Again, these look fine.  One comment which of course Steve will be aware of:  if (as I believe is to occur) a U.S. entity holds the note, there will be imputed interest for U.S. federal income tax purposes, since the note does not carry interest.

Katherine M. Bristor
Skadden Arps Slate Meagher & Flom LLP
4 Times Square
New York NY 10036
p: (212) 735-2338
f:  (917) 777-2338
kbristor@skadden.com

>>> "MUNGO HARDWICKE-BROWN" <mungo.hardwicke.brown@blakes.com> 11/07/01 06:37PM >>>

Please see attached.


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Mungo Hardwicke-Brown
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