We have attached comments on the provisions you sent to David, together
with a brief cover memo.  Please feel free to call us if you have any
questions or comments.

(See attached file: Rider.pdf)

(See attached file: #563799 v1 - Setoff Memo for Sager.doc)

Lech Kalembka
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, NY  10038
Tel.: (212) 504-6918
Fax: (212) 504-6666
E-mail: lech.kalembka@cwt.com
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 - Rider.pdf
 - #563799 v1 - Setoff Memo for Sager.doc