I don't think she's in.  You might want to leave her a voice mail.


From: Carlos Sole on 04/16/2001 11:08 AM
To: Sheila Tweed/HOU/ECT@ECT
cc: kay.mann@enron.com 

Subject: Delta - ENA Consent Jurisdiction Issue

Sheila, in connection with the Delta turbine sale, we have one pending issue 
with respect to the jursidiction clause that would have us consent to either 
NY state or federal court (you had revised the document to only have NY 
federal courts apply, but the Lenders have responded that they need the state 
court reference in the event that the federal courts will not take the 
case).  Attached is the redline to show how the clause has been revised to 
eliminate the waiver of forum non-conveniens and how the jurisidiction will 
only apply to the consent agreement, but I'd like your approval to accept NY 
state court as well.  In the alternative, Lender's counsel has commented that 
in another Enron transaction they were involved with, they accepted Delaware 
state and federal courts.  Also, please note that the opinion letter is no 
longer required.  Thanks in advance:
Jurisdiction and Process
5.8 ENA AGREES THAT ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING 
TO THIS CONSENT AND AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION 
HEREWITH, OR ANY LEGAL ACTION OR PROCEEDING TO EXECUTE OR OTHERWISE ENFORCE 
ANY JUDGMENT OBTAINED AGAINST ENA, FOR BREACH HEREOF, OR AGAINST ANY OF ITS 
PROPERTIES, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR THE 
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK BY THE 
COLLATERAL AGENT OR ON BEHALF OF THE COLLATERAL AGENT, AS THE COLLATERAL 
AGENT MAY ELECT, AND ENA HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO 
THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS FOR PURPOSES OF ANY SUCH LEGAL 
ACTION OR PROCEEDING.  ENA HEREBY AGREES THAT SERVICE OF PROCESS IN ANY SUCH 
PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR 
CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, 
TO IT AT ITS ADDRESS SPECIFIED BELOW ITS NAME ON THE SIGNATURE PAGES HEREOF 
OR AT SUCH OTHER ADDRESS OF WHICH EACH NOTEHOLDER SHALL HAVE BEEN NOTIFIED 
THERETO.  IN ADDITION ENA HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT 
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE 
LAYING OF THE VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR 
RELATING TO THIS CONSENT AND AGREEMENT OR ANY OTHER DOCUMENT EXECUTED IN 
CONNECTION HEREWITH BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR THE 
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY 
CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH A COURT 
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  



Carlos Sole'
Senior Counsel
Enron North America Corp.
1400 Smith Street
Houston, Texas 77002-7361

(713) 345-8191 (phone)
713 646-3393 (fax)
----- Forwarded by Carlos Sole/NA/Enron on 04/16/2001 10:56 AM -----

	"Campbell, Carolyn" <CCampbell@KSLAW.com>
	04/16/2001 09:49 AM
		 
		 To: "'carlos.sole@enron.com'" <carlos.sole@enron.com>
		 cc: 
		 Subject: FW: Pegasus - ENA Consent



Carlos:

The only two changes we requested to the ENA Consent that Isabel Parker did
not make were as follows:

1.  Section 2.1(f) - no deletion of "best" from knowledge; and
2.  Section 5.8 - no deletion of NY "state court" jurisdiction.

I have not spoken to Isabel about these last items, so I don't know if they
were inadvertent or intentional, although my e-mail to her was fairly
specific about Enron accepting federal court jurisdiction in NY but not NY
state court.  Note that it is rather unusual to object to NY state court
when federal courts in NY are considered acceptable.  Please review and 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: PARKER, Isabel [mailto:isabel.parker@freshfields.com]
Sent: Monday, April 16, 2001 8:47 AM
To: Carolyn Campbell (E-mail)
Cc: John Tisdale (E-mail); Jack Wallace (E-mail); O'BRIEN, Lisa; VAN
DUSEN, Nicholas
Subject: Pegasus - ENA Consent


This e-mail is confidential and may well also be legally privileged. If you
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if you need assistance.






I attach a clean and blacklined copy of the ENA Consent, showing the changes
from the version last circulated.

This should now be in final form.  Please let me know if you have any
further comments.

Kind regards
Isabel





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