My memory has failed me once again!




"Campbell, Carolyn" <CCampbell@KSLAW.com> on 02/26/2001 12:44:58 PM
To: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>
cc: Carlos.Sole@enron.com, "Keffer, John" <JKeffer@KSLAW.com> 

Subject: RE: Revised 7EA Turbine Letter Agreement

Kay:

My notes indicate that the promissory note structure was used not due to HSR
concerns, but rather, in order to avoid issues associated with
disproportionate distributions resulting from the contribution of funds as
capital.  I believe that the use of an LLC as the subject entity eliminated
the HSR issues.  Of course, the higher HSR threshold is also now effective. 

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


-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Monday, February 26, 2001 11:37 AM
To: Campbell, Carolyn
Cc: Carlos.Sole@enron.com; jkeffer@kslaw.com
Subject: RE: Revised 7EA Turbine Letter Agreement



Carloyn,

Is the promissory note structure still necessary, given the increase in the
HSR threshhold?

ckm




"Campbell, Carolyn" <CCampbell@KSLAW.com> on 02/22/2001 05:59:49 PM

To:   "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>
cc:   Carlos.Sole@enron.com

Subject:  RE: Revised 7EA Turbine Letter Agreement

Kay:

Yes, the 1/11 draft (v4) is the current draft.

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



-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Thursday, February 22, 2001 4:10 PM
To: ccampbell@kslaw.com
Cc: Carlos.Sole@enron.com
Subject: Revised 7EA Turbine Letter Agreement


Hi Carolyn,

Is this the most current version?

Thanks,

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 02/22/2001 04:08
PM ---------------------------


"Campbell, Carolyn" <CCampbell@KSLAW.com> on 01/11/2001 06:29:24 PM

To:   "'kay.mann@enron.com'" <kay.mann@enron.com>
cc:   "'ben.f.jacoby@enron.com'" <ben.f.jacoby@enron.com>,
      "'fred.mitro@enron.com'" <fred.mitro@enron.com>

Subject:  Revised 7EA Turbine Letter Agreement


 <<2RZ504!.DOC>>  <<2RZ5RED.DOC>>

Kay:

We have enclosed clean and marked copies of a revised draft of the 7EA
turbine letter agreement reflecting revisions from the draft previously
distributed on January 8, 2001.  Please review and advise of any comments.
Thank you.

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

Enclosures:    129569v4
          129569vR4/3

(See attached file: 2RZ504!.DOC)
(See attached file: 2RZ5RED.DOC)




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                    Confidentiality Notice
This message is being sent by or on behalf of a lawyer.  It is intended 
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