Thanks for the red-line version.  Here are my comments:

? In paragraph 10.1, a triggering event would allow close out netting of all 
transactions under this agreement and any other agreements between the 
parties.  And then in paragraph 10.4, it retiturates this point and expands 
on it by bringing in all amounts owed by all affiliates of both parties.  
This is pretty vague.  Historically, only amounts owed by the defaulting 
party to that of the non-defaulting party and its affiliates have been 
included.  Can we combine the effect of this within a single paragraph.  That 
way, we're not speaking of the same issue within two different sections.
? In paragraph 10.1, cross-default seems a bit vague.  What I was trying to 
say was, "If any indebtedness in excess of $50MM and $100MM, resepctively 
have become or is capable of becoming accelerated" and then expressly define 
indebtedness to include all borrowed monies, accounts payable, and financial 
deriviative transactions.  Without expansion, i believe indebtedness is 
typically meant to include only bank debt.
? If we made them reference Utilicorp United, Inc. as a specified entity, 
then we could tie all terms, conditions, and support back to them 
indirectly.  Could we take a look at amending the contract to accomplish 
this.  It would really strengthen the contract.
? I am surprised they did not tie any guaranty support from Enron Corp. to 
this contract.  They missed this one.
? I am ok with the 2 day LC turn around under a triggering event, although I 
do not like item c - "be unable to pay its debts as they fall due" - I would 
like to strike this line.

thats it.

I am available for a confernce call should they desire to speak on this 
further.

thanks
brant

 -----Original Message-----
From:  Hyvl, Dan  
Sent: Tuesday, May 29, 2001 5:36 PM
To: Reves, Brant
Subject: RE: EnergyOne

 << File: 2001-007ctr.doc >> 




	Brant Reves/ENRON@enronXgate 05/29/2001 05:31 PM 	   To: Dan J 
Hyvl/HOU/ECT@ECT  cc: Sylvia S Pollan/ENRON@enronXgate  Subject: RE: EnergyOne


Do you have a redline version of our initial contract to them?  I never saw 
my comments included in a draft...  

thanks
brant

 -----Original Message-----
From:  Hyvl, Dan  
Sent: Monday, May 21, 2001 9:59 AM
To: Reves, Brant
Cc: Pollan, Sylvia S.
Subject: EnergyOne

Brant,
 EnergyOne has responded to the requested changes.  They agree to the 
revision of the MAC language but threw in a money wrench by adding a warm and 
fuzzy triggering event  if a party refused to provide security within 48 
hours of a reasonable request therefore.  No standard is provided as to the 
reason for the request.    They also deleted the original Collateral 
Threshold language which was in their first draft.  Please respond to these 
matters to me and to Sylvia Pollan. 
----- Forwarded by Dan J Hyvl/HOU/ECT on 05/21/2001 09:47 AM -----



	Dan J Hyvl 05/21/2001 08:59 AM 	   To: Sylvia S Pollan/Enron@EnronXGate  cc:   
Subject: EnergyOne



Attached is a memo of the major items in their comments to our requested 
changes.  Let me know when you are ready to discuss.

 << File: 2001-035memo.doc >>