Gerald, the text below is from a financing agreement that involved a Mexican 
company.  I would use from it what you can but would talk to Andy Edison as 
to what would work in your agreement and whether he has any specific form.  
There are two critical issues related to your deal -- one is to get a US 
court to be able to recognize the arbitration award and two would be in the 
event that your Mexican counterparty does not have assets in the US, then you 
would want to next be able to a Mexican court to recognize and enforce  your 
US court judgment enforcing your arbitration award.

1.01 SUBMISSION TO JURISDICTION; PROCESS AGENT; WAIVER OF JURY TRIAL.  

(A)   SUBMISSION TO JURISDICTION.  ANY SUIT, ACTION OR PROCEEDING WITH 
RESPECT TO THIS AGREEMENT OR THE NOTES OR ON ANY JUDGMENT ENTERED BY ANY 
COURT IN RESPECT THEREOF MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW 
YORK, AND EACH PARTY HEREBY SUBMITS TO THE JURISDICTION OF SUCH COURTS FOR 
THE PURPOSE OF ANY SUCH SUIT, ACTION, PROCEEDING OR JUDGMENT (AND WAIVES FOR 
SUCH PURPOSE ANY OTHER JURISDICTION BY REASON OF ITS PRESENT OR FUTURE 
DOMICILE OR OTHERWISE AND ANY CLAIM OF INCONVENIENT FORUM).  EACH PARTY 
HERETO FURTHER SUBMITS, FOR THE PURPOSE OF ANY SUITS, ACTIONS OR PROCEEDINGS 
AGAINST IT, TO THE JURISDICTION OF THE APPROPRIATE COURTS OF ITS DOMICILE.  
TO THE EXTENT THAT ANY OF THE COMPANY OR THE GUARANTORS HAS OR HEREAFTER MAY 
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS 
(WHETHER FROM SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN 
AID OF EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS 
PROPERTY, EACH OF THE COMPANY AND THE GUARANTORS HEREBY IRREVOCABLY WAIVE 
SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT, THE NOTES 
OR THE SECURITY DOCUMENTS.

(B)  SERVICE OF PROCESS.  THE COMPANY WAIVES PERSONAL SERVICE OF ANY PROCESS 
UPON IT AND IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY WRITS, 
PROCESS OR SUMMONSES IN ANY SUIT, ACTION OR PROCEEDING BY THE MAILING THEREOF 
BY ANY AGENT OR EPCO BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE 
COMPANY OR GUARANTORS ADDRESSED TO THEIR PROCESSING AGENT.  NOTHING HEREIN 
SHALL IN ANY WAY BE DEEMED TO LIMIT THE ABILITY OF ANY AGENT OR EPCO TO SERVE 
ANY SUCH WRITS, PROCESS OR SUMMONSES IN ANY OTHER MANNER PERMITTED BY 
APPLICABLE LAW.  THE COMPANY AND EACH OF THE GUARANTORS IRREVOCABLY WAIVES 
ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF 
VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR 
HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT 
TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR 
DELIVERED IN CONNECTION HEREWITH IN ANY JURISDICTION SET FORTH ABOVE.  EACH 
OF THE COMPANY AND THE GUARANTORS FURTHER AGREES THAT SERVICE OF ALL WRITS, 
PROCESS AND SUMMONSES IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE 
STATE OF NEW YORK MAY BE MADE UPON CT CORPORATION SYSTEM (&PROCESS AGENT8) 
PRESENTLY LOCATED AT NEW YORK, NEW YORK, U.S.A. AND EACH OF THE COMPANY AND 
THE GUARANTORS HEREBY IRREVOCABLY APPOINTS THE PROCESS AGENT AS ITS TRUE AND 
LAWFUL AGENT FOR THE SERVICE OF PROCESS IN ITS NAME, PLACE AND STEAD TO 
ACCEPT SUCH SERVICE OF ANY AND ALL SUCH WRITS, PROCESS AND SUMMONSES, AND 
AGREES THAT THE FAILURE OF THE PROCESS AGENT TO GIVE ANY NOTICE OF ANY SUCH 
SERVICE OF PROCESS TO THE COMPANY OR THE GUARANTORS SHALL NOT IMPAIR OR 
AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY JUDGMENT BASED THEREON.  THE 
COMPANY AND THE GUARANTORS AGREE TO MAINTAIN AT ALL TIMES AN AGENT WITH 
OFFICES IN NEW YORK TO ACT AS ITS PROCESS AGENT AS AFORESAID, AND TO GIVE 
ADVANCE NOTICE OF ANY CHANGE OF SUCH PROCESS AGENT. TO THE EXTENT THAT ANY OF 
THE COMPANY OR THE GUARANTORS HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM 
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER FROM SERVICE OR 
NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, 
EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH OF THE 
COMPANY AND THE GUARANTORS HEREBY IRREVOCABLY WAIVE SUCH IMMUNITY IN RESPECT 
OF ITS OBLIGATIONS UNDER THE LIQUIDITY DOCUMENTS.

(C) WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY 
RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING 
IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO 
OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH 
THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR 
DELIVERED IN CONNECTION HEREWITH.  EACH OF THE PARTIES HERETO AGREES AND 
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE 
DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN 
ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN 
EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO 
TRIAL BY JURY.

(D)   WAIVER OF BOND.  THE COMPANY WAIVES THE POSTING OF ANY BOND OTHERWISE 
REQUIRED OF ANY PARTY HERETO IN CONNECTION WITH ANY JUDICIAL PROCESS OR 
PROCEEDING TO REALIZE ON THE COLLATERAL, ENFORCE ANY JUDGMENT OR OTHER COURT 
ORDER ENTERED IN FAVOR OF SUCH PARTY, OR TO ENFORCE BY SPECIFIC PERFORMANCE, 
TEMPORARY RESTRAINING ORDER, PRELIMINARY OR PERMANENT INJUNCTION, THIS 
AGREEMENT OR ANY OTHER LIQUIDITY DOCUMENT.

(E)   ADVICE OF COUNSEL.  EACH OF THE PARTIES REPRESENTS TO EACH OTHER PARTY 
HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE PROVISIONS 
OF THIS SECTION 9.08, WITH ITS COUNSEL.