Attached is the draft incorporating issues as agreed.  You should also be aware of changes I have redlined to sections 4.2, 4.6, and the Material Adverse Change in the Appendix.  These revisions concern credit terms.  As the original draft in its inception was created for  Enerchange Energy, L.L.C. the credit terms differ slightly from those for Nicor Energy, L.L.C. Finally,  I  await a response from Dynegy regarding the guaranty.  

Debra

    

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