Chris:

Since the 30-day window for setting up the escrow account on Project Blue
Dog is nearing its term, I wanted to check in.  As I recall, Kathleen
Carnahan had prepared the Incumbency Certificate required by Citibank.   In
addition, Carolyn Campbell indicated to me that Andrea Mahar was her contact
at Citibank on the Delta deal.  Andrea's number is 212-657-1007, and she
will likely ask regarding the nature/timing/amounts of the disbursements.
In past deals, Citibank has provided us with a fee schedule and a list of
money market investment options, so I imagine we will need to ask Andrea for
copies of the same.  According to Carolyn, Andrea might refer you to a woman
named Estelle Lawrence at 212-657-2076, but the initial contact needs to be
with Andrea.  Finally, an electronic copy of the negotiated Escrow Agreement
is attached.  We will need to have Citibank sign off on this document as
soon as possible.

Please call me if I can help out in any way.  My direct dial is
713-751-3244.

Regards,

Marisa

-----Original Message-----
From: DeBerry, Jeremiah A. [mailto:JeremiahDeberry@paulhastings.com]
Sent: Monday, May 14, 2001 10:15 AM
To: 'mreuter@kslaw.com'
Subject: ESCROW AGREEMENT



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