Mitch,

The language in the draft I sent out yesterday reflects our agreement during 
the conference call.  They requested something along the lines of what is in 
the email you forwarded, but I believe they accepted the following language:

SWPC agrees that the Gleason and Wheatland contracts and associated 
warranties may be assigned to limited liability companies owned in whole or 
in part by an Enron entity pursuant to the terms and conditions of the 
Gleason and Wheatland contracts, and that Enron will not be required to 
maintain an equity position in either of these companies.  SWPC further 
acknowledges that the assignment of the contracts and the transfer of equity 
will not impact any warranties or other provisions of the assigned contracts.


How does this sound?

Kay


   
	Enron North America Corp.
	
	From:  Mitch Robinson                           12/11/2000 08:09 AM
	

To: Kay Mann/Corp/Enron@Enron
cc: Stuart Zisman/HOU/ECT@ECT, Ross Newlin/HOU/EES@EES 

Subject: FW: The proposed letter agreement between SWPC and Enron re Gleas 
on, et.al.

Kay -

No way.  My reading of the contract indicates that they can't withhold 
approval anyway.  Did they bring this up in Friday's conference call?

Mitch
---------------------- Forwarded by Mitch Robinson/Corp/Enron on 12/11/2000 
08:07 AM ---------------------------


DeKrey Lynn <Lynn.DeKrey@swpc.siemens.com> on 12/08/2000 12:07:47 PM
To: "Mitch Robinson (E-mail)" <Mitch.Robinson@enron.com>
cc: Monahan Bill <Bill.Monahan@swpc.siemens.com>, Saugstad Kathryn 
<Kathryn.Saugstad@swpc.siemens.com> 

Subject: FW: The proposed letter agreement between SWPC and Enron re Gleas 
on, et.al.


Mitch
SWPC requests that revision below be incorporated

Lynn DeKrey

> -----Original Message-----
> From: Saugstad Kathryn
> Sent: Friday, December 08, 2000 11:47 AM
> To: DeKrey Lynn
> Cc: Monahan Bill
> Subject: The proposed letter agreement between SWPC and Enron re
> Gleason, et.al.
>
>
> Lynn:
>
> I have compared the latest version of the settlement agreement provided by
> Enron  . . . . . . . . .  We do want to have approval on the assignments.
> Granted, SWPC will not unreasonably withhold the approval but, we need to
> keep this ability.
>
> Thus, Paragraph 5 should read:
>
> SWPC agrees that the Gleason and Wheatland contracts and associated
> warranties may be assigned to limited liability companies owned in whole
> or in part by an Enron entity pursuant to the terms and conditions of the
> Gleason and Wheatland contracts, and that SWPC's consent to such
> assignments will not be unreasonably withheld.  SWPC will honor warranty
> claims currently outstanding or asserted in the future by the contract
> assignee, assuming such assignment is in accordance with the terms and
> conditions of the Gleason and Wheatland contracts.
>
>
>