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We attach clean and blacklined copies of the following:

(a) the GE Consent and Agreement;
(b) the GE opinion;
(c) the GE Letter Agreement; and
(d) the GE receipt of funds letter.

We would be grateful for your confirmation that these documents are in final
form.

Regards
Isabel


 - COMPARE004.DOC
 - NY003700033.DOC
 - NY003701281.DOC
 - COMPARE003.DOC
 - COMPARE001.DOC
 - NY003699615.DOC
 - COMPARE002.DOC
 - NY003700961.DOC