Revised LLC Agreement

<<2R6KRED.DOC<< <<2R6LRED.DOC<< <<2rm302!.DOC<< <<2RQB01!.DOC<<

We have enclosed the following documents for your review:

1. Revised draft of the Liability Company Agreement of CA Energy
Development I, LLC, marked to reflect revisions from the draft circulated on
12-01-2000;

2. Revised draft of the Letter Agreement for CA Energy Development
I, LLC, marked to reflect revisions from the draft circulated by Fulbright
and Jaworski on 12-07-2000;

3. Revised draft of the Letter Agreement for CA Energy Development
II, LLC, which is identical to the enclosed Letter Agreement for CA Energy
Development I, LLC; and

4. Revised draft of the Letter Agreement for CA Energy Development
II, LLC pertaining to the transformer, marked to reflect revisions from the
enclosed Letter Agreement for CA Energy Development I, LLC.

Please advise of any further comments. Thank you.

Carolyn M. Campbell
King & Spalding LLC
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com<

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- 2R6KRED.DOC
- 2R6LRED.DOC
- 2rm302!.DOC
- 2RQB01!.DOC