Here are my responses:

1. Development fee is a commercial question.  This will need to be vetted 
with Herman if we go with it.  Personally, I'd skip it and push to sign next 
week.

2.  I have a call in to Dale.

3.  No LLC.  Kathleen will handle.  The closer the creation is to the signing 
of the letter, the better, taking into account the time required to get the 
docs back and set up.  Someone needs to name it.  We should also look at a 
minimal list of officers.

4.  I don't have the attachment in front of me, so I will have to look it 
up.  I'll get back to you.  The concept is that ENA is only responsible for 
changes in the amounts owed to GE as of the closing date.  I thought the 
language was awkward, and tried to make it more clear, but obviously failed!  
As soon as I get the break out contract from Dale we can check on the 
definitional questions. It SHOULD be the same as in the CA breakout contract 
with GE, but I won't make that assumption.  Drop dead date on put/call Dec. 
2002.  

5. This needs to be discussed with Ben.    

6.  This should be set up as a  new matter, since these aren't the Blue Dog 
turbines. You can send the bill to Sheila with a copy to me.

I'll open the doc and take a look at it asap.


Kay




From: Carlos Sole on 03/05/2001 05:59 PM
To: ccampbell@kslaw.com, kay.mann@enron.com, jkeffer@kslaw.com
cc:  

Subject: Issues List for LLC Documents with Panda Energy and Delta

Apologies to Carolyn for the repeated misspellings below.

----- Forwarded by Carlos Sole/NA/Enron on 03/05/2001 05:59 PM -----

	Carlos Sole
	03/05/2001 05:55 PM
		 
		 To: kay.mann@enron.com
		 cc: ccampbell@kslaw.com, jkeffer@kslaw.com
		 Subject: Issues List for LLC Documents with Panda Energy and Delta

Kay, as I told you, Carolyn put out a set of intial draft documents and we 
debriefed Jake and Stephen.  Based on our meeting, Carolyn was going to make 
certain revisions based on the answers to the questions below and certain 
other items we raised during our meeting.  Nevertheless, your input is 
required on the following:

1.  We have discussed eliminating the payment of a development fee, which if 
Delta /  Panda were to breach its obligations prior to the funding of the 
Escrow would be non-refundable and serve as a form of liquidated damages.  
Commercially the inclination is to avoid that fee, we need to confirm that 
approach.

2.  We need to interface with Dale Rasmussen on the status of the break out 
contract and how quickly it can be incorporated into the form of Facility 
Agreement that would be part of our transaction.

3.  Have we established an LLC that will be sold for this project.

4.  Please see Caroline's questions 6, 7 and 13 below.

5.  Please see faxes that I left on your chair on the broker issue and 
whether we need to respond in writing.  Sheila Tweed's position was not to.

6.  John asked whether K&S should open a separate subfile or include the time 
charged within the Blue Dog file?

Thanks and we'll talk tomorrow.



----- Forwarded by Carlos Sole/NA/Enron on 03/05/2001 05:46 PM -----

	Jake Thomas@ECT
	03/05/2001 02:34 PM
		
		 To: Stephen Thome/HOU/ECT@ECT
		 cc: Carlos Sole/NA/Enron@Enron
		 Subject: Re: Initial Draft of LLC Documents with Panda Energy

See Comments in Red Below



Stephen Thome
03/05/2001 12:23 PM
To: Jake Thomas/HOU/ECT@ECT
cc: Carlos Sole/NA/Enron@Enron 
Subject: Re: Initial Draft of LLC Documents with Panda Energy  

Jake,  

Do you want to make suggestions with regard to #3, #7, #13


Please advise of the following additional information in order that we may 
complete
the enclosed documents:

1.  Full name of Panda Energy; Panda Energy International, Inc. Don't we have 
two sets of doc's going out ?  The other would be for Delta Power Company LLC
2.  Type of entity of Panda Energy (this affects the representations in
Section 3.2.1 et seq. of the LLC Agreement);  Privately held company
3.  Name of the new LLC formed by ENA;  Salmon Street Energy? Spawn Energy 
LLC ? (I'm totally indifferent
4.  Date of organization of the new LLC;
5.  Purchase Price payable by Panda;  $65,800,000.00 ($68,000,000.00) What 
would ENA's 20% interest be valued at?
6.  Section 5(a) - there is a substantive question as to what ENA is
responsible for in connection with the Turbine Contract (I included in
brackets the alternative that was originally in the prototype document and
also the alternative as modified by Kay Mann);
7.  Outside date after which either party could terminate if transaction is
not closed;  7 April 2001?
8.   Date of confidentiality agreement;
9.  Identity of any broker used by Panda or ENA; Tom Young (I don't know if 
he represents a brokerage firm).NOT!!!10.  Address for notice to Panda;

4100 Spring Valley, Suite 1001
Dallas, Texas 75244

11.  Confirmation that Purchase Amount is defined in the Turbine Contract;
12.  Confirmation that Commercial Operation is defined in the Turbine
Contract; and
13.  Date of automatic right to put or call the LLC interest.