Kay:
 
The original documents are attached.  Thanks.

Carolyn M. Campbell 
King & Spalding 
713-276-7307 (phone) 
713-751-3290 (fax) 
ccampbell@kslaw.com 
  

 
-----Original Message-----
From: Campbell, Carolyn 
Sent: Thursday, October 04, 2001 9:28 AM
To: 'kay.mann@enron.com'
Cc: Keffer, John
Subject: CA Energy Development


 
Kay:
 
Per your request, we have reviewed the applicable provisions governing
exercise of the put option and believe that the following documents are
required:
 
1.  Notice of Exercise;
2.  Assignment of Limited Liability Company Interest;
3.  Resignation of Director; and
4.  Membership Certificate with Stock Power completed on reverse.
 
Initial drafts of the first three items listed above are enclosed for your
review.  Once we have your comments, we will make the necessary changes and
prepare corresponding documents for CA Energy Development II, LLC.
 
We note that the put option is exercisable (a) after Commercial Operation or
(b) at any time IF (unless SEL waives this requirement) GE acknowledges and
confirms that the transfer of the ENA Interest will not prejudice the LLC's
rights under the Facility Agreement.  We are unsure whether  commercial
operation has been achieved.  Accordingly, we have included in the Notice of
Exercise a waiver by SEL of the requirement for a confirmation and
acknowledgement from GE.  Please review the enclosed and advise of any
comments at your convenience.  Thank you.
 
 
Carolyn M. Campbell
King & Spalding 
713-276-7307 (phone)
713-751-3280 (fax)
 <mailto:ccampbell@kslaw.com> ccampbell@kslaw.com
 
 



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