Following is a brief description of the EnronOnline contractual framework and copies of the proposed ETA and PA, which have been revised from the initial EnronOnline versions to reflect experience of the last two years.  Hopefully this will assist the meeting on Monday morning.

Contracts Structure

There are three key documents that create the contractual environment for NetcoOnline: the 'Password Application' (PA), the 'Electronic Trading Agreement' (ETA) and the commodity contracts in the form of 'General Terms and Conditions' (GTCs) (or, alternatively, a Master Agreement). The PA is the only document which needs a written signature from the customer. The other documents are accepted online.


PassWord Application (PA)

The PA is a one-page document and is the only document that has to be physically signed by the counterparty (as opposed to any of the other documents, which are accepted online by clicking acceptance). The PA is the document by which the customer agrees to be bound by the terms of the ETA and the GTCs.  

The PA, signed by an authorized person in the counterparty company, and approved by Netco, allows the customer to obtain a Master User ID. The Master User will be able to set up all traders and administrative users within his/her company and administer their access to various products in NetcoOnline. 

We will send copies of the PA to likely customers of NetCoOnline before we launch the site. The document will also be available to be printed from the website after we launch. Customers will specify their Initial Password in the PA and must change it in the first log-in session. Upon receipt of signed PA, Netco will under normal circumstances enable the Master User Passwords within 24 hours for pre-approved customers. For counterparties with whom we are not familiar, more time is needed to run credit, legal, contracts, regulatory and tax check.


Electronic Trading Agreement (ETA)

The ETA binds counterparties to completed transactions through NetcoOnline. When the counterparty accesses NetcoOnline for the first time, he/she will be prompted to read and accept the ETA in order to proceed. The ETA states that all trades done via NetcoOnline will be governed by the General Terms and Conditions (GTCs) posted online for a particular product, unless there is a Master or any other Agreement between Netco and the counterparty in place.


General Terms and Conditions (GTC)

To be sent when the Buyer is known.
When a customer offers to transact in a Product type for the first time, he/she will be presented with the relevant GTC. The GTC's are similar to a streamlined Master Agreement, in that they provide the general contractual framework for multiple transactions in a given commodity. GTC's identify termination rights, provisions for security (as appropriate), operational conventions (nominations, etc.), payment periods, tax treatments, force majeure, penalties for non-performance, etc. 

Customers must accept the terms of the relevant GTC online in order to proceed with a transaction, unless the company has a Master Agreement in place with Netco. Only one acceptance of GTC per Product Type per company is required. If there is a valid Master Agreement, then the system will not display the GTC, and the Master Agreement will apply.


Password Application:  

 
Electronic Trading Agreement:

 

 -----Original Message-----
From: 	"Stuckey, Richard A [FI]" <richard.a.stuckey@ssmb.com>@ENRON  
Sent:	Friday, January 04, 2002 4:34 PM
To:	Kimmel, Debra [FI]; Flood, Scott L [GCO]; Casaudoumecq, John [FI]; Kitchen, Louise; Costa, Randall [GCO]
Subject:	RE: PA and ETA topics

To be clear, that is 10:30am New York time

>  -----Original Message-----
> From: 	Kimmel, Debra [FI]
> Sent:	Friday, January 04, 2002 5:21 PM
> To:	Flood, Scott L [GCO]; Stuckey, Richard A [FI]; Casaudoumecq, John
> [FI]; 'Kitchen, Louise'; Costa, Randall [GCO]
> Subject:	PA and ETA topics
>
>
> A conference call has been scheduled for Monday, January 7th for 10:30am
> to discuss the PA and ETA topics with Enron.
> Below is the information for the conference call:
>
> Toll Free Number:	888-780-9655
> Passcode:		ETA
> Leader:			Richard Stuckey
> Confirm:		656118
>
>
> Any questions, contact Debra Kimmel at 212-723-9472
>
> Thanks,
> Debra