I suspect that Chris Calger will be signing the certificate instead of Janet 
Dietrich.  Please use my cell phone (713 304 8716).






"Campbell, Carolyn" <CCampbell@KSLAW.com> on 04/17/2001 10:34:24 AM
To: "Lang, Gregory F." <gregorylang@paulhastings.com>, "'Staikos, John P.'" 
<johnstaikos@paulhastings.com>, "'PARKER, Isabel'" 
<isabel.parker@freshfields.com>, "VAN DUSEN, Nicholas" 
<nicholas.vandusen@freshfields.com>
cc: "'kay.mann@enron.com'" <kay.mann@enron.com>, "'carlos.sole@enron.com'" 
<carlos.sole@enron.com>, "Keffer, John" <JKeffer@KSLAW.com> 

Subject: Certificates and Resolutions





Gentlemen:

We have enclosed drafts of the following documents:

1.  Resolutions of sole member of Salmon Energy LLC authorizing the turbine
acquisition and related documents;
2.  Incumbency Certificate of ENA for the escrow agent; and
3.  Incumbency Certificate of PPL for the escrow agent.

The resolutions authorize the turbine contract, the loan from PPL, and the
G/E consent and agreement.  I have also drafted resolutions to be dated the
day following closing to elect as directors the persons named in the Amended
and Restated LLC Agreement (need the names of these persons - three
designees of PPL and one designee of ENA) and to replace the officers of the
LLC with persons designated by PPL.  If the lender desires Salmon
resolutions authorizing a security agreement to be signed by Salmon, we
would recommend that the new Salmon board controlled by PPL sign resolutions
ratifying and approving the security agreement, rather than have ENA approve
a security agreement that it has not negotiated and is not familiar with.

From a timing standpoint, we need to focus on the documentation required to
set up the escrow account, as I understand that the escrow may be funded on
the same day as the financial closing, namely, Thursday, April 19.  Citibank
will need (I) the escrow agreement, (ii) an incumbency certificate from each
party to the escrow agreement, (iii) a W-9 signed by each non-corporate
party to the escrow agreement, and (iv) a signed fee agreement.  The
incumbency certificates are enclosed.  Please insert names and other
information as appropriate.  We need comments to the Escrow Agreement in as
soon as possible in order that we can provide these documents to Citibank
for approval.

Thank you.

Carolyn M. Campbell
King?& Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosures: 137061v3
  140106v1
  140109v1





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 - Salmon - Resolutions of LLC.DOC
 - Enron Incumbency Cert for Escrow.DOC
 - Pegasus Incumbency Certif for Escrow.DOC