Jeff, 
        Please look at the attached form of Assignment for the assignment of the Guadalupe Contract effective November 1, 2001.  If it is okay, please have it executed and returned to me.   
----- Forwarded by Daniel J Hyvl/AEPIN on 12/07/01 01:26 PM ----- 
	"Phil Schnorbach" <PSchnorbach@tielp.com> 12/07/01 10:49 AM  Please respond to PSchnorbach  	                 	

Date:         12/07/2001 10:49:40 AM 
From:        "Phil Schnorbach" 
To:          <djhyvl@aep.com>, <smbraband@aep.com> 
cc:          "GANNAWAY,BYRON" <bgannaway@tielp.com>, "LIGHTBOURN, JOHN" <JLightbourn@tielp.com>, "LINENWEBER, DOUGLAS" <DLINENWEBER@tielp.com>, "MAERZ, JILL" <JMaerz@tielp.com>, "OVERTURF, SHERYL" <soverturf@tielp.com>, <jcoffey@enron.com> 
Subject:  FW: GPP Consent to Assignment 
Dan and/or Sandy - As I requested yesterday, we would like to get a copy of the actual assignment of the Gas Contract from Enron to HPL.  It has become even more important for us to receive that as our accounting group wants to know who it should be paying and, as you can understand, we need to assure ourselves that HPL was the actual contracting party and, therefore, is owed the money for gas purchased thereunder before we release the money to HPL.  Also, it will be important to see what date the assignment occurred and, if Enron and HPL want payments to occur that are different than the effective date of the assignment, we will need to receive proper authorizations from both parties indicating  different payment scheme.  Thus, if the assignment is effective on Dec. 1, we will pay Enron for all gas purchased thereunder through Nov. 30 unless instructed otherwise (and we will need both parties' concurrence on this)! .  Until we get proper authorization, our accounting people have been told to hold the money owed so we pay the proper party.  In this connection, it would be helpful to get this information as soon as possible.  If you have any questions regarding this, please call me at (972) 628-2750 or Doug Linenweber in accounting at (972) 628-2755.  Thank you. 
  
Phil Schnorbach         
  
  
  
  
-----Original Message-----
From: Phil Schnorbach [mailto:PSchnorbach@tielp.com]
Sent: Thursday, December 06, 2001 11:03 AM
To: 'djhyvl@aep.com'; 'smbraband@aep.com'
Subject: FW: GPP Consent to Assignment
 
Dan and/or Sandy- As you can see from the notes below, Jim Coffey suggested that I contact you to obtain a copy of the actual assignment between Enron and Houston Pipe Line Company regarding the assignment of the Gas Contract with Guadalupe Power Partners.  Could you send me a copy at the following address: 
  
Phil Schnorbach 
Guadalupe Power Partners, LP 
13760 Noel Road 
Suite 930 
Dallas, TX  75240 
  
and a fax copy at (972) 490-4635.  Thank you. 
  
  
  
-----Original Message-----
From: Coffey Jr., Jim [mailto:Jim.Coffey@ENRON.com]
Sent: Thursday, December 06, 2001 10:38 AM
To: SCHNORBACH, PHIL
Cc: bjhyvl@aep.com; smbraband@aep.com; Redmond, Brian; Hodge, Jeffrey T.; janet@dtahou.com; Martin, Thomas A.
Subject: GPP Consent to Assignment
 
Phil 
  
Pleae work directly with Dan Hyvl and Sandy Braband at AEP to forward you copies of the executed assignment agreements.  Also from my discussions with Dan Hyvl, the guarantee should be sent from AEP to you this week as well.  Please let me know if you need anything else from Enron.   
  
thanks. 
  
Jim Coffey 
-----Original Message-----
From: Phil Schnorbach [mailto:PSchnorbach@tielp.com]
Sent: Wednesday, December 05, 2001 11:07 AM
To: Coffey Jr., Jim
Subject: RE: Consent to Assignment
 
Jim- Could we get a copy of the assignment itself so we can know with certainty that the assignment occurred.  Thanks. 
-----Original Message-----
From: Coffey Jr., Jim [mailto:Jim.Coffey@ENRON.com]
Sent: Tuesday, December 04, 2001 4:55 PM
To: SCHNORBACH, PHIL
Subject: RE: Consent to Assignment
 
I have received it.  Is there anything else that you need from me? 
-----Original Message----- 
From: Phil Schnorbach 
Sent: Fri 11/30/2001 5:12 PM 
To: Coffey Jr., Jim 
Cc: 
Subject: RE: Consent to Assignment
 Jim- As we discussed on the phone, I faxed an executed copy to you and to Dan Hyvl. -----Original Message----- 
From: Coffey Jr., Jim [mailto:Jim.Coffey@ENRON.com
 - Assignment of Contract (HPL).doc