Here is the form of LLC agreement we used for the Intergen deal, tweaked a 
bit for lessons learned.  I will forward the updated letter agreement which 
has been improved also.  It relates to the Blue Dog turbines, so some of the 
defined terms are different.  I will also forward the Intergen docs so you 
can see some of the definitions, etc.  

One thing which wasn't addressed in the Intergen deal was the potential HSR 
issue (there wasn't one) which arises when the put or call option is 
exercised.  

I also have the TurboPark docs, which I can forward when it gets closer.  I 
don't know if I have the electronic versions of the other closing docs.  

Kay


---------------------- Forwarded by Kay Mann/Corp/Enron on 03/01/2001 12:46 
PM ---------------------------


"Campbell, Carolyn" <CCampbell@KSLAW.com> on 02/27/2001 02:18:43 PM
To: "'kay.mann@enron.com'" <kay.mann@enron.com>
cc: "Keffer, John" <JKeffer@KSLAW.com> 

Subject: LLC Agreement for Turbine LLC sale



 <<2rz802!.DOC>>  <<2RZ8RED.DOC>>
Kay:

We did have a "form" LLC agreement in conjunction the letter agreement.  It
was most recently circulated in a Jan 4 e-mail from me and is the attached
draft dated Dec 15.  We may wish to tinker with the effective date
provisions of Section 2.5 and depending on whether XYZ is a corporation,
partnership or limited liability company, the entity representations in
Section 3.2.1 et seq. (I have also attached a marked copy reflecting the
differences between the prototype form and the final form signed in the
Intergen transaction).  If you need anything else, please let me know.
Thanks.

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

Enclosures 129572v2
  129344v7 R 129572v2





-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Tuesday, February 27, 2001 8:45 AM
To: ccampbell@kslaw.com; jkeffer@kslaw.com
Subject: LLC agreement for turbine llc sale


Hi there,

Did you come up with a "form" llc agreement in conjunction with the form
letter agreement, or is the Coral LLC agreement the latest thing?

Thanks,

Kay






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 - 2rz802!.DOC
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