Message-ID: <12671005.1075842275363.JavaMail.evans@thyme> Date: Thu, 14 Dec 2000 02:48:00 -0800 (PST) From: dan.hyvl@enron.com To: doug.leach@enron.com Subject: Officer's Certificate for EPOS Cc: larry.pardue@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: larry.pardue@enron.com X-From: Dan J Hyvl X-To: Doug Leach X-cc: Larry Pardue X-bcc: X-Folder: \Dan_Hyvl_Dec2000_June2001\Notes Folders\Sent X-Origin: HYVL-D X-FileName: dhyvl.nsf Doug, As we discussed, Larry Pardue has requested that I get you to sign an officer's certificate regarding the execution and delivery of the Fuel Supply Agreements. The document that he forwarded to me does not define the agreements that he wants you to certify as to. They are vaguely referred to as Transaction Agreements which have been delivered. As far as I know, he may be wanting a certification as to the Consent documents. If they get back to me, I will request that they modify the document to reflect the Fuel Supply Agreements only and that you are not aware of any reason why they would not be valid under New York law, that you are not aware of any lawsuit threatened against EPOS as a result of it entering into these Fuel Supply Agreements and that so far as you know, EPOS is not an investment company as such term is defined. I will let you know what Larry is able to modify. ----- Forwarded by Dan J Hyvl/HOU/ECT on 12/14/2000 10:41 AM ----- Larry Pardue@ENRON_DEVELOPMENT 12/14/2000 08:38 AM To: Dan J Hyvl@ECT cc: Francisco Pinto Leite/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT Subject: Officer's Certificate for EPOS Dan, as we discussed, herewith the EPOS Officer's Certificate. Again, and sorry for the short notice, we need a fax of the Certificate before 11 a.m. this morning, Houston, time, for the closing/funding. Again, the certificate is being requested from our lawyers, Vinson & Elkins, so that they may release their opinion in connection with the closing. They must have the Certificate in order to do so. Thanks Dan, and please call me at 202 628 1700, or my cell 713 854 8000, or Francisco Pinto 202 639 6699, or his cell 713 301 8882, should you have any questions. Larry Pardue Senior Legal Specialist Enron Caribbean -- Legal Department 333 Clay Street, Suite 1900 Houston, Texas U.S.A. Tel +713 345 52 40 Fax +713 646 60 58 email: larry.pardue@enron.com - Officer's Certificate -- Enron Power Oil Supply Corp..DOC