As you predicted.




"Keffer, John" <JKeffer@KSLAW.com> on 12/22/2000 09:16:19 AM
To: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>, "Campbell, Carolyn" 
<CCampbell@KSLAW.com>
cc:  

Subject: RE: Intergen - Escrow

George has confirmed that F&J is unwilling to act as escrow agent

-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Friday, December 22, 2000 9:17 AM
To: Keffer, John; Campbell, Carolyn
Subject: Intergen - Escrow


I asked Fred to check into what it would take to have Enron set up a third
party escrow arrangement.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 12/22/2000 09:15
AM ---------------------------


Fred Mitro@ECT
12/22/2000 08:59 AM

To:   Kay Mann/Corp/Enron@Enron
cc:   Raimund Grube/Corp/Enron@ENRON, Ben Jacoby/HOU/ECT@ECT, Rebecca
      Walker/NA/Enron@Enron, Mary Perkins/HOU/ECT@ECT

Subject:  Intergen - Escrow

I spoke with Mary Perkins in Treasury.  She indicated that we are currently
working with Chase Bank and City Bank for our third party escrow
Agreements.  Mary will forward Kay and I electronic copies of both of their
standard agreements.  The timeline for a standard agreement is at least 3
days and increases with the level of complexity of the Escrow Agreement's
terms & conditions.  The cost for either bank to set-up and administer the
escrow would be approximately $5-$10K, with additional cost if the
Agreement was overly complex.

Kay:  Call me to discuss our proposed Escrow Agreement T&C's and how a
draft form of this Agreement should be best incorporated into the
transaction documents.  At a minimum, we should attach it as a sample form
and have the Letter Agreement(s) contain "substantially in conformance
with" language.

Fred







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