FYI.  I've been meeting with the finance folks at Enron.  I'm still unclear 
on when we will be able to close.  I do know that they believe 5 business 
days notice will be required to close, which is problematic considering the 
"earlier of" language relating to closing within two days of approval of the 
facility agreements. 

I doubt that there will be "minute books" for either of these entities.  I 
don't expect any documents to exist other than what you've received. I'm 
confirming this fact today.

Kay






"Campbell, Carolyn" <CCampbell@KSLAW.com> on 01/02/2001 01:53:59 PM
To: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>
cc: "Keffer, John" <JKeffer@KSLAW.com> 

Subject: RE: Invoice Language

Kay:

I have copies of the Articles of Organization, the LLC Agreement, and a
member's consent electing officers for each of the entities (and provided
these to George by fax on 12/7).  George advised last week that SEL wanted
the originals of the "minute books" for the two entities.   Therefore ENA
should prepare to have the original organizational documents ("minute
books") ready for delivery to SEL at closing.  I am unaware of any efforts
to obtain federal EIN's for these entities.  Thanks.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>  
;


-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Tuesday, January 02, 2001 1:26 PM
To: Matthew.F.Gockerman@enron.com
Cc: Ben.Jacoby@enron.com; Fred.Mitro@enron.com; Campbell, Carolyn;
Keffer, John; Kathleen.Carnahan@enron.com
Subject: RE: Invoice Language


Matt,

Do CA Energy Development I and II have federal EIN's?

Thanks,

Kay

PS to all, my answers to other questions:

Carolyn has corp documents
Not registered to do business in Texas


---------------------- Forwarded by Kay Mann/Corp/Enron on 01/02/2001 01:22
PM ---------------------------


"Noonan, Shawn" <SNoonan@INTERGEN.com> on 01/02/2001 01:11:17 PM

To:   "'George Kutzschbach'" <gkutzschbach@fulbright.com>,
      CCampbell@KSLAW.com
cc:   Kay.Mann@enron.com, "Pedigo, Doug" <DPedigo@INTERGEN.com>, "Jones,
      John" <JJones@INTERGEN.com>, "John. Laborde (E-mail)"
      <john.laborde@us.pwcglobal.com>

Subject:  RE: Invoice Language

All,


I need to apply for a Texas sales and use tax permit for CAED I and II very
soon.  Who has the current corporate data on these LLC entities (such as
business address, names of managing officers and directors (i.e., persons
authorized to execute documents on behalf of the LLC's), and the federal
EIN numbers)?  Also, have these entities registered to do business in
Texas?  Anyone, please help if you can.  Thanks!


-----Original Message-----
From: George Kutzschbach [mailto:gkutzschbach@fulbright.com]
Sent: Tuesday, January 02, 2001 11:37 AM
To: CCampbell@KSLAW.com
Cc: Kay.Mann@enron.com; Pedigo, Doug; Jones, John; Noonan, Shawn
Subject: Re: Invoice Language





Carolyn,


In addition to the invoice change, the periods should be removed from
"LLC" on the cover page, in the first paragraph of the first page, in
Section 1.78 and on the signature page of each Facility Agreement.  The
change relating to invoices is that the address of the invoices in
Section 6.7.2  should be as follows for one of the Facility Agreements:


CA Energy Development I, LLC
c/o Sweetgum Energy L.P.
c/o InterGen North America L.P.
909 Fannin, Suite 2200
Houston, Texas 77010
Attention: John Jones
Fax: (713) 374-3901


and as follows for the other:


CA Energy Development II, LLC
c/o Sweetgum Energy L.P.
c/o InterGen North America L.P.
909 Fannin, Suite 2200
Houston, Texas 77010
Attention: John Jones
Fax: (713) 374-3901

Thanks,
George


>>> "Campbell, Carolyn" <CCampbell@KSLAW.com> 01/02/01 11:12AM >>>
George:

Kay Mann is looking for your requested language providing that GE will
invoice the LLC directly.  I am unable to find your request.  Can you
please
furnish this, as Kay intends to address this with GE today.  Thank you.


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








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