RE: Old (Moldy by now) assignment language text.

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.