Subject: RE: AK steel
From: [email-masked]
To: [email-masked], [email-masked]
Cc: [email-masked], [email-masked]
Date: Thu, 31 May 2001 03:20:00 -0700 (PDT)

Please see below  

We can get comfortable without a guarantee; Carol please look at pg 22 
paragraph 2 of the 10K report.

Also please se answers to questions below. 
 -----Original Message-----
From:  St Clair, Carol  
Sent: Wednesday, May 30, 2001 8:55 AM
To: Ernst, Nicholas
Cc: Stoler, Lou; North, Carol; Curry, Ken
Subject: Re: AK steel

Nick:
Thanks.  Just a few questions for Carol and Ken:

1. Will there still be a MAC trigger and if so, will it remain at the parent 
level? Yes, and it will remain at the parent level 

2. I am assuming that we still want to receive Holdings" financials. Yes we 
want AK Holdings financials, we also want a representation in the contract 
that states that AK Holdings financials are the same as AK Steel's financials 
because it is the only wholly owned subsidiary of AK Holdings. 

3. Sounds like what we want AK Steel to say is that  it will remain as the 
only subsidiary of Holdings.  Is that the concept that you want them to 
covenant about in the ISDA?  I would suggest doing it as a covenant so that 
it would lead to an Event of Default if it is violated.  Does anyone have any 
thoughts on this? Yes we want to say that if AK Steel is NOT the only wholly 
owned sub, then it is an event of default.  It can be cured by a parent 
guarantee or by providing independent financial statements for AK Steel.

Carol St. Clair
EB 3889
713-853-3989 (Phone)
713-646-3393 (Fax)
[email-masked]

	Nick Ernst/ENRON@enronXgate 05/29/2001 07:24 PM 	   To: Carol St 
Clair/HOU/ECT@ECT  cc:   Subject: AK steel

Credit said that they will wave the parent guarantee.  The provision will be 
waved if AK Steel states, whether in financial documents or by written 
letter, that every entity within AK Steel Holding is also every entity within 
AK Steel Corp.  I have passed this on my contact in AK Steel's Treasury and 
they are going to get back to me.  I will be on the road tomorrow but you can 
leave me a voicemail with any questions.  

Nick