Kay:

I spoke with Isabel Parker on the following issues:

1.  I requested copies of the note, security agreement and the
non-disturbance lien document.  She said they will be using a securities
account with a securities intermediary structure (UCC Article 8 concept)
rather than a non-disturbance lien.  She said they are working on these
documents and will furnish as soon as possible.

2.  I advised that the ENA consent is satisfactory.

3.  I advised of the timing issue on the GE consent, such that the GE
acknowledgement of payment needed to be prospective due to logistical
issues.  She is considering this.

4.  She requested a quick response on whether the GE letter agreement is
consistent with Enron's discussions with GE, as she needs to get this to GE
as soon as possible in order that they will be ready to sign it on Friday
4/20.  The GE letter agreement (agreeing to the form of all of the
documents) must be signed this Friday 4/20 before the lenders will advance
funds, as this letter agreement is a condition precedent to funding.  Please
advise on this issue.

I also spoke with Greg Lang and expect comments on the Escrow Agreement
within a half hour or so.  I reminded him of the need for a W-9 and an
incumbency certificate to open the escrow account.  (Estelle Lawrence has
also called looking for the escrow agreement).

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





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