Subject: Initial Draft of LLC Documents with Panda Energy
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked]
Date: Mon, 5 Mar 2001 04:41:00 -0800 (PST)

<<2XB901!.DOC>>  <<2XB@01!.DOC>>  <<2RZ5RED.DOC>>  <<2R6KRED.DOC>>

Carlos:

We have enclosed initial drafts of (i) the letter agreement between ENA and
Panda Energy, and (ii) the First Amended and Restated LLC Agreement between
ENA and Panda Energy.  (I have also included redlined drafts marked to
reflect (i) changes to the letter agreement from the prototype form, and
(ii) changes to the LLC Agreement from the Intergen transaction).  Please
advise of the following additional information in order that we may complete
the enclosed documents:

1.  Full name of Panda Energy;
2.  Type of entity of Panda Energy (this affects the representations in
Section 3.2.1 et seq. of the LLC Agreement);
3.  Name of the new LLC formed by ENA;
4.  Date of organization of the new LLC;
5.  Purchase Price payable by Panda;
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;
8.   Date of confidentiality agreement;
9.  Identity of any broker used by Panda or ENA;
10.  Address for notice to Panda;
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.

Please review the enclosed and advise of any comments.  Per your prior
e-mail, I am available for a 2:30 meeting this afternoon.  John Keffer has
confirmed his availability as well if necessary.  Please advise.  Thank you.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
[email-masked] <mailto:[email-masked]>

Enclosures: 136485v1
  136486v1
  136485v1 R/ 129569v5
  136486v1 R/ 128540v18

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 - 2XB901!.DOC
 - 2XB@01!.DOC
 - 2RZ5RED.DOC
 - 2R6KRED.DOC