---------------------- Forwarded by Kay Mann/Corp/Enron on 04/23/2001 10:36 
AM ---------------------------


"PARKER, Isabel" <isabel.parker@freshfields.com> on 04/23/2001 10:22:13 AM
To: "Carolyn Campbell (E-mail)" <CCampbell@KSLAW.com>, "Kay Mann (E-mail)" 
<kay.mann@enron.com>
cc: "Rick Vicens (E-mail)" <rvicens@deltapower.com>, "Gregory F. Lang 
(E-mail)" <gregorylang@paulhastings.com>, "John Staikos (E-mail)" 
<johnstaikos@paulhastings.com>, "John Tisdale (E-mail)" 
<jtisdale@jhancock.com>, "Jack Wallace (E-mail)" <jwallace@jhancock.com>, 
"John Anderson (E-mail)" <jcsanderson@jhancock.com>, "O'BRIEN, Lisa" 
<lisa.obrien@freshfields.com>, "BURKE, Ted (TDB)" 
<ted.burke@freshfields.com>, "VAN DUSEN, Nicholas" 
<nicholas.vandusen@freshfields.com> 

Subject: Pegasus - ENA documents


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Carolyn

We attach the following:

(a) a clean and blacklined copy of the ENA Consent, reflecting changes to
the credit documentation;
(b) a mark-up of the "no objection to forms" letter to be executed by ENA;
(c) a draft letter from the purchasers under the Note Purchase Agreement
setting out the actions to be taken by ENA post funding and agreeing not to
issue entitlement orders in respect of their security interest in the Escrow
Account if these actions are completed.

We would be grateful if you could confirm whether Citibank had any comments
on the Escrow Agreement, and whether the account will be set up for
Wednesday's funding.

Kind regards
Isabel


 - NY003701393.DOC
 - ENA LTR TO DELTA LENDER RE FORM OF AGMT1DOC.DOC
 - NY003699617.DOC
 - COMPARE001.DOC