Subject: Utility Language
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked]
Date: Tue, 12 Oct 1999 07:46:00 -0700 (PDT)

Kevin:
Sara and I were discussing the additional utility provisions that we 
typically insert into our ISDA MAster Schedule when we are dealing with a 
regulated counterparty.  As a general rule, most of these counterparties 
object to such provisions.  In light of this, we thought that as a compromise 
we would eliminate the Information Sheet, the "additional reps" and the 
additional covenants and rely on inserting the following as an Additional 
Termination Event:

"the filing of a motion, pleading, application or other similar action in any 
proceeding or action by Party B, a commission, regulatory agency or other 
entity having jurisdiction over Party B, in respect of Party B, or in respect 
of any other similarly situated entity organized under the laws of the 
state(s) in which Party B is located or regulated to the effect that 
performance under this Agreement or one or more Transactions hereunder or 
similar agreements is unlawful or that this Agreement or one or more 
Transactions hereunder or similar agreements are void or voidable."

What do you think about this?  Alos, have you had a chance to come up with a 
revised definition for "Affiliate" that we could use in our setoff provisions?

I look forward to hearing from you.

Carol