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---------------------- Forwarded by Kay Mann/Corp/Enron on 04/10/2001 10:17 AM --------------------------- "Campbell, Carolyn" <CCampbell@KSLAW.com< on 04/09/2001 04:21:35 PM To: "'kay.mann@enron.com'" <kay.mann@enron.com< cc: "Keffer, John" <JKeffer@KSLAW.com< Subject: Delta Timetable Kay: Note the following timetable from the final version of the ENA/PPL letter agreement: (1) ENA agreed to use commercially reasonable efforts to deliver the final form of the turbine contract on or before April 11, 2001. (2) The parties agreed to commercially reasonable efforts to execute an escrow agreement on or before April 16, 2001. (3) The escrow account must be funded 3 business days after the later of (a) ENA's delivery of the final form of the turbine contract and (b) the closing of PPL's financing. (4) ENA can terminate if the escrow is not funded on or before April 19, 2001 (but this date gets pushed back by one business day for each business day beyond April 11, 2001 that ENA delivers the final form of the turbine contract). (5) The closing occurs at least 5, but not later than 10, business days after funding the escrow account. (6) Either party may terminate if the closing has not occurred on or before May 3, 2001. If ENA delivers the final form of the turbine contract on April 11, 2001, then the April 19, 2001 right to terminate stands. PPL's obligation to fund the escrow would then be determined by the date of its loan closing. Greg Lang advises that they are working on PPL's financing, but he did not give an estimated date for financial closing. I advised Greg on Friday that the legal opinions from both GE and Enron were causing heartburn. He agreed to pass this along to Isabel Parker. He asked today about GE's reaction to the consent document and if it would be appropriate for Isabel Parker to contact GE directly at this point. He also requested a draft of the escrow disbursement instructions. When you get a chance, please advise of any comments in order that we can circulate for PPL's review. Also, we need to contact Citibank to clear the proposed form of escrow agreement (and the anticipated disbursement instructions) and to negotiate the fee. Let me know if we can assist in this regard. Thanks. Carolyn M. Campbell King & Spalding 713-276-7307 (phone) 713-751-3280 (fax) ccampbell@kslaw.com <mailto: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.
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