from S-4/A 1 page <page> Certificate of Formation of Fish Lake Power LLC This Certificate of Formation of Fish Lake Power LLC (The "LLC"), Dated as of February 19, 1999, Is Being Duly Executed and Filed by an Authorized Person to Form a Limited Liability Company Under the Delaware Limited Liability Company Act (6 Del. C. Section 18-101, Et Seq.). First. the Name of the Limited Liability Company Formed Hereby Is Fish Lake Power LLC. Second. the Address of the Registered Office of the LLC in the State of Delaware Is C/O the Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. Third. the Name and Address of the Registered Agent for Service of Process on the LLC in the State of Delaware Are the Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. in Witness Whereof, the Undersigned Has Executed This Certificate of Formation as of the Date First Above Written. By: /S/ Douglas L. Anderson Name: Douglas L. Anderson Title: Assistant Secretary

from S-4/A ~20 pages Limited Liability Company Agreement

from S-4/A 1 page <page> Certificate of Formation of Salton Sea Royalty LLC This Certificate of Formation of Salton Sea Royalty LLC (The "LLC"), Dated as of February 19, 1999, Is Being Duly Executed and Filed by an Authorized Person to Form a Limited Liability Company Under the Delaware Limited Liability Company Act (6 Del. C. Section 18-101, Et Seq.). First. the Name of the Limited Liability Company Formed Hereby Is Salton Sea Royalty LLC. Second. the Address of the Registered Office of the LLC in the State of Delaware Is C/O the Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. Third. the Name and Address of the Registered Agent for Service of Process on the LLC in the State of Delaware Are the Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. in Witness Whereof, the Undersigned Has Executed This Certificate of Formation as of the Date First Above Written. By: /S/ Douglas L. Anderson Name: Douglas L. Anderson Title: Assistant Secretary

from S-4/A ~20 pages Limited Liability Company Agreement

from S-4/A 1 page <page> 4.3 Certificate of Formation of Vpc Geothermal LLC This Certificate of Formation of Vpc Geothermal LLC (The "LLC"), Dated as of February 19, 1999, Is Being Duly Executed and Filed by an Authorized Person to Form a Limited Liability Company Under the Delaware Limited Liability Company Act (6 Del. C. Section 18-101, Et Seq.). First. the Name of the Limited Liability Company Formed Hereby Is Vpc Geothermal LLC. Second. the Address of the Registered Office of the LLC in the State of Delaware Is C/O the Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. Third. the Name and Address of the Registered Agent for Service of Process on the LLC in the State of Delaware Are the Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. in Witness Whereof, the Undersigned Has Executed This Certificate of Formation as of the Date First Above Written. By: /S/ Douglas L. Anderson Name: Douglas L. Anderson Title: Assistant Secretary

from S-4/A ~20 pages Limited Liability Company Agreement

from S-4/A 1 page <page> State of Delaware Secretary of State Division of Corporations Filed 04:30 Pm 06/01/1998 981209942 - 2903133 Certificate of Formation of Calenergy Minerals LLC 1. the Name of the Limited Liability Company Is Calenergy Minerals LLC. 2. the Address of Its Registered Office in the State of Delaware Is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. the Name of Its Registered Agent at Such Address Is the Corporation Trust Company. 3. This Certificate of Formation Shall Be Effective February 12, 1998. in Witness Whereof, the Undersigned Have Executed This Certificate of Formation of Calenergy Minerals LLC This 12th Day of February, 1998. /S/ Douglas L. Anderson Douglas L. Anderson Authorized Person

from S-4/A ~5 pages Limited Liability Company of Calenergy Minerals LLC

from S-4/A 1 page <page> Certificate of Formation of Ce Turbo LLC 1. the Name of the Limited Liability Company Is Ce Turbo LLC. 2. the Address of Its Registered Office in the State of Delaware Is Corporation Trust Center, 1219 Orange Street, in the City of Wilmington, County of New Castle. the Name of Its Registered Agent at Such Address Is the Corporation Trust Company. 3. This Certificate of Formation Shall Be Effective June 1, 1998. in Witness Whereof, the Undersigned Has Executed This Certificate of Formation of Ce Turbo LLC This 1st Day of June, 1998. /S/ Douglas L. Anderson Douglas L. Anderson

from S-4/A ~5 pages Limited Liability Company Agreement of Ce Turbo LLC

from S-4/A 1 page Certificate of Incorporation of Ce Salton Sea Inc.

from S-4/A ~10 pages Bylaws of Ce Salton Sea Inc.

from S-4/A 1 page Certificate of Incorporation of Salton Sea Minerals Corp.

from S-4/A ~10 pages Bylaws of Salton Sea Minerals Corp.

from S-4/A 1 page <page> Certificate of Formation of Salton Sea Power LLC 1. the Name of the Limited Liability Company Is Salton Sea Power LLC. 2. the Address of Its Registered Office in the State of Delaware Is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. the Name of Its Registered Agent at Such Address Is the Corporation Trust Company. 3. This Certificate of Formation Shall Be Effective February 12, 1998. in Witness Whereof, the Undersigned Has Executed This Certificate of Formation of Salton Sea Power LLC This 12th Day of February, 1998. /S/ Douglas L. Anderson Douglas L. Anderson

from S-4/A ~5 pages Limited Liability Company Agreement of Salton Sea Power L.L.C.

from S-4/A ~10 pages 6th Supplemental Indenture

from S-4/A ~5 pages Opinion of Willkie Farr & Gallagher

from S-4/A 1 page Opinion of Latham & Watkins

from S-4/A 1 page Opinion of Lionel Sawyer & Collins

from S-4/A 1 page Awareness Letter

from S-4/A 1 page Subsidiaries of the Registrants

from S-4/A 1 page Consent of Deloitte & Touche Llp

from S-4/A ~5 pages Statement on Form T-1

from S-4/A ~20 pages Form of Letter of Transmittal

from S-4/A 1 page Form of Notice of Guaranteed Delivery

from S-4/A ~1 page Letter to Clients

from S-4/A 1 page Letter to Securities Dealers Comercial Banks,