Russell: Based on my review of the 6/23 draft of ISDA Schedule here are my credit questions: 1. There is no Credit Support Provider for Equitable. Should there be? 2. What should the cross default thresholds be and who should they apply to? 3. Are you satisfied with the Additional Termination Event? I'm assuming that in clause (i) of the definition of Debt Coverage Amount, it makes sense to take "future" revenues from the preceding year and subtract from it asset sales made during the current year? How will we know what assets sales are made? Will the future net revenue calculation be shown on the reserve report that we receive annually? When will this calculation be done? Are you satisfied with their definition of Internal and External debt? 4. In Part 3(a), looks like we would only receive an annual reserve report. Is that sufficient? When should we get it? Alos, whose financials do you want to receive? 5. In Part 5(c) - Setoff, I'll just note that this only applies to amounts due and owing between the parties and does not include "affiliates". 6. In Part 5(f)- Assignment, we need to decide what conditions precedent we want to apply to the limited partnership entity that they assign it to given the fact that once assigned, we will have no recourse to the partners, even the GP. For example, should the LP have a minimum asset value at the time of the transfer? It is not clear to me what assets this LP would own at the time of the transfer and I'm assuming that we would want it to meet some minimum credit criteria prior to such transfer. In addition, are you satisfied with the debt and asset sale limitations? On asset sales, I think that they need an annual limit as it is not clear to me how the $2,000,000 limit currently works. Alos, I think that all of these limitations in Section (f) should either be additional Events of Default or Additional termination Events. Please call when ready to discuss. Carol

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Equitable Credit Issues