Thank you for your helpful comments.  Good points.

On the timing issue, we still have the time sensitivity, but I hate to give 
it a precise day.  Maybe the way to address that is within 10 BD's, as 
mutually agreed.

I don't have the doc in front of me (I'm in Florida), but I thought it said 
ENA was taking responsibility for increases in the Purchase Amount as it 
exists the date of closing.  I'll check.

I agree with deleting CO definition.  It doesn't add anything.

Again, thanks.

Kay




"Campbell, Carolyn" <CCampbell@KSLAW.com> on 03/01/2001 02:07:06 PM
To: "'kay.mann@enron.com'" <kay.mann@enron.com>
cc: "Keffer, John" <JKeffer@KSLAW.com> 

Subject: FW: Form for Blue Dog


Kay:

I have a few minor comments to the new draft of the LLC Letter Agreement:

1.  Section 2 - The new draft provides for closing "no later than 10
business days" after funding the escrow, while the old draft provided for
closing "on the 7th business day" after funding the escrow.  I have a
recollection that ENA actually needed the 7 business days and no less (thus
the requirement of ON the 7th business day) in order to prepare for closing,
and was trying to avoid the possibility of the counterparty wanting to close
before ENA could complete the matters required of it to properly effect a
transfer.  If the timing on this is not sensitive, the new draft is fine.

2.   Section 5(a) - The new draft provides that ENA is responsible for any
"increase in the Purchase Amount," if the increase is caused by ENA's acts
or omissions.  The new draft does not mention the base amount or point of
reference, any increase over which would thus be ENA's responsibility.  (The
old draft provided that ENA was responsible for the Purchase Amount, as
determined on the basis of facts and circumstances existing prior to
closing).

3.  Section 9(a)(xiv) - It appears that a verb is missing from this
sentence.

4.  Section 19(c) - I think the definition of "Commercial Operation" can be
deleted, since the only place it appears is in Section 19(g), where it is
used with the parenthetical (as defined in the Turbine Contract).  However,
we need to confirm that "commercial operation" is actually defined in the
Turbine Contract, as I believe this was the transaction where the term was
constantly used in the underlying agreement without definition.

5.  Section 19(g) - In the definition of "Take Over," replace both
references to "Unit" with references to the "GE Equipment".

Please call if you want to discuss these comments.  Thank you.

Carolyn M. Campbell
King?& Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>



-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Thursday, March 01, 2001 7:05 AM
To: ccampbell@kslaw.com
Subject: Form for Blue Dog


Hi Carolyn,

Could you check this and see if I did anything stupid with the revisions:

(See attached file: Form of LLC Purchase Letter AgreementBD2u.doc)

Thanks,

Kay




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 - Form of LLC Purchase Letter AgreementBD2u.doc