Deseret MAC Provision

---------------------- Forwarded by Sara Shackleton/HOU/ECT on 11/22/99 02:=
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PM ---------------------------
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=09From: Christopher Smith 11/19/99 02:14 PM
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To: Michael Etringer/HOU/ECT@ECT, philtice@deseretgt.com
cc: Sara Shackleton/HOU/ECT@ECT, William S Bradford/HOU/ECT@ECT, Tracy=20
Ngo/HOU/ECT@ECT=20
Subject: Deseret MAC Provision

Pursuant to my conversation this morning with Philip Tice of Deseret I am=
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attempting to draft an alternative to the definitions which I drafted=20
yesterday. The MAC provision and associated definitions shall read as=20
follows:

"Material Adverse Change" means (a) with respect to Counterparty, it shal=
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have any of the following occur at any time: (i) the Counterparty is not in=
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compliance with any of its financial covenants governing any portion of its=
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Funded Debt, Capital Lease Obligations, or Operating Lease Obligations; or=
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(ii) the Counterparty has not provided the Compliance Certificate on the=20
Compliance Reporting Date; or (iii) the Counterparty has not provided the=
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Debt Service Compliance Certificate on the Compliance Reporting Date or (iv=
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a negative Adjusted cash Flow balance has been projected in any quarter or=
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annual period as noted in the Debt Service Compliance Certificate; (b) wit=
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respect to ENA, Enron Corp.=01,s Credit Rating is below BBB- by S&P. =20

"Compliance Certificate" means the compliance certificate in the form of=
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Schedule "A".

"Compliance Reporting Date" means five Business Days following each=20
Quarterly Period and Annual Period. If such day Compliance Reporting Date=
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does not fall on a Business Day than the respective Compliance Reporting Da=
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shall be the next closes Business Day following the required five Business=
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Day requirement. =20

"Debt Service Compliance Certificate" means the compliance certificate in=
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the form of Schedule "B".

Michael and Philip, receipt of Schedule A and B will also have to be insert=
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as a Condition Precedent in either Annex A or Annex B. I will look to Sara=
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for her opinion of were best to insert this CP.

Christopher