Enron Mail

From:stephanie.panus@enron.com
To:edward.sacks@enron.com
Subject:Port of Oakland
Cc:sara.shackleton@enron.com
Bcc:sara.shackleton@enron.com
Date:Fri, 9 Feb 2001 07:00:00 -0800 (PST)

Ed,

Please review the below language for "threshold" and "credit rating". The=
=20
main question we have is if a rating is required from both S&P and Moody's.=
=20
The threshold language reads such that if a party fails to have a credit=20
rating from either entity, then the threshold will be zero. Is this your=
=20
intention or does a rating from only one agency suffice?

(B) =01&Threshold=018 means, with respect to Party A (a) the amount set fo=
rth=20
opposite the lowest Credit Rating for Party A=01,s Credit Support Provider =
on=20
the relevant date of determination; or (b) zero if on the relevant date of=
=20
determination (i) the entity referred to in clause (a) above does not have =
a=20
Credit Rating from either S&P or Moody's, or (ii) an Event of Default or=20
Potential Event of Default with respect to Party A has occurred and is=20
continuing:

=01&Threshold=018 means, with respect to Party B (a) the amount set forth o=
pposite=20
the lowest Credit Rating for Party B on the relevant date of determination;=
=20
or (b) zero if on the relevant date of determination (i) the entity referre=
d=20
to in clause (a) above does not have a Credit Rating from either S&P or=20
Moody's, or (ii) an Event of Default or Potential Event of Default with=20
respect to Party B has occurred and is continuing:

=01&Credit Rating=018 means with respect to Party A=01,s Credit Support Pro=
vider, on=20
any date of determination, the respective ratings then assigned to Party A=
=01,s=20
Credit Support Provider=01,s unsecured, senior long-term debt or deposit=20
obligations (not supported by third party credit enhancement) by S&P, Moody=
=01,s=20
or the other specified rating agency or agencies, and with respect to Party=
=20
B, on any date of determination, the Standard & Poor=01,s Underlying Rating=
then=20
assigned to Party B=01,s uninsured revenue bonds by S&P or the rating then=
=20
assigned to Party B=01,s uninsured revenue bonds by Moody=01,s.

Thanks,
Stephanie