Hi Ed,  Here's the language they offered:  M. Each of the Cities has obligated itself to be responsible for and to pay= =20 to, or on behalf of, MDEA, if required, that proportion of the minimum=20 monthly fee which that City=01,s hourly demand was coincident with Entergy= =01,s=20 peak hour demand in the year 2000 bears to the sum of both Cities=01, hourl= y=20 demand during such hour; provided however, that each City has further=20 obligated itself to be responsible for and to pay that portion of EMPI=01,s= =20 monthly fee which the economic benefit to that City from transactions bears= =20 to the total economic benefit to both Cities from such transactions during= =20 the month.
It is a bit cumbersome, but I think I like it.
What do you think?
I'll forward the entire doc soon.
Kay

MDEA
