From: ccampbell@kslaw.com
To: kay.mann@enron.com
Date: 2001-04-24 16:18:00+00:00
Subject: Delta Documents

 <<Escrow Agreement Enron Salmon LLC.DOC>>  <<ENA.Ltr.Forms.DOC>>
<<Entitlement.Ltr.DOC>>  <<ENA.Consent.DOC>>  <<Salmon - Resolutions of
LLC.DOC>>  <<LLC Agmt Enron Turbines Delta Power.DOC>>  <<Consent of Salmon
LLC electing officers.DOC>>

Kay:

We have attached execution copies of the following documents for execution
by ENA and/or Salmon LLC:

1.  Escrow Agreement (we will change pages to delete brackets on ENA wire
instructions and to add Pegasus wire instructions as soon as we get info
from Pegasus);
2.  ENA Letter re Forms of Agreement;
3.  Entitlement Letter Agreement;
4.  ENA Consent and Agreement;
5.  Consent of Sole Member authorizing the turbine acquisition and the
issuance of membership interests;
6.  First Amended and Restated Limited Liability Company Agreement (we will
fill in the dates later); and
7.  Consent of Members of LLC electing new directors, and Consent of
Directors of LLC electing new officers (we will type in names once they are
provided by Pegasus).

You should have the following documents:

1.  Schedule of Fees for Escrow Agreement; and
2.  Certificate of Incumbency;
3.  Assignment and Assumption Agreement;
4.  Bill of Sale; and
5.  Notice of Intent to Purchase Specified Option Property.

The following agreements are not yet available for signature by ENA:

1.  Escrow Disbursement Instructions (Greg says he thinks the one we
originally submitted was okay, but he wants to review again - he had put it
on hold due to the securities entitlement account issue)
2.  LLC Membership Certificates (need membership certificate books)
3.  Secretary's Certificate of LLC (waiting on revised draft from Paul
Hastings - they have promised to re-send it shortly.  If I don't get this in
an hour or so, I'll have my secretary re-type it and will forward to you.
Unfortunately, this one is the other incumbency certificate which requires a
number of signatures).

I have convinced Greg Lang that since the GE Consent and Agreement refers to
the fact that Salmon LLC has granted a security interest in the Turbine
Contract to the lenders, the GE Consent and Agreement should be executed by
Salmon after Pegasus is in control of Salmon.   Therefore, I have not
enclosed the GE Consent and Agreement in this package.

Please send over a signed copy of the Confidentiality Agreement for our
records.  If you have any questions or comments, please advise.  Thanks.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com

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 - Escrow Agreement Enron Salmon LLC.DOC
 - ENA.Ltr.Forms.DOC
 - Entitlement.Ltr.DOC
 - ENA.Consent.DOC
 - Salmon - Resolutions of LLC.DOC
 - LLC Agmt Enron Turbines Delta Power.DOC
 - Consent of Salmon LLC electing officers.DOC