Ladies and Gentlemen:


We have enclosed the initial draft of the LLC Agreement for CA Energy
Development II, LLC, marked to reflect revisions from the LLC Agreement for
CA Energy Development I, LLC circulated earlier today.  The enclosed draft
reflects my understanding that commercial operation of the transformer under
the ABB facility agreement and consent of ABB have no bearing on the timing
for exercise of the put and call provisions in Section 6.2.   The enclosed
draft is being furnished without prior review by ENA and is subject to
further revision based upon such review.   Please review the enclosed at
your earliest convenience and advise of any comments.   Thank you.


Carolyn M. Campbell
King & Spalding
713-276-7303 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosure:    129344v1 (redlined from 128540v9)




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