As we discussed.

Stuart

----- Forwarded by Stuart Zisman/HOU/ECT on 11/30/2000 12:20 PM -----

	"Campbell, Carolyn" <CCampbell@KSLAW.com>
	11/30/2000 10:02 AM
		 
		 To: "'Stuart.Zisman@enron.com'" <Stuart.Zisman@enron.com>
		 cc: "Keffer, John" <JKeffer@KSLAW.com>
		 Subject: First Amended and Restated Limited Liability Company Agreement


 <<2R6K02!.DOC>>  <<2R6KRED.DOC>>

Stuart:

We have enclosed for your review the initial draft of the First Amended and
Restated Limited Liability Company Agreement of CA Energy Development I,
LLC.  Also enclosed is a redlined draft marked to reflect revisions from the
Power Generation Investco LLC transaction.

We anticipate forwarding to you shortly a draft of the proposed letter
agreement.  In the meantime, if you have any questions or comments regarding
the enclosed, or if we may be of any further assistance, please do not
hesitate to call.  Thank you.

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

Enclosures: 128540v2
  128540vR





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 - 2R6K02!.DOC
 - 2R6KRED.DOC