Closing Agreement On Final Determination Covering Specific Matters

Closing Agreement On Final Determination Covering Specific Matters

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Exhibit 10.1


Form 906		Department of Treasury — Internal Revenue Service

(Rev. January 1994)

Closing Agreement On Final Determination
Covering Specific Matters

Under IRC section 7121, Enron Corp. (EIN ▇▇-▇▇▇▇▇▇▇) as Debtor, and each of the other Debtors that is a signatory hereto (each of which has a mailing address at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇) and the Commissioner of Internal Revenue make the following closing agreement on final determination covering specific matters (“Closing Agreement”):

WHEREAS, Debtors have filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the Bankruptcy Court;

WHEREAS, the Bankruptcy Plan was confirmed by order of the Bankruptcy Court entered on July 15, 2004;

WHEREAS, Debtors have filed a request for ruling regarding the effect of the confirmation of the Bankruptcy Plan on the proper time for realization of COD Income by Debtors with respect to Claims;

WHEREAS, an issue has arisen concerning the proper time for realization of COD Income by Debtors with respect to Debt Instrument Claims, and consequent attribute reduction under IRC section 108; and

WHEREAS, ▇▇▇▇▇▇▇ and the Commissioner of Internal Revenue desire to resolve these issues with finality for all tax years beginning with the Debtors’ tax year ended December 31, 2001, and up to and including Debtors’ last taxable year including the Discharge Date.

NOW IT IS HEREBY DETERMINED AND AGREED that:

1. As used in this Closing Agreement, the following terms shall have the respective meanings specified below:

(a). Applicable Date: the Applicable Date as defined in paragraph 2(a) of this Closing Agreement.

(b). Bankruptcy Court: the United States Bankruptcy Court for the Southern District of New York.

(c). Bankruptcy Plan: Debtors’ Supplemental Modified Fifth Amended Joint Plan of Affiliated Debtors pursuant to Chapter 11 of the United States Bankruptcy Code, dated July 2, 2004.

(d). Claim: any Debt Instrument Claim or Other Claim.

(e). COD Income: amounts realized for federal income tax purposes as a result of discharge of indebtedness.

(f). COD Reference Value: adjusted issue price (as defined in Treasury Regulation §1.1275-1(b)) on December 2, 2001, increased by (i) any amount of accrued but unpaid qualified stated interest (as defined in Treasury Regulation §1.1273-1(c)(1)) deducted by the issuer of the debt instrument for federal income tax purposes for any period prior to the Applicable Date and (ii) any amount of original issue discount accrued after December 2, 2001, and deducted by the issuer of the debt instrument for federal income tax purposes for any period prior to the Applicable Date.

(g). Convenience Claim: except as otherwise provided in the Bankruptcy Plan, a Debt Instrument Claim or an Other Claim that is either equal to or less than Fifty Thousand Dollars ($50,000.00), or is greater than Fifty Thousand Dollars ($50,000.00) but with respect to which the holder thereof voluntarily reduces the Claim to Fifty Thousand Dollars.

(h). Debt Instrument Claim: any allowed claim under the Bankruptcy Plan against any Debtor which constitutes a right to payment on a debt instrument (as defined in Treasury Regulation §1.1275-1(d)), except to the extent that payment of the claim would give rise to a deduction (and that has not previously been deducted) for federal income tax purposes.

(i). Debtors: Debtors listed in section 1.77 of the Bankruptcy Plan in respect of whom the Bankruptcy Plan was confirmed.

(j). Discharge Date: the date that all creditors’ Claims against the Debtors are discharged and released in full pursuant to the Bankruptcy Plan.

(k). Effective Date: the Effective Date as defined in section 1.96 of the Bankruptcy Plan, but in no event a date later than December 31, 2004.

(l). IRC: the Internal Revenue Code of 1986, as amended.

(m). Liquidation Date: the date that the holder of a Claim has received all distributions to which the holder of the Claim is entitled under the Bankruptcy Plan.

(n). Other Claim: any allowed claim under the Bankruptcy Plan against any Debtor, other than: (i) a Debt Instrument Claim, (ii) a claim with respect to an equity interest in any Debtor, or (iii) a claim to the extent that payment of the claim would give rise to a deduction (and that has not previously been deducted) for federal income tax purposes.

2. (a). With respect to each Debt Instrument Claim other than a Convenience Claim, Debtors shall realize COD Income on the earliest of the following three dates (the “Applicable Date”):

	(i)		the *Liquidation Date* in respect of such *Debt Instrument Claim*;

	(ii)		the *Discharge Date*; or

	(iii)		December 31, 2006

in an amount equal to the excess, if any, of (x) the COD Reference Value of such Debt Instrument Claim on the Applicable Date over (y) the sum of the amounts paid or distributed under the Bankruptcy Plan with respect to the Debt Instrument Claim and the fair market value of the Debt Instrument Claims, if any, on the Applicable Date after taking such amounts paid or distributed into account;

(b). With respect to each Other Claim that is not a Convenience Claim, Debtors shall realize COD Income as determined under applicable federal income tax principles on the earlier of the Liquidation Date or the Discharge Date;

(c). With respect to each Convenience Claim that is not also a Debt Instrument Claim, Debtors shall realize COD Income on the Effective Date in an amount equal to the difference between the allowed amount of such Claim, before any voluntary reduction by the holder associated with treatment of the Claim as a Convenience Claim, and the amount of the distributions to be made with respect to such Claim pursuant to the Bankruptcy Plan;

(d). With respect to each Convenience Claim that is also a Debt Instrument Claim, Debtors shall realize COD Income on the Effective Date in an amount computed in accordance with paragraph 2(a) of this Closing Agreement, except that:

	(i)		the *Applicable Date* shall be the *Effective Date*, and

	(ii)		no adjustment shall be made to the adjusted issue price of such claim on December 2, 2001, due to any voluntary reduction by the holder associated with treatment of the *Claim* as a *Convenience Claim*; and

(e). Debtors shall realize COD Income at the times provided in paragraphs 2(a), 2(b), 2(c) and 2(d) of this Closing Agreement. Debtors shall not realize COD Income except as otherwise provided in paragraphs 2(a), 2(b), 2(c) and 2(d) of this Closing Agreement.

3. (a). Tax attributes of Debtors shall be reduced in accordance with the provisions of IRC section 108(b) to take account of the amount of COD Income realized by the respective Debtors in accordance with the terms of this Closing Agreement.

(b). Debtors represent that all Debtors currently have taxable years ending December 31st. Debtors will retain such taxable years during the period covered by this Closing Agreement, and Debtors agree that during the period covered by this Closing Agreement, Debtors shall not transfer assets in a transaction to which either IRC section 351 or 381(a) applies unless the transferee corporation has a taxable year ending December 31, and such transferee (and any transferee of such transferee in a tax-free transfer) shall retain a December 31 taxable year through the taxable year ending December 31, 2006. In the event that a Debtor transfers its assets to a transferee corporation that has a taxable year ending on a date other than December 31, or the transferee (or transferee of a transferee in a tax-free transfer) prior to December 31, 2006, changes its taxable year to a taxable year ending on a date other than December 31, then the transferor shall realize COD Income at the time of the transfer as measured by paragraphs 2(a), 2(b), 2(c), and 2(d) of this Closing Agreement.

(c). This Closing Agreement does not address or constitute verification of the existence or amount of any of Debtors’ tax attributes. Until ▇▇▇▇▇▇▇’ tax attributes have been verified by the Commissioner of internal Revenue or become the subject of any other closing agreements entered into by the Debtors and the Commissioner of Internal Revenue, they are subject to verification and adjustment in accordance with applicable law.

4. This Closing Agreement is final and conclusive except:

the matter it relates to may be reopened in the event of fraud, malfeasance, or misrepresentation of material fact;

it is subject to the IRC sections that expressly provide that effect be given to their provisions (including any stated exception for IRC section 7122) notwithstanding any other law or rule of law; and

if it relates to a tax period ending after the date of this agreement, it is subject to any law, enacted after the agreement date, that applies to that tax period.

By signing, the parties certify that they have read and agreed to the terms of this document.

On behalf of Enron Corp. (E1N ▇▇-▇▇▇▇▇▇▇), EFS Construction Management Services, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Artemis Associates, LLC (EIN ▇▇-▇▇▇▇▇▇▇), Atlantic Commercial Finance, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), BAM Lease Company (EIN ▇▇-▇▇▇▇▇▇▇) Calcasieu Development Company, L.L.C. (EIN ▇▇-▇▇▇▇▇▇▇), ▇▇▇▇▇▇▇ City Power I, L.L.C.

(EIN ▇▇-▇▇▇▇▇▇▇), (EIN ▇▇-▇▇▇▇▇▇▇), Calypso Pipeline, LLC (EIN ▇▇-▇▇▇▇▇▇▇), Clinton Energy Management Services, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), DataSystems Group, Inc. (EIN ▇▇-▇▇▇▇▇▇▇); EBF LLC (EIN ▇▇-▇▇▇▇▇▇▇), ECI-Nevada Corp. (EIN ▇▇-▇▇▇▇▇▇▇), ECT Merchant Investments Corp. (EIN ▇▇-▇▇▇▇▇▇▇), ECT Securities GP Corp. (EIN 76577979), ECT Securities LP Corp. (EIN ▇▇-▇▇▇▇▇▇▇), ECT Strategic Value Corp. (EIN ▇▇-▇▇▇▇▇▇▇), EES Service Holdings, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), EESO Merchant Investments, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), EFS Holdings, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), EFS I, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), EFS II, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), EFS III, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), EFS IV, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), EFS IX, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), EFS V, Inc. (EIN 51-363392), EFS VII, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), EFS VIII, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), EFS X, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), EFS XI, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), EFS XII, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), EFS XV, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), EFS XVII, Inc. (ETN ▇▇-▇▇▇▇▇▇▇), EGP Fuels Company, (EIN ▇▇-▇▇▇▇▇▇▇), EGS New Ventures Corp. (EIN ▇▇-▇▇▇▇▇▇▇), ENA Upstream Company LLC (EIN ▇▇-▇▇▇▇▇▇▇), EnRock Management, LLC (EIN ▇▇-▇▇▇▇▇▇▇), Enron Acquisition III Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Enron ACS, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Alligator Alley Pipeline Company (EIN ▇▇-▇▇▇▇▇▇▇), Enron Asia Pacific/Africa/China LLC (EIN ▇▇-▇▇▇▇▇▇▇), Enron Asset Management Resources, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Broadband Services, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Broadband Services, L.P. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Capital & Trade Resources International Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Caribbean Basin LLC (EIN ▇▇-▇▇▇▇▇▇▇), Enron Communications Group, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Communications Leasing Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Credit Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Development Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Energy Information Solutions, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Energy Marketing Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Energy Services North America, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Energy Services Operations, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Energy Services, Inc. EIN ▇▇-▇▇▇▇▇▇▇), Enron Energy Services, LLC (EIN ▇▇-▇▇▇▇▇▇▇), Enron Engineering & Construction Company (EIN ▇▇-▇▇▇▇▇▇▇), Enron Engineering & Operational Services Company (EIN ▇▇-▇▇▇▇▇▇▇), Enron Equipment Procurement Company (EIN ▇▇-▇▇▇▇▇▇▇), Enron Expat Services, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Federal Solutions, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Freight Markets Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Fuels International, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Gas Liquids, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Gathering Company (EIN ▇▇-▇▇▇▇▇▇▇), Enron Global LNG LLC (EIN ▇▇-▇▇▇▇▇▇▇), Enron Global Markets LLC (EIN ▇▇-▇▇▇▇▇▇▇), Enron India LLC (EIN ▇▇-▇▇▇▇▇▇▇), Enron Industrial Markets LLC (EIN ▇▇-▇▇▇▇▇▇▇), Enron International Asia Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Enron International Asset Management Corp., (EIN ▇▇-▇▇▇▇▇▇▇), Enron International Fuel Management Company (EIN ▇▇-▇▇▇▇▇▇▇), Enron International Holdings Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Enron International Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Enron International Korea Holdings Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Liquid Fuels, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Liquid Services Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Enron LNG Marketing LLC (EIN ▇▇-▇▇▇▇▇▇▇), Enron Machine and Mechanical Services, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Management, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Metals & Commodity Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Methanol Company (EIN ▇▇-▇▇▇▇▇▇▇), Enron Middle East LLC (EIN ▇▇-▇▇▇▇▇▇▇), Enron Natural Gas Marketing Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Net Works LLC (EIN ▇▇-▇▇▇▇▇▇▇), Enron North America Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Operations Services Corp.

(EIN ▇▇-▇▇▇▇▇▇▇), Enron Permian Gathering Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Pipeline Construction Services Company (EIN ▇▇-▇▇▇▇▇▇▇), Enron Pipeline Services Company (EIN ▇▇-▇▇▇▇▇▇▇), Enron Power & Industrial Construction Company (EIN ▇▇-▇▇▇▇▇▇▇), Enron Power Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Baron Power Marketing, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Processing Properties, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Property & Services Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Reserve Acquisition Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Enron South America LLC (EIN ▇▇-▇▇▇▇▇▇▇), Enron Telecommunications, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Trailblazer Pipeline Company (EIN ▇▇-▇▇▇▇▇▇▇), Enron Transportation Services Company (EIN ▇▇-▇▇▇▇▇▇▇), Enron Ventures Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Enron WarpSpeed Services, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), EnronOnline, LLC (EIN ▇▇-▇▇▇▇▇▇▇), ET Power 3 LLC (EIN ▇▇-▇▇▇▇▇▇▇), Intratex Gas Company (EIN ▇▇-▇▇▇▇▇▇▇), KUCC Cleburne, LLC (EIN ▇▇-▇▇▇▇▇▇▇), LGMI, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), EFS XIII, Inc. fka ▇▇▇▇▇▇ Mechanical Corporation (EIN ▇▇-▇▇▇▇▇▇▇), LOA, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Louisiana Gas Marketing Company (EIN ▇▇-▇▇▇▇▇▇▇), Louisiana Resources Company (EIN ▇▇-▇▇▇▇▇▇▇), LRCI, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Modulus Technologies, Inc. (F-IN 760376050), EPC Estate Services, Inc. f/k/a National Energy Production Corporation (EIN ▇▇-▇▇▇▇▇▇▇), NEPCO Power Procurement Company (EIN ▇▇-▇▇▇▇▇▇▇), NEPCO Services International, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Omicron Enterprises, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Operational Energy Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Oswego Cogen Company, LLC (EIN — none), Palm Beach Development Company, L.L.C. (EIN ▇▇-▇▇▇▇▇▇▇), Paulista Electrical Distribution, L.L.C. (EIN ▇▇-▇▇▇▇▇▇▇), PBOG Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Portland General Holdings, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Portland Transition Company, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), Risk Management & Trading Corp. (EIN ▇▇-▇▇▇▇▇▇▇), ▇▇▇▇▇ Street Land Company (EIN ▇▇-▇▇▇▇▇▇▇), St. ▇▇▇▇▇▇▇ Development Company, L.L.C. (EIN ▇▇-▇▇▇▇▇▇▇), Superior Construction Company (EIN ▇▇-▇▇▇▇▇▇▇), Tenant Services, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), The New Energy Trading Company (EIN ▇▇-▇▇▇▇▇▇▇), The Protane Corporation (EIN ▇▇-▇▇▇▇▇▇▇), TLS Investors, L.L.C. (EIN ▇▇-▇▇▇▇▇▇▇), Transwestern Gathering Company (EIN ▇▇-▇▇▇▇▇▇▇), Garden State Paper Company, LLC (EIN ▇▇-▇▇▇▇▇▇▇),

Debtors that join Enron Corp. in the filing of a consolidated federal income tax return:


By	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇.	Date Signed	8/31/04


Title:	Executive Vice President and
	General Counsel

By:	/s/ ▇. ▇▇▇▇ ▇▇▇▇▇

	▇. ▇▇▇▇ ▇▇▇▇▇

Title:	Managing Director and Asst.
	General Counsel*

On behalf of all Debtors other than Enron Corp.

On behalf of Cabazon Holdings LLC (EIN ▇▇-▇▇▇▇▇▇▇), Cabazon Power Partners LLC (EIN ▇▇-▇▇▇▇▇▇▇), Enron Renewable Energy Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Wind Constructors Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Wind Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Wind Development LLC (EIN ▇▇-▇▇▇▇▇▇▇), Enron Wind Energy Systems Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Wind Lake ▇▇▇▇▇▇ LLC (EIN ▇▇-▇▇▇▇▇▇▇), Enron Wind Maintenance Corp. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Wind Storm Lake I LLC (EIN ▇▇-▇▇▇▇▇▇▇), Enron Wind Storm Lake II LLC (EIN ▇▇-▇▇▇▇▇▇▇), Enron Wind Systems, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), EREC Subsidiary I, LLC (EIN ▇▇-▇▇▇▇▇▇▇), EREC Subsidiary II,

LLC (EIN ▇▇-▇▇▇▇▇▇▇), EREC Subsidiary III, LLC (EIN ▇▇-▇▇▇▇▇▇▇), EXEC Subsidiary IV, LLC (EIN ▇▇-▇▇▇▇▇▇▇), EREC Subsidiary V, LLC (EIN ▇▇-▇▇▇▇▇▇▇), Green Power Partners I LLC (E1N ▇▇-▇▇▇▇▇▇▇), Victory Garden Power Partners LLC (EIN ▇▇-▇▇▇▇▇▇▇), Zond Minnesota Construction Company LLC (EIN ▇▇-▇▇▇▇▇▇▇), Zond Pacific, LLC (EIN ▇▇-▇▇▇▇▇▇▇), ZVVHC LLC (EIN ▇▇-▇▇▇▇▇▇▇), Enron Brazil Power Holdings I Ltd. (EIN — none), Enron Brazil Power Holdings XI Ltd. (EIN — none), Enron Brazil Power Investments XI Ltd. (EIN — none), Enron Caribe VI Holdings Ltd. (EIN — none), Enron Commercial Finance Ltd. (EIN - none), Enron Development Funding Ltd. (EIN — none), Enron Development Management Ltd., (EIN — none), Enron do Brazil Holdings Ltd. (EIN — none), Enron LNG Shipping Company (EIN — none), Nowa Sarzyna Holding BV (EIN — none), San ▇▇▇▇ Gas Company, Inc. (EIN ▇▇-▇▇▇▇▇▇▇), E Power Holdings Corp. (EIN ▇▇-▇▇▇▇▇▇▇), ECI-Texas, L.P. (EIN ▇▇-▇▇▇▇▇▇▇), ECT Securities Limited Partnership (EIN ▇▇-▇▇▇▇▇▇▇), EFS VI, L.P. (EIN ▇▇-▇▇▇▇▇▇▇), ENA Asset Holdings L.P. (EIN ▇▇-▇▇▇▇▇▇▇), ▇▇▇▇▇▇, L.P. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Global Power & Pipelines L.L.C. (EIN ▇▇-▇▇▇▇▇▇▇), Enron Holding Company L.L.C. (EIN ▇▇-▇▇▇▇▇▇▇), Jovinole Associates (EIN ▇▇-▇▇▇▇▇▇▇), LINGTEC Constructors L.P. (EIN ▇▇-▇▇▇▇▇▇▇), Richmond Power Enterprise, L.P (EIN ▇▇▇▇▇▇▇▇▇),

Debtors (not affiliated with Enron Corp.) that do not join Enron Corp. in the filing of a consolidated federal income tax return:

COMMISSIONER OF INTERNAL REVENUE


By	/s/ ▇▇▇ ▇. ▇▇▇▇▇	Date Signed	9/1/04

Title	Associate Chief Counsel (FIP)

By	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇	Date Signed	9/1/04


Title	Acting Associate Chief
	Counsel (ITA)

/s/ ▇. ▇▇▇▇ ▇▇▇▇▇

Date Signed

Managing Director and Asst.

General Counsel