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Enron Mail |
1. Agree to delete reference to Enron Corp. guarantee.
2. Agree that 22.3 probably not applicable in off-balance sheet projects but perhaps this language would apply in cases where this form contract is someday used outside of Enext. Since GE has already agreed to it and since we are stuffing the Enext provisions into the override letter maybe we should keep 22.3 in the form contract. John G Rigby 05/24/2001 06:17 PM To: "Thompson, Peter J." <pthompson@akllp.com<@ENRON cc: John.G.Rigby@enron.com, "Kay Mann (E-mail)" <kay.mann@enron.com<, "Scott Dieball (E-mail)" <scott.dieball@enron.com<, "Sheila Tweed (E-mail)" <Sheila.Tweed@enron.com< Subject: RE: Old (Moldy by now) assignment language text. I would let GE holler for the Enron Corp Guarantee. "Thompson, Peter J." <pthompson@akllp.com< 05/24/2001 05:39 PM To: <John.G.Rigby@enron.com< cc: "Kay Mann (E-mail)" <kay.mann@enron.com<, "Sheila Tweed (E-mail)" <Sheila.Tweed@enron.com<, "Scott Dieball (E-mail)" <scott.dieball@enron.com< Subject: 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.
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