John:
My fault.  It should say "succeeding Scheduled Payment Date" and Scheduled 
Payment Date is defined in Section 14 of the ISDA form.  As far as choice of 
law, we can go with NY although I disagree with your counsel, in that in 
order for the New York choice of law to be enforced by a court, the parties 
have to demonstrate some minimum relationship with the jurisdiction chose.

Carol St. Clair
EB 3892
713-853-3989 (Phone)
713-646-3393 (Fax)



	"Shuttee, John" <ShutteeJ@EPEnergy.com>
	05/31/2000 10:51 AM
		 
		 To: "'Carol St Clair'" <Carol.St.Clair@enron.com>
		 cc: "Shuttee, John" <ShutteeJ@EPEnergy.com>
		 Subject: NY vs. Texas Law and Definition


Carol - two issues:  First, dealing with the applicable law, you can see
from the copies message below, from our legal counsel, that we will not
accept Texas law.  Second, I looked through my ISDA booklets and cannot find
that term "Succeeding Payment Date" defined anywhere.  Can you specify where
it is defined?

John
****************************************************************************
*****************************************************
Answer from Legal:
We will not accept Texas law as the governing law over the ISDA. All of El
Paso's ISDA's are governed by New York law. The ISDA was created under NY
law by NY financial practitioners. There is substantial case law for ISDA's
using New York Law. The User's Guides reference NY case law. You do not have
to have a contact in New York. New York is not the venue, it is the
governing law.

Arbitration may be held in Houston, Texas, using New York law.

 -----Original Message-----
 From: Shuttee, John
 Sent: Tuesday, May 30, 2000 4:44 PM
 To: Nagel, Sheila
 Cc: Shuttee, John
 Subject: RE: Enron ISDA review - additional

 Regarding Part 4(h) on the use of Texas vs. NY law - Enron feels
that since both Parties are Texas entities, we should use Texas law.  Carol
St. Clair (Enron attorney) feels that Texas laws are adequate in dealing
with ISDA disputes, our lawyers know Texas law, and that we both would have
to have a connection or contact in NY to use NY law.

 What is your opinion?

> -----Original Message-----
> From: Carol St Clair [SMTP:Carol.St.Clair@enron.com]
> Sent: Tuesday, May 30, 2000 5:08 PM
> To: Shuttee, John
> Subject: Withholding Language
>
>
>
> ...provided, that (1) on the next Succeeding Payment Date, the
> non-transferring
> party will not be required to gross up its payments to the proposed
> transferee
> or receive payments from the proposed transferee net of withholding or
> deduction
> that would not otherwise be required hereunder or under applicable law in
> the
> absence of such proposed transfer and (2) such transfer will not give rise
> to a
> Termination Event or an Event of Default.
>


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