Message-ID: <25930621.1075855004828.JavaMail.evans@thyme> Date: Wed, 17 Oct 2001 14:03:40 -0700 (PDT) From: mblanco@calpine.com To: michelle.lokay@enron.com Subject: RE: Consent Assignment Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Michele Blanco X-To: Lokay, Michelle X-cc: X-bcc: X-Folder: \MLOKAY (Non-Privileged)\TW-Commercial Group X-Origin: Lokay-M X-FileName: MLOKAY (Non-Privileged).pst Hello Michelle, I received the fax'd/signed copy - thanks so much. Again, per my v-mail, I corrected the name of the Assignor company in the first signatory block (the Assignor is legally Calpine Construction Finance Corp.. - the successor to a merger with CPN South Point LLC), and I added Jake Rudisill's name and title in the first signatory block. So, I'll replace the first page of the document you are sending to me with the first page in this updated file, have signed, and return an executed copy to you/Lorraine. Thanks again - I appreciate your assistance! Michele A. Blanco, P.E. Manager, Asset Optimization Calpine Corporation - Western Region 4160 Dublin Blvd. Dublin, CA 94568-3139 (925) 479-6755 (925) 479-7311 Fax mblanco@calpine.com -----Original Message----- From: Lokay, Michelle [mailto:Michelle.Lokay@ENRON.com] Sent: Wednesday, October 17, 2001 8:49 AM To: Michele Blanco Subject: RE: Consent Assignment Upon our routing for exection yesterday, Legal made an additional change. I have attached an updated electronic agreement with this latest change (back to a three-part signature document) and will get this executed today. -----Original Message----- From: Michele Blanco [mailto:mblanco@calpine.com] Sent: Tuesday, October 16, 2001 4:37 PM To: Lokay, Michelle Subject: RE: The new Consent to Assignment Michelle, Thanks for facilitating. After Transwestern signs, we will ratify on/about the date of the closing. I will return the final ratified copy to your office. Please have signed, and fax to me - then, please mail original to me for ratification. Thanks again! Michele A. Blanco, P.E. Manager, Asset Optimization Calpine Corporation - Western Region 4160 Dublin Blvd. Dublin, CA 94568-3139 (925) 479-6755 (925) 479-7311 Fax mblanco@calpine.com -----Original Message----- From: Lokay, Michelle [mailto:Michelle.Lokay@ENRON.com] Sent: Tuesday, October 16, 2001 2:00 PM To: Michele Blanco Subject: RE: The new Consent to Assignment Michele, Tony wanted the title changed to "Ratification Agreement and Consent to Assignment" and the following sentence added: Effective as of _______, Assignee ratifies the Assigned Agreement, and assumes the obligations of Assignee thereunder, as if Assignee had been originally named therein. Question: Not being an attorney, shouldn't it read "assumes the obligations of Assignor"? The assignor is the original party, right? -----Original Message----- From: Michele Blanco [mailto:mblanco@calpine.com] Sent: Tuesday, October 16, 2001 2:23 PM To: Lokay, Michelle Subject: The new Consent to Assignment <> Michelle, My regrets for the delay in getting this to you - however, prompted by the comments supplied by your legal counsel, we've discovered, and are verifying, that the first Consent to Assignment Agreement that we forwarded to Lorraine referenced the WRONG Agreement - a possible mistake on our part, and if it turns out to be so, something we regret happened. Again, I will confirm once my legal team confirms. Instead, it has become (painfully) obvious that the Agreement that should have been referenced in the Consent to Assignment document is the Measurement and Control Facilities Operating Agreement dated February 12, 2001 between Transwestern and CPN South Point LLC ( now, Calpine Construction Finance Company, LP as successor by merger to CPN South Point LLC). The New Consent provided above has been modified and we suspect that no edits will be necessary: To confirm, South Point Energy Center, LLC will be funded with assets transferred from Calpine Construction Finance Company, LP at the closing scheduled for Oct. 18, 2001. Your facilitation of the Consent to Assignment is appreciated - pls. contact me with any questions. Michele A. Blanco, P.E. Manager, Asset Optimization Calpine Corporation - Western Region 4160 Dublin Blvd. Dublin, CA 94568-3139 (925) 479-6755 (925) 479-7311 Fax mblanco@calpine.com ********************************************************************** This e-mail is the property of Enron Corp. and/or its relevant affiliate and may contain confidential and privileged material for the sole use of the intended recipient (s). Any review, use, distribution or disclosure by others is strictly prohibited. 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