Harlan E. Murphy
Enron Wholesale Services - Legal
1400 Smith Street, EB 3811
Houston, Texas 77002
Tel: 713.345.2679
Fax: 713.646.3490
E-mail: Harlan.Murphy@Enron.com

 -----Original Message-----
From: 	Ernie.Kohnke@dynegy.com@ENRON  
Sent:	Friday, November 09, 2001 3:07 PM
To:	Murphy, Harlan
Cc:	John.C.Herbert@dynegy.com
Subject:	Revised Agreements
Importance:	High

Har,

As requested, I have attached the agreements in redline and in final.  I am
turning my attention to the Guaranty Agreements.

Not to beat a dead horse, and as John also mentioned, we will not accept
changes to this Master Agreement that alter the terms and conditions of the
Underlying Master Agreements.  At a later date, we will be happy to
negotiate in good faith concerning whether it would be mutually agreeable
to amend those Underlying Master Agreements.  This Master Setoff Agreement
is simply not the vehicle in which to accomplish that goal.

Regarding any concerns that this Master Agreement may not be enforceable in
Europe (or because it covers various Underlying Master Agreements for deals
in Europe), please note that Section 13 provides severability language that
should operate to carve out the European agreements that might otherwise
create enforceability problems.  Therefore, our approach has been to
include them since your colleagues have acknowledged that they do not know
whether there would be enforceability problems in Europe.

I look forward to discussing this final document with you at your earliest
convenience.  I will be seeking signatures from Pryor at 3:30.

Thanks.

Ernie

(See attached file: Enron Mstr Net 11-9 Redline.doc)(See attached file:
Enron Mstr Net 11-9 Final.doc)
 - Enron Mstr Net 11-9 Redline.doc 
 - Enron Mstr Net 11-9 Final.doc