Subject: Closing Documents
From: [email-masked]
To: [email-masked]
Cc: [email-masked]
Date: Wed, 3 Jan 2001 11:15:00 -0800 (PST)

<<2rcs02!.DOC>>  <<2rd802!.DOC>>  <<2rd902!.DOC>>  <<2rd@02!.DOC>>

Kay:

Enclosed for review are drafts of the following documents:

1.  Promissory Note payable by CA/ED-I to ENA in the amount of $16,100,000;
2.  Membership Certificate No. 1 in the name of ENA for 100% interest;
3.  Membership Certificate No. 2 in the name of ENA for 80% interest; and
4.  Membership Certificate No. 3 in the name of SEL for 20% interest.

Similar notes will be prepared for each of the three transactions.  Similar
membership certificates will be prepared for CA/ED-II.  I have not prepared
a draft of a promissory note payable by the LLC to SEL, assuming that
Fulbright & Jaworski will want to prepare this.  Please advise of any
comments at your convenience.  If acceptable, I will forward drafts to
George.  Thanks.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
[email-masked] <mailto:[email-masked]>

Enclosures: 128764v2
  128780v2
  128781v2
  128782v2

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 - 2rcs02!.DOC
 - 2rd802!.DOC
 - 2rd902!.DOC
 - 2rd@02!.DOC