed agenda: b5

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Let me know if there are additional topics OMB would like to cover.

Also, attached is the Term Sheet for MEAG and an update to the set of follow up items.

I will bring the following materials: b5

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From: Colyar, Kelly Sent: Saturday, December 12, 2009 5:07 PM To: 'Saad, Fouad P.'; 'Preston.Atkins@do.treas.gov'; Carroll, Kevin; Krauss, Lori; 'Lyberg, Sarah A.'; 'Stein, Nora'; 'Michael_C._Falkenheim@omb.eop.gov' Subject: RE: Vogtle meeting Monday Thanks for the discussion Friday to outline the process to account for the 'cost' of the interest rate option (in email below). In addition, we need to determine how to calculate the cost. I'd like to discuss Monday (although any comments over the weekend are also welcome). I propose the following concept below based on GPC. This is a work in progress and subject to further reflection over the weekend--particularly related to how difficult this might be to implement. GPC Data from the attached file:

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Sent: Friday, December 11, 2009 11:44 AM To: Preston.Atkins@do.treas.gov; Saad, Fouad P.; Carroll, J. Kevin; Krauss, Lori A.; Lyberg, Sarah A.; Stein, Nora Cc: Paula.Farrell@do.treas.gov Subject: RE: tax exempt bonds (Vogtle) Thanks. That topic will likely be discussed Monday. We have an almost complete term sheet which I just received at 6:30 this morning. I'll be prepared to discuss Monday. -----Original Message----From: Preston.Atkins@do.treas.gov [mailto:Preston.Atkins@do.treas.gov] Sent: Friday, December 11, 2009 11:43 AM To: Colyar, Kelly; Fouad_P._Saad@omb.eop.gov; Carroll, Kevin; Krauss, Lori; Sarah_A._Lyberg@omb.eop.gov; Nora_Stein@omb.eop.gov Cc: Paula.Farrell@do.treas.gov Subject: RE: tax exempt bonds (Vogtle) Kelly,

b5

Is there a proposed meeting to discuss MEAG with OMB? Preston

I'd like to attend.

-----Original Message----From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Friday, December 11, 2009 11:29 AM To: Saad, Fouad P.; Carroll, Kevin; Krauss, Lori; Lyberg, Sarah A.; Stein, Nora; Atkins, Preston Jr Subject: tax exempt bonds (Vogtle)

b5

Could you send me the specific language from the we've discussed

that

As you may be aware, the equity contributions for the MEAG SPV's will . DOE legal would like to review the language from IRS code and A-129 to understand any implications. Thanks.

Kelly Colyar GPC Correspondence 103

From: To: Cc: Subject: Date: Attachments:

Colyar, Kelly "Lyberg, Sarah A."; "Saad, Fouad P." "Stein, Nora"; Varadarajan, Uday RE: Vogtle language to borrowers Wednesday, December 23, 2009 2:36:57 PM image001.png

Per our conversation, here's what I propose (see additions in red). I've tried to tie this to the Term Sheet so as to be clear to the borrower. We are looking at the other Term Sheets now to make sure this works across all of them and to pull the exact language. Let me know if this gets at the issues we are trying to address. Thanks. Based on the Terms and Conditions negotiated between Oglethorpe Power Corporation and the DOE Loan Guarantee Program Office (LGPO) (b) (5)

Nonresponsive

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From: Lyberg, Sarah A. <Sarah_A._Lyberg@omb.eop.gov> To: Colyar, Kelly; Saad, Fouad P. <Fouad_P._Saad@omb.eop.gov> Cc: Carroll, Kevin; Stein, Nora <Nora_Stein@omb.eop.gov>; Varadarajan, Uday Sent: Wed Dec 23 06:14:01 2009 Subject: RE: Vogtle language to borrowers

Understood. I think that clarifies for me some of what youre getting at. A few questions before we talk are below. Energy branch may have more. Maybe we could do 9:15? Does that work for folks?
(b) (5)

b5

From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Wednesday, December 23, 2009 6:10 AM To: Lyberg, Sarah A.; Saad, Fouad P. Cc: Carroll, J. Kevin; Stein, Nora; Varadarajan, Uday Subject: Re: Vogtle language to borrowers Sure. The confusion is that the only number they have as a reference point is what is in the Term Sheet.

Kelly Colyar GPC Correspondence 105

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2.

3.

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Thanks, Fouad

From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Tuesday, December 22, 2009 6:24 PM To: Saad, Fouad P.; Lyberg, Sarah A. Cc: Carroll, J Kevin; Stein Nora; Varadarajan, Uday Subject: RE:(b) (5) & Vogtle..status?

b5

The loan amount in the term sheet captures capitalized interest. The obligation amount is the sum of disbursements (i.e., Face Value). Specifically on OPC, the loan amount was revised thought I sent, no? in the final term sheet. I

From: Saad, Fouad P. [mailto:Fouad_P._Saad@omb.eop.gov] Sent: Tuesday, December 22, 2009 4:58 PM To: Colyar, Kelly; Lyberg, Sarah A. Cc: Carroll, Kevin; Stein, Nora; Varadarajan, Uday Subject: RE:(b) (5) & Vogtle..status?

b5

Kelly,

Am I missing something? Fouad

From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Tuesday, December 22, 2009 4:44 PM To: Lyberg, Sarah A.; Saad, Fouad P. Cc: Carroll, J. Kevin; Stein, Nora; Varadarajan, Uday Subject: RE: (b) (5) & Vogtle..status?

b5

Attached is the language per the agreed upon format for relaying the credit subsidy cost estimates to the Vogtle borrowers. I've also attached a summary spreadsheet showing the dollar calculations. Let me know if you have any questions.
Kelly Colyar GPC Correspondence 107

Thanks.
From: Lyberg, Sarah A. [mailto:Sarah_A._Lyberg@omb.eop.gov] Sent: Monday, December 21, 2009 4:52 PM To: Colyar, Kelly; Saad, Fouad P. Cc: Carroll, Kevin; Stein, Nora; Varadarajan, Uday Subject: RE: (b) (5) & Vogtle..status?

Just looping in while folks are still monitoring blackberries.

(b) (5)

b5
Vogtle: Not sure if there was a separate email, but OMB staff have confirmed the cash flows and subsidy rates for the Gate 2 estimates outlined in your email on Friday (copied below). Also, there percent range for GPC, in lieu of the rates below. At this point, I was agreement on the believe the only thing outstanding is the language communicating the ranges to the borrower, with loan levels, etc. Is that correct? cid:image002.png@01CA7FE4.9998A7F0

Nonresponsive

Kelly Colyar GPC Correspondence 108

Nonresponsive

Nonresponsive

Nonresponsive

From: Saad, Fouad P. <Fouad_P._Saad@omb.eop.gov> To: Colyar, Kelly Cc: Stein, Nora <Nora_Stein@omb.eop.gov>; Varadarajan, Uday; Lyberg, Sarah A. <Sarah_A._Lyberg@omb.eop.gov> Sent: Thu Dec 24 10:47:19 2009 Subject: RE: Vogtle language to borrowers

Kelly, How about this new alternative, starting from your proposed language with Term Sheet references (our edits in this blue, on top of your edits in red):
Kelly Colyar GPC Correspondence 109

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Subject: RE: (b) (5)

& Vogtle..status?

b5

The loan amo rm sheet captures capitalized interest. The obligation amount is the sum of disbursements (i.e., Face Value). Specifically on OPC, the loan amount was revised thought I sent, no? in the final term sheet. I

From: Saad, Fouad P. [mailto:Fouad_P._Saad@omb.eop.gov] Sent: Tuesday, December 22, 2009 4:58 PM To: Colyar, Kelly; Lyberg, Sarah A. Cc: Carroll, Kevin; Stein, Nora; Varadarajan, Uday Subject: RE:(b) (5) & Vogtle..status?

b5

Kelly,

Am I missing something? Fouad

From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Tuesday, December 22, 2009 4:44 PM To: Lyberg, Sarah A.; Saad, Fouad P. Cc: Carroll, J. Kevin; Stein, Nora; Varadarajan, Uday Subject: RE: (b) (5) & Vogtle..status?

b5

Attached is the language per the agreed upon format for relaying the credit subsidy cost estimates to the Vogtle borrowers. I've also attached a summary spreadsheet showing the dollar calculations. Let me know if you have any questions. Thanks.
From: Lyberg, Sarah A. [mailto:Sarah_A._Lyberg@omb.eop.gov] Sent: Monday, December 21, 2009 4:52 PM To: Colyar, Kelly; Saad, Fouad P. Cc: Carroll, Kevin; Stein, Nora; Varadarajan, Uday Subject: RE: (b) (5) & Vogtle..status?

b5

Just looping in while folks are still monitoring blackberries.

(b) (5)

Vogtle: Not sure if there was a separate email, but OMB staff have confirmed the cash flows and
Kelly Colyar GPC Correspondence 114

b5

subsidy rates for the Gate 2 estimates outlined in your email on Friday (copied below). Also, there was agreement on the percent range for GPC, in lieu of the rates below. At this point, I believe the only thing outstanding is the language communicating the ranges to the borrower, with loan levels, etc. Is that correct? cid:image002.png@01CA7FE4.9998A7F0

Nonresponsive

Kelly Colyar GPC Correspondence 115

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From: To: Subject: Date:

Colyar, Kelly "Nora Stein@omb.eop.gov"; "Fouad P. Saad@omb.eop.gov"; Carroll, Kevin; Krauss, Lori; "Sarah A. Lyberg@omb.eop.gov"; "Kathleen Cahill@omb.eop.gov"; "Michael C. Falkenheim@omb.eop.gov" Re: Vogtle Follow Up - meeting # 2 Thursday, December 10, 2009 5:46:27 PM

Great. We were so looking forward to being crude....but this sounds like a better plan. Thanks.

From: Stein, Nora <Nora_Stein@omb.eop.gov> To: Colyar, Kelly; Saad, Fouad P. <Fouad_P._Saad@omb.eop.gov>; Carroll, Kevin; Krauss, Lori; Lyberg, Sarah A. <Sarah_A._Lyberg@omb.eop.gov>; Cahill, Kathleen <Kathleen_Cahill@omb.eop.gov>; Falkenheim, Michael C. <Michael_C._Falkenheim@omb.eop.gov> Sent: Thu Dec 10 17:42:13 2009 Subject: RE: Vogtle Follow Up - meeting # 2

That deliverable was in reference to the crude methodology Anthony discussed yesterday. The analysis/framework, based on the RUS methodology, that Anthony is working now is what we are looking for. Thanks,
Nora Stein Policy Analyst Office of Management and Budget 202-395-7436 From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Thursday, December 10, 2009 5:36 PM To: Saad, Fouad P.; Carroll, J. Kevin; Krauss, Lori A.; Lyberg, Sarah A.; Stein, Nora; Cahill, Kathleen; Falkenheim, Michael C. Subject: Re: Vogtle Follow Up - meeting # 2 Fouad/Nora, Could you remind me of the context of the interest rate sensitivities? I'm not clear what the deliverable is. We are working on remaining responses and will get to you ASAP. Thanks.

From: Saad, Fouad P. <Fouad_P._Saad@omb.eop.gov> To: Colyar, Kelly; Carroll, Kevin; Krauss, Lori; Lyberg, Sarah A. <Sarah_A._Lyberg@omb.eop.gov>; Stein, Nora <Nora_Stein@omb.eop.gov>; Cahill, Kathleen <Kathleen_Cahill@omb.eop.gov>; Falkenheim, Michael C. <Michael_C._Falkenheim@omb.eop.gov> Sent: Tue Dec 08 20:48:28 2009 Subject: RE: Vogtle Follow Up - meeting # 2

Kelly, Thanks for todays meeting and materials. In addition to the follow-up questions / analysis (and
Kelly Colyar GPC Correspondence 123

see question in your email below too) we discussed at the meeting regarding Kevins amortization question, I also noted the following follow-up items:

b5

b5
If you have other items in your notes, please feel free to add these as well. Regards, Fouad

From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Tuesday, December 08, 2009 3:06 PM To: Carroll, J. Kevin; Saad, Fouad P.; Krauss, Lori A.; Falkenheim, Michael C.; Lyberg, Sarah A.; Stein, Nora Subject: RE: Follow Up

Kelly Colyar GPC Correspondence 124

b4

b5
b4

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I dont know that we have b5 but the question is how

that corresponds to these questions .

From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Monday, December 07, 2009 3:44 PM To: Carroll, J. Kevin; Saad, Fouad P.; Krauss, Lori A.; Falkenheim, Michael C.; Lyberg, Sarah A.; Stein, Nora Subject: RE: Follow Up

We are working on responses to the full set of questions below. I expect to have them shortly. In the short term, b5 That seems appropriate given the time frame anticipated for closing. (item 2 below)

b5 (item 3)
Thanks.

Perhaps we can do tomorrow?

From: Carroll, J. Kevin [mailto:J._Kevin_Carroll@omb.eop.gov] Sent: Thursday, December 03, 2009 9:08 PM To: Colyar, Kelly; Saad, Fouad P.; Krauss, Lori; Falkenheim, Michael C.; Lyberg, Sarah A.; Stein, Nora Subject: RE: Follow Up

b5

I think #4 gets at part of what I was asking: But I was also trying to figure out how it . If that can be translated into

From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Thursday, December 03, 2009 6:16 PM To: Saad, Fouad P.; Krauss, Lori A.; Carroll, J. Kevin; Falkenheim, Michael C.; Lyberg, Sarah A.; Stein, Nora Subject: Follow Up

Thanks again for meeting today to discuss Vogtle and Georgia Power. Below are the follow up items DOE has. Let me know if there are others we've missed. We aim to get you responses tomorrow. 1. Clarity on the outside boundary for the grace period. 2. Recommendation on technical assumptions for subsidy calculations 3. Recommendation on how to handle variable vs fixed rates in subsidy calculations

Kelly Colyar GPC Correspondence 126

4. Difference in PV of loan with current amortization schedule and level principal repayments 5. Summary of negotiated points/changes. 6. Summary of typical permitted liens in project finance and analysis of impact 7. List of common risk elements across all Vogtle deals. We are also working on the subsidy cashflows. Thanks.

Kelly Colyar GPC Correspondence 127

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I am not available, unfortunately. Can we aim for 10:15? Is there a list in advance that might facilitate discussion?

From: Mertens, Richard A. <Richard_A._Mertens@omb.eop.gov> To: Silver, Jonathan; Colyar, Kelly Cc: Liebman, Jeffrey B. <Jeffrey_B._Liebman@omb.eop.gov>; Cooper, Ryan H. <Ryan_H._Cooper@omb.eop.gov> Sent: Thu Dec 17 09:06:32 2009 Subject: Vogtle

We have some revisions to the assumptions for the Vogtle credit subsidy cost estimate that we would like to discuss with you this morning. Are you available at 9:20?

Kelly Colyar GPC Correspondence 132

From: To: Subject: Date:

Colyar, Kelly "Timberlake, Courtney B." RE: Vogtle Thursday, December 17, 2009 7:49:11 PM

This is helpful. thanks for quick turn-around. Please send to: Jonathan Me Rod Dave Frantz Thanks.
From: Timberlake, Courtney B. [mailto:Courtney_B._Timberlake@omb.eop.gov] Sent: Thursday, December 17, 2009 7:39 PM To: Colyar, Kelly Subject: RE: Vogtle

Okay. To make that a declarative statement, OMB has no objections to the terms and will be sending you an official email in the morning. Let me know who the other addressees should be. Thanks.
From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Thursday, December 17, 2009 7:35 PM To: Timberlake, Courtney B. Subject: RE: Vogtle

yes. that would be great. thanks.

From: Timberlake, Courtney B. [mailto:Courtney_B._Timberlake@omb.eop.gov] Sent: Thursday, December 17, 2009 7:33 PM To: Colyar, Kelly Subject: RE: Vogtle

Thanks. On a separate note, to whom should I send the note about the deal terms (debt financing, taxexempt bond stuff)? Is it acceptable if I tell you tonight that we are okaying the terms and send the official email in the morning?
From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Thursday, December 17, 2009 7:26 PM

Kelly Colyar GPC Correspondence 133

To: Mertens, Richard A.; Lyberg, Sarah A.; Saad, Fouad P.; Stein, Nora; Timberlake, Courtney B.; Liebman, Jeffrey B.; Cooper, Ryan H. Subject: RE: Vogtle

Thanks again for the discussions today to wrap up the review of Vogtle 3&4. It's been a tremendous effort to review these deals. We appreciate OMB's attention and efforts to bring this to closure. I wanted to confirm that we are in agreement on the parameters below for the Gate 2 subsidy estimates. As discussed, as a policy matter, the GPC estimate will assume a range of DOE and OMB agree that the Gate 2 estimate should reflect an assumption of a The final credit subsidy cost will be reviewed prior to financial closing and will reflect the final terms and conditions of the loan guarantee. Based on analyses at this point, a range seems appropriate.

b5

Lower Bound

Upper Bound

Recovery Delay

b5

GPC OPC MEAG SPV1 MEAG SPV2 MEAG SPV3

Please let me know if you have any questions. Regards, Kelly

From: Colyar, Kelly Sent: Thursday, December 17, 2009 3:45 PM To: 'Mertens, Richard A.'; 'Lyberg, Sarah A.'; Saad, Fouad P.; Stein, Nora Subject: RE: Vogtle

Thanks for the conversations earlier today. I believe we have a path forward for MEAG and Oglethorpe. Responses are below. Please let me know if there are any further questions on these subsidy estimates. With regard to Georgia Power, I will follow up later this afternoon. Thanks.

Kelly Colyar GPC Correspondence 134

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Subject: RE: Vogtle

Please see dial in number below for 12:30: 301-903-6403 Thanks.

From: Mertens, Richard A. [mailto:Richard_A._Mertens@omb.eop.gov] Sent: Thursday, December 17, 2009 10:10 AM To: Colyar, Kelly; Silver, Jonathan Cc: Liebman, Jeffrey B.; Cooper, Ryan H. Subject: RE: Vogtle

Okay lets do 12:30. Thanks.

From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Thursday, December 17, 2009 9:37 AM To: Mertens, Richard A.; Silver, Jonathan Cc: Liebman, Jeffrey B.; Cooper, Ryan H. Subject: Re: Vogtle How about 12:30? I can set up a conference call line. Thanks for the details below.

From: Mertens, Richard A. <Richard_A._Mertens@omb.eop.gov> To: Colyar, Kelly; Silver, Jonathan Cc: Liebman, Jeffrey B. <Jeffrey_B._Liebman@omb.eop.gov>; Cooper, Ryan H. <Ryan_H._Cooper@omb.eop.gov> Sent: Thu Dec 17 09:28:02 2009 Subject: RE: Vogtle

Below are our suggested revisions to DOEs credit subsidy cost assumptions for the base case, which we would like to discuss with you. Are you available any time between 11:30 am and 1:30 pm? DOE Initial OMB Alternative

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Georgia Power Company: Credit Rating: Recovery Rate: Estimated Credit Subsidy Range: Oglethorpe Credit Rating: Recovery Rate: Estimated Credit Subsidy Range:
Kelly Colyar GPC Correspondence 136

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From: To: Subject: Date:

Colyar, Kelly "Lyberg, Sarah A."; Mertens, Richard A.; Saad, Fouad P.; Stein, Nora; Timberlake, Courtney B.; Liebman, Jeffrey B.; Cooper, Ryan H. RE: Vogtle Thursday, December 17, 2009 8:02:38 PM

Sarah--that's correct. Thanks for the catch.

From: Lyberg, Sarah A. [mailto:Sarah_A._Lyberg@omb.eop.gov] Sent: Thursday, December 17, 2009 8:00 PM To: Colyar, Kelly; Mertens, Richard A.; Saad, Fouad P.; Stein, Nora; Timberlake, Courtney B.; Liebman, Jeffrey B.; Cooper, Ryan H. Subject: RE: Vogtle

b5

Thanks very much Kelly. One minor question on OPC. I thought the base case recovery rate was so the Is that correct?
From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Thursday, December 17, 2009 7:26 PM To: Mertens, Richard A.; Lyberg, Sarah A.; Saad, Fouad P.; Stein, Nora; Timberlake, Courtney B.; Liebman, Jeffrey B.; Cooper, Ryan H. Subject: RE: Vogtle

Thanks again for the discussions today to wrap up the review of Vogtle 3&4. It's been a tremendous effort to review these deals. We appreciate OMB's attention and efforts to bring this to closure. I wanted to confirm that we are in agreement on the parameters below for the Gate 2 subsidy estimates. As discussed, as a policy matter, the GPC estimate will assume a range of DOE and OMB agree that the Gate 2 estimate should reflect an assumption of The final credit subsidy cost will be reviewed prior to financial closing and will reflect the final terms and conditions of the loan guarantee. Based on analyses at this point, a range of seems appropriate.

b5

Lower Bound

Upper Bound

Recovery Delay

GPC OPC MEAG SPV1 MEAG SPV2 MEAG SPV3

Please let me know if you have any questions. Regards,

Kelly Colyar GPC Correspondence 138

b5

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I am not available, unfortunately. Can we aim for 10:15? Is there a list in advance that might facilitate discussion?

From: Mertens, Richard A. <Richard_A._Mertens@omb.eop.gov> To: Silver, Jonathan; Colyar, Kelly Cc: Liebman, Jeffrey B. <Jeffrey_B._Liebman@omb.eop.gov>; Cooper, Ryan H. <Ryan_H._Cooper@omb.eop.gov> Sent: Thu Dec 17 09:06:32 2009 Subject: Vogtle

We have some revisions to the assumptions for the Vogtle credit subsidy cost estimate that we would like to discuss with you this morning. Are you available at 9:20?

Kelly Colyar GPC Correspondence 142

Nonresponsive

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From: Lyberg, Sarah A. <Sarah_A._Lyberg@omb.eop.gov> To: Colyar, Kelly; Saad, Fouad P. <Fouad_P._Saad@omb.eop.gov>; Stein, Nora <Nora_Stein@omb.eop.gov> Sent: Fri Dec 18 18:45:51 2009 Subject: RE: OPC Cashflows--and summary chart

Kelly Colyar GPC Correspondence 143

Nope, just wondering if you were looking for a response tonight, given all the end of week pressure. So, Nora and I can go home now, and be in touch over the weekend (remotely, assuming snow)?
From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Friday, December 18, 2009 6:42 PM To: Lyberg, Sarah A.; Saad, Fouad P.; Stein, Nora Subject: Re: OPC Cashflows--and summary chart Was hoping to release on Monday. Do you see any issues?

From: Lyberg, Sarah A. <Sarah_A._Lyberg@omb.eop.gov> To: Colyar, Kelly; Saad, Fouad P. <Fouad_P._Saad@omb.eop.gov>; Stein, Nora <Nora_Stein@omb.eop.gov> Sent: Fri Dec 18 18:33:31 2009 Subject: RE: OPC Cashflows--and summary chart

Thanks! Just so were on the same pagewhats the timing for running, confirming, etc.?
From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Friday, December 18, 2009 4:45 PM To: Saad, Fouad P.; Lyberg, Sarah A.; Stein, Nora Subject: OPC Cashflows--and summary chart

Below are the credit subsidy ranges associated with the Vogtle loans. I will send the corresponding cashflows in a series of emails. I am sending GPC cashflows as well for documentation, but will rely on the range estimate agreed to yesterday. I will send the language to be provided to applicants under separate cover (agreed to text with changes to names and dollar values). Let me know if you have any questions. Thanks.

Kelly Colyar GPC Correspondence 144

From: To: Subject: Date:

Colyar, Kelly "Fouad P. Saad@omb.eop.gov" Re: GPC Friday, November 13, 2009 7:36:45 PM

We cannot finalize the gate 2 subsidy until the other loans are ready. CRB is to approve the conditional commitment. Subsidy estimate will have to be subsequent. Credit committee is wednesday.

From: Saad, Fouad P. <Fouad_P._Saad@omb.eop.gov> To: Colyar, Kelly Sent: Fri Nov 13 19:32:35 2009 Subject: RE: GPC

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OMB will of course want to review a transaction of this size. What is the goal for GPC at CRB? Is DOE proposing a Gate 2 range on this single loan guarantee?
From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Friday, November 13, 2009 7:26 PM To: Saad, Fouad P. Subject: Re: GPC GPC will go to CRB Friday. If OMB prefers not to review, let me know. Thanks.

From: Saad, Fouad P. <Fouad_P._Saad@omb.eop.gov> To: Colyar, Kelly Sent: Fri Nov 13 19:11:03 2009 Subject: RE: GPC

Kelly, I understand that you would like to get the Vogtle briefing process started, and fully appreciate that each loan may require its own briefing at some point. But our preference is to review these loans together as a package. Maybe the best way is to do them one per day over 3 consecutive days when theyre all ready Also, were likely to be knee deep in MAX Monday/Tuesday as we work to finalize PY data and error corrections before Tuesday deadline, and re-estimates by midweek too. That said, please let me know if there is a reason to start this process urgently. Fouad
From: Colyar, Kelly [mailto:Kelly.Colyar@hq.doe.gov] Sent: Friday, November 13, 2009 6:10 PM To: Saad, Fouad P. Subject: Re: GPC

Any update on timing? Thanks.

Kelly Colyar GPC Correspondence 160

----- Original Message ----From: Colyar, Kelly To: 'Fouad_P._Saad@omb.eop.gov' <Fouad_P._Saad@omb.eop.gov> Sent: Thu Nov 12 18:43:46 2009 Subject: GPC Fouad, We need to schedule some time to discuss GPC. As you know, this is one loan within the Vogtle project. We will present where we are with GPC and a high level what Vogtle is. Where there are open issues (e.g., how the other transactions interact), we will leave as TBDs. Can we schedule Monday afternoon or Tuesday afternoon? Also-do you know if any OMB crowd plans to attend training tuesday morning? I just need to plan space. Thanks.

Kelly Colyar GPC Correspondence 161

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5. Summary of negotiated points/changes. 6. Summary of typical permitted liens in project finance and analysis of impact 7. List of common risk elements across all Vogtle deals. We are also working on the subsidy cashflows. Thanks.

Kelly Colyar GPC Correspondence 173

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6.Summaryoftypicalpermittedliensinprojectfinanceandanalysisof impact

Below is a listing of typical permitted liens under a modern utility first mortgage bond indenture: 1. liens for taxes not yet due or liens for taxes being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the property subject to any such lien is not yet subject to foreclosure, sale or loss on account thereof) 2. liens in respect of property imposed by law arising in the ordinary course of business, such as materialmen's, mechanics', warehousemen's, carrier's, landlords' and other nonconsensual statutory liens which are not yet due and payable, which have been in existence less than 90 days or which are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the property subject to any such lien is not yet subject to foreclosure, sale or loss on account thereof) 3. pledges or deposits made in the ordinary course of business to secure payment of worker's compensation insurance, unemployment insurance, pensions or social security programs 4. liens arising from good faith deposits in connection with or to secure performance of tenders, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business (other than obligations in respect of the payment of borrowed money) 5. liens arising from good faith deposits in connection with or to secure performance of statutory obligations and surety and appeal bonds 6. easements, rights-of-way, restrictions (including zoning restrictions), minor defects or irregularities in title and other similar charges or encumbrances not, in any material respect, impairing the use of the encumbered property for its intended purposes 7. judgment liens that would not constitute an event of default 8. liens arising by virtue of any statutory or common law provision relating to banker's liens, rights of setoff or similar rights as to deposit accounts or other funds maintained with a creditor depository institution 9. liens securing indebtedness in an aggregate amount not to exceed $[TBD based on DOE Due Diligence] at any time outstanding any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any liens referred to in the foregoing
Kelly Colyar GPC Correspondence 177

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From: Frey, Nathan J. [mailto:Nathan_J._Frey@omb.eop.gov] Sent: Thursday, March 26, 2009 5:13 PM To: Ericsson, Sally C.; Aldy, Joseph E.; Fitzpatrick, Michael A.; Mertens, Richard A.; Robinson, Elizabeth M.; Rogers, Matt; Isakowitz, Steve; Fygi, Eric Cc: Neyland, Kevin F.; Timberlake, Courtney B.; Carroll, J. Kevin; Lyberg, Sarah A. Subject: RE: Title XVII Loan Guarantee Meeting Apologies -- thats Monday 3/30. From: Frey, Nathan J. Sent: Thursday, March 26, 2009 5:06 PM To: Ericsson, Sally C.; Aldy, Joseph E.; Fitzpatrick, Michael A.; Mertens, Richard A.; Robinson, Elizabeth M.; 'Matt.Rogers@hq.doe.gov'; 'Steve.Isakowitz@hq.doe.gov'; 'Eric.Fygi@hq.doe.gov' Cc: Neyland, Kevin F.; Timberlake, Courtney B.; Carroll, J. Kevin; Lyberg, Sarah A. Subject: Title XVII Loan Guarantee Meeting OMBs Office of Information and Regulatory Affairs would like to convene a meeting to discuss policylevel issues regarding DOEs Title XVII Loan Guarantee rule currently under review. Meeting is proposed for Monday 3/26 at 3:30pm in room 66 of the EEOB. Please RSVP by noon tomorrow.

Matt McMillen GPC Correspondence 18

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-----Original Message----From: Kymn, Christine J. [mailto:Christine_J._Kymn@omb.eop.gov] Sent: Wednesday, October 28, 2009 5:10 PM To: Richardson, Susan; Leong, Alvin Subject: Treasury comments: Proposed final rule on amendments to the Title XVII loan guarantee program Susan, Alvin,

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Forwarding Treasury's comments below. b5

Please let me know if you have any further questions. Thanks, Christine ************ Treasury's comments:

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The proposed final rule added a new sentence to proposed section

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Susan Richardson GPC Correspondence 200

From: To: Cc: Subject: Date: Attachments:

Stucky, Jean Barsy, Janet; Auman, Eva; O"Connor, Thomas (GC); Holland, Renee "PHeylman@saul.com" Fw: Call with OMB GC and WHC Tuesday, November 03, 2009 12:02:58 PM govt negotiating plas.doc

Fyi. How'd it go this morning?

From: Stucky, Jean To: 'Lazzeri, Michael A.' <Michael_A._Lazzeri@omb.eop.gov>; Bissell.Katherine@dol.gov <Bissell.Katherine@dol.gov>; Stone.William@dol.gov <Stone.William@dol.gov> Cc: 'Maxwell.Mary.Beth@dol.gov' <Maxwell.Mary.Beth@dol.gov> Sent: Mon Nov 02 18:42:11 2009 Subject: RE: Call with OMB GC and WHC <<govt negotiating plas.doc>>

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I'm attaching what's very much a draft of a point paper on the first issue b5

_____________________________________________ From: Sent: Lazzeri, Michael A. [mailto:Michael A. Lazzeri@omb.eop.gov] Monday, November 02, 2009 1:52 PM

To: Lazzeri, Michael A.; Stucky, Jean; Bissell.Katherine@dol.gov; Gray, Danielle; Canfield, Anna G.; Aitken, Steven D.; Bomberger, Melissa B.; Stone.William@dol.gov; Cc:; Bershteyn, Boris; Gordon, Robert M.; Blum, Mathew C. Subject: When: Call with OMB GC and WHC Tuesday, November 03, 2009 3:30 PM-4:00 PM (GMT-05:00) Eastern Time (US & Canada).

Where: call-in information to follow

Call to discuss two questions that arose during last b5 working group meeting:

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1 b5 2 b5

Thomas O'Connor GPC Correspondence Page 1