|
|
Enron Mail |
<<Escrow Agreement Enron Salmon LLC.DOC<< <<ENA.Ltr.Forms.DOC<<
<<Entitlement.Ltr.DOC<< <<ENA.Consent.DOC<< <<Salmon - Resolutions of LLC.DOC<< <<LLC Agmt Enron Turbines Delta Power.DOC<< <<Consent of Salmon LLC electing officers.DOC<< Kay: We have attached execution copies of the following documents for execution by ENA and/or Salmon LLC: 1. Escrow Agreement (we will change pages to delete brackets on ENA wire instructions and to add Pegasus wire instructions as soon as we get info from Pegasus); 2. ENA Letter re Forms of Agreement; 3. Entitlement Letter Agreement; 4. ENA Consent and Agreement; 5. Consent of Sole Member authorizing the turbine acquisition and the issuance of membership interests; 6. First Amended and Restated Limited Liability Company Agreement (we will fill in the dates later); and 7. Consent of Members of LLC electing new directors, and Consent of Directors of LLC electing new officers (we will type in names once they are provided by Pegasus). You should have the following documents: 1. Schedule of Fees for Escrow Agreement; and 2. Certificate of Incumbency; 3. Assignment and Assumption Agreement; 4. Bill of Sale; and 5. Notice of Intent to Purchase Specified Option Property. The following agreements are not yet available for signature by ENA: 1. Escrow Disbursement Instructions (Greg says he thinks the one we originally submitted was okay, but he wants to review again - he had put it on hold due to the securities entitlement account issue) 2. LLC Membership Certificates (need membership certificate books) 3. Secretary's Certificate of LLC (waiting on revised draft from Paul Hastings - they have promised to re-send it shortly. If I don't get this in an hour or so, I'll have my secretary re-type it and will forward to you. Unfortunately, this one is the other incumbency certificate which requires a number of signatures). I have convinced Greg Lang that since the GE Consent and Agreement refers to the fact that Salmon LLC has granted a security interest in the Turbine Contract to the lenders, the GE Consent and Agreement should be executed by Salmon after Pegasus is in control of Salmon. Therefore, I have not enclosed the GE Consent and Agreement in this package. Please send over a signed copy of the Confidentiality Agreement for our records. If you have any questions or comments, please advise. Thanks. Carolyn M. Campbell King & Spalding 713-276-7307 (phone) 713-751-3280 (fax) ccampbell@kslaw.com Enclosures 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. - Escrow Agreement Enron Salmon LLC.DOC - ENA.Ltr.Forms.DOC - Entitlement.Ltr.DOC - ENA.Consent.DOC - Salmon - Resolutions of LLC.DOC - LLC Agmt Enron Turbines Delta Power.DOC - Consent of Salmon LLC electing officers.DOC
|