---------------------- Forwarded by Kay Mann/Corp/Enron on 05/01/2001 04:57 
PM ---------------------------


"Shoemaker, Kent (GEAE)" <kent.shoemaker@ae.ge.com> on 05/01/2001 04:30:06 PM
To: "'PARKER, Isabel'" <isabel.parker@freshfields.com>, "Shoemaker, Kent 
(GEAE)" <kent.shoemaker@ae.ge.com>
cc: "Gregory F. Lang (E-mail)" <gregorylang@paulhastings.com>, "Smink, Jaap 
(PS, GE AEP)" <jaap.smink@ps.ge.com>, "Johnson, Lee L (PS, GE AEP)" 
<lee.johnson@ps.ge.com>, "'kay.mann@enron.com'" <kay.mann@enron.com> 

Subject: Urgent:  GE Final Documents

Isabel and Greg:

Attached is an escrow instruction letter authorizing you to hold the
documents referenced in the memorandum in trust until the closing
transaction.

Jaap, you are authorized to fax the documents that you have to Isabel at 212
277 4001 and to Greg at 203-359-3031.  As the funding is contingent on them
seeing our fax documents first, we will have to send them now (or no later
than 9 CST) or the funding doesn't occur.

Call me if you have any questions.

Kent


-----Original Message-----
From: PARKER, Isabel [mailto:isabel.parker@freshfields.com]
Sent: Tuesday, May 01, 2001 5:18 PM
To: 'Shoemaker, Kent (GEAE)'
Cc: Gregory F. Lang (E-mail)
Subject: RE: GE guaranty, opinion of counsel and letter of credit


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if you need assistance.






This seems fine.  You might want to add the GE acknowledgement of receipt of
funds, which, as we are holding documents in escrow until monies are
received by GE, can also now be signed in advance.
As to the opinion, we would prefer it to be executed by Dan Rowley or
yourself, rather than by you per personam Dan Rowley.
Let me know if this is possible
Thanks
Isabel

-----Original Message-----
From: Shoemaker, Kent (GEAE) [mailto:kent.shoemaker@ae.ge.com]
Sent: Tuesday, May 01, 2001 5:14 PM
To: 'PARKER, Isabel'
Cc: Gregory F. Lang (E-mail)
Subject: RE: GE guaranty, opinion of counsel and letter of credit


Will this work?  Is this correct list of documents

-----Original Message-----
From: PARKER, Isabel [mailto:isabel.parker@freshfields.com]
Sent: Tuesday, May 01, 2001 5:06 PM
To: 'Shoemaker, Kent (GEAE)'
Cc: Gregory F. Lang (E-mail)
Subject: RE: GE guaranty, opinion of counsel and letter of credit


This e-mail is confidential and may well also be legally privileged. If you
have received it in error, you are on notice of its status.  Please notify
us immediately by reply e-mail and then delete this message from your
system.  Please do not copy it or use it for any purposes, or disclose its
contents to any other person:  to do so could be a breach of confidence.
Thank you for your co-operation.  Please contact our
IT Helpdesk on +44 (0) 20 7936 4000 Ext.2000 or email ITHelp@freshfields.com
if you need assistance.






Can we not fax the document to Dan Rowley and ask him to fax it back to us?
That way he doesn't need to print it out.  Alternatively, do you have
authority to issue the opinion yourself?
Isabel

-----Original Message-----
From: Shoemaker, Kent (GEAE) [mailto:kent.shoemaker@ae.ge.com]
Sent: Tuesday, May 01, 2001 5:04 PM
To: 'PARKER, Isabel'
Subject: RE: GE guaranty, opinion of counsel and letter of credit


I trust both of you as attorneys to hold in escrow.  This is an
administrative problem.  Dan Rowley cannot get to a printer in time.  Can I
sign Dan Rowley name by Kent shoemaker and fax it out to you.

-----Original Message-----
From: PARKER, Isabel [mailto:isabel.parker@freshfields.com]
Sent: Tuesday, May 01, 2001 4:56 PM
To: 'Shoemaker, Kent (GEAE)'
Cc: Gregory F. Lang (E-mail)
Subject: RE: GE guaranty, opinion of counsel and letter of credit


This e-mail is confidential and may well also be legally privileged. If you
have received it in error, you are on notice of its status.  Please notify
us immediately by reply e-mail and then delete this message from your
system.  Please do not copy it or use it for any purposes, or disclose its
contents to any other person:  to do so could be a breach of confidence.
Thank you for your co-operation.  Please contact our
IT Helpdesk on +44 (0) 20 7936 4000 Ext.2000 or email ITHelp@freshfields.com
if you need assistance.






That is fine but if you can also fax the documents to me at the same time at
212 277 4001, that would be good.
I agree with the Escrow Letter in principle - who would you want to sign
such a letter? Presumably Salmon, as beneficiary of the guarantee?
Thanks
Isabel

-----Original Message-----
From: Shoemaker, Kent (GEAE) [mailto:kent.shoemaker@ae.ge.com]
Sent: Tuesday, May 01, 2001 4:53 PM
To: 'PARKER, Isabel'
Subject: RE: GE guaranty, opinion of counsel and letter of credit


Greg Lang at Paul Hastings has requested that the fax documents be sent to
him.  Is that okay?  I need to create an Escrow Letter that says the
documents cannot be released until funding.  I don't want a guaranty out
there without a closing.

Kent

-----Original Message-----
From: PARKER, Isabel [mailto:isabel.parker@freshfields.com]
Sent: Tuesday, May 01, 2001 4:03 PM
To: 'Kay.Mann@enron.com'; gregorylang@paulhastings.com
Cc: ccampbell@kslaw.com; kent.shoemaker@ae.ge.com; VAN DUSEN, Nicholas
Subject: RE: GE guaranty, opinion of counsel and letter of credit


This e-mail is confidential and may well also be legally privileged. If you
have received it in error, you are on notice of its status.  Please notify
us immediately by reply e-mail and then delete this message from your
system.  Please do not copy it or use it for any purposes, or disclose its
contents to any other person:  to do so could be a breach of confidence.
Thank you for your co-operation.  Please contact our
IT Helpdesk on +44 (0) 20 7936 4000 Ext.2000 or email ITHelp@freshfields.com
if you need assistance.






Our credit documentation provides that Pegasus shall not cause any monies to
be released from the Turbine Escrow Account until all relevant documentation
has been executed and delivered, namely:

(i) GE consent 
(ii) GE opinion
(iii) Turbine Contract
(iv) Security Agreement 
(v) Promissory Note
(vi) Amended Salmon LLC Agreement
(vii) GE Parent Guarantee.

The lenders consequently expect to see an executed (faxed if necessary) copy
of all of the above (including the GE Parent Guarantee) prior to release of
funds from the Escrow Account.

Thank you 
Isabel

-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Tuesday, May 01, 2001 3:55 PM
To: gregorylang@paulhastings.com; isabel.parker@freshfields.com
Cc: ccampbell@kslaw.com; kent.shoemaker@ae.ge.com
Subject: GE guaranty, opinion of counsel and letter of credit


In conversations with GE, it is their understanding that their guaranty
will not be transmitted until there is a fed ref number tomorrow.  The
opinion letter will be faxed as soon as the GC is available, or Kent can
sign for Dan Rowley if that is acceptable.  DRowley can sign originals on
Thursday.

The LOC is in the works, and GE understands that 10% will be retained in
escrow until the LOC is delivered.

There will be three original opinions.  There is one original guaranty, and
I'm not certain of GE's willingness to give more than that.  Obviously,
there will be only one LOC.

Kay