Paul, 

Mark T. asked me to have a look at the GTC's you prepared for Credit 
Derivatives in the USA. I think you did a great job on the GTC's and have 
just a few  suggestions/comments/questions: 

1. Would it not be easier for the Counterparty to understand the document if 
the Definitions were in Section 1? Failing that, it would be helpful to 
indicate upfront that there is a glossary of Defined Terms at the end of the 
document.   

2. I agree with Mark that we would expect for a signed Confirmation to 
control over the GTC's (and/or ETA). Section 1 is inconsistent with this idea.

3. Section 2(d)(iii): I wonder why we are making the Trade Option rep. here. 
I would not have thought that a Credit Option could be considered a 
"commodity derivative". Put another way - does Sullivan and Cromwell really 
think that the CFTC has jurisdiction over credit products? I would have 
thought credit products are more similar to an OTC equity derivative. I 
wonder if they have considered any potential SEC issues.

4. Section 2 - under the BOLDED WARNINGS, (C) regarding "... Enron ceasing to 
provide quotations".  This seems inconsistent with  the opening paragraph 
which says that  this website should not be construed as an offer by Enron to 
buy or sell. If that is the case, why is Enron providing quotations? Seems to 
me that if one is offering a quotation, one is offering the price at which 
one will buy or sell. 

Also, I would recommend to clarify the last sentence in (C)  by adding at the 
end of "credit products", both times it appears, the words "with Enron". 
There is nothing to stop the Counterparty from entering into new credit 
products with third parties but the current wording could be taken to imply 
this. 

5. Section 4 "Events of Default": In the 8th Line, after the word "Party", I 
would insert "to comply with". 

6. Remedies: Was it a conscious decision to give the Defaulting Party Five 
Business Days to pay the amount it owes but give Non-Defaulting party Ten 
Business Days?   

7. Termination: In clause (c), it should refer to the Scheduled Termination 
Date.

8. Section 11 (C): I would suggest to insert at the end thereof to add 
something along the lines of, "as soon as such party becomes aware of any 
inaccuracy or misrepresentation."

9. Section 11 (D): Please check with ENA Tax - I believe we are using new tax 
forms which have replaced the W-8 and 1001. 

10. Section 13  "General Definitions": 

"Buyer Payment Date" I would recommend that the Buyer Payment Dates be 
specified in the actual trade confirmation. This is something I can foresee 
the traders changing for every transaction.

"Effective Date" : Do you mean 60 Business or Calendar Days? 

"Interest Rate": In a USD Denominated Agreement where ENA is a CP - I would 
have thought we would use an interest rate quoted by a US bank - rather than 
Barclays.  

Schedule

Governing Law & Jurisdiction: Just to echo what Mark Taylor pointed out - 
normally we are required to use Arbitration rather than Ct. jurisdiction in 
ENA Master Agreements. Haedicke feels very strongly about this. I can send 
the language if you need it.

Exclusion of Third Party Rights: There is a stray quotation mark at the end 
of this paragraph.  

I hope this is helpful - please feel free to call.

Shari
__________________________________________________

   
	
	
	From:  Mark Taylor                           02/08/2000 06:07 PM
	
	

To: Shari Stack/HOU/ECT@ECT
cc:  
Subject: EnronOnline - Credit Derivatives Documentation

I haven't had a chance to look at this yet but here it is.
---------------------- Forwarded by Mark Taylor/HOU/ECT on 02/08/2000 06:06 
PM ---------------------------


Paul Simons
01/27/2000 12:31 PM
To: Mark Taylor/HOU/ECT@ECT
cc: Omer Muftuler/LON/ECT@ECT 
Subject: EnronOnline - Documentation

Mark

As per my voice-mail, here is a raft of GTCs including the US version.  The 
US version take on board S &C's comments, but obviously you will need to sign 
off on the US GTCs before we go live.  Grateful for any final comments asap 
as we are aiming to finalise them on Monday.

Many thanks and sorry its not much of a birthday gift (I'll make it up to 
you)!

Regards

Paul
---------------------- Forwarded by Paul Simons/LON/ECT on 27/01/2000 18:25 
---------------------------
   
	Enron Capital & Trade Resources Corp.
	
	From:  "Brown, Gavin" <Gavin.Brown@SlaughterandMay.com>                       
    25/01/2000 23:23
	

To: Paul Simons/LON/ECT@ECT
cc: "WARNA-KULA-SURIYA, Sanjev" <Sanjevwks@SlaughterandMay.com>, "RANDELL, 
Charles" <Charles.RANDELL@SlaughterandMay.com>, "Petch, Tolek" 
<Tolek.Petch@SlaughterandMay.com> 

Subject: EnronOnline - Documentation




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____________________________________________________________________________
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Dear Paul,
I attach the Swedish, Swiss, US and UK GTCs.
Kind regards,
Gavin Brown




 - CA003672719_7.doc
 - CA003672720_7.doc
 - CA003672721_7.doc
 - CA003672492_14.doc