Subject: Re: Enron Term Sheet (DRAFT)
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked]
Date: Tue, 8 Aug 2000 04:07:00 -0700 (PDT)

Apparently this is another leg of the forward/swap etc transaction with 
Credit Suisse that we wound up agreeing to registration rights language in 
the resulting swap because they had those rights in the original deal.  It 
was done with emphasis to CS and their counsel that it was a one time 
situation, and should not be viewed as precedent for future swaps.  That 
registration rights language is attached as "CSFBi" below.   We would 
probably like to go with more restrictive language in our "standard" deals, 
and that proposed registration rights language is also attached below.  The 
primary difference in the two versions is that in the "standard" the 
counter-party does not have the full decision to require those rights--in 
order to trigger registration rights there must be a positition taken by the 
SEC or its staff that registration is necessary, or a market practice of such 
registrations has developed before the hedge is unwound.  Since this 
transaction still may have the stamp of the "one time situation", you might 
want to simply go with the CSFBi language-- if you feel otherwise, it would 
probably be best to go with the "standard" language (with the CSFBi language 
as an acceptable fall-back for this deal).    Was that confusing enough?  
Please let me know if you need anything further or otherwise want to 
discuss.  Thanks.