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1. Transactions
The parties shall engage in transactions for the purchase and sale of Credit
Products (each a "Transaction") pursuant to these GTCs. Transactions will
be initiated by [Insert Name of
Counterparty] ("Counterparty") offering to
buy or sell, to [Enron Credit
Limited] / [Enron Credit Inc.] ("Enron") the Credit Product by either clicking on the designated
boxes on the Website in respect of prices quoted on EnronOnline, or telephoning
or e-mailing Enron at the addresses specified on the Website in respect
of prices quoted on EnronCredit. The Website is not, and shall not be construed
as, an offer to buy or sell the Credit Product by Enron. Enron may accept
or reject Counterparty’s offer at its sole discretion. A Transaction shall
be deemed executed at the time that Enron first signifies its acceptance of
Counterparty’s offer, namely, (i) by electronic messaging system (including but
not limited to return e-mail) in respect of prices quoted on EnronCredit, (ii)
by telephone in respect of prices quoted on EnronCredit, or (iii) as is accessible
on the Website server in respect of prices quoted on EnronOnline. Enron
may also issue a written confirmation in respect of each Transaction in the
form substantially similar to that attached hereto as < Schedule A in respect of
Bankruptcy Swaps or Schedule
B in respect of Credit Default Swaps, as applicable,
(each a "Confirmation") by way of record of the terms of each
Transaction.
2. EnronOnline Electronic Trading Agreement
In the event that Counterparty accepts, or has accepted, the
Electronic Trading Agreement ("ETA") via the Website, it is
agreed by Enron and Counterparty that:
- The words "financial products," shall be inserted in the fifth line of the
first paragraph of the ETA after the words "for the trading of products and
instruments based on";
- Notwithstanding anything to the contrary contained in the ETA, including
without limitation Section 3(a) thereof, these GTCs shall constitute, along with
all the other provisions of the ETA and any other applicable terms contained on
the Website or in a Confirmation, the entire agreement between the parties in
respect of each Transaction, and shall supersede all prior oral or written
communications or agreements (other than any Master Agreement), relating to the
Transaction. In the event of any conflict between the ETA and these GTCs, these
GTCs shall prevail; and
- The second sentence of Section 3(c) thereof, shall be
deleted and replaced with: "A Transaction shall be deemed executed at the time
Enron first signifies its acceptance of Counterparty's offer, namely, (i) by
electronic messaging system (including but not limited to return e-mail) in
respect of prices quoted on EnronCredit, (ii) by telephone in respect of
prices quoted on EnronCredit, or (iii) as is accessible on the Website server
in respect of prices quoted on EnronOnline.
3. Credit Default Swap Provisions
All Credit Default Swaps entered into between Enron and
Counterparty shall be documented under the definitions and provisions contained
in the 1999 ISDA Credit Derivatives Definitions (the "Credit Derivatives
Definitions"), as published by the International Swaps and Derivatives
Association, Inc. ("ISDA"). The definitions and provisions contained in
the Credit Derivatives Definitions are incorporated into these GTCs by
this reference as if set-out herein.
In the event of any inconsistency between the Credit
Derivatives Definitions and these GTCs, these GTCs will prevail for the purposes
of each Credit Default Swap entered into between Enron and Counterparty.
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