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: Tuesday, May 01, 2001 3:03 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


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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





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