The language that I sent in yesterday's draft is what we agreed.  I made the 
same point you raised - that consent wasn't relevant.




   
	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.
>
>
>