I haven't seen anything else on the template you sent, but meant to make one 
comment when you sent it, Sara [which I promptly forgot to do].  Anyway, we 
might consider whether the provisions under "Regulation M/Tender Offer Event" 
ought to be deleted from any 'sample' confirmation or be in a different 
form.  Those particular provisions were put in, I believe, by Lehman.  I've 
seen other forwards that didn't hit those concepts at all, and some that 
covered them generally under the caption 'disruption event' or captioned 
'extension event'--but I am not sure which type of provision [or none] is 
best for Enron.  If it is best to delete, we should probably do that in any 
sample we adopt.  If other provisions would be better for Enron, we ought to 
utilize those.  What do you each think?  If you do have a thought one way or 
another, please advise [obviously we are trying to come up with the best form 
which is in Enron's interest but acceptable to the counter party].  Thanks.

 



	Sara Shackleton@ECT
	12/05/2000 05:41 PM
		 
		 To: rbaird@velaw.com
		 cc: Jim Armogida/Corp/Enron@ENRON, Clint Freeland/Corp/Enron@Enron, Ryan 
Siurek/Corp/Enron@ENRON
		 Subject: Enron Corp. "forward template"

Bob:

Attached is a draft "forward template" for circulation by Enron Corp. to 
potential counterparties.  I based the template on the Lehman Bros. forward 
transaction (which I will fax to you separately).  Per our discussion, please 
take a look at the template from Enron's viewpoint and suggest improvements, 
comments, etc.  Enron Corp. has a potential counterparty in the wings and I 
would like to send out the template tomorrowl

Please call me with your questions.  As always, thanks for your help.  Sara