This is further to my prior E-mail.  I think we should wait until Bob gets 
back to get a more complete answer/perspective.  SWD
----- Forwarded by Steve Duffy/Houston/Eott on 06/21/2000 05:44 PM -----

	"Pena, Carlos" <cpena@velaw.com>
	06/21/2000 03:46 PM
		 
		 To: Steve Duffy/Houston/Eott@Eott
		 cc: "Baird, Bob" <RBaird@velaw.com>
		 Subject: API question



Steve:

My initial read of the partnership agreement is that the cash from the
insurance settlement should be treated as a cash item in the second quarter.
This is based on the definition of "Available Cash" (defined to include "all
cash receipts of the Partnership during such quarter from all sources") and
Section 5.3 (which provides that "Within 45 days following the end of . . .
each calendar quarter commencing with the calendar quarter beginning on July
1, 1994, an amount equal to 100% of Available Cash with respect to such
period or quarter shall be distributed in accordance with this Article V by
the Partnership to the Partners").  My reading is that the settlement money
is a "cash receipt" during the second quarter and must be distributed as
Available Cash.

Bob thought this question deserved a thorough review and was hoping to be
involved in its resolution. Based on his impression from the last meeting,
he thought he would have an opportunity to look at it after his vacation. He
may have some additional thoughts on the analysis, so please let me know how
you would like to proceed.
--------------------------------
Carlos Pena
Vinson & Elkins
Phone:  512-495-8522
Fax:  512-236-3247