Re: Allegheny/Enron side letter re: ISDA Agreement

Lauren:

(1) Par. 3(xiii) second and fourth lines: the word "Guaranty" should be
replaced by the word "guaranty" and the words "the Guaranty" should be
replaced with "that guaranty", respectively.

(2) Exhibit B Guaranty, first and final paragraphs: change the date to
"March 19, 2001"

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

TeiglandL@sullcrom.com
03/19/2001 01:21 PM

To: Sshackl@enron.com
cc:
Subject: Allegheny/Enron side letter re: ISDA Agreement

Sara, attached is a blackline which shows some minor changes we have made to
the above to fix some nits/clarify exhibit references. Let me know if you
have any questions or comments.

<<Allegheny ENRON ISDA SIDE LETTER(v4).DOC<<

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- Allegheny ENRON ISDA SIDE LETTER(v4).DOC