Tanya:  Do we need to differentiate between the MAC as used in the CSA and in 
the Schedule (as an "Additional Event of Default") with respect to the 
disappearance of a credit rating from either S&P or Moody's (or both) based 
on your usage in power masters?  

I believe that we agreed that for purposes of the CSA (when S&P and Moody's 
are indicated on the credit worksheet), both ratings must disappear to 
trigger the MAC.

For purposes of an Additional Event of Default, should we just pose the 
question to credit?

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com
----- Forwarded by Sara Shackleton/HOU/ECT on 04/09/2001 05:47 PM -----

	Edward Sacks/ENRON@enronXgate
	04/09/2001 05:31 PM
		 
		 To: Sara Shackleton/HOU/ECT@ECT
		 cc: 
		 Subject: RE: Cargill Alliant master

It should say either; therefore, if one were to disappear, an Event of 
Default would occur.  This was the intent and is probably consistent with 
that in the Master Power agmt.



 -----Original Message-----
From:  Shackleton, Sara  
Sent: Monday, April 09, 2001 5:22 PM
To: Sacks, Edward
Subject: Cargill Alliant master

Ed:  For the Additional Event of Default (ratings trigger), do you intend the 
MAC to apply when only one or both credit ratings disappear?


Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com