Patrice,
Please let me know this is workable and I will get this issued ASAP.
Thanks
Rob Smith
Retail/Alliance Credit Manager
1000 Louisiana Street Suite 5800
Houston, TX 77002
Phone 713.767.6090
Fax 713.767.8772

----- Forwarded by Rob Smith/HOU/Dynegy on 09/24/01 01:54 PM -----

Ernie Kohnke
To: Rob Smith/HOU/Dynegy@Dynegy
09/24/01 01:53 cc:
PM Subject: Re: Enron's Proposed Modifications for Parental Guarantee(Document
link: Rob Smith)




Rob,

I have made a few changes and one correction. I deleted the reference to
"must pay within 5 business days" added to paragraph 3. If Enron does make
a demand under this guaranty, there is no way we can make payment within
those 5 days (especially since we will need to rely on an outside party to
provide data to us). As you know, however, when we receive a demand under
a guaranty, we move quickly to verify the request and make payments where
appropriate.

I completed the information in paragraph 4(a).

I deleted the second copy of the reps and warranties of corporate
authority.

Finally, I reinserted "excluding choice of law provisions . . . " language
to try to keep the case under Texas law, assuming a dispute ever arises.

All told, most of the changes look fine.

Thanks.

Ernie

(See attached file: Dyn to Enron 1.doc)



Rob Smith
To: Ernie Kohnke/HOU/Dynegy@Dynegy
09/24/01 cc: Thomas White/HOU/Dynegy@Dynegy
11:15 AM Subject: Enron's Proposed Modifications for Parental Guarantee







----- Forwarded by Rob Smith/HOU/Dynegy on 09/24/01 11:14 AM -----

"Mims, Patrice
L." To: <rob.smith@dynegy.com<
<Patrice.L.Mims@ cc:
enron.com< Subject: Enron's Proposed Modifications for Parental Guarantee

09/24/01 11:11
AM








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(See attached file: Dynegy HOldings Parent Guaranty)




- Dyn to Enron 1.doc
- Dynegy HOldings Parent Guaranty