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Enron Mail |
<<2XB901!.DOC<< <<2XB@01!.DOC<< <<2RZ5RED.DOC<< <<2R6KRED.DOC<<
Carlos: We have enclosed initial drafts of (i) the letter agreement between ENA and Panda Energy, and (ii) the First Amended and Restated LLC Agreement between ENA and Panda Energy. (I have also included redlined drafts marked to reflect (i) changes to the letter agreement from the prototype form, and (ii) changes to the LLC Agreement from the Intergen transaction). Please advise of the following additional information in order that we may complete the enclosed documents: 1. Full name of Panda Energy; 2. Type of entity of Panda Energy (this affects the representations in Section 3.2.1 et seq. of the LLC Agreement); 3. Name of the new LLC formed by ENA; 4. Date of organization of the new LLC; 5. Purchase Price payable by Panda; 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; 8. Date of confidentiality agreement; 9. Identity of any broker used by Panda or ENA; 10. Address for notice to Panda; 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. Please review the enclosed and advise of any comments. Per your prior e-mail, I am available for a 2:30 meeting this afternoon. John Keffer has confirmed his availability as well if necessary. Please advise. Thank you. Carolyn M. Campbell King & Spalding 713-276-7307 (phone) 713-751-3280 (fax) ccampbell@kslaw.com <mailto:ccampbell@kslaw.com< Enclosures: 136485v1 136486v1 136485v1 R/ 129569v5 136486v1 R/ 128540v18 Confidentiality Notice This message is being sent by or on behalf of a lawyer. It is intended exclusively for the individual or entity to which it is addressed. This communication may contain information that is proprietary, privileged or confidential or otherwise legally exempt from disclosure. If you are not the named addressee, you are not authorized to read, print, retain, copy or disseminate this message or any part of it. If you have received this message in error, please notify the sender immediately by e-mail and delete all copies of the message. - 2XB901!.DOC - 2XB@01!.DOC - 2RZ5RED.DOC - 2R6KRED.DOC
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