---------------------- Forwarded by Kay Mann/Corp/Enron on 04/20/2001 09:41 
AM ---------------------------


"Campbell, Carolyn" <CCampbell@KSLAW.com> on 04/19/2001 10:42:28 PM
To: "'kay.mann@enron.com'" <kay.mann@enron.com>
cc: "Keffer, John" <JKeffer@KSLAW.com> 

Subject: FW: ENA Letter


Kay:

See Greg's e-mail below.  Attached is a re-draft of the "no objection to
forms" letter.  I have not yet furnished the re-draft to Greg.  Please
review and advise of any comments.  Thanks.

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

Enclosure:    140366v4

-----Original Message-----
From: Lang, Gregory F. [mailto:gregorylang@paulhastings.com]
Sent: Thursday, April 19, 2001 8:58 PM
To: 'ccampbell@kslaw.com'
Subject: ENA Letter


Carolyn- I discussed the issue re the ENA letter with the lenders and they
can live with the delivery of a letter attaching the forms with the "no
objection" and "no act in furtherance of frustration" language we discussed
with Kay.  We also need to make sure a mechanism in place that ensures that
upon Pegasus' payment of the $800 on the morning of the transaction closing
(post-Turbine K execution and pre-escrow release), ENA will deliver the
membership interest in Salmon and any other deliverable required to allow
the Delta/Pegasus slate of officers to be installed to execute the Salmon
Note and the Salmon Security Agreement. I suppose this can be effected in
that escrow control letter that Freshfields is drafting that ENA and the
lenders will sign.

Do you want to redraft your letter or would you prefer us to mark it up. Let
me know.

Greg

Gregory F. Lang
Paul, Hastings, Janofsky & Walker LLP
1055 Washington Blvd.
Stamford, CT 06901

203.961.7446 (p)
203.674.7646 (direct fax)
203.359.3031 (firm fax)
gregorylang@paulhastings.com <mailto:gregorylang@paulhastings.com>


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 - ENA Ltr to Delta Lender re Form of Agmt.DOC