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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(See attached file: Dynegy HOldings Parent Guaranty)




 - Dyn to Enron 1.doc 
 - Dynegy HOldings Parent Guaranty