Message-ID: <19548769.1075842909796.JavaMail.evans@thyme>
Date: Fri, 20 Apr 2001 06:23:00 -0700 (PDT)
From: gerald.nemec@enron.com
To: christian.yoder@enron.com
Subject: Setoff Language
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The following provisions are proposed to be added into the Confirms for the=
=20
Firm GTC.  Please review and revise as appropriate.



If a Triggering Event occurs, the Notifying Party may (at its election) set=
=20
off any or all amounts which the Affected Party owes to the Notifying Party=
=20
or it Affiliates (under this Agreement or otherwise) against any or all=20
amounts which the Notifying Party owes to the Affected Party (either under=
=20
this Agreement or otherwise).


"Affiliate=018 means, with respect to any person, any other person (other t=
han=20
an individual) that, directly or indirectly, through one or more=20
intermediaries, controls, or is controlled by, or is under common control=
=20
with, such person.  For this purpose, "control" means the direct or indirec=
t=20
ownership of fifty percent (50%) or more of the outstanding capital stock o=
r=20
other equity interests having ordinary voting power.  [Probably want to nam=
e=20
EPMI specifically]