Revised Deseret ISDA Worksheet

Please revise now. Thanks. SS
---------------------- Forwarded by Sara Shackleton/HOU/ECT on 12/06/99 08:51
AM ---------------------------

From: Christopher Smith 12/03/99 11:37 AM

To: Sara Shackleton/HOU/ECT@ECT
cc: Michael Etringer/HOU/ECT@ECT, William S Bradford/HOU/ECT@ECT
Subject: Revised Deseret ISDA Worksheet

Sara, pursuant to my voice mail attached is a revised ISDA worksheet for
Deseret. In a nutshell, Deseret's collateral threshold level is now $0, and
they will be required to post an independent LC amount of $500,000 plus the
applicable amount tied to the $250,000 multiple. As the MTM value associated
with the transaction is expected to be less than $250,000, Deseret will be
required to post a LC of $750,000 at closing. Please make the appropriate
changes to the documentation, and e-mail me a full set of the revised
documents. Also, please let me know of any of your concerns or outstanding
issues. Michael is in the process of firming up the final fixed price and he
will follow-up with you accordingly.

Thank you very much for your time and assistance throughout this process.

Christopher