Kay:

We need agreement on the escrow disbursement letter (which Delta still needs
to comment on).  Per the letter agreement, we already have agreement on the
form of Amended and Restated LLC Agreement; however, the outstanding issue
with respect to requiring unanimous member consent for sale of all or
substantially all of the assets of the LLC is still on the table.

Isabel Parker called and reminded me that the ENA Consent and Agreement is
to be signed tomorrow, Friday 4/20, contemporaneously with the funding of
the escrow account, rather than upon closing.  She is happy with the letter
if we drop its references to the ENA Consent and Agreement.

I am now worried about the ability to have an escrow funded by tomorrow,
given that we still haven't let the escrow agent in on this structure.  Greg
called about an hour ago and said he was working on comments to the escrow
agreement.

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



-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Thursday, April 19, 2001 3:23 PM
To: Campbell, Carolyn
Subject: Re: ENA Agreement as to Forms of Agreements



Is there anything we need to get them to consent to?

Kay




"Campbell, Carolyn" <CCampbell@KSLAW.com> on 04/19/2001 02:17:42 PM

To:   "'gregorylang@paulhastings.com'" <gregorylang@paulhastings.com>,
"'iparker@freshfields.com'" <iparker@freshfields.com>
cc:   "'kay.mann@enron.com'" <kay.mann@enron.com>, "Keffer, John"
<JKeffer@KSLAW.com>

Subject:  ENA Agreement as to Forms of Agreements



<<30b202!.DOC>>

Greg and Isabel:

Enclosed is the initial draft of a letter agreement by ENA consenting to
the
form of the ENA Consent, the Promissory Note, the Security Agreement and
the
Financing Statement, prepared along the same lines as the GE consent.
Please review and advise of any comments.   Thank you.

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

Enclosure 140366v2




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(See attached file: 30b202!.DOC)





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