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

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