Draft of revised definition of Material Adverse Change/Credit

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Pursuant to our discussion yesterday regarding the above, please find below for your consideration a suggested revision to MAC/Credit Rating trigger definition to used in all future master trading agreements or confirmations in which Enron Corp's credit rating is part of a MAC/Credit Rating trigger.

"Material Adverse Change" means (i) with respect to [Enron Trading Entity], Enron Corp. (or its successor or its successor's parent company) shall have long-term, senior, unsecured debt not supported by third party credit enhancement that is rated by S&P below "BBB-" [also insert Moody's as appropriate];

I understood yesterday that we may also need to consider changing the definition of Credit Support Provider in the ISDA's. I suspect that if "Credit Support Provider" is defined as Enron Corp. in the relevant Master, then the corresponding changes noted above would also need to be made. Your further thoughts regarding this issue are welcomed.

Please provide me your comments to the above language by tomorrow so we can start implementing a revised definition in our agreement templates.

Regards, Alan