Subject: IOU's: Online Trading
From: [email-masked]
To: [email-masked]
Cc: [email-masked]
Date: Mon, 17 Jan 2000 01:28:00 -0800 (PST)

I have reviewed Tana's list of North American utilities and have the 
following comments:

(1)  I have tried to eliminate all governmentals and regulated entities.  
However, I suggest that we ask Kevin Leitao to take a quick review for 
obvious errors.  (However, I don't want Kevin to prepare unlimited research 
on our behalf.  I'll discuss with him).

(2)  I suggest that we ask Canadian counsel to review Canadian utilities on 
authority/regulatory issues.  In my experience, Canadian outside counsel was 
reluctant to even comment on utilities located in provinces other than 
outside counsel's domicile.

(3)  The online omnibus does not contain the ISDA Section 3(c) rep as to 
absence of litigation.  This rep drags in governmental bodies and all 
agencies (hence, a state PUC).  Thus, online parties will rep as to authority 
to transact each time they trade but we will not know about potential PUC 
issues.  (Under the ISDA, a party would have to notifiy us of a "Regulatory 
Development" and we may have an Event of Default for failure to notify; we 
may also have a Termination Event under our current format).