Patrice,
Please see the below comments from my attorney.  Let me know if we can work
with this.
Thanks

I suggest revising that sentence as follows to avoid any potential conflict
within the terms of the Guaranty itself and to accommodate Enron's
reasonable request for a specific number of days:

     " . . . and shall be deemed sufficient notice that, subject to
Paragraph 9 of this Guaranty, Guarantor agrees to pay the Obligations
within 7 business days after receiving the Payment Demand."


Rob Smith
Retail/Alliance Credit Manager
1000 Louisiana Street Suite 5800
Houston, TX 77002
Phone 713.767.6090
Fax 713.767.8772




                    Patrice.L.Mims
                    @enron.com            To:     IMCEANOTES-Rob+2ESmith+40dynegy+2Ecom+40ENRON@enron.com
                                          cc:
                    09/25/01 08:44        Subject:     RE: Enron's Proposed Modifications for Parental Guarantee
                    AM






Hey Rob,

We have one more comment for you to consider:

We must have a definitive number of days in case, "Enron makes a demand on
this guaranty".  We cannot leave the contract silent on that issue.  How
about making it 7 days instead of 5 days.  Our lawyers say that we must
have a definitive number of days.

Your turn!

    -----Original Message-----
   From:   Rob.Smith@dynegy.com@ENRON

[mailto:IMCEANOTES-Rob+2ESmith+40dynegy+2Ecom+40ENRON@ENRON.com]


   Sent:   Monday, September 24, 2001 1:56 PM
   To:     Mims, Patrice L.
   Subject:  Re: Enron's Proposed Modifications for Parental Guarantee

   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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    - Dyn to Enron 1.doc << File: Dyn to Enron 1.doc >>
    - Dynegy HOldings Parent Guaranty << File: Dynegy HOldings Parent
   Guaranty >>