Not unreasonably withholding consent and agreeing to the assignment are a bit 
different in my mind.


   
	Enron North America Corp.
	
	From:  Mitch Robinson                           12/06/2000 02:57 PM
	

To: Kay Mann/Corp/Enron@Enron
cc: Don Miller/HOU/ECT@ECT, Stuart Zisman/HOU/ECT@ECT 

Subject: Re: SWPC Transfer  

Are we not saying the same thing?



Kay Mann
12/06/2000 12:13 PM
To: Mitch Robinson/Corp/Enron@Enron
cc: Don Miller/HOU/ECT@ECT, Stuart Zisman/HOU/ECT@ECT 

Subject: Re: SWPC Transfer  

2.  I believe SWPC further agreed that the assignment to the LLCs (and the 
subsequent transfer of equity) will not affect the terms of the contracts, 
including the warranties.



   
	Enron North America Corp.
	
	From:  Mitch Robinson                           12/05/2000 06:38 PM
	

To: Don Miller/HOU/ECT@ECT
cc: Stuart Zisman/HOU/ECT@ECT, Kay Mann/Corp/Enron@Enron 

Subject: SWPC Transfer

Don -

Please forward on to Allegheny.

In order to facilitate the smooth transfer of the assets, to close out the 
turbine purchase contracts, and to provide Allegheny with unused generation 
capability at Gleason, we are entering into an agreement with Siemens 
Westinghouse Power Corp ("SWPC") which will effect the Gleason and Wheatland 
facilities in the following way.

1.  Increase the permissible power level at Gleason on each of the turbines 
from 182mw to 185mw.  Specifically, SWPC will allow the three Gleason units 
to each have a maximum operating capability of 185,000kw and will reset the 
control curves accordingly.  SWPC further will agree that operation of the 
Gleason units up to and including 185,000 kw is within normal operating 
parameters and operation up to and including this level will not invalidate 
the warranty.  SWPC has agreed to make this change within one week after we 
give them authorization.

2.  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.

3.  SWPC agrees to assist Enron in providing technical information, including 
redacted copies of the purchase contracts, applicable technical bulletins, 
etc. to Allegheny.  This information will be limited to information which is 
currently available to Enron and of a technical nature only.

I believe all of these features are significantly beneficial to Allegheny.  
Please ask Allegheny for feedback, as we will be entering into the agreement 
by the end of the week.

Regards,

Mitch Robinson