Common use of Discharge and Termination of Currency Option Transactions Clause in Contracts

Discharge and Termination of Currency Option Transactions. Unless otherwise agreed, any Call or Put written by a party will automatically be terminated and discharged, in whole or in part, as applicable, against a Call or a Put, respectively, written by the other party, such termination and discharge to occur automatically upon the payment in full of the last Premium payable in respect of such Currency Option Transactions; provided that, such termination and discharge may only occur in respect of Currency Option Transactions: (a) each being with respect to the same Put Currency and the same Call Currency; (b) each having the same Expiration Date and Expiration Time; (c) each being of the same style (i.e., both being American Style Options, both being European Style Options or both being Bermuda or Mid-Atlantic Style Options); (d) each having the same Strike Price; (e) neither of which shall have been exercised by delivery of a Notice of Exercise; and, upon the occurrence of such termination and discharge, neither party shall have any further obligation to the other party in respect of the relevant Currency Option Transactions or, as the case may be, parts thereof so terminated and discharged. Such termination and discharge shall be effective notwithstanding that either party (i) may fail to send out a Confirmation, (ii) may fail to record such termination and discharge in its books, or (iii) may send out a Confirmation that is inconsistent with such termination and discharge. In the case of a partial termination and discharge (i.e., where the relevant Currency Option Transactions are for different amounts of the Currency Pair), the remaining portion of the Currency Option Transaction which is partially terminated and discharged shall continue to be a Currency Option Transaction for all purposes hereunder. 5. All terms in this Part shall have the meanings given them above or in the Definitions, unless not defined above or in the Definitions, in which case the term shall have the meaning given in the Agreement. B. Scope 1. Notwithstanding the absence of any reference to the Definitions in a Confirmation, this Part and the Definitions shall be applicable to any FX Transaction or Currency Option Transaction covered by the Agreement; provided that the Parties may agree otherwise for any Transaction as evidenced by a Confirmation that complies with Section 2.3

Discharge and Termination of Currency Option Transactions. Unless otherwise agreed, any Call or Put written by a party will automatically be terminated and discharged, in whole or in part, as applicable, against a Call or a Put, respectively, written by the other party, such termination and discharge to occur automatically upon the payment in full of the last Premium payable in respect of such Currency Option Transactions; provided that, such termination and discharge may only occur in respect of Currency Option Transactions: (a) each being with respect to the same Put Currency and the same Call Currency; (b) each having the same Expiration Date and Expiration Time; (c) each being of the same style (i.e., both being American Style Options, both being European Style Options or both being Bermuda or Mid-Atlantic Style Options); (d) each having the same Strike Price; (e) neither of which shall have been exercised by delivery of a Notice of Exercise; and, upon the occurrence of such termination and discharge, neither party shall have any further obligation to the other party in respect of the relevant Currency Option Transactions or, as the case may be, parts thereof so terminated and discharged. Such termination and discharge shall be effective notwithstanding that either party (i) may fail to send out a Confirmation, (ii) may fail to record such termination and discharge in its books, or (iii) may send out a Confirmation that is inconsistent with such termination and discharge. In the case of a partial termination and discharge (i.e., where the relevant Currency Option Transactions are for different amounts of the Currency Pair), the remaining portion of the Currency Option Transaction which is partially terminated and discharged shall continue to be a Currency Option Transaction for all purposes hereunder. 5. All terms in this Part shall have the meanings given them above or in the Definitions, unless not defined above or in the Definitions, in which case the term shall have the meaning given in the Agreement. B. Scope 1. Notwithstanding the absence of any reference to the Definitions in a Confirmation, this Part and the Definitions shall be applicable to any FX Transaction or Currency Option Transaction covered by the Agreement; provided that the Parties may agree otherwise for any Transaction as evidenced by a Confirmation that complies with Section 2.3

Discharge and Termination of Currency Option Transactions. Unless otherwise agreed, any Call Option or any Put Option written by a party will automatically be terminated and discharged, in whole or in part, as applicable, against a Call Option or a PutPut Option, respectively, written by the other party, such termination and discharge to occur automatically upon the payment in full of the last Premium payable in respect of such Currency Option Transactions; provided that, such termination and discharge may only occur in respect of Currency Option Transactions: (ai) each being with respect to the same Put Currency and the same Call Currency; (bii) each having the same Expiration Date and Expiration Time; (ciii) each being of the same style (i.e.style, i.e. either both being American Style Options, both being European Style Options or both being Bermuda or Mid-Atlantic European Style Options); (div) each having the same Strike Price;; and (ev) neither of which shall have been exercised by delivery of a Notice of Exercise; and, upon the occurrence of such termination and discharge, neither party shall have any further obligation to the other party in respect of the relevant Currency Option Transactions or, as the case may be, parts thereof so terminated and discharged. Such termination and discharge shall be effective notwithstanding that either party (i) may fail to send out a Confirmation, (ii) may fail to record such termination and discharge in its books, or (iii) may send out a Confirmation that is inconsistent with such termination and discharge. In the case of a partial termination and discharge (i.e., i.e. where the relevant Currency Option Transactions Options are for different amounts of the Currency Pair), the remaining portion of the Currency Option Transaction which is partially discharged and terminated and discharged shall continue to be a Currency Option Transaction for all purposes hereunderof this Agreement. EXECUTED effective as of the date first written above. ENRON NORTH AMERICA CORP. By: Name: Title: Date: THE OSPRAIE PORTFOLIO LTD. By: Tudor Investment Corporation, Investment Advisor By: Name: Title: Date: ATTACHMENT 1 FORM OF LEGAL OPINION (PARTY B) ANNEX A ISDA CREDIT SUPPORT ANNEX, including Paragraph 13 thereto EXHIBIT A FORM OF GUARANTY (PARTY A) LEGAL OPINION ATTACHMENT 1 Enron North America Corp. 0000 Xxxxx Xxxxxx Houston, Texas 77002 Dear Sir or Madam: We have acted as counsel to ___________________________ (the “Counterparty”), in connection with the execution and delivery by the Counterparty of an ISDA Master Agreement dated as of ________ (the ISDA Master Agreement and any Transactions intended to be governed thereby are hereinafter referred to as the “Agreement”), between you and the Counterparty. In such capacity we have examined a copy of the Agreement. We have also reviewed certain corporate proceedings of the Counterparty, and we have examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records of the Counterparty, certificates of public officials and of officers and representatives of the Counterparty and such other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examination, we have assumed the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as certified or otherwise satisfactorily identified copies. We have also assumed that the Agreement has been duly executed and delivered by you pursuant to appropriate corporate authority. The opinions given below are limited to matters concerning the laws of the United States of America. Based upon the foregoing and having regard for such legal considerations as we deem relevant, we are of opinion that: 1. The Counterparty is a [__________________] duly existing under the laws of [________________]. 2. The Counterparty has full corporate power to execute and deliver the Agreement and to perform its obligations thereunder. 3. Such actions have been duly authorized by all necessary corporate action and do not violate, and are not in conflict with any provision of law or of the corporate charter and related documents of the Counterparty. 4. All authorizations of, exemptions by and filings with any governmental, regulatory body or other authority that are required to be obtained or made in connection with the Counterparty’s execution, delivery and performance of the Agreement have been obtained or made and are valid and subsisting. 5. All The Agreement has been duly executed and delivered by the Counterparty and constitutes the legal, valid and binding obligation of the Counterparty enforceable against the Counterparty in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ rights generally from time to time in this Part shall have effect). Obligations of any branch of the meanings given them above or Counterparty are for all purposes obligations of the Counterparty, enforceable against the Counterparty to the same extent set forth in the Definitions, unless not defined above or in next preceding sentence. The enforceability of the Definitions, in which case the term shall have the meaning given in the Agreement. B. Scope 1. Notwithstanding the absence Counterparty’s obligations is also subject to general principles of any reference to the Definitions equity (regardless of whether such enforceability is considered in a Confirmation, this Part and the Definitions shall be applicable to any FX Transaction proceeding in equity or Currency Option Transaction covered by the Agreement; provided that the Parties may agree otherwise for any Transaction as evidenced by a Confirmation that complies with Section 2.3at law).

Discharge and Termination of Currency Option Transactions. Unless otherwise agreed, any Call or Put written by a party will automatically be terminated and discharged, in whole or in part, as applicable, against a Call or a Put, respectively, written by the other party, such termination and discharge to occur automatically upon the payment in full of the last Premium payable in respect of such Currency Option Transactions; provided that, such termination and discharge may only occur in respect of Currency Option Transactions: (a) each being with respect to the same Put Currency and the same Call Currency; (b) each having the same Expiration Date and Expiration Time; (c) each being of the same style (i.e., both being American Style Options, both being European Style Options or both being Bermuda or Mid-Atlantic Style Options); (d) each having the same Strike Price; (e) neither of which shall have been exercised by delivery of a Notice of Exercise; and, upon the occurrence of such termination and discharge, neither party shall have any further obligation to the other party in respect of the relevant Currency Option Transactions or, as the case may be, parts thereof so terminated and discharged. Such termination and discharge shall be effective notwithstanding that either party (i) may fail to send out a Confirmation, (ii) may fail to record such termination and discharge in its books, or (iii) may send out a Confirmation that is inconsistent with such termination and discharge. In the case of a partial termination and discharge (i.e., where the relevant Currency Option Transactions are for different amounts of the Currency Pair), the remaining portion of the Currency Option Transaction which is partially terminated and discharged shall continue to be a Currency Option Transaction for all purposes hereunder. 5. All terms in this Part shall have the meanings given them above or in the Definitions, unless not defined above or in the Definitions, in which case the term shall have the meaning given in the Agreement. B. Scope 1. Notwithstanding the absence of any reference to the Definitions in a Confirmation, this Part and the Definitions shall be applicable to any FX Transaction or Currency Option Transaction covered by the Agreement; provided that the Parties may agree otherwise for any Transaction as evidenced by a Confirmation that complies with Section 2.32.3 of the Agreement. 2. In the event of any inconsistency between the Definitions and a Confirmation, the terms of the Confirmation shall govern for the purpose of the relevant Transaction. In the event of any inconsistency between the Definitions and the Agreement, the Definitions shall prevail.

Discharge and Termination of Currency Option Transactions. Unless otherwise agreedagreed to by the parties hereto, any Call Option or Put written by Option in respect of which a party hereto is the Seller will automatically be terminated and discharged, in whole or in part, as applicable, against a Call Option or a PutPut Option, respectively, written by in respect of which the other partyparty hereto is the Seller, such termination and discharge to occur automatically upon the payment in full of the last Premium payable in respect of such Currency Option Transactions; provided that, that such termination and discharge may only occur in respect of Currency Option Transactions: (a) each being with respect to the same Put Currency and the same Call Currency; (b) each having the same Expiration Date and Expiration Time; (c) each being of the same style (style, i.e., either both being American Style Options, style options or both being European Style Options or both being Bermuda or Mid-Atlantic Style Options)style options; (d) each having the same Strike Price; (e) neither of which shall have been exercised by delivery of a Notice of Exercise; (f) which are entered into by the same Offices of both the Buyer and Seller respectively; and, upon (g) which are otherwise identical in terms that are material for purposes of netting and discharge. Upon the occurrence of such termination and discharge, neither party shall have any further obligation to the other party in respect of the relevant Currency Option Transactions or, as the case ease may be, parts thereof so terminated and discharged. Such termination and discharge shall be effective notwithstanding that either party (i) may fail to send out a Confirmation, (ii) may fail to record such termination and discharge in its books, or (iii) may send out a Confirmation that is inconsistent with such termination and discharge. In the case of a partial termination and discharge (i.e., where the relevant Currency Option Transactions are for different amounts of the Currency Pair), the remaining portion of the Currency Option Transaction which is partially discharged and terminated and discharged shall continue to be a Currency Option Transaction for all purposes hereunder. 5. All terms in of this Agreement including this Section 4 of this Part shall have the meanings given them above or in the Definitions, unless not defined above or in the Definitions, in which case the term shall have the meaning given in the Agreement6. B. Scope 1. Notwithstanding the absence of any reference to the Definitions in a Confirmation, this Part and the Definitions shall be applicable to any FX Transaction or Currency Option Transaction covered by the Agreement; provided that the Parties may agree otherwise for any Transaction as evidenced by a Confirmation that complies with Section 2.3

Discharge and Termination of Currency Option Transactions. Unless otherwise agreed, any Call Option or any Put Option written by a party will automatically be terminated and discharged, in whole or in part, as applicable, against a Call Option or a PutPut Option, respectively, written by the other party, such termination and discharge to occur automatically upon the payment in full of the last Premium payable in respect of such Currency Option Transactions; provided that, such termination and discharge may only occur in respect of Currency Option Transactions: (ai) each being with respect to the same Put Currency and the same Call Currency; (bii) each having the same Expiration Date and Expiration Time; (ciii) each being of the same style (i.e.style, i.e. either both being American Style Options, both being European Style Options or both being Bermuda or Mid-Atlantic European Style Options); (div) each having the same Strike Price;; and (ev) neither of which shall have been exercised by delivery of a Notice of Exercise; and, upon the occurrence of such termination and discharge, neither party shall have any further obligation to the other party in respect of the relevant Currency Option Transactions or, as the case may be, parts thereof so terminated and discharged. Such termination and discharge shall be effective notwithstanding that either party (i) may fail to send out a Confirmation, (ii) may fail to record such termination and discharge in its books, or (iii) may send out a Confirmation that is inconsistent with such termination and discharge. In the case of a partial termination and discharge (i.e., i.e. where the relevant Currency Option Transactions Options are for different amounts of the Currency Pair), the remaining portion of the Currency Option Transaction which is partially discharged and terminated and discharged shall continue to be a Currency Option Transaction for all purposes hereunder. 5of this Agreement. All terms in this Part shall have EXECUTED effective as of the meanings given them above or in the Definitionsdate first written above. ENRON NORTH AMERICA CORP. By: Name: Title: Date: XXXXXX GUARANTY TRUST COMPANY OF NEW YORK By: Name: Title: Date: ANNEX A ISDA CREDIT SUPPORT ANNEX, unless not defined above or in the Definitions, in which case the term shall have the meaning given in the Agreement. B. Scope 1. Notwithstanding the absence of any reference to the Definitions in a Confirmation, this Part and the Definitions shall be applicable to any FX Transaction or Currency Option Transaction covered by the Agreement; provided that the Parties may agree otherwise for any Transaction as evidenced by a Confirmation that complies with Section 2.3including Paragraph 13 thereto SCHEDULE 1 IRREVOCABLE TRANSFERABLE STANDBY LETTER OF CREDIT EXHIBIT A FORM OF GUARANTY (PARTY A)

Discharge and Termination of Currency Option Transactions. Unless otherwise agreed, any Call or Put written by a party will automatically be terminated and discharged, in whole or in part, as applicable, against a Call or a Put, respectively, written by the other party, such termination and discharge to occur automatically upon the payment in full of the last Premium payable in respect of such Currency Option Transactions; provided that, such termination and discharge may only occur in respect of Currency Option Transactions: (a) each being with respect to the same Put Currency and the same Call Currency; (b) each having the same Expiration Date and Expiration Time; (c) each being of the same style (i.e., both being American Style Options, both being European Style Options or both being Bermuda or Mid-Atlantic Style Options); (d) each having the same Strike Price; (e) neither of which shall have been exercised by delivery of a Notice of Exercise; and, upon the occurrence of such termination and discharge, neither party shall have any further obligation to the other party in respect of the relevant Currency Option Transactions or, as the case may be, parts thereof so terminated and discharged. Such termination and discharge shall be effective notwithstanding that either party (i) may fail to send out a Confirmation, (ii) may fail to record such termination and discharge in its books, or (iii) may send out a Confirmation that is inconsistent with such termination and discharge. In the case of a partial termination and discharge (i.e., where the relevant Currency Option Transactions are for different amounts of the Currency Pair), the remaining portion of the Currency Option Transaction which is partially terminated and discharged shall continue to be a Currency Option Transaction for all purposes hereunder. 5. All terms in this Part shall have the meanings given them above or in the Definitions, unless not defined above or in the Definitions, in which case the term shall have the meaning given in the Agreement. B. Scope 1. Notwithstanding the absence of any reference to the Definitions in a Confirmation, this Part and the Definitions shall be applicable to any FX Transaction or Currency Option Transaction covered by the Agreement; provided that the Parties may agree otherwise for any Transaction as evidenced by a Confirmation that complies with Section 2.3

Discharge and Termination of Currency Option Transactions. Unless otherwise agreed, any Call Option or any Put Option written by a party will automatically be terminated and discharged, in whole or in part, as applicable, against a Call Option or a PutPut Option, respectively, written by the other party, such termination and discharge to occur automatically upon the payment in full of the last Premium payable in respect of such Currency Option Transactions; provided that, such termination and discharge may only occur in respect of Currency Option Transactions: (ai) each being with respect to the same Put Currency and the same Call Currency; (bii) each having the same Expiration Date and Expiration Time; (ciii) each being of the same style (i.e.style, i.e. either both being American Style Options, both being European Style Options or both being Bermuda or Mid-Atlantic European Style Options); (div) each having the same Strike Price;; and (ev) neither of which shall have been exercised by delivery of a Notice of Exercise; and, upon the occurrence of such termination and discharge, neither party shall have any further obligation to the other party in respect of the relevant Currency Option Transactions or, as the case may be, parts thereof so terminated and discharged. Such termination and discharge shall be effective notwithstanding that either party (i) may fail to send out a Confirmation, (ii) may fail to record such termination and discharge in its books, or (iii) may send out a Confirmation that is inconsistent with such termination and discharge. In the case of a partial termination and discharge (i.e., i.e. where the relevant Currency Option Transactions Options are for different amounts of the Currency Pair), the remaining portion of the Currency Option Transaction which is partially discharged and terminated and discharged shall continue to be a Currency Option Transaction for all purposes hereunder. 5of this Agreement. All terms in this Part shall have EXECUTED effective as of the meanings given them above or in the Definitionsdate first written above. ENRON NORTH AMERICA CORP. By: Name: Title: Date: ING BARINGS (U.S.) CAPITAL MARKETS LLC By: ____________________________, unless not defined above or in the Definitionsits Managing Member By: Name: Title: Date: ANNEX A ISDA CREDIT SUPPORT ANNEX, in which case the term shall have the meaning given in the Agreement. B. Scope 1. Notwithstanding the absence of any reference to the Definitions in a Confirmation, this Part and the Definitions shall be applicable to any FX Transaction or Currency Option Transaction covered by the Agreement; provided that the Parties may agree otherwise for any Transaction as evidenced by a Confirmation that complies with Section 2.3including Paragraph 13 thereto SCHEDULE 1 IRREVOCABLE TRANSFERABLE STANDBY LETTER OF CREDIT EXHIBIT A FORM OF GUARANTY (PARTY A) EXHIBIT B FORM OF GUARANTY (PARTY B)