Rob:
I am faxing to you our comments to the latest drafts of Schedules.  Our 
credit person has agreed to make the MAC trigger as an additional Termination 
Event so long as (1) we limit the trigger to the S&P rating; (2) we provide a 
cure concept that the non-Affected Party controls subject to a cap; and (3) 
we remove the MAC trigger from the collateral threshold definition.  I have 
included some proposed language.  Also, with respect to the partnership 
agreement, I seem to recall that you were reluctant to send us a copy as we 
traditionally review LP agreements as a part of our due diligence.  Is that 
still the case?  I like what you did on the Termination Event but we need 
some comfort that you cannot alter or narrow the GP's liability that is 
provided by statute.  Could you please give that some thought and we can talk 
further about it?

Tomorrow is bad for me to talk but the rest of the week after tomorrow looks 
good if you have some time.
Carol