Message-ID: <29047374.1075844532330.JavaMail.evans@thyme>
Date: Mon, 22 Nov 1999 06:45:00 -0800 (PST)
From: sara.shackleton@enron.com
To: marie.heard@enron.com
Subject: Deseret MAC Provision
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---------------------- Forwarded by Sara Shackleton/HOU/ECT on 11/22/99 02:=
45=20
PM ---------------------------
  =20
=09
=09
=09From:  Christopher Smith                           11/19/99 02:14 PM
=09

To: Michael Etringer/HOU/ECT@ECT, philtice@deseretgt.com
cc: Sara Shackleton/HOU/ECT@ECT, William S Bradford/HOU/ECT@ECT, Tracy=20
Ngo/HOU/ECT@ECT=20
Subject: Deseret MAC Provision

Pursuant to my conversation this morning with Philip Tice of Deseret I am=
=20
attempting to draft an alternative to the definitions which I drafted=20
yesterday.  The MAC provision and associated definitions shall read as=20
follows:


"Material Adverse Change"   means (a) with respect to Counterparty, it shal=
l=20
have any of the following occur at any time: (i) the Counterparty is not in=
=20
compliance with any of its financial covenants governing any portion of its=
=20
Funded Debt, Capital Lease Obligations, or Operating Lease Obligations; or=
=20
(ii) the Counterparty has not provided the Compliance Certificate on the=20
Compliance Reporting Date; or (iii)  the Counterparty has not provided the=
=20
Debt Service Compliance Certificate on the Compliance Reporting Date or (iv=
)=20
a negative Adjusted cash Flow balance has been projected in any quarter or=
=20
annual period as noted in the Debt Service Compliance Certificate;  (b) wit=
h=20
respect to ENA, Enron Corp.=01,s Credit Rating is below BBB- by S&P. =20

"Compliance Certificate"   means the compliance certificate in the form of=
=20
Schedule "A".

"Compliance Reporting Date"   means five Business Days following each=20
Quarterly Period and Annual Period.  If such day Compliance Reporting Date=
=20
does not fall on a Business Day than the respective Compliance Reporting Da=
te=20
shall be the next closes Business Day following the required five Business=
=20
Day requirement. =20

"Debt Service Compliance Certificate"   means the compliance certificate in=
=20
the form of Schedule "B".

Michael and Philip, receipt of Schedule A and B will also have to be insert=
ed=20
as a Condition Precedent in either Annex A or Annex B.  I will look to Sara=
=20
for her opinion of were best to insert this CP.


Christopher