RE: ISDA Comments

Mr. Davis:
Thanks you for your reply. I will call your attorney. Enclosed is the
guaranty amendment letter.

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)
carol.st.clair@enron.com

"Davis, Michael" <MDavis@wpsenergy.com<
07/10/2000 09:08 AM

To: "'Carol St Clair'" <Carol.St.Clair@enron.com<
cc:
Subject: RE: ISDA Comments

Ms. St Clair:

Questions reference the comments to the ISDA draft should be directed to
Edward Hammond at 414-297-5619. Ed is the attorney reviewing the ISDA
draft.

Please email your Guaranty amendment to me again and I will forward to our
attorney for review. As I will be on vacation from Friday, July 14 through
Wednesday, July 19, I would like to resolve at least the Guaranty amendment
prior to my departure.

< -----Original Message-----
< From: Carol St Clair [SMTP:Carol.St.Clair@enron.com]
< Sent: Friday, July 07, 2000 11:49 AM
< To: mdavis@wpsenergy.com
< Cc: Russell Diamond; Susan Bailey; Samantha Boyd
< Subject: ISDA Comments
<
<
<
< Mr. Davis:
< Susan Flynn passed on to me your comments to the ISDA draft. Please call
< me
< when you are ready to discuss. With respect to the Guaranty amendment
< that we
< had requested, it is just meant to clarify in the termination section that
< if
< the Guaranty is terminated then the Guarantor is still responsible for all
< of
< the Counterparty's obligations with respect to any transactions that were
< entered into prior to the termination date, even if such obligations are
< incurred after the termination date. I do not feel that the termination
< language, as currently written in both the WPS and Enron Guarantys clearly
< reflects this concept as the language as currently written states that the
< Guaranty "is revocable only with respect to liabilities occurring on or
< after
< the termination date." I look forward to hearing from you.
<
< Carol St. Clair
< EB 3892
< 713-853-3989 (Phone)
< 713-646-3393 (Fax)
< carol.st.clair@enron.com
<