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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)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosures: 128764v2
  128780v2
  128781v2
  128782v2




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