From: kay.mann@enron.com
To: ccampbell@kslaw.com
Date: 2001-05-01 09:07:00+00:00
Subject: RE: Delta Documents

It depends on what time I get the signatures.  If I can get things signed up 
quickly, I'll have them delivered to you in plenty of time for you to send 
the docs.  I would prefer that it work that way.  

Chris Calger is in our offices today  - a terrific break.  Now if I can just 
find him.  Plus, I thought I would have him sign the escrow disbursement 
letter instead of Jake, since he's here.

Kay




"Campbell, Carolyn" <CCampbell@KSLAW.com> on 05/01/2001 08:57:57 AM
To: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>
cc:  

Subject: RE: Delta Documents

Kay:

I agree as to the original deliverables.  However, for the GE Turbine
Contract, an officer of the LLC who is named on the Secretary's certificate
(i.e., Duran, Calger or Thomas) should sign.  Just to be safe, we may also
want the M/D of the LLC who is named on the Secretary's certificate (i.e.,
Duran) to sign the LLC membership certificates.  

Will you be sending the originals to me to forward to Freshfields and Paul
Hastings?

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: Tuesday, May 01, 2001 8:49 AM
To: Campbell, Carolyn
Subject: RE: Delta Documents - Addresses for Delivery



Here's what I have on my list as original deliverables

GE turbine contract - any officer of LLC
Amended LLC- any officer of ENA
Membership certificates - signed by MD of LLC, which isn't Jake

The only things I have which MUST be signed by Jake are the written
consents of the LLC, which aren't on the original deliverable list.  These
will be ready first thing Wednesday am.

I'm sorry,  I don't recall you telling me that the original membership
certificates had to be in New York on Wednesday. However, we will be able
to handle this.

This pre-closing drill is why I asked for a definitive, signed off  closing
list by mid-day Friday.

Thanks,

Kay





"Campbell, Carolyn" <CCampbell@KSLAW.com> on 04/30/2001 09:55:48 PM

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

Subject:  RE: Delta Documents - Addresses for Delivery

Kay:

It won't be a big deal if we can get these documents into Federal Express
Tuesday night for delivery Wednesday as indicated below.  If there is a
chance that Jake will be late so as to miss the Fed Ex deadline, then we
need to make alternative arrangements for signature.  Otherwise Paul
Hastings will be forced to renegotiate its legal opinion with Freshfields,
and we owe them the courtesy of letting them know this first thing Tuesday
morning, as I indicated to them as early as Thursday of last week that we
had no objection to getting at least the original membership certificate to
them by overnight delivery prior to closing to hold in escrow until the
closing, in order to satisfy opinion issues associated with perfection of
the lien on the membership interest.  Please let me know.  Thanks.

As soon as I get back to the office, I will re-check the Salmon resolutions
electing officers to confirm Chris Calger's title with Salmon and will let
you know.

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, April 30, 2001 6:38 PM
To: Campbell, Carolyn
Subject: RE: Delta Documents - Addresses for Delivery



I think we will be able to get the documents you listed signed tomorrow,
but Jake won't be here before 7pm, so anything he is signing won't be ready
until Wednesday am.  It seems to me that this isn't a big deal, but I would
appreciate it if you could confirm.

Thanks,

Kay




"Campbell, Carolyn" <CCampbell@KSLAW.com> on 04/30/2001 02:59:43 PM

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

Subject:  RE: Delta Documents - Addresses for Delivery

Kay:

The original membership certificate for the 80% interest should be
forwarded
for delivery on Wednesday, May 2, to the following address:

           Ms. Isabel Parker
           Freshfields Bruckhaus Deringer LLP
           520 Madison Avenue, 34th Floor
           New York, NY  10022
           (phone 212-277-4025)

(Greg has asked that the membership certificate be faxed to him (fax
203-674-7646) and me (fax 713-751-3280) on Tuesday before depositing this
with the overnight courier).

If you will also be sending the original signature pages to the Turbine
Contract and the Amended and Restated LLC Agreement, these documents should
be forwarded for delivery on Wednesday, May 2, to:

           Mr. Gregory F. Lang
           Paul Hastings Janofsky & Walker LLP
           1055 Washington Blvd.
           Stamford, CT  06901
           (phone 203-961-7446)

I am happy to get these documents to the correct place if the signed
documents are in Houston on Tuesday.  Let me know.  Thanks.

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, April 30, 2001 11:29 AM
To: Campbell, Carolyn
Subject: RE: Delta Documents



Please confirm absolutely that fax signatures will be sufficient.

I need the address of where to send the membership certificate.  There is
not enough time for the document to pass back through Houston if the
Portland team wants to sign the documents.

Kay




"Campbell, Carolyn" <CCampbell@KSLAW.com> on 04/30/2001 11:21:59 AM

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

Subject:  RE: Delta Documents

Kay:

The original membership certificate needs to be in the lender's hands
(i.e.,
Isabel Parker's office) on Wednesday in order to release escrow.  If you
have the original to me by Tuesday, I can forward it to Isabel by overnight
delivery for Wednesday.  It must be an original, in that the lender's lien
on the membership interest is not perfected without possession of the
original certificate.  With respect to the remaining documents, fax copies
of signature pages on the closing date should be sufficient.

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, April 30, 2001 11:20 AM
To: Campbell, Carolyn
Subject: RE: Delta Documents



The problem is in getting the original in their hands (where?) by tomorrow.
Does it have to be an original?

Kay






"Campbell, Carolyn" <CCampbell@KSLAW.com> on 04/30/2001 11:04:21 AM

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

Subject:  RE: Delta Documents

Kay:

Can we at least get the membership certificates signed by Tuesday?  This
seems to be the only document required in advance of closing.  If we can't
get the 80% membership interest certificate in the lender's possession on
the closing date, then there is a lien perfection issue for them to deal
with, and I thought we could accommodate their request and avoid the
problem
altogether.  Please advise, as Greg and Isabel will be calling within an
hour or so to finalize the mechanics on this.  Thanks.

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, April 30, 2001 10:40 AM
To: Campbell, Carolyn
Subject: Re: Delta Documents



I've asked GE for the LOC by Wednesday, but I haven't gotten a response.

I'll have difficulty getting executed docs by Tuesday, since sigs are
coming from Portland.  I'll have to check to see what can be done.

Kay




"Campbell, Carolyn" <CCampbell@KSLAW.com> on 04/30/2001 10:02:44 AM

To:   "'kay.mann@enron.com'" <kay.mann@enron.com>
cc:

Subject:  Delta Documents


Kay:

Can you get executed documents back to me on Tuesday?  Greg has requested
that we send the original membership certificate representing the 80%
interest to the collateral agent Tuesday night by overnight delivery to
hold
in escrow until closing, in order that the collateral agent is in
possession
of the certificate (for purposes of legal opinions) upon closing on
Wednesday.  Greg is planning to fax signature pages of all of their closing
documents later today.  (I will be out of the office at a meeting with
another client most of the afternoon today).

There is one last question with GE dealing with the letter of credit for
the
retention amount, as this affects our disbursement instruction letter.  I
advised Greg that GE's normal practice was to send the retention L/C after
receipt of payment.  He is considering this, but may want to talk to GE
about the ability to present the L/C at closing.  Do you have any thoughts
on this?

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





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