Good idea.  I wouldn't mind something that says that funding of the escrow is 
tantamount to closing of the financing under the letter agreement, so that 
the financing condition is satisfied.  Something to that effect.  It will 
calm Jake down considerably.

Kay




"Campbell, Carolyn" <CCampbell@KSLAW.com> on 04/19/2001 04:07:07 PM
To: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>
cc:  

Subject: ENA Request for Instruction from PPL

Kay:

Another thought:  It seems that perhaps we should require a letter from PPL
instructing ENA that the attached forms of Promissory Note, Security
Agreement and Financing Statement are the forms desired, negotiated and
approved by PPL for purposes of obtaining its financing, and acknowledging
that PPL indemnifies ENA from and against, and that ENA shall have no
liability or responsiblity, whether pursuant to the letter agreement or as
sole member or otherwise for, the substance or content of the Promissory
Note, Security Agreement and Financing Statement.  What do you think?

Carolyn M. Campbell
King;& Spalding 
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com> 
;


-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Thursday, April 19, 2001 3:23 PM
To: Campbell, Carolyn
Subject: Re: ENA Agreement as to Forms of Agreements



Is there anything we need to get them to consent to?

Kay




"Campbell, Carolyn" <CCampbell@KSLAW.com> on 04/19/2001 02:17:42 PM

To:   "'gregorylang@paulhastings.com'" <gregorylang@paulhastings.com>,
      "'iparker@freshfields.com'" <iparker@freshfields.com>
cc:   "'kay.mann@enron.com'" <kay.mann@enron.com>, "Keffer, John"
      <JKeffer@KSLAW.com>

Subject:  ENA Agreement as to Forms of Agreements



 <<30b202!.DOC>>

Greg and Isabel:

Enclosed is the initial draft of a letter agreement by ENA consenting to
the
form of the ENA Consent, the Promissory Note, the Security Agreement and
the
Financing Statement, prepared along the same lines as the GE consent.
Please review and advise of any comments.   Thank you.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosure 140366v2




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