Here is the language which I previously requested from GE:


Winston & Strawn has asked that the following be added to the Consents
to Assignment (e.g., in the "Successors and Assigns" paragraph):

"WestLB is an express third-party beneficiary of this Consent."





"Timothy Oxley" <TOxley@winston.com> on 12/14/2000 09:18:28 AM
To: <Kay.Mann@enron.com>
cc: <robtaylor@andrews-kurth.com> 

Subject: Re: GE Release

I have never seen the language requested before and have not signed off on 
it.  Rob Taylor and I only discussed the concept because I had never seen a 
draft of the Consent until a signed copy was delivered to me yesterday.

>>> <Kay.Mann@enron.com> 12/14/00 08:47AM >>>

This language is different that what GE was told was requested before.  I
am more comfortable going back to GE with what was requested previously.

Kay




"Timothy Oxley" <TOxley@winston.com> on 12/13/2000 08:38:52 PM

To:   <Kay.mann@enron.com>
cc:   <robtaylor@andrews-kurth.com>

Subject:  GE Release

Pursuant to the request of Rose Engeldorf, the following is the
suggested language for insertion into the GE Consent:

"Each of GE Packaged Power and GE acknowledge that WestLB is a third
party beneficiary of this Consent and shall be entitled to enforce its
provisions against GE Packaged Power and GE, respectively, as if a
party to this Consent."