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GENERAL TERMS AND CONDITIONS

ENRON CREDIT DERIVATIVES

GENERAL TERMS AND CONDITIONS ("GTCs")

Annex A

(United Kingdom (excluding Northern Ireland))

Bankruptcy Events:

  1. the Reference Entity is adjudicated or found to be insolvent or unable to pay its debts by any court of competent jurisdiction;
  2. a resolution is passed to approve a creditor’s voluntary arrangement in respect of the Reference Entity under Part 1 Insolvency Act 1986;
  3. a resolution is passed or an order is made to approve a composition or similar arrangement with creditors of the Reference Entity under Section 425 Companies Act 1985;
  4. a petition for an administration order in respect of the Reference Entity is presented by the Reference Entity or its directors or any other person and, in the case of a petition presented by any other person, such petition is not withdrawn, dismissed or stayed within 30 days of its presentation;
  5. an administration order is made in respect of the Reference Entity;
  6. a petition for the winding up of the Reference Entity is presented by the Reference Entity or its directors or any other person and, in the case of a petition presented by any other person, such petition is not withdrawn, dismissed or stayed within 30 days of its presentation;

(vii) an administrative receiver or receiver or manager is appointed in relation to the Reference Entity or all, or substantially all, of its undertaking or assets;

(viii) a liquidator, provisional liquidator or similar official is appointed in relation to the Reference Entity or all, or substantially all, of its undertaking or assets;

(ix) an order is made or a resolution is passed for the winding up of the Reference Entity;

(x) any event with consequences similar or analogous to any of those referred to in (i) to (ix) (inclusive) above occurs in any jurisdiction outside the United Kingdom (excluding Northern Ireland) in relation to the Reference Entity.

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