Attached hereto is a draft of the above-referenced memorandum.

Regards,

Brian A. Bradshaw
Skadden, Arps, Slate, Meagher & Flom LLP
1600 Smith, Suite 4400
Houston, Texas  77002
713-655-5100 (main)
713-655-5141 (direct)
713-655-5181 (fax)
bbradsha@skadden.com


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 - 41370_1.doc