Message-ID: <23598219.1075861738106.JavaMail.evans@thyme> Date: Thu, 15 Nov 2001 08:07:40 -0800 (PST) From: ccampbell@kslaw.com To: kay.mann@enron.com Subject: FW: CA Energy Development Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Campbell, Carolyn X-To: Mann, Kay X-cc: X-bcc: X-Folder: \KMANN (Non-Privileged)\Mann, Kay\Inbox X-Origin: Mann-K X-FileName: KMANN (Non-Privileged).pst 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) ccampbell@kslaw.com Confidentiality Notice This message is being sent by or on behalf of a lawyer. It is intended exclusively for the individual or entity to which it is addressed. This communication may contain information that is proprietary, privileged or confidential or otherwise legally exempt from disclosure. If you are not the named addressee, you are not authorized to read, print, retain, copy or disseminate this message or any part of it. If you have received this message in error, please notify the sender immediately by e-mail and delete all copies of the message.