-----Original Message-----
From: Taylor, Mark E (Legal) 
Sent: Wednesday, October 31, 2001 10:56 AM
To: Bradford, William S.
Subject: 3-WAY CONFIRM TEMPLATE.doc


Each of the parties to this Agreement recognizes and acknowledges that the parties are acting and agreeing to perform their obligations hereunder in reliance upon (i) the timely execution and delivery by [legal name of other counterparty] ("Third Party") and Party A of a transaction in substantially the form attached hereto as Exhibit A ("Third Party Transaction A") and would not otherwise agree to execute, deliver and perform under this Agreement if Third Party and Party A were not contemporaneously executing and delivering Third Party Transaction A and (ii) the timely execution and delivery by Third Party and Party B of a transaction in substantially the form attached hereto as Exhibit B ("Third party Transaction B") and would not otherwise agree to execute, deliver and perform under this Agreement if Third Party and Party B were not contemporaneously executing and delivering Third party Transaction B.  The effectiveness of this Agreement shall be subject to the condition that contemporaneously with the execution and delivery of this Agreement Party A and Third Party execute and deliver Third Party Transaction A and Party B and Third Party execute and deliver Third Party Transaction B.