---------------------- 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(c)(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...