Message-ID: <28807408.1075845916408.JavaMail.evans@thyme> Date: Tue, 20 Mar 2001 11:22:00 -0800 (PST) From: gregorylang@paulhastings.com To: jake.thomas@enron.com, stephen.thome@enron.com, kay.mann@enron.com, carlos.sole@enron.com, ccampbell@kslaw.com Subject: Enron/Delta Turbine Transaction/ Comments to Letter Agreement Cc: dvanech@deltapower.com, rvicens@deltapower.com, srahman@deltapower.com, johnhawkins@paulhastings.com Mime-Version: 1.0 Content-Type: text/plain; charset=ANSI_X3.4-1968 Content-Transfer-Encoding: 7bit Bcc: dvanech@deltapower.com, rvicens@deltapower.com, srahman@deltapower.com, johnhawkins@paulhastings.com X-From: "Lang, Gregory F." X-To: "'jake.thomas@enron.com'" , "'stephen.thome@enron.com'" , "'kay.mann@enron.com'" , "'carlos.sole@enron.com'" , "'ccampbell@kslaw.com'" X-cc: "'dvanech@deltapower.com'" , "'rvicens@deltapower.com'" , "'srahman@deltapower.com'" , "Hawkins, John D." X-bcc: X-Folder: \Kay_Mann_June2001_3\Notes Folders\Panda X-Origin: MANN-K X-FileName: kmann.nsf "paulhastings.com" made the following annotations on 03/20/01 19:23:16 ------------------------------------------------------------------------------ NEW E-MAIL ADDRESSES AT PAUL, HASTINGS, JANOFSKY & WALKER LLP We have changed our e-mail address. Our new domain name is paulhastings.com. In most cases, our address is composed of conventional first name and last name plus @paulhastings.com. Here are two examples: janesmith@paulhastings.com and danjones@paulhastings.com. If you have any questions, please contact us at noc@paulhastings.com. ============================================================================== "The information transmitted is intended only for the person or entity to which it is addressed and may contain confidential and/or privileged material. Any review, retransmission, dissemination or other use of, or taking of any action in reliance upon, this information by persons or entities other than the intended recipient is prohibited. If you received this in error, please contact the sender and delete the material from all computers." ============================================================================== 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) gregorylang@paulhastings.com ? - Stamford.pdf