Kay:

Can you get executed documents back to me on Tuesday?  Greg has requested
that we send the original membership certificate representing the 80%
interest to the collateral agent Tuesday night by overnight delivery to hold
in escrow until closing, in order that the collateral agent is in possession
of the certificate (for purposes of legal opinions) upon closing on
Wednesday.  Greg is planning to fax signature pages of all of their closing
documents later today.  (I will be out of the office at a meeting with
another client most of the afternoon today).

There is one last question with GE dealing with the letter of credit for the
retention amount, as this affects our disbursement instruction letter.  I
advised Greg that GE's normal practice was to send the retention L/C after
receipt of payment.  He is considering this, but may want to talk to GE
about the ability to present the L/C at closing.  Do you have any thoughts
on this?

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





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