Message-ID: <30571491.1075846007304.JavaMail.evans@thyme> Date: Tue, 17 Apr 2001 06:36:00 -0700 (PDT) From: kay.mann@enron.com To: ccampbell@kslaw.com Subject: Re: Certificates and Resolutions Cc: stephen.thome@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=ANSI_X3.4-1968 Content-Transfer-Encoding: 7bit Bcc: stephen.thome@enron.com X-From: Kay Mann X-To: "Campbell, Carolyn" X-cc: Stephen Thome X-bcc: X-Folder: \Kay_Mann_June2001_3\Notes Folders\Sent X-Origin: MANN-K X-FileName: kmann.nsf I suspect that Chris Calger will be signing the certificate instead of Janet Dietrich. Please use my cell phone (713 304 8716). "Campbell, Carolyn" on 04/17/2001 10:34:24 AM To: "Lang, Gregory F." , "'Staikos, John P.'" , "'PARKER, Isabel'" , "VAN DUSEN, Nicholas" cc: "'kay.mann@enron.com'" , "'carlos.sole@enron.com'" , "Keffer, John" 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 Enclosures: 137061v3 140106v1 140109v1 Confidentiality Notice This message is being sent by or on behalf of a lawyer. It is intended exclusively for the individual or entity to which it is addressed. This communication may contain information that is proprietary, privileged or confidential or otherwise legally exempt from disclosure. If you are not the named addressee, you are not authorized to read, print, retain, copy or disseminate this message or any part of it. If you have received this message in error, please notify the sender immediately by e-mail and delete all copies of the message. - Salmon - Resolutions of LLC.DOC - Enron Incumbency Cert for Escrow.DOC - Pegasus Incumbency Certif for Escrow.DOC