Attached are my comments to the ISDA.

Feel free to call me as soon as possible.  Thanks much!!

Yair Yaish
Merrill Lynch (OGC)
212-449-2456
yyaish@exchange.ml.com

> -----Original Message-----
> From: TeiglandL@sullcrom.com [SMTP:TeiglandL@sullcrom.com]
> Sent: Friday, March 16, 2001 12:57 AM
> To: Janice.R.Moore@enron.com; Sara.Shackleton@enron.com
> Cc: lpeddic@alleghenyenergy.com; YYaish@exchange.ml.com; 
GilbergD@sullcrom.com; Ormec@sullcrom.com
> Subject: Re-revised Allegheny Side Letter for ISDA
>
> Sara/Janice, thanks for your comments.  I have reflected them in the 
attached draft, marked to show your changes.  The governing law provision is 
a formulation that we have used at S&C to accomplish the purpose of giving 
effect to NY-GOL 5-1401 and should achieve the purpose of the language you 
added to the power master amendment; I was planning to conform the latter to 
the language used here unless you have an objection.
>
> Allegheny has not yet reviewed this draft so it remains subject to their 
comment.  I also need Yair to confirm that he is happy with the new Part 6 - 
Commodity Definitions section (Yair, this is attached as Exhibit "C" to the 
attached document).
>
> Let me know if you have any further questions or comments.  Thanks!
>
>
>
>
>
>
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>  << File: Allegheny  ENRON ISDA SIDE LETTER(vRED).DOC >>