Kay and Greg:

Please see the attached information from Citibank.  The form escrow
agreement attached below is the document that our escrow agreement is based
from, so we can ignore the blank form for now.  The remaining documents are
items required for a Citibank escrow, namely an incumbency certificate from
each party and a fee schedule.  Also included are money market investment
options.  It seems that finance input from the clients may be desirable at
this point with respect to the escrow agreement and related documents.

At Citibank's request, I furnished them a copy of the letter agreement
calling for the establishment of the escrow arrangement.  Once we are in
agreement on the form of the escrow agreement and the disbursement
instructions, we need to forward those items to Citibank as well for their
review.  Please advise.  Thank you.

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



-----Original Message-----
From: Maher, Andrea M [mailto:andrea.m.maher@citi.com]
Sent: Tuesday, April 10, 2001 5:05 PM
To: 'ccampbell@kslaw.com'
Subject: Citibank's Standard Escrow documentation


Caroline,

As per our conversation please find attached the following documents:

 * Citibank's Standard Escrow Agreement
 * W-9 Tax forms
 * Incumbency Certificate
 * Money Market Investment Options
 * Fee Schedule

Please provide me with a copy of the Underlying Agreement for this
transaction as soon as is convenient.  You can provide your comments on the
escrow agreement to Estelle Lawrence via email when you are ready.

Call me with any questions,
Andrea


 <<Escrow.doc>>  <<Form-W-9-2000.pdf>>  <<INCUMB1.DOC>>  <<Immf25.doc>>
<<Enron-F6.doc>>

Andrea M. Maher
Citibank Agency & Trust Services
Tel: 212-657-1007
Fax: 212-657-4009
andrea.m.maher@citi.com





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 - Escrow.doc
 - Form-W-9-2000.pdf
 - INCUMB1.DOC
 - Immf25.doc
 - Enron-F6.doc