Re: Form of Letter of Credit

Carol - I think Valerie Mooney (our credit person) and Ed Sacks are still
discussing some minor fine tuning of the LOC format. I spoke to Bob Bruce
this morning - we're all set on the language in the Schedule to the ISDA,
and there is a minor credit/billing issue in Paragraph 13 related to the
timing of transfer of interest on collateral that Val will discuss with Ed
as well. As far as the EEI goes, the only remaining issue that I'm aware
of (aside from finalizing the LOC) is whether we've finished coordinating
the Attachment containing the list of prior transactions. Sounds like we
may actually get these documents executed early next week.

Phyllis Lemell