Kay:

Carolyn confirmed that she did not use the Citibank form of Incumbency
Certificate and that her certificate did not include language requiring a
seal.  Should we go ahead and modify the language on the Citibank form?  If
so, I propose using the following language: "IN WITNESS WHEREOF, I have
hereunto set my hand as Managing Director of the Company this ____ day of
June, 2001."

Regards,

Marisa

-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Wednesday, June 06, 2001 7:40 AM
To: Reuter, Marisa
Subject: RE: ENA/Blue Dog: Incumbency Certificate



Maybe I'm wrong, but I don't think we've done that on the other two deals.
Kathleen would know.




"Reuter, Marisa" <MReuter@KSLAW.com> on 06/05/2001 02:33:13 PM

To:   "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>
cc:

Subject:  RE: ENA/Blue Dog: Incumbency Certificate

For the escrow.  Unfortunately, Citibank's form contained the following
language in the signature block: "In witness whereof, I have hereunto set
my
hand and affixed the corporate seal of the Company this ______ day of May,
2001."

-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Tuesday, June 05, 2001 12:04 PM
To: Reuter, Marisa
Subject: Re: ENA/Blue Dog: Incumbency Certificate



Is this for the escrow or other docs?  I know Citibank does not require a
corporate seal.  What BS!

Kathleen is out sick, so it will be a day or two.

Kay




"Reuter, Marisa" <MReuter@KSLAW.com> on 06/05/2001 10:09:11 AM

To:   "'Kathleen.Carnahan@enron.com'" <Kathleen.Carnahan@enron.com>
cc:   "'kay.mann@enron.com'" <kay.mann@enron.com>, "Keffer, John"
<JKeffer@KSLAW.com>

Subject:  ENA/Blue Dog: Incumbency Certificate


Kathleen:

Paul Hastings would like ENA to resign the Incumbency Certificate, since
the
original Certificate did not affix the corporate seal.  Could you
coordinate
this and make sure the seal is affixed to the new Certificate?  Thanks.

Call me if you have any questions.

Regards,

Marisa







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