Herewith the 'with collateral' version.

Thanks, Edmund.







Janine Juggins
02/17/2000 08:18 AM
To: Edmund Cooper/LON/ECT@ECT
cc: Paul Simons/LON/ECT@ECT 

Subject: Re: EnronOnline - GTCs

Edmund can you expedite getting the changes to the ENA GTC so the US can sign 
off, given our short timescale.
Regards
Janine
---------------------- Forwarded by Janine Juggins/LON/ECT on 17/02/2000 
08:17 ---------------------------
From: Stephen H Douglas on 16/02/2000 17:10 CST
To: Janine Juggins/LON/ECT@ECT
cc:  

Subject: Re: EnronOnline - GTCs  

I'd like to review the completely re-revised form of GTC before trading to 
insure all comments are incorporated.  Also, Mark Taylor would like to see 
the revised setoff language about which we have spoken - I'll forward it to 
him once I get the final re-revised document.



Janine Juggins
02/16/2000 05:46 AM
To: Edmund Cooper/LON/ECT@ECT
cc: Paul Simons/LON/ECT@ECT, Stephen H Douglas/HOU/ECT@ECT 
Subject: Re: EnronOnline - GTCs  

When we send the language on the set off, please also advise the following:

ENA GTC
1. Clause 12B - Enron payee representation second paragraph - "(unless the 
Counterparty Branch Jurisdiction is the United States)"
2. Definition of Counterparty Branch Treaty - "means the income tax treaty 
between the United States and the Counterparty Branch Jurisdiction..."

I had no comments on the UK GTC.

Steve - any further comments ?

Regards
Janine



Edmund Cooper
16/02/2000 09:41
To: Janine Juggins/LON/ECT@ECT
cc: Paul Simons/LON/ECT@ECT 

Subject: EnronOnline - GTCs

FYI - Comments on Gavin's points?

(N.B. I haven't sent him the additional wording to go in the set-off clause 
yet)
---------------------- Forwarded by Edmund Cooper/LON/ECT on 02/16/2000 09:41 
AM ---------------------------
   
	Enron Capital & Trade Resources Corp.
	
	From:  "Brown, Gavin" <Gavin.Brown@SlaughterandMay.com>                       
    02/16/2000 01:08 AM
	

To: "Paul Simons (E-mail)" <paul.simons@enron.com>, "Edmund Cooper (E-mail)" 
<Edmund.Cooper@enron.com>
cc: "RANDELL, Charles" <Charles.RANDELL@SlaughterandMay.com>, 
"WARNA-KULA-SURIYA, Sanjev" <Sanjevwks@SlaughterandMay.com>, "Petch, Tolek" 
<Tolek.Petch@SlaughterandMay.com> 

Subject: EnronOnline - GTCs



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____________________________________________________________________________
__________
Dear Paul and Edmund,

Thank you Edmund for sending me the proposed amendments for the GTCs,
including those amendments agreed by your tax departments in London and the
US.  The mark up was very helpful and, as requested,  I now attach revised
copies of the UK and US GTCs showing those amendments.  The amendments shown
in the UK GTC have been made in the other GTCs except for Canada where the
amendments follow the US GTC amendments.

I have tinkered slightly with your proposed wording on Section 9 which deals
with consent for assignments where an assignment would lead to a withholding
or deduction. I have deleted the reference to a grossing-up or withholding
in respect of the payment falling on "the next succeeding Payment Date".
This could theoretically be a Seller Payment although at the time of the
assignment it would not be known whether the Seller Payment would fall due
before the next Buyer Payment.  Given that the wording is "for the avoidance
of doubt" only, I think it is acceptable to state the position in more
general terms.

I wonder whether or not there should also be a specific reference to
withholding consent where rights are assigned to an entity which is outside
the jurisdictions where we have taken a legal advice on the product.  The
wording could, for example, refer to a requirement for a legal opinion to be
given in respect of a proposed transferee to satisfy the non-transferring
party that the transferee would be bound by the terms of the GTC.  However,
you may wish to rely on the more general protection  that to withhold
consent in these circumstances would be reasonable and it is therefore
covered by the existing wording.

It is also arguable that it would be reasonable to withhold consent in
circumstances where there is an assignment to a particular assignee and a
withholding or deduction is likely to occur as a result of that assignment
and that the additional "for avoidance of doubt" wording is also
unnecessary. One point which has occurred to us is that the final sentence
of Section 9 which permits transfers by Enron for financing purposes is not
qualified by the need to obtain consent to an assignment.  This is clearly
in Enron's favour but the additional "for avoidance of doubt" wording may in
fact highlight the final sentence of Section 9 to the counterparty and, on
that basis, it may be  better to leave out the "for avoidance of doubt"
wording altogether.  Perhaps we could like to discuss this point further in
the morning.

There seems little point at this stage circulating the GTCs for the other
jurisdictions as further changes may be required depending on the responses
from the foreign lawyers.  Subject to those responses, my understanding is
that the GTCs are now in their final form.  If there are any additional
comments to come form your tax or commercial teams, it would be  helpful if
these could be sent over before close of play today so that we can produce a
final round of drafts with all comments included. Of course, if you have any
comments on the attached, please let me know.

Kind regards,
Gavin









 - CA003676664_1.doc
 - CA003676663_1.doc