Subject: Fwd: Enron Turbine Acquisition Structure
From: [email-masked]
To: [email-masked], [email-masked], [email-masked]
Cc: [email-masked]
Date: Wed, 21 Mar 2001 04:29:00 -0800 (PST)

GE has graciously  extended our option period and is attempting to 
accellerate our back-fill delivery.  The game is still on.... Panda 
included.  Their red-lines are attached below.  I haven't read the 
"documentation", but I suspect Panda/AEP has been busy all this time 
recrafting a completely new structure.  

Steve
---------------------- Forwarded by Stephen Thome/HOU/ECT on 03/21/2001 12:26 
PM ---------------------------

"Lori Holt" <[email-masked]> on 03/21/2001 12:10:09 PM
To: <[email-masked]>, <[email-masked]>
cc: "Bruce Dyer" <[email-masked]>, "Jimmy Teringo" 
<[email-masked]>, "Steve Anderson" 
<[email-masked]> 
Subject: Fwd: Enron Turbine Acquisition Structure

Steve,
Please review and call when you are finished.
Regards,
Lori
Received: from mail2.aep.com by mailhost.pandaenergy.com; Wed, 21 Mar 2001 
12:05:46 -0600
Received: from dsml2or.aepsc.com ([10.97.175.25]) by mail2.aep.com 
(Switch-2.1.0/Switch-2.1.0) with ESMTP id f2LHmu139856; Wed, 21 Mar 2001 
12:48:56 -0500
Subject: Enron Turbine Acquisition Structure
To: [email-masked]
Cc: [email-masked], [email-masked], [email-masked]
From: [email-masked]
Date: Wed, 21 Mar 2001 12:55:01 -0500
Message-ID: <[email-masked]>
X-MIMETrack: Serialize by Router on DSML2OR/SERVERS/AEPIN(Release 5.0.5 
|September 22, 2000) at 03/21/2001 12:55:09 PM
MIME-Version: 1.0
Content-type: multipart/mixed;  
Boundary="0__=85256A160061AA5F8f9e8a93df938690918c85256A160061AA5F"
Content-Disposition: inline

Lori:  Attached you will find a Draft Purchase & Sale Agreement under which
a synthetic financing entity would acquire from E-Next an LLC which has as
its sole asset the right to a GE Turbine.  This structure is desirable to
us since it makes a cleaner break and we believe it is permitted by the PO.
We have also confirmed with our financing entity that it is a structure
which is acceptable to them in concept.  We would like to confirm with GE
that this would be acceptable to them and you will also find a form of
letter attached which would serve as GE's confirmation of that fact.  By a
separate e-mail, in the very near future, I am intending to provide a
diagram which shows all steps of the deal structure (in word processing
now.

Please call with any comments or questions.(See attached file: Turbine
Acquisition Documentation.DOC)(See attached file: GE Letter.doc)

------------------------------------------------------------------------------
------------------

This e-mail message from the Legal Department of American Electric
Power is for the sole use of the intended recipient(s) and may contain
confidential and privileged information.  Any unauthorized review, use,
disclosure or distribution is prohibited.  If you are not the intended
recipient, please contact the sender by reply e-mail and destroy all
copies of the original message.
 - Turbine Acquisition Documentation.DOC
 - GE Letter.doc