As I mentioned, I think the "new and improved" versions are better starting 
points, but here's what we used.

I don't recall whether the concept of a development fee has been vetted with 
the accountants, as it wasn't applicable to the Intergen deal.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 03/01/2001 01:10 
PM ---------------------------


"Campbell, Carolyn" <CCampbell@KSLAW.com> on 01/02/2001 09:07:05 AM
To: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com>
cc: "Keffer, John" <JKeffer@KSLAW.com> 

Subject: RE: CA Energy Development LLC documents


 <<2R6L18!.DOC>>  <<2RM309!.DOC>>  <<2RLS10!.DOC>>  <<2R6K13!.DOC>>
<<2RSW04!.DOC>>

Kay:

Electronic copies of execution drafts of the following documents are
attached:

 1.  Letter Agreement for CA Energy Development I LLC;
 2.  Letter Agreement for CA Energy Development II LLC for the
turbine;
 3.  Letter Agreement for CA Energy Development II LLC for the
transformer;
 4.  First Amended and Restated Limited Liability Company Agreement
for CA Energy Development I LLC; and
 5.  First Amended and Restated Limited Liability Company Agreement
for CA Energy Development II LLC.

The originals of these documents were forwarded by courier to your office on
Friday.  I will deliver the original Guaranty Agreements to you today.  Let
me know if you need anything else.  Thank you.

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 8:40 AM
  To: Campbell, Carolyn
  Subject: CA documents

  Hi Carolyn,

  Please email me the execution version of the documents
signed last week, as
  well as the current version of the other documents.  Were
the originals put
  in the mail?  My assistant isn't here, so I can't tell what
I have yet.

  Thanks,

  Kay




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 - 2R6L18!.DOC
 - 2RM309!.DOC
 - 2RLS10!.DOC
 - 2R6K13!.DOC
 - 2RSW04!.DOC