Kay:

Note the following timetable from the final version of the ENA/PPL letter
agreement:

(1)  ENA agreed to use commercially reasonable efforts to deliver the final
form of the turbine contract on or before April 11, 2001.
(2)  The parties agreed to commercially reasonable efforts to execute an
escrow agreement on or before April 16, 2001.
(3)  The escrow account must be funded 3 business days after the later of
(a) ENA's delivery of the final form of the turbine contract and (b) the
closing of PPL's financing.
(4)  ENA can terminate if the escrow is not funded on or before April 19,
2001 (but this date gets pushed back by one business day for each business
day beyond April 11, 2001 that ENA delivers the final form of the turbine
contract).
(5)  The closing occurs at least 5, but not later than 10, business days
after funding the escrow account.
(6)  Either party may terminate if the closing has not occurred on or before
May 3, 2001.

If ENA delivers the final form of the turbine contract on April 11, 2001,
then the April 19, 2001 right to terminate stands.  PPL's obligation to fund
the escrow would then be determined by the date of its loan closing.  Greg
Lang advises that they are working on PPL's financing, but he did not give
an estimated date for financial closing.

I advised Greg on Friday that the legal opinions from both GE and Enron were
causing heartburn.  He agreed to pass this along to Isabel Parker.  He asked
today about GE's reaction to the consent document and if it would be
appropriate for Isabel Parker to contact GE directly at this point.  He also
requested a draft of the escrow disbursement instructions.  When you get a
chance, please advise of any comments in order that we can circulate for
PPL's review.  Also, we need to contact Citibank to clear the proposed form
of escrow agreement (and the anticipated disbursement instructions) and to
negotiate the fee.  Let me know if we can assist in this regard.  Thanks.

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





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