Debra Perlingiere
Enron North America Corp.
Legal Department
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax  713-646-3490

----- Forwarded by Debra Perlingiere/HOU/ECT on 02/15/2001 05:17 PM -----

	"Dirks, Kathleen" <KDirks@utilicorp.com>
	02/15/2001 01:14 PM
		 
		 To: "'Debra.Perlingiere@enron.com'" <Debra.Perlingiere@enron.com>
		 cc: 
		 Subject: RE: Response to HPL's requested changes


Debra,

I am sorry for the long delay in responding.  In regard to the HPL
agreement, we'd like to submit a few requested changes for your
consideration, as follows:

1. Article 1.  Term.  We'd like to amend the initial term from one year to
one month.

2. Section 3.2 Subsections(i)& (ii).  Seller's Failure to Schedule.  In the
seventh line immediately after the word "the", delete the words "Replacement
Price Differential, plus (ii) liquidated damages equal to $0.15" and replace
with the words "Gas Daily Price".  In line nine immediately after the word
"Quantity", delete the words "to cover Buyer's administrative and
operational costs" so these 2 subsections now read as follows: (i)an amount
equal to the product of the Seller's Deficiency Quantity multiplied by the
Gas Daily Price multiplied by Seller's Deficiency Quantity".

3. Section 3.4 Subsections (i) & (ii).  Buyer's Failure To Deliver.  In the
twelfth line delete the words "Replacement Price Differential, plus (ii)
liquidated damages equal to $0.15" and replace with the words "Gas Daily
Price".  In line thirteen immediately after the word "Quantity" delete the
words "to cover Seller's administrative and operational costs" so these 2
subsections now read as follows: (i) an amount equal to the product of
Buyer's Deficiency Quantity multiplied by the Gas Daily Price multiplied by
Buyer's Deficiency Quantity."

4. Section 4.1 Early Termination. Subsection (i).   We'd like to reduce the
number of days in which notice can be given of the termination of the
transaction(s) upon a Triggering Event from 60 Days to 10 Business Days.  In
line six immediately after the word "which" delete the words "any or".  In
line seven immediately after the word "Transactions" delete the words
"selected by It and" and replace with the word "under", so this subsection
now reads as follows: "(i) upon two Business Days written notice to the
first Party, which notice shall be given no later than 10 Business Days
after the discovery of the occurrence of the Triggering Event, establish a
date on which all Transactions under this Agreement in respect thereof will
terminate..."

5. Section 4.2 Triggering Event. Subsection (i) We'd like to limit the cure
period during which an Affected Party is able to remedy a payment failure
from five (5) Business Days to two (2) Business Days.

6. Section 8.2 Transfer.  In line five immediately after the word "may"
delete the words "without the" and replace with the words "with written".

7. Appendix 1.  Definitions  "Material Adverse Change" definition.  Delete
subsection (ii) in its entirety and replace with the following definition,
"(ii) with respect to Customer, its Guarantor's Credit Rating is below
"BBB-" by S&P or its Guarantor fails to have a Credit Rating from S&P.  If
there is no Credit Rating for Customer's Guarantor, then Material Adverse
Change with respect to Customer means: its Guarantor shall have any of the
following occur at any time: (a) its Net Worth falls below U.S.
$200,000,000, or (b) its Funded Debt to Net Worth at any time exceeds forty
percent (40%).  (This language was recently approved by both parties and is
included in the Bandwidth Master Agreement between Enron Broadband Services,
L.P. and Aquila Broadband Services, Inc.)

Please call me (816-527-1560, or e-mail me upon your review of the above
requested changes.  If possible, we'd like to get this agreement executed
within the next couple of weeks.

Thanks so much!

-----Original Message-----
From: Debra.Perlingiere@enron.com [mailto:Debra.Perlingiere@enron.com]
Sent: Thursday, November 02, 2000 2:53 PM
To: KDirks@utilicorp.com
Subject: Re: Response to HPL's requested changes



Kathleen,

Further to our conversation, attached are drafts for Master Firm
Purchase/Sale Agreements for HPL and ENA.  As previously noted, our credit
department has been in discussions with Jennifer West and Aquila's credit
department regarding these agreements.  It is my understanding Aquila
requested the attached drafts.

Having said that, I will review your responses to my comments for the HPL
agreement.  I  have suggested  we amend the current Master Agreement (1993)
between ENA and Aquila.

Finally, while there are existing guaranties currently in place between
Enron and Aquila, they are only referenced in the attached  and not
included.

I  look forward to working with you in finalizing  these agreements.
Please let me have your thoughts regarding these issues.

                    (See attached file: Aquila Energy(ENA).doc)(See
attached file: Aquila Energy(HPL).doc)
Best regards,
Debra Perlingiere
Enron North America Corp.
Legal Department
1400 Smith Street, EB 3885
Houston, Texas 77002
dperlin@enron.com
Phone 713-853-7658
Fax  713-646-3490