RE: ISDA Comments

Russell:
Please call him about this.
Carol
----- Forwarded by Carol St Clair/HOU/ECT on 07/10/2000 06:34 PM -----

"Davis, Michael" <MDavis@wpsenergy.com<
07/10/2000 04:13 PM

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

Carol,

We are fine with proposed amendment, item (2) in the June 14, 2000 letter.
I don't understand the purpose for the increase to $10 million proposed in
item (1). Is this based on current business or some internal credit policy?
My records show, with the exception of June, ESI is in a net sell position
pretty much through the term of the Guaranty.

Please advise and provide your detail if you show otherwise.

< -----Original Message-----
< From: Carol.St.Clair@enron.com [SMTP:Carol.St.Clair@enron.com]
< Sent: Monday, July 10, 2000 9:41 AM
< To: MDavis@wpsenergy.com
< Cc: Russell.Diamond@enron.com; Susan.Bailey@enron.com;
< Samantha.Boyd@enron.com
< Subject: RE: ISDA Comments
<
<
< Mr. Davis:
< Thanks you for your reply. I will call your attorney. Enclosed is the
< guaranty amendment letter.
< (See attached file: 182ltr.doc)
<
< Carol St. Clair
< EB 3892
< 713-853-3989 (Phone)
< 713-646-3393 (Fax)
< carol.st.clair@enron.com
<
<
<
<
< "Davis,
<
< Michael" To: "'Carol St Clair'"
< <Carol.St.Clair@enron.com<
< <MDavis@wpsen cc:
<
< ergy.com< Subject: RE: ISDA Comments
<
<
<
< 07/10/2000
<
< 09:08 AM
<
<
<
<
<
<
<
<
<
< 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
< <
< << File: 182ltr.doc <<