Subject: Enron/Delta Turbine Transaction/ Comments to Letter Agreement
From: [email-masked]
To: [email-masked], [email-masked], [email-masked], [email-masked], [email-masked]
Cc: [email-masked], [email-masked], [email-masked], [email-masked]
Date: Tue, 20 Mar 2001 11:22:00 -0800 (PST)

"paulhastings.com" made the following annotations on 03/20/01 19:23:16
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Per our  conversations on Friday and our discussions with our clients at 
Delta today,  attached please find a pdf file that contains a draft timeline 
for the  transaction and our comments to the Letter Agreement.
?
Please note that  many of our comments reflect?a change to the structure 
whereby the Escrow  Agent would ultimately pay out the ENA fee and the 
progress payments to GE under  the Turbine Contract on behalf of the LLC.??We 
prefer this structure  and believe it?does not alter the underlying economics 
of the deal.?  It is also our understanding that Enron has agreed to a 
financing condition  precedent to DAL's obligation to make the initial 
deposit into the Escrow  Account and our mark-up reflects this understanding.
?
Regarding the LLC  Agreement, our principal comment is to add an allowance 
for a pledge of the DAL  Membership Interest without consent in connection 
with third party financing in  Section 6.1(c) thereof.? Of course other 
changes to conform the Letter  Agreement may be needed as well.
?
We will provide  additional comments to the draft Guaranty tomorrow; however, 
we will expect that  the obligations be capped at specific dollar amount and 
that the term of the  Guaranty would end upon the earliest occurrence of any 
of the events set forth  in Section 5.3(c) of the Letter Agreement.? We will 
also need to discuss  changes to the Escrow Agreement in light of our 
comments to the Letter  Agreement.
?
In the interests of  time, we are distributing these comments?before 
our?clients have had  time to review them. As such, they remain subject to 
their further comments and  review.? Please feel free to contact John Hawkins 
or me with regard to any  of the foregoing. We look forward to discussing our 
comments with you at your  earliest convenience.
?
Greg  Lang
?
?
?
Gregory F.  Lang
Paul, Hastings, Janofsky & Walker  LLP
1055 Washington Blvd.
Stamford, CT 06901
?
203.961.7446 (p)
203.674.7646 (direct fax)
203.359.3031 (firm fax)
[email-masked]
?
 - Stamford.pdf