Message-ID: <26917399.1075845976287.JavaMail.evans@thyme> Date: Fri, 12 Jan 2001 02:30:00 -0800 (PST) From: kay.mann@enron.com To: ccampbell@kslaw.com Subject: Re: Closing Documents Cc: kay.mann@enron.com, jkeffer@kslaw.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: kay.mann@enron.com, jkeffer@kslaw.com X-From: Kay Mann X-To: "Campbell, Carolyn" X-cc: "'kay.mann@enron.com'" , "Keffer, John" X-bcc: X-Folder: \Kay_Mann_June2001_3\Notes Folders\Sent X-Origin: MANN-K X-FileName: kmann.nsf I think your suggestion about the effective date was quite logical, but it seems to me that it is more of a Sweetgum issue than ours. Unless you think we have a problem, I'm ok with going along with George on this. I presume the original LLC agreement allows for either the Member to sign or an Officer of the LLC. I also assume that Janet Dietrich is an officer of both CA's. Therefore, I'm fine with your suggestion. Kay "Campbell, Carolyn" on 01/12/2001 10:12:02 AM To: "'kay.mann@enron.com'" cc: "Keffer, John" Subject: Closing Documents Kay: George has prepared a promissory note to be executed by the LLC payable to SEL but has not received comments from Doug on this yet. I requested that he get that to us in order that we might include it in the package out to you later today. With regard to the date in the LLC Agreement, George proposed that we delete altogether the "effective date" paragraph set forth in Section 2.5. He is reluctant to provide an effective date of midnight after the closing date, as he thinks all of the documents should be effective simultaneously. I am okay with this. What do you think? Per your request, we have prepared LLC certificates using the pre-printed share certificate forms in the minute book. These pre-printed forms provide that the share certificates are to be signed by the "member." We typically see share certificates signed by designated officers of the LLC. Unless you instruct otherwise, we will strike through the word "member" beneath the signature line on the share certificate in order that an LLC officer can sign. Please advise of any comments on the promissory note to be executed by the LLC payable to ENA. Thanks. Carolyn M. Campbell King & Spalding 713-276-7307 (phone) 713-751-3280 (fax) ccampbell@kslaw.com 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.