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Enron Mail |
---------------------- Forwarded by Tana Jones/HOU/ECT on 03/16/2000 09:12 AM
--------------------------- Enron North America Corp. From: Tana Jones 03/15/2000 05:33 PM To: David Minns/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT cc: Subject: Online Trading Australian Financial Power GTC Mark Taylor, who is in Amsterdam this week, just left me a voicemail reflecting a conversation he just had with Dave Forster, and asked me to relay the following information to you (don't kill me, I'm just the messenger)... With respect to your form of online GTC: It need to be revised, per Dave Forster by Monday, to be expanded to include the provisions necessary that will enable a non-Australian based counterparty (a counterparty could be U.S., Canadian, European or other country based), who may or may not have an ISDA Master Agreement in place, and may or may not have credit in place, to do a financial power transaction with Enron Australia. In that regard I am attaching as a template, our form of online "Deemed ISDA" GTC (for a weather transaction, the only type of financial transaction where we adopt the ISDA documentation instead of using our own form of confirmation). As you can see when you look at our "Deemed ISDA" form of confirmation, there are a number of provisions that our Deemed ISDA form of confirmation includes, such as authority and tax representations, "arm's length transaction" reps, acting as a principal rep, the deletion of section 2©(ii) of the ISDA Schedule (netting "in respect of the same transaction"), no language that each party has a copy of the ISDA form and has read it and understands it, your deletion of language re: written confirmations, definition of "Transaction" meaning the GTC+ISDA form+website terms, "Website" (uppercased) is a defined term under the Password Application, we usually say "Loss" instead of "Market Quotation", also, Market Quotation and Second Method will apply for the purposes of Section 6(e), a question, do we need the word "integrated" with respect to the rerenced that the documents contain a "single agreement" to fall under the U.S. bankruptcy swap protection?, no ducment conflict provisions, missing our "severability" and "setoff" language, no adoption of the 1991 or 1993 Commodity definitions, business day defined as Sydney only, etc. Of course, you do not have these in your form of GTC, because they are or will be covered in your executed ISDA Master Agreement, but it is likely counterparties outside of Australia may not have a master swap agreement in place. I spoke to Steve Douglas in Tax, who is out of town today and was going to talk to Susan Musch about the tax issues and I hope to hear from him tomorrow. After all the above, I just have to say...we really do appreciate your help resolving all these issues...
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