RE: Escrow account ,
 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" <CCampbell@KSLAW.com> on 04/17/2001 12:26:50 PM
To: "'Kay.Mann@enron.com'" <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 <mailto: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




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