Message-ID: <26547617.1075845990170.JavaMail.evans@thyme> Date: Tue, 6 Mar 2001 01:49:00 -0800 (PST) From: kay.mann@enron.com To: carlos.sole@enron.com Subject: Re: Issues List for LLC Documents with Panda Energy and Delta Cc: ccampbell@kslaw.com, jkeffer@kslaw.com, kathleen.carnahan@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: ccampbell@kslaw.com, jkeffer@kslaw.com, kathleen.carnahan@enron.com X-From: Kay Mann X-To: Carlos Sole X-cc: ccampbell@kslaw.com, jkeffer@kslaw.com, Kathleen Carnahan X-bcc: X-Folder: \Kay_Mann_June2001_3\Notes Folders\Sent X-Origin: MANN-K X-FileName: kmann.nsf 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.