Tax representation

Please call me about this when you can.
---------------------- Forwarded by Kay Mann/Corp/Enron on 12/07/2000 12:04
PM ---------------------------

"George Kutzschbach" <gkutzschbach@fulbright.com< on 12/07/2000 10:08:50 AM
To: Ben.F.Jacoby@enron.com, Kay.Mann@enron.com, JKeffer@KSLAW.com
cc: areynaud@coral-energy.com, dwhaley@coral-energy.com,
TSeigler@coral-energy.com

Subject: Tax representation

The tax representation which should be included in Section 6(d) of the
Letter Agreement is as follows:

Since its formation, the LLC has not made any tax elections on behalf
of the LLC, including any tax election that causes the LLC to be treated
as anything other than a disregarded entity in accordance with Income
Tax Regulations section 301.7701-3(b).