 ,
 Steve:
I spoke with Rod Nelson, our credit person, about the cross default language 
and we have the following proposal to make.  We are okay with the language as 
it applies to declaring a an Event of Default and then declaring an early 
Termination Date.  For purposes of triggering a reduction of the collateral 
threshold to zero, we would propose that this language would not apply such 
that an event of Default would be triggered upon the occurrence of the cross 
default.  Let me know what you think.
Carol
steven.kessler@db.com