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---------------------- Forwarded by Kay Mann/Corp/Enron on 02/27/2001 12:48 PM --------------------------- Kay Mann 02/27/2001 12:47 PM To: Dale Rasmussen/HOU/ECT@ECT cc: Subject: Re: Panda Energy more information ---------------------- Forwarded by Kay Mann/Corp/Enron on 02/27/2001 12:47 PM --------------------------- Fred Mitro@ECT 02/27/2001 09:42 AM To: Kay Mann/Corp/Enron@ENRON cc: Ben Jacoby/HOU/ECT@ECT, Chris Booth/NA/Enron@Enron, Kathleen Carnahan/NA/Enron@Enron, Stephen Thome/HOU/ECT@ECT Subject: Re: Panda Energy Kay, Our deal with Panda Energy involves 4 LM units. I believe that this is the total number of units in our current LV Co Gen project. Ben is planning to talk with Lee at GE. I talked with Panda this morning. They do not have a fixed close date. They are working off the assumption that closing will ocurr within 4-6 weeks of signing the Letter Agreement. I believe that this is doable. Chris Booth will provide you with respective unit delivery dates. He is working with Matt Tezyk to determine the serial #'s (apparently GE has not yet assigned serial #'s to the units). What price are we assigning to the LLC member interests in the Northwestern Letter Agreement? Let's stay consistent with that document. The person who will be signing for Panda is Gary Hubbard, Senior Vice President. The purchase price is $16.45 MM per unit with a 10% development fee payable to ENA upon execution of the Letter Agreement. The balance of the purchase price will escrowed by Panda upon approval of the Facility Agreement (similar to Intergen structure) and payable to ENA at closing. Is this the pricing information that you need to establish the maximum liability amont? Ben: We need to talk re: the transformers. We quoted Panda $950K per unit for the two transformers. It is not clear if the transformers will work for Panda w.r.t. interconnect voltage and plant configuration. If we are re-loading with more LM's, do we need to keep the transformers for our use at LV Co-Gen? Kathleen: I have a call into Bill Lamb at Panda regarding the CA's. I will let you know when I hear back from him. Fred Kay Mann@ENRON 02/26/2001 06:15 PM To: Fred Mitro/HOU/ECT@ECT cc: Ben Jacoby/HOU/ECT@ECT, Chris Booth/NA/Enron@Enron, Kathleen Carnahan/NA/Enron@Enron Subject: Re: Panda Energy Fred, Dale Rasmussen has been handling the breakout contracts for the LV CoGen project, and I think the form is in good shape. However, the breakout contract is for all the LV Co Gen units, but that is easy enough to fix. Does GE know this is coming? What are you projecting for a closing date? We need the unit numbers (original and serial), associated delivery dates, price attributable to the units (maximum liability amount), price to sell the LLC member interests, and the contact persons from Panda for the contract. Will there be a development fee, and if so, how much? If you get me the particulars of the deal we can work on it in house. We have the forms, so we can get cracking without outside counsel. In fact, I've been working on the form letter agreement today in connection with the other deal. Retaining outside counsel requires internal approval, which I'm sure we can get in the next day or two, assuming no conflict of interest. I can get started on the process if you are ready. If you think these guys are serious, we can set up the LLC's. We may want two LLC's if the total price is in excess of $50mm. Kathleen, please talk to me before we do this as I think we should discuss the slate of officers. Kay Fred Mitro@ECT 02/26/2001 05:56 PM To: Stephen Thome/HOU/ECT@ECT cc: Ben Jacoby/HOU/ECT@ECT, Christopher F Calger/PDX/ECT@ECT, Kay Mann/Corp/Enron@Enron, Chris Booth/NA/Enron@Enron, Kathleen Carnahan/NA/Enron@Enron Subject: Panda Energy Steve: I talked with Ben this afternoon and understand that we are ready to proceed with Panda Energy in a transaction involving the sale of member interests in special purpose entities associated with the four(4) LV units. I have left a message with Panda letting them know that we are prepared to proceed and will begin preparing a set of draft definitive agreements for their review. I have asked Panda to confirm that they are ready to receive these documents and proceed. I understand that you are in Houston. Please call/see me tomorrow morning so that we can discuss this transaction. Kay: We need to prepare a draft set of definitive agreements for this transaction. Can Carolyn complete this while you are in New York? Also, what is the status of the LM Breakout contract for the 4 LV units. Let me know. Kathleen: We need to confirm tomorrow morning that we have received executed CA's from Panda. I have the CA execution originals for the four Panda entities at my desk for Ben's signature. These need to be received prior to sending Panda the definitive agreements. We will fax signature pages to Ben tomorrow. Chris: See me tomorrow morning to discuss the technical spec's that were sent to Panda I will be at my desk by 8 am tomorrow morning. Thanks, Fred x35406
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