Message-ID: <24978829.1075844528182.JavaMail.evans@thyme>
Date: Thu, 14 Oct 1999 08:26:00 -0700 (PDT)
From: sara.shackleton@enron.com
To: pla@marval.com.ar
Subject: Argentina: public utilities and other regulated entities
Cc: susan.flynn@enron.com
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Hope you are well!  I had a wonderful vacation in L.A.  I never made it to 
either the Norton Simon or the Getty; I'll just have to plan another trip to 
the west coast.

In connection with your recent review of our standard ISDA Schedule, Credit 
Support Annex and legal opinion (the "Documents"), could you please advise as 
the whether additional provisions are required or advisable in any of the 
Documents when our counterparty is an Argentine public utility, municipality 
or other type of regulated entity.  In the U.S., we use the ISDA 
Multicurrency - Cross Border boilerplate and incorporate most of the ISDA 
municipal language and some of our own into the Schedule for municipals and 
governmental entities.  However, for public utilities which are general 
corporates (and not governmentally owned), we take a different approach and 
incorporate language which might trigger an "Additional Termination Event" 
for "regulatory type developments" (e.g., orders issued by a public utility 
commission) which would cause or might cause our master agreement to become 
void or unenforceable or similar swap agreements to become void or 
unenforceable.  For example:

"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." 

By fax, I will send you our Municipal Schedule.

Please advise as to changes in both the (i) Schedule and (ii) legal opinion 
for both (a) public utilities (corporates, non-governmental) and governmental 
entities (municipals, public agencies, governmental utilities, etc.).  Please 
call if you have any questions.  Regards.  Sara