---------------------- Forwarded by Tana Jones/HOU/ECT on 09/20/99 11:15 AM 
---------------------------
   
	Enron North America Corp.
	
	From:  John Suttle                           09/20/99 11:07 AM
	

To: Shari Stack/HOU/ECT@ECT, Marie Heard/HOU/ECT@ECT, Tana Jones/HOU/ECT@ECT, 
Susan Flynn/HOU/ECT@ECT, Susan Bailey/HOU/ECT@ECT
cc:  
Subject: MAC as an Addtional Event of Default

I just got around to reading the e-mail Shari sent us last week regarding the 
new MAC language, and had a quick point on the MAC paragraph.  The last 
sentence doesn't seem to read quite right.  I copied the paragraph below, 
highlighted the area and thought you might want to take a look at it before 
it goes into any contracts.  Does "therefor" belong in there?

(ix) The occurrence of a Material Adverse Change (as hereinafter defined) 
with respect to Party A or Party B.  "Material Adverse Change" means, (a) 
with respect to Party A, its Credit Support Provider,s Credit Rating is rated 
below "BBB" by S&P; or (b) with respect to Party B, [insert as appropriate], 
provided, however, that the foregoing occurrence shall not constitute an 
Event of Default so long as in connection with or after such action or event, 
the party experiencing the Material Adverse Change (&X8) provides (or causes 
to be provided) to the other party (&Y8) within two Local Business Days of 
Y's written demand therefor performance assurance in an amount satisfactory 
to Y in its sole discretion.

Regards,

John Suttle
Non-Lawyer