RE: Language ,
 See below!!


From: paul.miller@ps.ge.com
To: stephen.swift@ps.ge.com, michael.barnas@ps.ge.com
Subject: RE: Consent to move Blue Dog and Pastoria
Date: Thu, 30 Nov 2000 08:35:17 -0500
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I have marked it up with my comments for our discussion.  Also,
1.  Is DevCo the "Agent" as stated in the first paragraph of the Consent, or
the "Buyer" (or both)?  If DevCo is not the Buyer, who is and shouldn't they
sign the Consent?

2.  I have not attempted to add the requirement for 15/18 months evidence of
the units going into a "real project" vs. staying in DevCo and thus
remaining in the financing structure because I don't know if it really
belongs in the Consent.  Remember the issue is that the financing is not
sufficient to pay for all of the units so some (how many?) must be
refinanced out before new ones can come in.  Failure to do this means we get
suspended/terminated.  Based on the direction from Stan for Entergy: seek to
get the right to stop if they can't show a project 15/18 from delivery, we
should discuss where we think this should go.

3.  Related to 2 above, we must have payment ahead of termination or an LC
for the delta.  We discussed an LC with Enron two phone calls ago and they
were going to check on the ability to get this.  The SPV must minimally show
the ability to pay the termination.  Has Commercial Finance looked at the
pay/terminate schedules?

I am back in the office tomorrow.

 <<GE Consent to AssignmentGE 11-30.DOC>>

C. Paul Miller
Finance Risk Manager
Energy Products
General Electric Company
1 River Rd., Bldg. 2 Room 555, Schenectady, NY 12345
Ph:  518-385-2095; Dial Com 8*235-2095
Fax: 518-385-7122; Dial Com 8*235-7122
E-mail paul.miller@ps.ge.com

> -----Original Message-----
> From: Swift, Stephen L (PS, CommOps)
> Sent: Wednesday, November 29, 2000 6:40 PM
> To: Barnas, Michael C (PS, Legal); Miller, Paul (PS, HQ)
> Subject: Consent to move Blue Dog and Pastoria
>
> Mike and Paul,
>
> Attached are my thoughts on the agreement.  I'm sure you will have better
> words regarding agents obligations in the event of Default by Devco.  I'm
> not sure what other reps and warrants we wanted to include in the
> structure.
>
> There will be two agreements that should have parallel comments.  The
> attached document covers a portion of the LM's , Blue Dog, Pastoria I and
> Pastoria II.  The second agreement that Kent forwarded to you today is for
> the remainder of the LM's.
>
> Hope this adds some clarity.
>
> Steve
>
>
>
>  << File: GE Consent to AssignmentGE 11-29.DOC >>

 - GE Consent to AssignmentGE 11-30.DOC
sheila.tweed@enron.com, ben.jacoby@enron.com, lisa.bills@enron.com, 