Hi Lee,

Opps.  I forgot to send this to you.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 11/28/2000 03:23 
PM ---------------------------


Kay Mann
11/28/2000 03:16 PM
To: michael.barnas@ps.ge.com, stephen.swift@ps.ge.com, 
kent.shoemaker@ae.ge.com, Sheila Tweed/HOU/ECT@ECT, Roseann 
Engeldorf/Corp/Enron@ENRON, Lisa Bills/Corp/Enron@ENRON, Ben 
Jacoby/HOU/ECT@ECT, Scott Dieball/ENRON_DEVELOPMENT@ENRON_DEVELOPMENt
cc:  

Subject: World Hunger assignment

Here's another stab at the assignment clause for the World Hunger contract 
for your consideration:


Except as described in Section __ [next paragraph] 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, conditioned or delayed.

Notwithstanding the foregoing:  (i) Purchaser, Seller or Agent may assign any 
or all of their duties or rights to any Affiliate or subsidiary without the 
other,s consent; (ii) Purchaser or Agent may assign any or all of its duties 
or rights to any Affiliate of Enron Corp., without Seller,s consent, and 
(iii) Purchaser or Agent may assign any or all of its rights and obligations 
without Seller,s consent following [appropriate milestone].  In each instance 
the assignment shall be effective as of the time the assignor delivers notice 
to the other party in accordance with [Section ]. [form to be agreed now?]

Seller shall only be deemed to be reasonable in withholding its consent if 
the proposed assignee: (i) does not have a credit rating of [___] unless (a) 
the proposed assignee provides appropriate guaranties, letters of credit or 
other assurances of payment issued by an entity or person with a credit 
rating of [__], or (b) the assignor agrees to remain liable for all liability 
under this Agreement until [appropriate milestone], or (c) is a party 
participating in or providing financing or financing structures, including, 
without limitation, structures related to leasing arrangements and project 
financing, including a special purpose vehicle receiving financing to develop 
and/or construct the project for which Purchaser or Agent purchased the 
Equipment, if Purchaser or Agent has provided reasonably satisfactory 
representations concerning the sufficiency of the financing arrangement, or 
(d) final payment (except for the retention amount) has been made to Seller;  
(ii) is a direct competitor of Seller in the turbine manufacturing business, 
(iii) is an adverse party to Seller in any material litigation, or (iv) if 
purchasing the Equipment, such assignee is not purchasing such Equipment (or 
rights thereto) as part of a transaction in which Purchaser, Agent or their 
Affiliates is providing related goods and/or services to such assignee.  

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.

In the instances where consent is required, the party requesting consent 
shall request such consent in writing, including the following:

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

(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, if available.

Seller shall respond to any request for consent within thirty (30) days 
following its receipt of such request.   Seller,s consent if granted shall be 
in the form of Appendix __ hereto.  Any failure to respond in writing within 
the foregoing period shall be deemed to constitute consent.

When duly assigned in accordance with this Article, (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 this Agreement and such liabilities and 
obligations herein, and (iii) Seller shall look only to such assignee for the 
performance of the obligations so assigned.  Any assignment other than as 
permitted herein shall be void and without force or effect.


[Here's the electronic version]