Message-ID: <6480562.1075860320294.JavaMail.evans@thyme>
Date: Thu, 11 Jan 2001 01:37:00 -0800 (PST)
From: mark.taylor@enron.com
To: andy.zipper@enron.com
Subject: Section 8.2
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 Enron Online Transactions
.  Any member of the Envera Network (an =01&Envera Network Member=018) who =
is a=20
customer of EOL may submit to EGM an irrevocable offer to buy or sell any=
=20
petrochemical, natural gas liquids, or plastics product that is then traded=
=20
by EGM on EnronOnline, on the standard terms and conditions (including=20
without limitation quantity, quality, shipping dates and payment terms) as=
=20
are established for such products on EnronOnline=01v, at a price that is be=
tween=20
the bid and ask prices then posted by EGM on EnronOnline=01v, with such off=
ers=20
being a binding commitment by such Envera Network Member to complete the=20
proposed transaction on the same trading day (as trading days are determine=
d=20
by EGM).  EGM agrees to conditionally accept such offers, subject to the=20
following requirements and limitations:
 Current Envera Network Members (as of the Closing Date) may submit such=20
offers on or before the first anniversary of the Closing Date, and not=20
thereafter.  Any Envera Network Member who first becomes a member after the=
=20
Closing Date but before December 31, 2001, shall have until the first=20
anniversary of its membership agreement with Envera in which to submit such=
=20
offers, but not thereafter.  Any Envera Network Member who first becomes a=
=20
member after December 31, 2001, shall not be entitled to submit any offers =
to=20
EGM under this Section 8.2.  All of EGM=01,s obligations under this Section=
 8.2=20
shall expire no later than December 31, 2002.
 The irrevocable offer by the Envera Network Member must be placed as a lim=
it=20
order on EnronOnline=01v and made irrevocable until the end of the trading =
day=20
in writing (by facsimile or otherwise) or otherwise in accordance with the=
=20
standard confirmation procedures of EGM.  In no event will EGM be liable fo=
r=20
any failure to complete any limit order or trade. =20
 The Envera Network Member must be a registered user of EnronOnline=01v and=
=20
qualified to trade in the product that is the subject of the offer, all in=
=20
accordance with the standard terms established by EGM or EnronOnline=01v.
 EGM will accept or reject the offer on or before the close of the trading=
=20
day and will communicate such acceptance or rejection to the Envera Network=
=20
Member; if accepted the transaction will be completed through EnronOnline=
=01v. =20
EGM's acceptance or rejection may be based on EGM=01,s ability to reverse t=
he=20
trade with a third party or otherwise fully mitigate the risk created by th=
e=20
trade, and on such criteria as EGM applies to such trades generally,=20
including without limitation its evaluation of the credit risk of such Enve=
ra=20
Network Member based on EGM's standard credit policies then in effect.
 Any trades of similar products by EGM shall be independent of the=20
transaction offered by the Envera Network Member.  EGM's trades will be for=
=20
its own account and in no event shall EGM trade for or on behalf of the=20
Envera Network Member.
 Neither EGM nor EOL will charge the Envera Network Member any transaction=
=20
fees with respect to such transaction.
 The aggregate number of transactions that EGM will be obligated to accept=
=20
pursuant to this Section 8.2 shall not exceed one hundred (100) per Envera=
=20
Network Member, and shall not exceed an aggregate of five thousand (5,000).
 No offers shall be accepted by EGM under this Section 8.2 after December 3=
1,=20
2002.
 No transactions under this Section 8.2 will be executed if, in the sole go=
od=20
faith judgment of EOL or EGM, upon advice of its counsel, the result or=20
effect of which may be that any of EGM, EOL, or EnronOnline=01v, their=20
Affiliates or any of their respective businesses (i) could become subject t=
o=20
regulation under the Commodities Exchange Act, as amended; (ii) could becom=
e=20
subject to regulation by the Commodities Futures Trading Commission; or (ii=
i)=20
could become subject to any regulatory proceeding, investigation, action,=
=20
inquiry or review.