Comments

Rob:
I am faxing to you our comments to the latest drafts of Schedules. Our
credit person has agreed to make the MAC trigger as an additional Termination
Event so long as (1) we limit the trigger to the S&P rating; (2) we provide a
cure concept that the non-Affected Party controls subject to a cap; and (3)
we remove the MAC trigger from the collateral threshold definition. I have
included some proposed language. Also, with respect to the partnership
agreement, I seem to recall that you were reluctant to send us a copy as we
traditionally review LP agreements as a part of our due diligence. Is that
still the case? I like what you did on the Termination Event but we need
some comfort that you cannot alter or narrow the GP's liability that is
provided by statute. Could you please give that some thought and we can talk
further about it?

Tomorrow is bad for me to talk but the rest of the week after tomorrow looks
good if you have some time.
Carol