Here it is!!  This is the new GTC that we've been working on with Legal and commercial.  It's getting closer to a final product.

FYI.

Lisa

 -----Original Message-----
From: 	Van Hooser, Steve  
Sent:	Friday, September 07, 2001 10:07 AM
To:	Hoang, Charlie; Shivers, Lynn; Brooks, Erica; Hunter, Nicole; Saltiel, Robert; Saltiel, Robert; Crane, Bob; Malcolm, Rodney; Holzer, Eric; Comeaux, Clinton; Epstein, Jay; Hamilton, Daniel; Davis, Del; Mccrory, Ian; Lipsett, Roy; Daniel, John; Battaglia, Tim; Wright, Glenn; Hermans, Greg; O'Donnell, Kevin; McKone, Tim; Curry, Ken; Rajaram, Aparna; Yoho, Lisa; Huson, Margaret; Sweeney, Kevin; Castleman, Kent; Davis, Frank L.; Marshall, David; Hanson, Kristen J.; Moscoso, Michael E.; Wood, Shelly; McElroy, Braden; Glassford, David; Murray, Julia; Del vecchio, Peter; Stoler, Lou; Lindeman, Cheryl; Lyons, Dan; Griffin, Vanessa; Korkmas, Deb; George, Carolyn; 'bhafner@pgfm.com'; Seade, Jerry; Clark, Morris; Munslow, Peter
Subject:	New GTC (General Terms and Conditions) for use with EIM physical transactions

As some of you know, I have been promising that Legal would be rolling out a GTC for use in documenting EIM physical commodity transactions that are not governed by Master Purchase Sale Agreements or longer term Agreements.  Well, its finally ready to roll out, just in time for your light weekend reading!!

Currently the Steel Group confirms short term deals using a 12 page GTC and the Forest Products Group confirms deals using a 1 1/2 page GTC.  The attached unified form GTC represents a compromise between Steel and Forest Product; that is, its length is a miniscule 5 1/2 pages (excluding the Claims Procedure Appendices).  Aside for shrinking the Steel GTC and lengthening the Forest Products GTC, the new EIM GTC addressed parties' contracting rights if a Trade Event involving the imposition of trade duties or import/export restrictions messes up the economics of a Transaction.  As you all know, imports of Steel and Lumber into the U.S. are very sensitive issues that the Commerce Department, President and Congress are currently assessing and will act on within the next 5 months.  Legal has taken feedback and used it to craft a bilateral arrangement that acknowledges the effect of Trade Events.  Please let us know if this bilateral approach works for you.  

The new EIM GTC addresses, in greater detail, how parties must proceed making claims as to defective products (i.e., a Defect Claim).  While I have received helpful suggestions from Del Davis and John Daniel, this area is the one that varies the most widely between Steel and Forest Products (as well as within the various commodities offered by such Groups).  Therefore it is the area that needs the most input and work from logistics, insurance and others that deal with these types of problems.  Keep in mind that any solutions you make should have a bilateral slant to them, as EIM will be both a Buyer and a Seller.  Too hard a position taken either way will come back to haunt us.  But please give me your input in this area--the pertinent sections are 6.1(c) and the 2 Appendices attached at the end.  If we need more specialized Appendices for other Commodities, please provide me details for same.

Legal would like the Documentation Group to make a mass mailing of the new EIM GTC to all current and former customers next week and start using the new GTC late next week, if possible.  I remain available to take your comments, typo fixes, suggested changes, deletions, additions, etc. with the goal of finalizing this document by the end of the day next Tuesday.  Please help me to meet that deadline by reviewing the attached as soon as possible.

Finally, I will be forwarding a Short Form (1 page) Confirmation that Steel and Forest Products will be able to use once the new EIM GTC is implemented.  We'll be able to abbreviate the Confirmation because all the FCPA, Governing Law, Assignment and non-deal terms will already be built into the GTC. 

I LOOK FORWARD TO RECEIVING YOUR COMMENTS TO THE ATTACHED.

Steve Van Hooser
Enron North America Corp.
713-853-7238
713-646-3490 (fax)