Kay,

Our deal with Panda Energy involves 4 LM units.  I believe that this is the 
total number of units in our current LV Co Gen project.  Ben is planning to 
talk with Lee at GE.

I talked with Panda this morning.  They do not have a fixed close date.  They 
are working off the assumption that closing will ocurr within 4-6 weeks of 
signing the Letter Agreement.  I believe that this is doable.

Chris Booth will provide you with respective unit delivery dates.  He is 
working with Matt Tezyk to determine the serial #'s (apparently GE has not 
yet assigned serial #'s to the units).  What price are we assigning to the 
LLC member interests in the Northwestern Letter Agreement?  Let's stay 
consistent with that document.  The person who will be signing for Panda is 
Gary Hubbard, Senior Vice President.

The purchase price is $16.45 MM per unit with a 10% development fee payable 
to ENA upon execution of the Letter Agreement.  The balance of the purchase 
price will escrowed by Panda upon approval of the Facility Agreement (similar 
to Intergen structure) and payable to ENA at closing.  Is this the pricing 
information that you need to establish the maximum liability amont?

Ben:  We need to talk re: the transformers.  We quoted Panda $950K per unit 
for the two transformers.  It is not clear if the transformers will work for 
Panda w.r.t. interconnect voltage and plant configuration.  If we are 
re-loading with more LM's, do we need to keep the transformers for our use at 
LV Co-Gen?

Kathleen:  I have a call into Bill Lamb at Panda regarding the CA's.  I will 
let you know when I hear back from him.

Fred






Kay Mann@ENRON
02/26/2001 06:15 PM
To: Fred Mitro/HOU/ECT@ECT
cc: Ben Jacoby/HOU/ECT@ECT, Chris Booth/NA/Enron@Enron, Kathleen 
Carnahan/NA/Enron@Enron 
Subject: Re: Panda Energy  

Fred,

Dale Rasmussen has been handling the breakout contracts for the LV CoGen 
project, and I think the form is in good shape. However, the breakout 
contract is for all the LV Co Gen units, but that is easy enough to fix. Does 
GE know this is coming?

What are you projecting for a closing date?

 We need the unit numbers (original and serial), associated delivery dates, 
price attributable to the units (maximum liability amount), price to sell the 
LLC member interests, and the contact persons from Panda for the contract.  
Will there be a development fee, and if so, how much?

If you get me the particulars of the deal we can work on it in house.  We 
have the forms, so we can get cracking without outside counsel.  In fact, 
I've been working on the form letter agreement today in connection with the 
other deal.  Retaining outside counsel requires internal approval, which I'm 
sure we can get in the next day or two, assuming no conflict of interest. I 
can get started on the process if you are ready.

If you think these guys are serious, we can set up the LLC's.  We may want 
two LLC's if the total price is in excess of $50mm.  Kathleen, please talk to 
me before we do this as I think we should discuss the slate of officers.

Kay





Fred Mitro@ECT
02/26/2001 05:56 PM
To: Stephen Thome/HOU/ECT@ECT
cc: Ben Jacoby/HOU/ECT@ECT, Christopher F Calger/PDX/ECT@ECT, Kay 
Mann/Corp/Enron@Enron, Chris Booth/NA/Enron@Enron, Kathleen 
Carnahan/NA/Enron@Enron 

Subject: Panda Energy

Steve:

I talked with Ben this afternoon and understand that we are ready to proceed 
with Panda Energy in a transaction involving the sale of member interests in 
special purpose entities associated with the four(4) LV units.  I have left a 
message with Panda letting them know that we are prepared to proceed and will 
begin preparing a set of draft definitive agreements for their review.  I 
have asked Panda to confirm that they are ready to receive these documents 
and proceed.  I understand that you are in Houston.  Please call/see me 
tomorrow morning so that we can discuss this transaction.

Kay:  We need to prepare a draft set of definitive agreements for this 
transaction.  Can Carolyn complete this while you are in New York?  Also, 
what is the status of the LM Breakout contract for the 4 LV units.  Let me 
know.

Kathleen:  We need to confirm tomorrow morning that we have received executed 
CA's from Panda.  I have the CA execution originals for the four Panda 
entities at my desk for Ben's signature.  These need to be received prior to 
sending Panda the definitive agreements.  We will fax signature pages to Ben 
tomorrow.

Chris:  See me tomorrow morning to discuss the technical spec's that were 
sent to Panda

I will be at my desk by 8 am tomorrow morning.

Thanks,
Fred
x35406