Message-ID: <20076240.1075846007469.JavaMail.evans@thyme> Date: Tue, 17 Apr 2001 08:22:00 -0700 (PDT) From: kay.mann@enron.com To: stephen.thome@enron.com Subject: RE: Escrow account Cc: ccampbell@kslaw.com Mime-Version: 1.0 Content-Type: text/plain; charset=ANSI_X3.4-1968 Content-Transfer-Encoding: 7bit Bcc: ccampbell@kslaw.com X-From: Kay Mann X-To: Stephen Thome X-cc: ccampbell@kslaw.com X-bcc: X-Folder: \Kay_Mann_June2001_3\Notes Folders\Sent X-Origin: MANN-K X-FileName: kmann.nsf Accounting and Finance tell me that wiring GE directly from escrow is ok. Kay Stephen Thome@ECT 04/17/2001 03:16 PM To: Paul Garcia/Enron@EnronXGate, Kay Mann/Corp/Enron@Enron cc: Jake Thomas/HOU/ECT@ECT Subject: RE: Escrow account 1. Investment of funds should be OK with Enron. We are not receiving the pre-closing proceeds from escrow. 2. Paul, can you confirm that wiring instructions in the agreement are suitable. 3. What fees are reasonable? ---------------------- Forwarded by Stephen Thome/HOU/ECT on 04/17/2001 01:09 PM --------------------------- "Campbell, Carolyn" on 04/17/2001 12:26:50 PM To: "'Kay.Mann@enron.com'" cc: Stephen.Thome@enron.com Subject: RE: Escrow account Kay: The escrow agreement that I have already prepared and circulated for this transaction is the same form that we used in the Intergen transaction, which is based on the form provided by Enron treasury for that transaction and which is also Citibank's standard escrow form. I need Enron to confirm several items in the escrow agreement: In Part I, Section 2, the escrow agent is directed (in the absence of written instructions) to invest 50% of the funds in the Dreyfus Money Market Fund titled Cash Management Investors Class (670) and 50% of the funds in Treasury Cash Management Investor Class (673). Please confirm that these investment instructions are acceptable to Enron. Part I, Section 4 of the escrow agreement contains wiring instructions for Enron. Please confirm that these instructions indicate the proper account for wire transfers by the escrow agent to Enron. The fee schedule proposed by Citibank calls for payment by Enron of a $2,500 acceptance fee, an $8,000 flat annual administration fee, and legal fees of Citibank at cost. In the Intergen transaction, Citibank agreed to waive legal fees associated with setup, although I have not approached Citibank about a similar waiver for this transaction. I need Enron to confirm that these fees are acceptable. If not, please advise whether I should approach Citibank directly on a fee revision or whether Enron commercial people wish to handle this. Since ENA is responsible for all acceptance, setup and administration fees associated with the escrow account (per the letter agreement), I suppose it is acceptable for only ENA and Citibank to sign the fee agreement. Finally, please advise of the appropriate persons' names, titles and phone numbers to insert into the Enron incumbency certificate. Thanks. 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: Tuesday, April 17, 2001 2:01 PM To: ccampbell@kslaw.com Cc: Stephen.Thome@enron.com Subject: Escrow account Hi Carolyn, What does Enron need to do to get the escrow account set up? Is there something Steve needs to do? Thanks, Kay 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.