Assignmemt/Amendment

I used the wrong email address!
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 04/27/2000
04:53 PM ---------------------------

Sara Shackleton
04/27/2000 03:31 PM
To: rjr@huoston.rr.com
cc:
Subject: Assignmemt/Amendment

Robert: Susan Flynn told me that your client is objecting to the deletion of
the first part of the first sentence in the "Setoff" language. I just wanted
to explain why we are requesting this change. In reviewing our forms during
the latter part of 1999, we made a number of changes to both our ISDA
Schedule and CSA. One of these changes was the deletion of the preamble
language contained in the setoff provision. We concluded that the phrase
"Without affecting ...., all payments will be made without setoff
...;provided, however," actually negated the effect of setoff which we WANT
to occur UPON THE DESIGNATION OR THE DEEMED DESIGNATION of an Early
Termination Date. What purpose do you think the phrase serves if left in the
setoff provision? Please feel free to give me a call at 713/853-5620.
Thanks. Sara