Yes, you have initialed and Carl Tricoli has signed.  I'll walk them over to 
Marisa this morning (with the original Certificate of Incumbency) if you want 
me to.  Or, on the other hand, I can Federal Express to Tremaine Wright if 
you would rather.

Additionally, Marisa gave me a copy of the closing list highlighting things 
we are responsible for (I'll take care of the Corporate stuff).  Also, 
yesterday I sent her executed copies of the LLC Agreement and Consents that 
are (or should be in) in the Minute Book for Merchant Energy Ventures.  I 
think she will probably have to change some of the drafts of the corporate 
docs she sent to us yesterday once she reads the LLC Agreement.

K-

 -----Original Message-----
From:  Mann, Kay  
Sent: Thursday, May 31, 2001 5:21 PM
To: Carnahan, Kathleen
Subject: FW: ESCROW AGREEMENT

Have I signed this yet?
---------------------- Forwarded by Kay Mann/Corp/Enron on 05/31/2001 05:18 
PM ---------------------------


"Reuter, Marisa" <MReuter@KSLAW.com> on 05/31/2001 04:12:56 PM
To: "'Kay.mann@enron.com'" <Kay.mann@enron.com>
cc: "Keffer, John" <JKeffer@KSLAW.com> 

Subject: FW: ESCROW AGREEMENT


Kay:

The Escrow Agreement that is attached appears to be in final form and
contains all of the changes that we requested.  As a result, will you
overnight the sig pages and the incumbency certificate to Tremaine Wright?
If you prefer, you can courier the documents to my attention, and I can
coordinate getting them to Paul Hastings.  Tremaine needs 3 sig pages and 1
incumbency certificate.  Thanks.

Regards,

Marisa

-----Original Message-----
From: Wright, Tremaine S. [mailto:TremaineWright@paulhastings.com]
Sent: Thursday, May 31, 2001 3:53 PM
To: 'mreuter@kslaw.com'; 'estelle.a.lawrence@citi.com'
Subject: ESCROW AGREEMENT



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