INSERT DETAILS To Guarantor: Enron
Corp.
1400 Smith Street
Houston, Texas 77002
Attn.: Vice President, Finance
and
Treasurer
Fax No.: (713) 646-3422
A copy of any notice sent to Guarantor
pursuant hereto must also be sent to the above address to:
Enron North America Corp., (i)
Attention: Corporate Secretary, Fax No. (713) 853-2534, and (ii)
Attention: Assistant General Counsel,
Trading Group, Fax No. (713) 646-4818.
Notice given by personal delivery or
mail shall be effective upon actual receipt. Notice
given by telegram or telecopier shall be
effective upon actual receipt if received during the
recipient's normal business hours, or at
the beginning of the recipient's next business day after
receipt if not received during the
recipient's normal business hours. All Notices by telegram or
telecopier shall be confirmed promptly
after transmission in writing by certified mail or personal
delivery. Any party may change any
address to which Notice is to be given to it by giving notice
as provided above of such change of
address.
8. MISCELLANEOUS. This Guarantee shall
in all respects be governed by, and
construed in accordance with, the laws
of England, and Guarantor and Counterparty agree to
submit to the exclusive jurisdiction of
the courts of England, in respect of any matter arising
under this Guarantee and waive any claim
that any proceedings brought in such courts in respect
of any matter arising under this
Guarantee have been brought in an inconvenient forum.
General Representations and Covenants. Each of Enron and
Counterparty represents, warrants to, and agrees with, the other (which
representation shall be deemed repeated each time a Transaction is executed)
that (a) Status and Capacity: (i) it is duly organised and
validly existing under the laws of the jurisdiction of its organisation or
incorporation and, if relevant under such laws, in good standing; and (ii) it
has all requisite corporate or governmental or other power and capacity to
execute and perform its obligations under each Transaction; (b)
Authority: (i) the execution of each Transaction and the
performance of its obligations under each Transaction has been duly authorised
by all necessary corporate, governmental or other organisational action on its
part; and (ii) each Transaction is its legally valid and binding obligation,
enforceable against it in accordance with its terms (subject to applicable
bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting
creditors rights generally and subject, as to enforceability, to equitable
principles of general application (regardless of whether an enforcement is
sought in a proceeding in equity or at law));(c) Eligible Contract
Participant: (i) it constitutes an "eligible contract participant"
as such term is defined in Section 1(a)(12) of the United States Commodity
Exchange Act; and (ii) it is an "accredited investor" as such term is defined in
Rule 501 of Regulation D of the United States Securities and Exchange
Commission; (d) Purpose: it is entering into each
Transaction for bona fide commercial purposes and not in any event for the
purposes of speculating or gaming; (e) No Reliance: (i) the
other party to each Transaction (1) is not acting as a fiduciary or financial,
investment or commodity trading advisor for it; and (2) has not given to it
(directly or indirectly through any other person) any assurance, guarantee or
representation whatsoever as to the merits (either legal, regulatory, tax,
financial, accounting or otherwise) of each Transaction, or the expected
performance or result of each Transaction; and (ii) in connection with the
negotiation and execution of each Transaction (1) it is acting as a principal
(and not as an agent or in any other capacity, fiduciary or otherwise); (2) it
is not relying upon any advice, counsel or representations (whether written or
oral) of the other party other than the representations expressly set forth in
these GTCs, incorporated herein or set out on the Website; (3) it has made and
will make its own assessment and decisions regarding the entering into each
Transaction based upon its own judgment and upon the advice from such
professional advisors as it has deemed, or will deem, necessary to consult; (4)
all of its decisions regarding each Transaction have been the result of arm�s
length negotiations between the parties; and (5) it has a full understanding of
all the terms, conditions and risks (economic and otherwise) of each
Transaction, and it is capable of assuming and willing to assume (financially,
legally and otherwise) those risks; (f) Transactions: in
connection with each Transaction, (i) neither the other party nor any of the
other party�s Affiliates makes any representation whatsoever with respect to the
Reference Entity on which it is relying or entitled to rely; (ii) it is
obligated to perform in accordance with these GTCs irrespective of the existence
or amount of the other party�s credit exposure to the Reference Entity, and the
other party need not suffer any loss or provide evidence of any loss as a result
of the occurrence of a Bankruptcy Event or Credit Event; (iii) each Transaction
does not create on the part of either party either a direct or an indirect
obligation of the Reference Entity; and (iv) unless it is otherwise bound by a
confidentiality obligation or agreement, a party receiving any information from
the other party with respect to each Transaction shall not become the subject of
any obligation of confidentiality in respect of that information and the
transferor of that information shall indemnify and hold harmless the transferee
for any loss, liability, claim damage and expenses whatsoever incurred by the
transferee arising out of the breach of law or understanding or agreement with
respect to the confidentiality of the information to which the transferor may be
a party.
