Gentlemen,

I'm attaching what we are calling an override letter to accompany the
breakout contracts. This letter is intended to preserve the lender
requirements/accounting treatment from the WestLB agreement so long as the
equipment is a part of the financing package.

I believe we also want to address an issue regarding assignment, but we are
still discussing Mike's version internally.

Kent, I look forward to talking to you tomorrow at 300 CST. If you would
like to discuss any of this in the am, please give me a call.

Thanks,

Kay