The current form does not have the subcontract assignability language
and I agree that I am not sure we need 22.3.   Question to the team,
should I just put in the first part? Do we need language regarding an
Enron Corp. guarantee?

-----Original Message-----
From: John.G.Rigby@enron.com [mailto:John.G.Rigby@enron.com]
Sent: Wednesday, May 23, 2001 6:37 PM
To: Thompson, Peter J.
Cc: Kay.Mann@enron.com; Sheila.Tweed@enron.com; Scott.Dieball@enron.com
Subject: Old (Moldy by now) assignment language text.


Peter:

Below is assignment language that we used in our going master before we
entered into the era of the off balance sheet structures.  I do not
recall
whether we have the subcontract assignability language.  I question
whether
we need 22.3.


This  Agreement or any right or obligation contained herein may be
assigned
by Purchaser without Seller's consent to:

(i)  an Affiliate;

(ii)  a  Joint  Venture, Partnership, or other similar entity in
which
Purchaser  or  Purchaser's  Affiliate  is  a venturer, partner
or
participant;

(iii)     Owner;

(iv) Lender; or

(v)   to  any  entity  for  the  purposes  of financing or sale of
the
Facility.

Except  for  (i)  through  (v)  above,  this  Agreement  may be assigned
by
Purchaser  to  other  parties only upon the prior written consent of
Seller
which shall not be unreasonably withheld.  When duly assigned in
accordance
with the foregoing, this Agreement shall be binding upon and shall inure
to
the  benefit  of  the  assignee; any other assignment by Purchaser shall
be
void and without force or effect.

22.3     Agreement  with  Lender.   Seller  agrees  that  if  requested
by
Purchaser,  Seller  shall  enter  into a direct agreement with Lender
under
which Lender is permitted to "step into" this Agreement.

22.4    Assignment  of  Vendor  Agreements.  All Seller's subcontracts
with
Vendor  which  have  prices equal to or greater than $500,000 shall
include
provisions  giving  Seller  an  unrestricted  right  to assign the
relevant
subcontract  and  call  benefits,  interests,  rights  and  cause of
action
arising under it to Purchaser without Vendor's prior permission.