Please see below,  re MAC for Aquila

Thanks!



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

----- Forwarded by Debra Perlingiere/HOU/ECT on 02/21/2001 11:02 AM -----

	"Dirks, Kathleen" <KDirks@utilicorp.com>
	02/21/2001 09:55 AM
		 
		 To: "'dperlin@enron.com'" <dperlin@enron.com>
		 cc: 
		 Subject: HPL & Aquila Master Firm Purchase/Sale Agreement


Debra,

I thought I would touch base with you on the status of the Material Adverse
Change language for the above agreement.  I did speak with Marie Heard
yesterday and she indicated she would contact you concerning this language.
Marie advised that even though this language was approved for the Bandwidth
agreement, it would not necessarily be approved for this gas agreement.

This particular language needed special approval from our CFO as it differs
from our "approved" language.  In light of that, I am sending you our
standard language in case the "bandwidth" version is not acceptable to
Enron's gas Credit people.

We are very anxious to finalize this agreement, so please let me know if
there is anything I can do from our side to expedite this.  I really
appreciate all of your assistance!

      <<Material Adverse Change.doc>>

Kathleen Dirks
Contract Administrator
Aquila Energy Marketing Corporation
1100 Walnut Street, MS 29-2918
Kansas City, MO  64119
Phone: 816-527-1560
Fax: 816-527-4560


 - Material Adverse Change.doc