See redlined added language which allows reasonable time to manage the closeout process--tracks general ISDA mechanism.  The attached forms have the added language.


(b) Upon the occurrence and during the continuance of a Default in respect of any Defaulting Party, Non-defaulting Group may give notice to Defaulting Group specifying the relevant Default, declaring Defaulting Group in default of all Underlying Master Agreements and all Transactions thereunder, and designating a date not earlier than the date such notice is effective, but not later than 20 days after such notice is effective, upon which date each Non-defaulting Party shall (i) accelerate, terminate, and liquidate, or otherwise close-out all Transactions under its Underlying Master Agreements as of such designated date or as soon as reasonably practicable following such designated date; (ii) exercise rights of setoff, netting, and/or recoupment in accordance with the terms of its Underlying Master Agreements; (iii) retain any Collateral; (iv) with respect to each Defaulting Party, withhold payment and performance of each Non-defaulting Party's Obligations to each Defaulting Party to pay, secure, setoff against, net, and/or recoup such Defaulting Party's Obligations to such Non-defaulting Party; (v) convert any Obligation from one currency into another currency as set forth in Section 5; and (vi) take any other action permitted by law or in equity or by its Underlying Master Agreements or any Transactions thereunder necessary or appropriate to protect, preserve, or enforce its rights or to reduce any risk of loss or delay.  This Section 2(b) shall be referred to herein as the "Underlying Master Agreements Close-Out."

  

Cordially,
Mary Cook
Enron North America Corp.
1400 Smith, 38th Floor, Legal
Houston, Texas 77002-7361
(713) 345-7732
(713) 646-3393 (fax)
mary.cook@enron.com