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Enron Mail |
Kay:
It won't be a big deal if we can get these documents into Federal Express Tuesday night for delivery Wednesday as indicated below. If there is a chance that Jake will be late so as to miss the Fed Ex deadline, then we need to make alternative arrangements for signature. Otherwise Paul Hastings will be forced to renegotiate its legal opinion with Freshfields, and we owe them the courtesy of letting them know this first thing Tuesday morning, as I indicated to them as early as Thursday of last week that we had no objection to getting at least the original membership certificate to them by overnight delivery prior to closing to hold in escrow until the closing, in order to satisfy opinion issues associated with perfection of the lien on the membership interest. Please let me know. Thanks. As soon as I get back to the office, I will re-check the Salmon resolutions electing officers to confirm Chris Calger's title with Salmon and will let you know. Carolyn M. Campbell King?& Spalding 713-276-7307 (phone) 713-751-3280 (fax) ccampbell@kslaw.com <mailto:ccampbell@kslaw.com< -----Original Message----- From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com] Sent: Monday, April 30, 2001 6:38 PM To: Campbell, Carolyn Subject: RE: Delta Documents - Addresses for Delivery I think we will be able to get the documents you listed signed tomorrow, but Jake won't be here before 7pm, so anything he is signing won't be ready until Wednesday am. It seems to me that this isn't a big deal, but I would appreciate it if you could confirm. Thanks, Kay "Campbell, Carolyn" <CCampbell@KSLAW.com< on 04/30/2001 02:59:43 PM To: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com< cc: Subject: RE: Delta Documents - Addresses for Delivery Kay: The original membership certificate for the 80% interest should be forwarded for delivery on Wednesday, May 2, to the following address: Ms. Isabel Parker Freshfields Bruckhaus Deringer LLP 520 Madison Avenue, 34th Floor New York, NY 10022 (phone 212-277-4025) (Greg has asked that the membership certificate be faxed to him (fax 203-674-7646) and me (fax 713-751-3280) on Tuesday before depositing this with the overnight courier). If you will also be sending the original signature pages to the Turbine Contract and the Amended and Restated LLC Agreement, these documents should be forwarded for delivery on Wednesday, May 2, to: Mr. Gregory F. Lang Paul Hastings Janofsky & Walker LLP 1055 Washington Blvd. Stamford, CT 06901 (phone 203-961-7446) I am happy to get these documents to the correct place if the signed documents are in Houston on Tuesday. Let me know. Thanks. Carolyn M. Campbell King?& Spalding 713-276-7307 (phone) 713-751-3280 (fax) ccampbell@kslaw.com <mailto:ccampbell@kslaw.com< -----Original Message----- From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com] Sent: Monday, April 30, 2001 11:29 AM To: Campbell, Carolyn Subject: RE: Delta Documents Please confirm absolutely that fax signatures will be sufficient. I need the address of where to send the membership certificate. There is not enough time for the document to pass back through Houston if the Portland team wants to sign the documents. Kay "Campbell, Carolyn" <CCampbell@KSLAW.com< on 04/30/2001 11:21:59 AM To: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com< cc: Subject: RE: Delta Documents Kay: The original membership certificate needs to be in the lender's hands (i.e., Isabel Parker's office) on Wednesday in order to release escrow. If you have the original to me by Tuesday, I can forward it to Isabel by overnight delivery for Wednesday. It must be an original, in that the lender's lien on the membership interest is not perfected without possession of the original certificate. With respect to the remaining documents, fax copies of signature pages on the closing date should be sufficient. Carolyn M. Campbell King?& Spalding 713-276-7307 (phone) 713-751-3280 (fax) ccampbell@kslaw.com <mailto:ccampbell@kslaw.com< -----Original Message----- From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com] Sent: Monday, April 30, 2001 11:20 AM To: Campbell, Carolyn Subject: RE: Delta Documents The problem is in getting the original in their hands (where?) by tomorrow. Does it have to be an original? Kay "Campbell, Carolyn" <CCampbell@KSLAW.com< on 04/30/2001 11:04:21 AM To: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com< cc: Subject: RE: Delta Documents Kay: Can we at least get the membership certificates signed by Tuesday? This seems to be the only document required in advance of closing. If we can't get the 80% membership interest certificate in the lender's possession on the closing date, then there is a lien perfection issue for them to deal with, and I thought we could accommodate their request and avoid the problem altogether. Please advise, as Greg and Isabel will be calling within an hour or so to finalize the mechanics on this. Thanks. Carolyn M. Campbell King?& Spalding 713-276-7307 (phone) 713-751-3280 (fax) ccampbell@kslaw.com <mailto:ccampbell@kslaw.com< -----Original Message----- From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com] Sent: Monday, April 30, 2001 10:40 AM To: Campbell, Carolyn Subject: Re: Delta Documents I've asked GE for the LOC by Wednesday, but I haven't gotten a response. I'll have difficulty getting executed docs by Tuesday, since sigs are coming from Portland. I'll have to check to see what can be done. Kay "Campbell, Carolyn" <CCampbell@KSLAW.com< on 04/30/2001 10:02:44 AM To: "'kay.mann@enron.com'" <kay.mann@enron.com< cc: Subject: Delta Documents Kay: Can you get executed documents back to me on Tuesday? Greg has requested that we send the original membership certificate representing the 80% interest to the collateral agent Tuesday night by overnight delivery to hold in escrow until closing, in order that the collateral agent is in possession of the certificate (for purposes of legal opinions) upon closing on Wednesday. Greg is planning to fax signature pages of all of their closing documents later today. (I will be out of the office at a meeting with another client most of the afternoon today). There is one last question with GE dealing with the letter of credit for the retention amount, as this affects our disbursement instruction letter. I advised Greg that GE's normal practice was to send the retention L/C after receipt of payment. He is considering this, but may want to talk to GE about the ability to present the L/C at closing. Do you have any thoughts on this? 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. 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. 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