here's a second email. Another to come.
---------------------- Forwarded by Kay Mann/Corp/Enron on 04/19/2001 11:32 
AM ---------------------------


"PARKER, Isabel" <isabel.parker@freshfields.com> on 04/18/2001 05:54:50 PM
To: "Kent Shoemaker (E-mail)" <kent.shoemaker@ae.ge.com>
cc: "Kay Mann (E-mail)" <kay.mann@enron.com>, "Carolyn Campbell (E-mail)" 
<CCampbell@KSLAW.com>, "John Tisdale (E-mail)" <jtisdale@jhancock.com>, "Jack 
Wallace (E-mail)" <jwallace@jhancock.com>, "O'BRIEN, Lisa" 
<lisa.obrien@freshfields.com>, "Gregory F. Lang (E-mail)" 
<gregorylang@paulhastings.com>, "Rick Vicens (E-mail)" 
<rvicens@deltapower.com> 

Subject: Pegasus - GE Documentation


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Kent

Please find attached the following:
(a) a clean and blacklined copy of the GE Consent, showing the changes from
the version last circulated to you;
(b) a clean and blacklined copy of the GE legal opinion to be issued by
Daniel Rowley, reflecting the changes requested by you; and
(c) a form of letter to be signed by GE, attaching the agreed forms of the
Turbine Contract, GE Consent and GE legal opinion.

The lenders are to fund on Friday.  As they are funding into escrow without
an executed Turbine Contract or Consent from GE, the GE letter attaching the
agreed documents is a condition precedent to funding.  We would be grateful
for any comments on the letter, and if you could confirm that a signatory
will be available on Friday to sign the letter by fax.

The lenders will fund into an escrow account and the funds in that escrow
account will be released to GE when all the relevant documentation is
signed.  For that reason, we will draft and send to you for your review a
simple form of receipt to be signed by GE, acknowledging  that it has
received payment in full from the escrow account.  This receipt will be
signed when the Turbine Contract and Consent are signed, but not released
until GE has actually received its money.

I appreciate that the timing of this structure is complicated.  Please do
give me a call with any comments on the documents or with any queries
regarding timing.  My telephone number is 212 277 4025.

Kind regards
Isabel



 - COMPARE002.DOC
 - NY003700033.DOC
 - NY003700961.DOC
 - COMPARE001.DOC
 - NY003699615.DOC