---------------------- Forwarded by Sara Shackleton/HOU/ECT on 11/22/99 02:45 
PM ---------------------------
   
	
	
	From:  Christopher Smith                           11/19/99 02:14 PM
	

To: Michael Etringer/HOU/ECT@ECT, philtice@deseretgt.com
cc: Sara Shackleton/HOU/ECT@ECT, William S Bradford/HOU/ECT@ECT, Tracy 
Ngo/HOU/ECT@ECT 
Subject: Deseret MAC Provision

Pursuant to my conversation this morning with Philip Tice of Deseret I am 
attempting to draft an alternative to the definitions which I drafted 
yesterday.  The MAC provision and associated definitions shall read as 
follows:


"Material Adverse Change"   means (a) with respect to Counterparty, it shall 
have any of the following occur at any time: (i) the Counterparty is not in 
compliance with any of its financial covenants governing any portion of its 
Funded Debt, Capital Lease Obligations, or Operating Lease Obligations; or 
(ii) the Counterparty has not provided the Compliance Certificate on the 
Compliance Reporting Date; or (iii)  the Counterparty has not provided the 
Debt Service Compliance Certificate on the Compliance Reporting Date or (iv) 
a negative Adjusted cash Flow balance has been projected in any quarter or 
annual period as noted in the Debt Service Compliance Certificate;  (b) with 
respect to ENA, Enron Corp.,s Credit Rating is below BBB- by S&P.  

"Compliance Certificate"   means the compliance certificate in the form of 
Schedule "A".

"Compliance Reporting Date"   means five Business Days following each 
Quarterly Period and Annual Period.  If such day Compliance Reporting Date 
does not fall on a Business Day than the respective Compliance Reporting Date 
shall be the next closes Business Day following the required five Business 
Day requirement.  

"Debt Service Compliance Certificate"   means the compliance certificate in 
the form of Schedule "B".

Michael and Philip, receipt of Schedule A and B will also have to be inserted 
as a Condition Precedent in either Annex A or Annex B.  I will look to Sara 
for her opinion of were best to insert this CP.


Christopher