Re: PowerGen - Urgent ,
 This letter goes a good bit further than we have with any of the North 
American counterparties negotiating the ETA in that it identifies only those 
portions of the ETA that control over the masters rather than identifying 
those provisions which are subject to the masters.  In my view there are 
really only very few places where we do not want the ETA to govern.  Most of 
the agreement relates to the use of the website itself and to that extent 
there either should be no conflict with the master or if, by some tortured 
interpretation there is a conflict, the ETA should control.  In one case I 
had to go through the entire ETA with the counterparty's lawyer, paragraph by 
paragraph, to identify those provisions where we would be willing to allow 
the master to control.  The only sections we had to amend were the first 
sentence of section 3(e) (regarding confirmations - this may be different in 
the UK version), the confidentiality provisions and the notice provisions of 
section 6(e).  And of course nearly every counterparty making comments has 
insisted that the indemnity provisions be scaled back to one extent or 
another.

Maybe if PowerGen is intransigent, they would be willing to add a sentence to 
the letter indicating that the ETA will control regarding the acess to and 
use of the website.  In an attempt to differentiate between our contractual 
trading arrangements and our agreement concerning the use of the website, 
perhaps Paragraph 3(a) can read something like "Except as set forth under 
paragraph 3.(b) and (c) below, in the event of any conflict between the ETA 
and the master agreement, with respect to the terms of any Transactionthe 
master agreement shall prevail.

If we have to use this letter, my only other suggestion to the language would 
be to refer in paragraph numbered 1 to "The agreements listed beloweach
comprises a" or better yet "Each agreement listed below is a" rather than 
"The agreements listed below comprise the".

 




David Forster
01/11/2000 12:15 PM
To: Mark Taylor/HOU/ECT@ECT
cc:  
Subject: PowerGen - Urgent

Mark,

I would appreciate your opinion on the attached. Can you have a look and let 
me know what you think?

Thanks,

Dave
---------------------- Forwarded by David Forster/LON/ECT on 11/01/2000 18:05 
---------------------------


Justin Boyd
11/01/2000 15:13
To: David Forster/LON/ECT@ECT
cc: Edmund Cooper/LON/ECT@ECT 

Subject: PowerGen - Urgent

Dave,

I'm trying to reach agreement with PowerGen re: EOL trades - they are still 
very concerned with the overriding effect of the ETA, and will not accept our 
position.

However, I have managed to get somewhere..........and I attach a draft I 
propose to send to their lawyer.  This is I believe as far as we can get with 
PowerGen (I did speak to him and I don't think he will go any further than as 
set forth in the draft).  The key point for me was to get PowerGen to agree 
(which I think they will) that the short + long descriptions [key elements of 
any trade] prevail over the master.

Thoughts, comments please....

My view - if PowerGen agrees the draft, that should give us sufficient 
comfort...

Thanks

Justin
david.forster@enron.com