READ:  RE CONVERSION OF 1 WAY PAYMENTS TO TWO WAY PAYMENTS As you are aware a "safety net" type of provision has been included in the master netting agreement to attempt to convert any underlying master agreement one way payment provision to a two way payment provision.  However, this is only a safety net and should not be relied upon.  It may not cover every particular definitional/form structure in an underlying master agreement.  Please be sure to review the underlying master.  It is probably always best to draft a contract specific amendment to convert to 2way payment since this is a critical issue to effect properly the closeout netting and setoff provisions of the master netting agreement.  The specific amendment can be included in the master netting or accomplished as a separate amendment to the underlying master agreement.

Any questions, call me.

Cordially,
Mary Cook
Enron North America Corp.
1400 Smith, 38th Floor, Legal
Houston, Texas 77002-7361
(713) 345-7732
(713) 646-3393 (fax)
mary.cook@enron.com


