I believe we are in a position to finish this contract today (or tomorrow) if 
we can get buy in on the change in assignment highlighted in red below (last 
paragraph of 22.2).  Previously, the unfettered right to assign arose at 
Acceptance.  This change allows us the flexibility to pay for a unit and 
assign it to anyone, and not have to wait until the unit is satisfactorily 
completed, installed, etc. 

Please let me know if this change is ok, and if WestLB will be in a position 
to sign this agreement tomorrow.

Thanks,

Kay

ARTICLE XXII.  ASSIGNMENT

22.1   Assignment by Seller.  This Agreement may not be assigned by Seller 
without the prior written consent of Purchaser, which shall not be 
unreasonably withheld.

22.2   Assignment by Purchaser.  This Agreement or any right or obligation 
contained herein may be assigned, from time to time, by Purchaser or Agent 
without Seller,s consent to:

(i) Agent (in the case of an assignment by Purchaser) or an Affiliate of 
either Purchaser or Agent;

(ii) a joint venture, partnership, limited liability company or other similar 
entity in which Agent or any of its Affiliates is a venturer, partner or 
participant with no less than a nineteen and one-half percent (19.5%) equity 
interest;

(iii) any Lender;

(iv) any Indemnified Party;

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

(vi) any party (1) for which Agent or any of its Affiliates has agreed to 
construct or develop a facility using the Equipment, or (2) to which the 
Agent or any of its Affiliates has agreed to convey a power plant project 
which it has under development; or

(vii) any contractor or developer (including, without limitation, Enron 
Engineering & Construction Company and/or NEPCO) which is retained by 
Purchaser or Agent or any of its Affiliates to construct or develop a 
Facility using the Equipment.

In the case of an assignment to a party described in (ii), (vi), or (vii) 
(other than  Enron Engineering & Construction or NEPCO), Seller shall be 
entitled to request and receive an appropriate guaranty, letter of credit, 
payment bond or other reasonable form of payment security, in amount not to 
exceed the amount of the Purchase Amount remaining to be paid at the time of 
the assignment, unless the assignor agrees to remain liable for all future 
liabilities under this Agreement.  A letter of guaranty, letter of credit, or 
payment bond provided by an entity rated BBB+ or better shall be deemed to be 
an appropriate form of security for the purpose of this provision.

Except for (i) through (vii) above, this Agreement or any rights or 
obligations hereunder may not be assigned by Purchaser or Agent to other 
parties without the prior written consent of Seller which shall not be 
unreasonably withheld, conditioned or delayed.  Seller agrees to respond to 
any request for consent within thirty (30) Days following its receipt of such 
request.  Any failure to respond within the foregoing time period shall be 
deemed to be a grant by Seller of its consent to the proposed assignment.  In 
determining whether Purchaser or Agent shall be permitted to assign this 
Agreement, Seller shall only be deemed to be reasonable in withholding its 
consent if the proposed assignee does not have substantially the same or 
better credit quality than Agent unless (a) the proposed assignee provides 
appropriate guaranties, letters of credit or other assurances of payment 
issued by an entity or person with substantially the same or better credit 
quality than Agent, or (b) the assignor agrees to remain liable for all 
future liability under this Agreement.  Purchaser or Agent shall have the 
right to assign or pledge, from time to time, all or any portion of its 
right, title and interest in, to and under the Agreement as collateral for 
financing of any Facility without Seller,s consent.

When duly assigned in accordance with the foregoing (including, following any 
collateral assignment, upon foreclosure by any collateral assignee) (i) this 
Agreement shall be binding upon and shall inure to the benefit of the 
assignee (and all rights hereunder, including, without limitation, any and 
all warranty rights, shall be assigned to the assignee as if such assignee 
were an original party hereto), and (ii) the assignor shall be irrevocably 
relieved and forever discharged of all liability under this Agreement so long 
as the assignee executes an assumption of such liabilities.  Any other 
assignment by Purchaser or Agent other than as permitted hereunder shall be 
void and without force or effect. 

Notwithstanding the generality of the foregoing, in connection with any 
assignment permitted under this Section 22.2 to any assignee, the Purchaser 
shall have the right, from time to time by Notice to Seller and without 
Seller,s consent, to (i) designate such assignee to be the successor of 
Purchaser hereunder, (ii) designate such assignee to be the successor of  
&Agent8 hereunder, (iii) designate such assignee as a sub-agent of the Agent 
hereunder, and (iv) designate that such assignee has succeeded to all of the 
rights and obligations of both Purchaser and Agent, whereupon 
(notwithstanding the first WHEREAS clause hereof, but subject to any 
subsequent appointment of an &Agent8 hereunder) each reference to &Purchaser8 
hereunder shall be deemed a reference to such assignee acting in its 
individual capacity and each reference to an &Agent8 herein shall be deemed 
deleted.

Upon any permitted assignment of the rights under this Agreement to acquire a 
Unit or Units, and the assumption (in accordance with the terms hereof) of 
the obligations related thereto, Seller shall enter into a separate purchase 
agreement with the permitted assignee (each, a &Facility Agreement8).  The 
terms of each Facility Agreement will be in strict conformity with the terms 
and conditions of this Agreement, except for site specific changes as agreed 
by the Seller and such assignee.  In no way shall the Facility Agreement 
increase the liability or responsibility of Seller, Purchaser, or Agent under 
this Agreement.

The parties further agree that the provisions of this Agreement relating to 
assignment will only control the assignment of Purchaser,s or Agent,s rights 
and obligations under this agreement prior to payment of the Purchase Amount 
(except for the Retention Amount) of the Unit to be assigned. Following 
payment of the Purchase Amount (except for the Retention Amount), Purchaser 
or Agent shall be permitted, without Seller,s consent, to: (i) assign all or 
part of its rights or obligations under this Agreement, (ii) convey any 
ownership interest that it may have in the Facility and/or (iii) convey any 
ownership interest that it may have in the entity which may own the Facility. 

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.
Enron Emails
Enron Emails