Message-ID: <26617625.1075845883390.JavaMail.evans@thyme>
Date: Tue, 28 Nov 2000 07:16:00 -0800 (PST)
From: kay.mann@enron.com
To: michael.barnas@ps.ge.com, stephen.swift@ps.ge.com, kent.shoemaker@ae.ge.com, 
	sheila.tweed@enron.com, roseann.engeldorf@enron.com, 
	lisa.bills@enron.com, ben.jacoby@enron.com, scott.dieball@enron.com
Subject: World Hunger assignment
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Here's another stab at the assignment clause for the World Hunger contract=
=20
for your consideration:


Except as described in Section __ [next paragraph] neither Party shall assi=
gn=20
any or all of their duties or rights under this Contract without prior=20
written consent from the other Party; such consent not to be unreasonably=
=20
withheld, conditioned or delayed.

Notwithstanding the foregoing:  (i) Purchaser, Seller or Agent may assign a=
ny=20
or all of their duties or rights to any Affiliate or subsidiary without the=
=20
other=01,s consent; (ii) Purchaser or Agent may assign any or all of its du=
ties=20
or rights to any Affiliate of Enron Corp., without Seller=01,s consent, and=
=20
(iii) Purchaser or Agent may assign any or all of its rights and obligation=
s=20
without Seller=01,s consent following [appropriate milestone].  In each ins=
tance=20
the assignment shall be effective as of the time the assignor delivers noti=
ce=20
to the other party in accordance with [Section ]. [form to be agreed now?]

Seller shall only be deemed to be reasonable in withholding its consent if=
=20
the proposed assignee: (i) does not have a credit rating of [___] unless (a=
)=20
the proposed assignee provides appropriate guaranties, letters of credit or=
=20
other assurances of payment issued by an entity or person with a credit=20
rating of [__], or (b) the assignor agrees to remain liable for all liabili=
ty=20
under this Agreement until [appropriate milestone], or (c) is a party=20
participating in or providing financing or financing structures, including,=
=20
without limitation, structures related to leasing arrangements and project=
=20
financing, including a special purpose vehicle receiving financing to devel=
op=20
and/or construct the project for which Purchaser or Agent purchased the=20
Equipment, if Purchaser or Agent has provided reasonably satisfactory=20
representations concerning the sufficiency of the financing arrangement, or=
=20
(d) final payment (except for the retention amount) has been made to Seller=
; =20
(ii) is a direct competitor of Seller in the turbine manufacturing business=
,=20
(iii) is an adverse party to Seller in any material litigation, or (iv) if=
=20
purchasing the Equipment, such assignee is not purchasing such Equipment (o=
r=20
rights thereto) as part of a transaction in which Purchaser, Agent or their=
=20
Affiliates is providing related goods and/or services to such assignee. =20

Purchaser or Agent shall have the right to assign or pledge, from time to=
=20
time, all or any portion of their respective right, title and interest in, =
to=20
and under the Agreement as collateral for financing of this Facility withou=
t=20
Seller=01,s consent.

In the instances where consent is required, the party requesting consent=20
shall request such consent in writing, including the following:

(a) the legal name and address and the form and place of incorporation or=
=20
organization of the proposed assignee; and,

(b) the current published annual report of the proposed assignee, or if no=
=20
such report is published three years of audited financial statements and a=
=20
description of the proposed assignee=01,s business, if available.

Seller shall respond to any request for consent within thirty (30) days=20
following its receipt of such request.   Seller=01,s consent if granted sha=
ll be=20
in the form of Appendix __ hereto.  Any failure to respond in writing withi=
n=20
the foregoing period shall be deemed to constitute consent.

When duly assigned in accordance with this Article, (including, following a=
ny=20
collateral assignment, upon foreclosure by any collateral assignee), (i) th=
is=20
Agreement or the rights and/or obligations so assigned shall be binding upo=
n=20
and shall inure to the benefit of the assignee (and all rights and/or=20
obligations so assigned, including, without limitation, any and all warrant=
y=20
rights, shall be assigned to the assignee as if such assignee were an=20
original party hereto), (ii) the assignor shall be irrevocably relieved of=
=20
and forever discharged from all liability under this Agreement so long as t=
he=20
assignee executes an assumption of this Agreement and such liabilities and=
=20
obligations herein, and (iii) Seller shall look only to such assignee for t=
he=20
performance of the obligations so assigned.  Any assignment other than as=
=20
permitted herein shall be void and without force or effect.


[Here's the electronic version]