Message-ID: <26547940.1075846734038.JavaMail.evans@thyme>
Date: Fri, 22 Sep 2000 08:29:00 -0700 (PDT)
From: susan.scott@enron.com
To: lorraine.lindberg@enron.com, aucoind@epenergy.com
Subject: TW/EPFS interconnect agreement
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You had a question about the meaning of Section 4.3.  Here's a brief 
explanation.

Section 4.2 covers indemnification in case one party gets sued by a third 
party for damage caused by negligence of the other party.  I'm OK with 
eliminating "stockholders" and the "...judgments of any nature..." clause you 
two spoke about on the phone as long as they come out of both subparagraphs 
a. and b.

Section 4.3 needs to stay in because it covers any potential action by EPFS 
against TW for damage to EPFS's facilities during the term of the agreement.  
TW is already obligated elsewhere in the agreement to construct and operate 
the facilities in accordance with industry practice, tariff and DOT 
standards.  Our policy in interconnect agreements is that if TW complies with 
these standards we should not then somehow be liable for damage to EPFS in 
case of explosion, etc.  In other words, both parties bear the risk attached 
to something unforeseeable going wrong notwithstanding use of industry and 
DOT standards.
(By the way, I believe the "notwithstanding anything in this Article 4 to the 
contrary" language should come out; I'm not sure why it's in the draft.)

Any questions -- please e-mail or call (713-853-0596).