Thanks Al.  I was going there.

 -----Original Message-----
From: 	"Alan C. Kohler" <AKohler@wolfblock.com>@ENRON  
Sent:	Tuesday, November 06, 2001 10:40 AM
To:	Leibman, Lara
Subject:	Re: assignment clause

The clause would allow either party to, for example, provide a lender with a security interest by treating the Agreement as an assett.  Of course, this presumes the Agreement has value (of course any value is depleted by the opt-in provisions of the Telecommunications Act).  If I know where your going, I don't think a security interest would overide Verizon's right to approve the transfer of the Agreement to a third party (except maybe in bankruptcy).  However, the only conceivalbe reason I could see Verizon objecting to a transfer is, for example, the parent guaranty or self-insurance provisions -- depending on the nature of the transferee.

>>> "Leibman, Lara" <Lara.Leibman@ENRON.com> 11/06/01 11:25AM >>>
Al,

With regard to the discussion that we had concerning assignment, please
let me know your interpretation of the following clause in Verizon's
Level 3 assignment language: "The forgoing shall not be construed to
prevent a Party from granting a security interest in this Agreement."
I'm curious as to how this jives with what you told me about the stock
vs. asset scenarios -- i.e., if someone buys our stock, we don't need to
do anything vs. if someone buys our assets, legally we need Verizon to
agree to transfer the contract to the buyer (but practically, Verizon
has agreed in the past to do this on an informal basis).  Like you, I
would prefer to leave this alone for now until we absolutely need
Verizon to insert some language in the agreement that covers the
particular scenario that may evolve shortly.

Thanks.

Lara


Lara Leibman
Director, Government Affairs
Enron Corp
713.853.9193 (direct)
713.851.7770 (cellular)
Lara.Leibman@enron.com



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