RE: Delta assignment and assumption

Nope. Carlos Sole (one of our lawyers) took the forms I gave him and fit it
to this deal. I do think the banks' lawyers weighed in.

Kay

"Shoemaker, Kent (GEAE)" <kent.shoemaker@ae.ge.com< on 04/23/2001 10:19:27 AM
To: "'Kay.Mann@enron.com'" <Kay.Mann@enron.com<
cc:

Subject: RE: Delta assignment and assumption

Did outside counsel write this?

-----Original Message-----
From: Kay.Mann@enron.com [mailto:Kay.Mann@enron.com]
Sent: Friday, April 20, 2001 10:57 AM
To: lee.johnson@ss.ps.ge.com; kent.shoemaker@ae.ge.com
Cc: Stephen.Thome@enron.com; Jake.Thomas@enron.com
Subject: Delta assignment and assumption

Hi there,

Here's the assignment and assumption agreement with the GE consent
included. Please let me know if you have any comments.

Thanks,

Kay

(See attached file: Final Delta Turbine Sale Turbopark Assignment &
Assumption Agmt with GE ack.DOC)

PS. In discussing the mechanism to move the turbines, it seemed that it
would work ok to assign the turbines out of the AIP. I can't find a flaw
with that approach.