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Kay:

We have enclosed drafts of the following documents for review:

 1. $16,100,000 Promissory Note to be executed by the LLC
payable to ENA;
 2. Membership Certificate No. 1 (100% in the name of ENA);
 3. Membership Certificate No. 2 (20% in the name of ENA);
 4. Membership Certificate No. 3 (80% in the name of TEH).

We have not drafted the form of the promissory note to be executed by the
LLC payable to TEH, as we have no information on the proposed terms of that
note.

I understand that the back sides of the membership certificates require a
little extra handiwork to print, but hopefully the substance of the
certificates will come across.  If you would prefer that I fax over the
certificates, please let me know.  Thank you.

Carolyn M. Campbell
King & Spalding
713-276-7303 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com <mailto:ccampbell@kslaw.com>

Enclosures: 128764v1
  128780v1
  128781v1
  128782v1




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