Fyi
---------------------- Forwarded by Kay Mann/Corp/Enron on 03/28/2001 02:40 
PM ---------------------------
From: Scott Dieball@ENRON_DEVELOPMENT on 03/09/2001 09:10 AM
To: Sheila Tweed/HOU/ECT@ECT, Kay Mann/Corp/Enron@Enron
cc:  

Subject: Re: Assignment in World Hunger Document


----- Forwarded by Scott Dieball/ENRON_DEVELOPMENT on 03/09/2001 09:01 AM 
-----

	Scott Dieball
	02/06/2001 04:33 PM
		
		 To: Roseann Engeldorf/Corp/Enron@ENRON, Kay Mann/Corp/Enron@Enron, Sheila 
Tweed/HOU/ECT@ECT@ENRON
		 cc: Lisa Bills/Enron@EnronXGate@ENRON
		 Subject: Re: Assignment in World Hunger Document

Thanks Rose for update re assignment language.

Kay/Sheila - Is the language below the same language presently in the form 
contract?  If the language is the same, then I gather from Rose that she is 
OK with it but thinks you may not be happy with it.  If instead the language 
is different, then we should run the form contract language past Rose for 
comments.  If the latter applies, please send the language to Rose (and copy 
me) as I am not sure if I have the latest version.

Scott





	Roseann Engeldorf@ENRON
	02/06/2001 03:55 PM
		 
		 To: Scott Dieball/ENRON_DEVELOPMENT@ENRON_DEVELOPMENt
		 cc: Sheila Tweed/HOU/ECT@ECT, Lisa Bills/Enron@EnronXGate, Kay 
Mann/Corp/Enron@Enron
		 Subject: Assignment in World Hunger Document

Our "world hunger" assignment discussions at year end were preempted by our 
"TurboPark" and "Electrobolt" assignment discussions in connection with 
moving the LMs and other GE contracts into the various off-balance sheet 
vehicles at year end.

I have attached a copy of the assignment provisions we agreed to with GE for 
those vehicles; they are fairly restrictive and I do not think the power 
lawyers or originators would be particularly happy with them.   They gave us 
the flexibility we needed for the financing, but I don't know that they are 
something Enron Corp. wants to live with in our template document.

Rose

22.2 Assignment by Purchaser or Agent.  
Neither Party shall assign any or all of their duties or rights under this 
Contract without prior written consent from the other Party; such consent not 
to be unreasonably withheld.  If the Purchaser wishes to obtain the Seller,s 
consent to the assignment of Purchaser,s duties or rights under this 
Contract, it shall request such consent in a writing which includes or 
incorporates:

(a) the legal name and address and the form and place of incorporation or 
organization of the proposed assignee;

(b) the current published annual report of the proposed assignee, or if no 
such report is published three years of audited financial statements and a 
description of the proposed assignee,s business; and

(c) a descriptive list of power generation projects completed by the assignee 
during the preceding year.

Seller shall respond to any request for consent within thirty (30) days 
following its receipt of such request.   
Notwithstanding the foregoing:
(w) any lender participating in or providing financing or financing 
structures, including, without limitation, structures related to leasing 
arrangements and project financing in respect of any Unit, may transfer or 
assign its rights associated with such Unit upon liquidation or foreclosure 
of such Unit in satisfaction of Purchaser,s obligations under such financing 
structure;
(x) either Party may without further consent by the other Party delegate or 
assign its duties or rights to any Affiliate or subsidiary; 
(y) Purchaser may without further consent of the Seller delegate or assign 
its duties or rights to any Affiliate of Enron Corp.; or
(z) if Purchaser holds or controls other material assets associated with the 
Facility into which any Unit will be installed (the &Transferred Facility8) 
and if Purchaser transfers of all or substantially all of its rights in and 
to such assets, Purchaser may without further consent delegate or assign its 
duties or rights associated with such Unit to the transferee of such other 
assets (the &Transferee8), provided that one of the following conditions has 
and continues to be fulfilled:

(i) prior to payment of the Purchase Amount, that Transferee (A) has provided 
financial guarantees reasonably satisfactory to the Seller and valid until 
such time as the Purchase Amount shall be paid in full, or (B) has 
demonstrated that it has credit rated by Standard & Poor,s at BBB- or better, 
and has agreed that if it fails to maintain such rating until the Purchase 
Amount shall have been paid in full that it will provide financial guarantees 
as described in subsection (A) above.
(ii) that Transferee shall provide representations reasonably satisfactory to 
Seller that a credit facility covering the Transferred Facility has been 
agreed and is operative.
Purchaser or Agent shall have the right to assign or pledge, from time to 
time, all or any portion of their respective right, title and interest in, to 
and under the Agreement as collateral for financing of this Facility without 
Seller,s consent.

When duly assigned in accordance with this Section (including, following any 
collateral assignment, upon foreclosure by any collateral assignee), (i) this 
Agreement or the rights and/or obligations so assigned shall be binding upon 
and shall inure to the benefit of the assignee (and all rights and/or 
obligations so assigned, including, without limitation, any and all warranty 
rights, shall be assigned to the assignee as if such assignee were an 
original party hereto), (ii) the assignor shall be irrevocably relieved of 
and forever discharged from all liability under this Agreement so long as the 
assignee executes an assumption of such liabilities, and (iii) the Seller 
shall look only to such assignee for the performance of the obligations so 
assigned.  Any assignment by Purchaser other than as permitted herein shall 
be void and without force or effect.
The parties hereto further agree and acknowledge that the foregoing 
provisions relating to this assignment will only control the assignment of 
Purchaser,s rights under this Agreement prior to the date upon which the 
Equipment achieves Takeover.  Following such date, Purchaser shall be 
permitted, without Seller,s consent, to: (i) assign its rights under this 
Agreement, (ii) convey any ownership interest that it may have in the 
Facility and/or (iii) convey any equity interest that it may have in the 
entity which owns the Facility.