As long as our omission by way of (for example) not having high enough 
security is not enough to impact the liability clause, then I guess I am OK 
with this - but I'd be happier if it did not include "omission"

i.e. If we are stupid and hurt ourselves, then shame on us, but if we simply 
do not take some action and thereby fail to prevent the Counterparty from 
inflicting damage on us, then that is something different.

Thoughts?

Dave




   Carol St Clair @ ECT                05/12/2000 02:41 PM

To: David Forster/Corp/Enron@ENRON
cc: Mark Taylor/HOU/ECT@ECT 

Subject: Re: GPU Energy Amendment Letter  

Dave:
1. Are you referring to the paragraph where I have a blank?  If so, this is 
part of Leslie Hansen's issue which she and Mark have discussed and I wasn't 
sure when I drafted this who our counterparty would be.

2. With respect to Paragraph 4, all we are doing is saying that their 
indemnity to us does not  cover losses that we incur as a result of our own 
acts.  This is a crave out that we have given in the past to those that I 
have requested it and it seems to us a fair compromise given the one-sided 
nature of the indemnity language.

Carol



	David Forster@ENRON
	05/12/2000 01:26 PM
		
		 To: Carol St Clair/HOU/ECT@ECT
		 cc: 
		 Subject: Re: GPU Energy Amendment Letter

Couple of questions:

- What is the intention of the first paragraph?
- So, does Paragraph 4 roughly translate to: "Counterparty is allowed to 
whack us if we don't have high enough security"?


Dave




   Carol St Clair @ ECT                05/11/2000 03:18 PM

To: David Forster/Corp/Enron@Enron
cc: Leslie Hansen/HOU/ECT@ECT, Tana Jones/HOU/ECT@ECT, Mark 
Taylor/HOU/ECT@ECT 

Subject: GPU Energy Amendment Letter

David:
Enclosed is a draft of the GPU Energy ETA amendment letter.  Leslie Hansen is 
working with them on the "affiliate" issue so there may be more to add to 
it.  Please let me know if you are okay with these amendments.
carol