Re: Entergy/Utilicorp. ISDA Master Agreement

I am faxing you both the Master Firm Purchase/Sale Agreement executed between
Enron Gas Marketing (merged now into ECT) and Aquila Energy Marketing
Corporation (merged now into Utilicorp.) with respect to Utilicorp. "signing"
the agreement in lieu of giving a guaranty. Actually what Utilicorp. did in
this agreement is sign as a co-obligor under the agreement (see Section 16.12
of the agreement). They signed accepting joint and several liability with
respect to the obligations. If we can get them to agree to the same
language in your master agreement that would effectively be as good or better
than getting a guaranty. Anything less (like just sticking their "name" on
the signature line) may not get us much or be worthless.

All this, of course, is subject to any differences between US and UK law or
issues under UK law which I will leave in Edmund's capable hands.

Let me know if I can be of further service...