Message-ID: <2670759.1075859987401.JavaMail.evans@thyme> Date: Fri, 25 Feb 2000 06:44:00 -0800 (PST) From: david.forster@enron.com To: david.minns@enron.com Subject: Re: EnronOnline Cc: paul.smith@enron.com, mark.taylor@enron.com, paul.goddard@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: paul.smith@enron.com, mark.taylor@enron.com, paul.goddard@enron.com X-From: David Forster X-To: David Minns X-cc: Paul Smith, Mark Taylor, Paul Goddard X-bcc: X-Folder: \Mark_Taylor _Dec_2000\Notes Folders\Notes inbox X-Origin: Taylor-M X-FileName: mtaylor.nsf David, Thanks for your email. I noted a few points which I hope may be helpful: - re: your comment: "Obviously we are in a position to have different GTCs for different counterparties" - Please note that we are able to carry up to two versions of the GTC Online - One with the collateral clause and one without - and the assignment of GTC has been done by the credit dept. based on creditworthiness of the customer. Of course, this does not impact our ability to enter into separate Master Agreements or side letters which amend the terms of the GTC for specific customers - we just can't carry copies of this amendment electronically on EnronOnline. - Will you look after registering EnronOnline as a business name? - I have asked Paul Goddard to check regarding the trademarking activities and internet domain registration undertaken so far for EnronOnline in Australia. - Can you provide some details as to the criteria required in assessing the "Exempt Futures Market Declaration"? Does this apply to ourselves as well as our customers? Will we need to incorporate this into our review of Australian customers and/or any customers outside of Australia who wish to trade Australian power (if any)? - Please note that the new EnronOnline home page screen states "EnronOnline prices are firm". I assume this does not cause any problems for Austrlian law regarding the legal definition of "Invitation to Treat", "Offer" and "Acceptance"? Please note also the related information on the "Click for Details" link on the homepage. - The comments in the Mallesons document regarding 3. "Enron Responds to the Offer" are not strictly correct. The customer is essentially only able to select a volume equal to or less than that shown on EnronOnline and can only submit a price which is shown on EnronOnline (please call me for a more detailed discussion of the price range function if needed). Enron can only reject such Offers if the customers' credit limit is insufficient, or if the price or volume is no longer on the system at the instant in which the customers' offer hits our database. The acceptance/rejection of a customer's offer at our database is entirely automatic and nearly instantaneous. - 5. "Confirmation Exchanged" - although we currently issue faxed confirmations, please note that under EnronOnline, we are not under obligation to do so - the electronic confirmation is deemed sufficient. - Does the first PA amendment read correctly? (also the first ETA amendment) - GTC amendment: Do we need to reference "ISDA"? Is it not possible at some time now or in the future, to have a non-ISDA master? Dave David Minns@ENRON_DEVELOPMENT 02/25/2000 08:26 AM To: Paul Smith/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT cc: Mark Taylor@ECT, Paul Quilkey/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, David Forster/LON/ECT@ECT Subject: EnronOnline Attached is a draft advice from Mallesons on EnronOnline. Of immediate concern to us are the form of the various agreements for the road show next week. Mallesons have suggested some minor attachments. These are in the annexes to the advice. Following are my comments Password Agreement - Fine, seems a good to give address for notices etc. ETA - I asked Mallesons to consider the wording of the indemnity clause under Australian law. The major concern is that in Australia special damages has a near opposite meaning to the US. The suggested amendment to clause 3(c) I believe we could dispense with. It relates to a concern that an Enron acceptance may be accessible on the Website Server. However, from what I have been told this is not a foreseeable eventuality. GTCs - Minor changes. The only one we are unlikely to incorporate relates to the collateral clause. Obviously we are in a position to have different GTCs for different counterparties As a next step Paul I will give you copies of the Password Agreement and the ETA for inclusion in Road Show. I expect to settle the advice early week and will circulate it. ---------------------- Forwarded by David Minns/ENRON_DEVELOPMENTon 02/25/2000 05:44 PM --------------------------- "Farrell, Scott" on 02/24/2000 03:52:20 PM To: "'david.minns@enron.com'" cc: "James, Martin" Subject: EnronOnline Mallesons Stephen Jaques Confidential communication David Please find attached a further draft of the advice marked up to show the changes made from the previous draft. <<0437047.DOC>> In particular please note: * that we have suggested amendments to the agreements in the schedule - if these are acceptable for use we will accept the revision mode in the final version. If they are not, please let us know. * as certain negative prices are now possible, it is expected that an AFMA endorsed amendment to the clause relating to negative prices and market disruption events will be prepared - this would need to be included in the GTCs (and your ISDAs) * it would not seem practical to include the collateral language in the GTCs only in respect of some clients (as the GTCs are standard provisions). Would collateral arrangements in relation to particular clients using GTCs be best documented separately? * will offers on EnronOnline be considered by a EAF trader in Australia before being accepted? * the trade practices material can be completed whenever it is convenient for one of our trade practices lawyers to review the working site as a whole. Best regards Scott Farrell Senior Associate Mallesons Stephen Jaques Sydney Direct line (61 2) 9296 2142 Fax (61 2) 9296 3999 - 0437047.DOC