David,

The Supplementary Agreement looks fine.  There needs to be a few changes made 
to the cover sheet with respect to the MAC provision (debt rating) and the 
financial reporting for Party B (AEPSC).  AEPSC does not provide its own 
financials and is not rated.  So, the MAC and financial reporting 
requirements are only required for the 9 utilities.

AEPSC is only on the hook for third-party cross-default along with the 9 
utilities.

I'm sorry that I missed you today...got bogged down with other emergencies.  
But we can always wait for the cp's response and amend the above, unless you 
want to send another version.

Regards,
Tracy






David Portz
12/07/2000 04:07 PM
To: fmdutton@aep.com@ENRON
cc: Tracy Ngo/PDX/ECT@ECT, Elizabeth Sager/HOU/ECT@ECT 

Subject: Re: EEI cover sheet completion  

Mitch -- Per my voicemail to you on this subject, attached for your review is 
a draft "Supplemental Agreement" and a draft Attachment A thereto.   Please 
forward to Frank Hilton if this formulation looks workable to you. I look 
forward to hearing from you.  Best regards, David