RE: Consent Assignment ,
 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


 <<New TW Consent.doc>> 
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 



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