Panda letter agreement

Hi Carolyn,

In addition to my comments regarding the definitions, here are some other
thoughts:

Letter agreement:

I would bracket [Spawn], since we don't have it formed yet and we probably
haven't checked on availability.

2. Closing date should be at least five but no more than 10 business days. 2
(a) Facility Agreement is probably the more appropriate concept than Turbine
Contract. Not a big issue if anyone disagrees with this terminology.

3. Make the guaranty for this agreement and the LLC agreement.

5 (d) change 1st "shall" to "'may".

7 (b) does this make sense? Should we also have the right to specific
performance?

9. (iii) consents won't necessarily be obtained at the time of the signing
of the letter agreement. Should say by closing such will have been
obtained. I haven't done a reg evaluation, so I would delete the reg rep
unless you are comfortable. I want the HSR risk to be with them, so I don't
want to contradict it with the rep.

I'll review the LLC agreement next.

Kay