Ed,

Please review the below language for "threshold" and "credit rating".  The 
main question we have is if a rating is required from both S&P and Moody's.  
The threshold language reads such that if a party fails to have a credit 
rating from either entity, then the threshold will be zero.  Is this your 
intention or does a rating from only one agency suffice?

(B)  &Threshold8 means, with respect to Party A (a) the amount set forth 
opposite the lowest Credit Rating for Party A,s Credit Support Provider on 
the relevant date of determination; or (b) zero if on the relevant date of 
determination (i) the entity referred to in clause (a) above does not have a 
Credit Rating from either S&P or Moody's, or (ii) an Event of Default or 
Potential Event of Default with respect to Party A has occurred and is 
continuing:

&Threshold8 means, with respect to Party B (a) the amount set forth opposite 
the lowest Credit Rating for Party B on the relevant date of determination; 
or (b) zero if on the relevant date of determination (i) the entity referred 
to in clause (a) above does not have a Credit Rating from either S&P or 
Moody's, or (ii) an Event of Default or Potential Event of Default with 
respect to Party B has occurred and is continuing:

&Credit Rating8 means with respect to Party A,s Credit Support Provider, on 
any date of determination, the respective ratings then assigned to Party A,s 
Credit Support Provider,s unsecured, senior long-term debt or deposit 
obligations (not supported by third party credit enhancement) by S&P, Moody,s 
or the other specified rating agency or agencies, and with respect to Party 
B, on any date of determination, the Standard & Poor,s Underlying Rating then 
assigned to Party B,s uninsured revenue bonds by S&P or the rating then 
assigned to Party B,s uninsured revenue bonds by Moody,s.

Thanks,
Stephanie