MAC as an Add'l Event of Default

---------------------- Forwarded by Tana Jones/HOU/ECT on 09/22/99 10:01 AM
---------------------------

Shari Stack
09/21/99 03:49 PM
To: Tana Jones/HOU/ECT@ECT
cc:
Subject: MAC as an Add'l Event of Default

I will leave this in your capable hands to sort out w/ MET.

Thanks!

S
---------------------- Forwarded by Shari Stack/HOU/ECT on 09/21/99 03:48 PM
---------------------------

Tanya Rohauer
09/21/99 03:47 PM
To: Shari Stack/HOU/ECT@ECT
cc: Patricia Cini/HOU/ECT@ECT
Subject: MAC as an Add'l Event of Default

Shari,

The correct S&P rating is BBB- and as Pat mentioned, we DO want to include as
part of the definition of Material Adverse Change if the counterparty ceases
to be rated. Let me know if you have questions.

Thanks,
Tanya
---------------------- Forwarded by Tanya Rohauer/HOU/ECT on 09/21/99 03:44
PM ---------------------------

Enron North America Corp.

From: Patricia Cini 09/17/99 11:19 AM

To: Tanya Rohauer/HOU/ECT@ECT
cc:
Subject: MAC as an Add'l Event of Default

Tanya-

I am sure that you noticed in the attachment that Shari has the trigger at
BBB and not BBB-. In addition, do we want to add language in that section
that says an Event of Default also occurs if they are no longer rated by S&P?

Regards,

Pat

---------------------- Forwarded by Patricia Cini/HOU/ECT on 09/17/99 11:16
AM ---------------------------

Shari Stack
09/17/99 10:26 AM
To: Mark - ECT Legal Taylor/HOU/ECT@ECT, Sara Shackleton/HOU/ECT@ECT, Carol
St Clair/HOU/ECT@ECT, Tana Jones/HOU/ECT@ECT, Marie Heard/HOU/ECT@ECT, Susan
Flynn/HOU/ECT@ECT, Susan Bailey/HOU/ECT@ECT, William S Bradford/HOU/ECT@ECT,
Tanya Rohauer/HOU/ECT@ECT, Rod Nelson/HOU/ECT@ECT, Patricia Cini/HOU/ECT@ECT,
John Suttle/HOU/ECT@ECT, Russell Diamond/HOU/ECT@ECT, Debbie R
Brackett/HOU/ECT@ECT, Brant Reves/HOU/ECT@ECT, Tracy Ngo/HOU/ECT@ECT, Tom
Moran/HOU/ECT@ECT, Christopher Smith/HOU/ECT@ECT
cc:
Subject: MAC as an Add'l Event of Default

Further to our meeting this past Monday, attached please find a proposal for
a Material Adverse Change Clause as an Additional Event of Default in the
ISDA Master Agreement.

Any comments or suggestions would be welcome.

Many thanks,

Shari