Message-ID: <23985256.1075845917459.JavaMail.evans@thyme> Date: Thu, 19 Apr 2001 09:48:00 -0700 (PDT) From: ccampbell@kslaw.com To: kay.mann@enron.com Subject: RE: ENA Agreement as to Forms of Agreements Mime-Version: 1.0 Content-Type: text/plain; charset=ANSI_X3.4-1968 Content-Transfer-Encoding: 7bit X-From: "Campbell, Carolyn" X-To: "'Kay.Mann@enron.com'" X-cc: X-bcc: X-Folder: \Kay_Mann_June2001_3\Notes Folders\Panda X-Origin: MANN-K X-FileName: kmann.nsf Kay: We need agreement on the escrow disbursement letter (which Delta still needs to comment on). Per the letter agreement, we already have agreement on the form of Amended and Restated LLC Agreement; however, the outstanding issue with respect to requiring unanimous member consent for sale of all or substantially all of the assets of the LLC is still on the table. Isabel Parker called and reminded me that the ENA Consent and Agreement is to be signed tomorrow, Friday 4/20, contemporaneously with the funding of the escrow account, rather than upon closing. She is happy with the letter if we drop its references to the ENA Consent and Agreement. I am now worried about the ability to have an escrow funded by tomorrow, given that we still haven't let the escrow agent in on this structure. Greg called about an hour ago and said he was working on comments to the escrow agreement. Carolyn M. Campbell King?& Spalding 713-276-7307 (phone) 713-751-3280 (fax) ccampbell@kslaw.com -----Original Message----- From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com] Sent: Thursday, April 19, 2001 3:23 PM To: Campbell, Carolyn Subject: Re: ENA Agreement as to Forms of Agreements Is there anything we need to get them to consent to? Kay "Campbell, Carolyn" on 04/19/2001 02:17:42 PM To: "'gregorylang@paulhastings.com'" , "'iparker@freshfields.com'" cc: "'kay.mann@enron.com'" , "Keffer, John" Subject: ENA Agreement as to Forms of Agreements <<30b202!.DOC>> Greg and Isabel: Enclosed is the initial draft of a letter agreement by ENA consenting to the form of the ENA Consent, the Promissory Note, the Security Agreement and the Financing Statement, prepared along the same lines as the GE consent. 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 Enclosure 140366v2 Confidentiality Notice This message is being sent by or on behalf of a lawyer. It is intended exclusively for the individual or entity to which it is addressed. This communication may contain information that is proprietary, privileged or confidential or otherwise legally exempt from disclosure. If you are not the named addressee, you are not authorized to read, print, retain, copy or disseminate this message or any part of it. If you have received this message in error, please notify the sender immediately by e-mail and delete all copies of the message. (See attached file: 30b202!.DOC) Confidentiality Notice This message is being sent by or on behalf of a lawyer. It is intended exclusively for the individual or entity to which it is addressed. This communication may contain information that is proprietary, privileged or confidential or otherwise legally exempt from disclosure. If you are not the named addressee, you are not authorized to read, print, retain, copy or disseminate this message or any part of it. If you have received this message in error, please notify the sender immediately by e-mail and delete all copies of the message.