---------------------- Forwarded by Kay Mann/Corp/Enron on 04/10/2001 11:57 
AM ---------------------------


Kay Mann
04/06/2001 11:25 AM
To: Sheila Tweed/HOU/ECT@ECT
cc:  

Subject: Re: Pegasus: ENA Consent and Legal Opinion  

I would really appreciate your advice.  I have to learn it somehow, and I 
know that you have an excellent idea of what works.

Thanks,

Kay


From: Sheila Tweed@ECT on 04/06/2001 11:22 AM
To: Kay Mann/Corp/Enron@ENRON
cc:  

Subject: Re: Pegasus: ENA Consent and Legal Opinion  

Mark is the signer of opinions and I know what he will sign and what he 
won't, so I'll be glad to help you through it but it's



	Kay Mann@ENRON
	04/06/2001 10:47 AM
		
		 To: Sheila Tweed/HOU/ECT@ECT
		 cc: 
		 Subject: Re: Pegasus: ENA Consent and Legal Opinion

They have a financing out in the letter agreement.  We have to use 
commercially reasonable efforts to deliver GE consents, but I don't recall 
anything about in other financing docs.

Is someone in the dept designated as the opinion reviewer?

Kay




From: Sheila Tweed@ECT on 04/06/2001 10:19 AM
To: Kay Mann/Corp/Enron@ENRON
cc:  

Subject: Re: Pegasus: ENA Consent and Legal Opinion  

I guess I'm not sure I know what's in the letter agreement.  If it's a done 
deal, I'd say no or at least maybe.  We only give due authority opinions and 
we try to narrow our obligations to lenders under Consent Agreements



	Kay Mann@ENRON
	04/06/2001 09:15 AM
		 
		 To: Sheila Tweed/HOU/ECT@ECT
		 cc: 
		 Subject: Pegasus: ENA Consent and Legal Opinion

Nice touch, sending this the day after the letter agreement was signed.  Can 
you enlighten me on the ENA procedures and sensitivities to these types of 
docs?

Thanks,

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 04/06/2001 09:14 
AM ---------------------------


"PARKER, Isabel" <isabel.parker@freshfields.com> on 04/06/2001 09:07:25 AM
To: "Carolyn Campbell (E-mail)" <CCampbell@KSLAW.com>, "John Keffer (E-mail)" 
<JKeffer@KSLAW.com>, "Kay Mann (E-mail)" <kay.mann@enron.com>, "Rick Vicens 
(E-mail)" <rvicens@deltapower.com>, "Gregory F. Lang (E-mail)" 
<gregorylang@paulhastings.com>
cc: "John Tisdale (E-mail)" <jtisdale@jhancock.com>, "Dan Revers (E-mail)" 
<drevers@arclightcapital.com>, "Amy Weed (E-mail)" <aweed@jhancock.com>, 
"BURKE, Ted (TDB)" <ted.burke@freshfields.com> 

Subject: Pegasus: ENA Consent and Legal Opinion


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We understand that the Letter Agreement is to be signed today, and attach
for your comments a form of ENA consent to collateral assignment of the
Letter Agreement and a form of legal opinion to be issued by in-house
counsel to ENA.  Both documents are conditions precedent to funding.

Kind regards
Isabel


 - NY003700425.DOC
 - NY003699617.DOC