GE has graciously  extended our option period and is attempting to 
accellerate our back-fill delivery.  The game is still on.... Panda 
included.  Their red-lines are attached below.  I haven't read the 
"documentation", but I suspect Panda/AEP has been busy all this time 
recrafting a completely new structure.  

Steve
---------------------- Forwarded by Stephen Thome/HOU/ECT on 03/21/2001 12:26 
PM ---------------------------


"Lori Holt" <LoriH@pandaenergy.com> on 03/21/2001 12:10:09 PM
To: <Jake.thomas@enron.com>, <Stephen.Thome@enron.com>
cc: "Bruce Dyer" <bruced.Dallas.Panda@pandaenergy.com>, "Jimmy Teringo" 
<JimmyT.Dallas.Panda@pandaenergy.com>, "Steve Anderson" 
<SteveA.Dallas.Panda@pandaenergy.com> 
Subject: Fwd: Enron Turbine Acquisition Structure


Steve,
Please review and call when you are finished.
Regards,
Lori
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Subject: Enron Turbine Acquisition Structure
To: Lorih@pandaenergy.com
Cc: grooney@aep.com, rlmetersky@aep.com, wfhenze@jonesday.com
From: dtmusselman@aep.com
Date: Wed, 21 Mar 2001 12:55:01 -0500
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Lori:  Attached you will find a Draft Purchase & Sale Agreement under which
a synthetic financing entity would acquire from E-Next an LLC which has as
its sole asset the right to a GE Turbine.  This structure is desirable to
us since it makes a cleaner break and we believe it is permitted by the PO.
We have also confirmed with our financing entity that it is a structure
which is acceptable to them in concept.  We would like to confirm with GE
that this would be acceptable to them and you will also find a form of
letter attached which would serve as GE's confirmation of that fact.  By a
separate e-mail, in the very near future, I am intending to provide a
diagram which shows all steps of the deal structure (in word processing
now.

Please call with any comments or questions.(See attached file: Turbine
Acquisition Documentation.DOC)(See attached file: GE Letter.doc)


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 - Turbine Acquisition Documentation.DOC
 - GE Letter.doc