ENA/Blue Dog: First Amended and Restated LLC Agreement ,
 Please print the clean version below.  My computer won't let  me print - I 
tried two different printers.
---------------------- Forwarded by Kay Mann/Corp/Enron on 03/08/2001 10:23 
AM ---------------------------


"Reuter, Marisa" <MReuter@KSLAW.com> on 03/08/2001 09:46:35 AM
To: "'kay.mann@enron.com'" <kay.mann@enron.com>
cc: "Keffer, John" <JKeffer@KSLAW.com>, "Campbell, Carolyn" 
<CCampbell@KSLAW.com>, "'carlos.sole@enron.com'" <carlos.sole@enron.com> 

Subject: ENA/Blue Dog: First Amended and Restated LLC Agreement


Kay:

Attached please find an initial draft of the First Amended and Restated
Limited Liability Company Agreement for Project Blue Dog.  I am also
including a marked copy of the same that illustrates all of the
modifications that I made to the Delta form that you e-mailed to me
yesterday.

Two questions came to mind as I was preparing the draft.  First, if, as
stated in Section 2(b) of the Letter Agreement, the Turbine Contract is
between LLC and GE, why does the ENA have to cause the LLC to acquire such
rights?  No immediate answer jumped out at me upon reviewing the Turbine
Contract.  Second, I wasn't sure if the year in Sections 6.2(a) and (c)
needed to be 2001 or 2002.  Please let me know.

Regards,

Marisa

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suzanne.adams@enron.com