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Enron Mail |
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. < ****************************************************************** This email and any files transmitted with it from El Paso Energy Corporation are confidential and intended solely for the use of the individual or entity to whom they are addressed. If you have received this email in error please notify the sender. ******************************************************************
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