EWEB - ISDA modification

Susan: Please hold for EWEB redraft. SS
----- Forwarded by Sara Shackleton/HOU/ECT on 12/05/2000 09:55 AM -----

=09Edward Sacks@ENRON
=0912/04/2000 06:03 PM
=09=09=20
=09=09 To: Sara Shackleton/HOU/ECT@ECT
=09=09 cc: Tracy Ngo/PDX/ECT@ECT
=09=09 Subject: EWEB - ISDA modification

Please make the following changes in bold:

=01&Material Adverse Change=018 means (a) with respect to Party A, its Cred=
it=20
Support Provider=01,s Credit Rating is below =01&BBB-=018 by S&P or its Cre=
dit Support=20
Provider fails to have a Credit Rating from S&P; or (b) with respect to Par=
ty=20
B, it shall have any of the following occur at any time: (i) its Credit=20
Rating is below =01&BBB-=018 by S&P or it fails to have a Credit Rating fro=
m S&P;=20
or (ii) Net Worth of the Electric System falls below U.S. $115,000,000.

Previously we had proposed a Net Worth minimum based on the consolidated=20
balance sheet of Eugene Water & Electric Board; however, since EWEB is real=
ly=20
made up of two seperate enterprise funds, we need to be more specific and=
=20
name the Electric System as the entity which we are measuring performance.
=20
Comments or questions, please reply.

Ed Sacks