<<30C_01!.DOC>>

Kay:

Enclosed is the initial draft of a closing memorandum for the Salmon
transaction.  Please review and advise of any comments.  Thank you.

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

Enclosure: 140424v1



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 - 30C_01!.DOC