Tracy, how is this:

Regarding the "Transfer" language for Allegheny (Party B), we have the 
following proposal:

"Party B may transfer its rights and obligations under this Agreement, in 
whole but not in part, to any Affiliate provided that (1) such transfer will 
not give rise to a Termination Event or an Event of Default, and (2) (i) the 
creditworthiness of the Affiliate is not materially weaker than that of Party 
B immediately prior to such transfer, unless Party B provides a satisfactory 
guaranty or credit support to the Affiliate, or (ii) the proposed Affiliate 
satisfies the criteria that Party A applies in deciding whether to offer or 
make an extension of credit or to enter into transactions similar to the 
Transactions subject to the proposed transfer."



Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com



	"Yaish, Yair (OGC)" <YYaish@exchange.ml.com>
	04/13/2001 08:42 AM
		 
		 To: "'Sara.Shackleton@enron.com'" <Sara.Shackleton@enron.com>
		 cc: 
		 Subject: RE: ISDA Schedule/Paragraph 13


I hope to leave by 3:30 Eastern Time.  Thanks for getting back to me so 
quickly.  Though, I'm surprised u guys are open for business today.

-----Original Message-----
From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
Sent: Friday, April 13, 2001 9:41 AM
To: YYaish@exchange.ml.com
Subject: RE: ISDA Schedule/Paragraph 13



Yair:

I've left a message with Tracy Ngo (in Portland) and will let you know as
soon as I hear from her.  How long will you be in the office today?

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com



                    "Yaish, Yair
                    (OGC)"                To:     
"'Sara.Shackleton@enron.com'" <Sara.Shackleton@enron.com>
                    <YYaish@exchan        cc:
                    ge.ml.com>            Subject:     RE: ISDA 
Schedule/Paragraph 13

                    04/13/2001
                    08:28 AM






Sara, Allegheny would like to be able to assign to affilaites in the same
manner that we are allowing Enron to make an ssignment so long as the Gty
goes along.  In our case, however, there is no gty, hence the stipualtion
that such assignment must be to an entity with an equal or better credit
rating.  If you wish, I can limit such assignment to an entity rated at
least BBB+ or better.  Would that resolve your concerns?

-----Original Message-----
From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
Sent: Thursday, April 12, 2001 12:26 PM
To: YYaish@exchange.ml.com
Subject: RE: ISDA Schedule/Paragraph 13



Yair:

It's a good thing you didn't try to get back to me!  Sorrry.

(See attached file: AlleghenyCPformacceptR1.DOC)

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com



                    "Yaish, Yair
                    (OGC)"                To:
"'Sara.Shackleton@enron.com'" <Sara.Shackleton@enron.com>
                    <YYaish@exchan        cc:
                    ge.ml.com>            Subject:     RE: ISDA
Schedule/Paragraph 13

                    04/12/2001
                    10:16 AM






Sara, sorry i didn't get back to you yesterday, I was out sick.  I didn't
notice anything attached, did u send a subsequent e-mail?

-----Original Message-----
From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
Sent: Wednesday, April 11, 2001 4:01 PM
To: YYaish@exchange.ml.com
Cc: Tracy.Ngo@enron.com
Subject: RE: ISDA Schedule/Paragraph 13
Importance: High



Yair:

Attached is my redline.  Call me so that we can discuss the remaining
issues, including:

(1)  Calculation Agent.  We believe that the existing dispute mechanism is
adequate.

(2)  Procedures for Entering into Transactions.  There is no procedure for
dual confirms.  This is too confusing.

(3)  Transfer.  We cannot agree to your assignment provision as it is too
subjective.

The other changes were not substantive.


Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com



                    "Yaish, Yair
                    (OGC)"                To:
"'Sara.Shackleton@enron.com'" <Sara.Shackleton@enron.com>
                    <YYaish@exchan        cc:
                    ge.ml.com>            Subject:     RE: ISDA
Schedule/Paragraph 13

                    04/10/2001
                    07:46 AM






Sara, any thoughts on my comments ISDA I sent out last week?


-----Original Message-----
From: Yaish, Yair (OGC)
Sent: Thursday, April 05, 2001 6:19 PM
To: 'Sara.Shackleton@enron.com'
Subject: RE: ISDA Schedule/Paragraph 13


Sara, I have good news, I think we are very close to executing this baby.

I am attahcing comments to the ISDA.  They reflect comments by our outside
cousel which highlight the differences between this contract and the side
letter/ML ISDA.  They are not much.  I have also made some changes directly
on their draft where I either concurred with Enron or needed to make some
of my own changes.  Pls review and let me know what you think.

I will be leaving the office soon, so if we can wrap it up tomorrow that
would be great (I'm out Monday for Passover).


Yair Yaish
Director and Senior Counsel
Allegheny Energy Global Markets, LLC
212-236-7346



-----Original Message-----
From: Sara.Shackleton@enron.com [mailto:Sara.Shackleton@enron.com]
Sent: Friday, March 30, 2001 4:10 PM
To: yyaish@exchange.ml.com
Subject: ISDA Schedule/Paragraph 13


Yair:

Attached is a blacklined (against the Enron North America Corp. draft of
3/15/01) Schedule and Paragraph 13 to the ISDA Credit Support Annex.  I
have tried to incorporate the essence of the March 19, 2001 "swap side
letter agreement."  Please call me to discuss as it would be nice to
finalize by April 6.  Thanks.

(See attached file: 098a Blackline ctr (Allegheny Energy Supply).doc)


Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com