That was my understanding, but when I saw your draft I thought you had
changed your mind.  Please revise the draft to those terms and re-send it to
me.

Luanne Giessen
Telephone:  (212) 902-0580
Facsimile:  (212) 428-1582
e-mail address:  luanne.giessen@gs.com


-----Original Message-----
From: Carol St Clair [mailto:Carol.St.Clair@enron.com]
Sent: Wednesday, July 05, 2000 3:02 PM
To: Giessen, Luanne
Cc: Tana Jones
Subject: MAC Language




Luanne:
I made a mistake on the language that we sent you on MAC.  On the last part
where it talks about a failure to be rated, my understanding from our
discussions is that a MAC would only be triggered if a party's credit
support
provider failed to be rated by either S&P or Moody's  so that if it lost one
rating but maintained the other rating a MAC would not be triggered.  For
this
reason the amendment should read ...or its Credit Support Provider shall
fail to
have a rating from either S&P or Moody's.

Please confirm that this is your understanding and sorry for the confusion.

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com