I think your suggestion about the effective date was quite logical, but it 
seems to me that it is more of a Sweetgum issue than ours.  Unless you think 
we have a problem, I'm ok with going along with George on this.

I presume the original LLC agreement  allows for either the Member to sign or 
an Officer of the LLC.  I also assume that Janet Dietrich is an officer of 
both CA's.  Therefore, I'm fine with your suggestion. 

Kay




"Campbell, Carolyn" <CCampbell@KSLAW.com> on 01/12/2001 10:12:02 AM
To: "'kay.mann@enron.com'" <kay.mann@enron.com>
cc: "Keffer, John" <JKeffer@KSLAW.com> 

Subject: Closing Documents

Kay:
 
George has prepared a promissory note to be executed by the LLC payable to
SEL but has not received comments from Doug on this yet.  I requested that
he get that to us in order that we might include it in the package out to
you later today.
 
With regard to the date in the LLC Agreement, George proposed that we delete
altogether the "effective date" paragraph set forth in Section 2.5.  He is
reluctant to provide an effective date of midnight after the closing date,
as he thinks all of the documents should be effective simultaneously.  I am
okay with this.  What do you think?
 
Per your request, we have prepared LLC certificates using the pre-printed
share certificate forms in the minute book.   These pre-printed forms
provide that the share certificates are to be signed by the "member."  We
typically see share certificates signed by designated officers of the LLC.
Unless you instruct otherwise, we will strike through the word "member"
beneath the signature line on the share certificate in order that an LLC
officer can sign.  
 
Please advise of any comments on the promissory note to be executed by the
LLC payable to ENA.  Thanks.
 
Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
 <mailto:ccampbell@kslaw.com> ccampbell@kslaw.com
 



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