Message-ID: <20329758.1075844940171.JavaMail.evans@thyme> Date: Tue, 11 Jul 2000 05:35:00 -0700 (PDT) From: robert.hill@enron.com To: shelley.corman@enron.com, janet.place@enron.com, eva.neufeld@enron.com Subject: Mktg. Affiliates Rule/Denver office/Project 20/20 Cc: bambi.heckerman@enron.com, ray.neppl@enron.com, stanley.horton@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: bambi.heckerman@enron.com, ray.neppl@enron.com, stanley.horton@enron.com X-From: Robert Hill X-To: Shelley Corman, Janet Place, Eva Neufeld X-cc: Bambi Heckerman, Ray Neppl, Stanley Horton X-bcc: X-Folder: \Stanley_Horton_1\Notes Folders\All documents X-Origin: HORTON-S X-FileName: shorton.nsf In Project 20/20, Northern Border Partners, LP (NBP), proposes the addition of 20 employees now located in Denver and working for Enron North America. These 20 employees have developed four packages of gathering assets in the Powder and Wind River Basins in the state of Wyoming. In 3 out of 4 of the packages it is a fractional ownership situation where NBP will not control the gathering company. NBP wishes to acquire these asset packages and the 20 people who presently manage them. The 20 individuals perform the following functions (1)Finance and Structuring (2)Commercial Development and Asset Management (3) Engineering and Operations (4) Deal Origination. The natural gas gathered by the subject gathering assets finds its way to market using the following interstate pipelines, Trailblazer, CIG, Kern River, and to a limited extent, Williston Basin, Kinder Morgan and MIGC. In numerous situations the gas will be purchased at the wellhead by ENA and transported through gathering systems to be owned in whole or in part by NBP. Those individuals who approve the purchase of the wellhead gas (and determine the pricing) are not included in the 20 employees who would come to work for NBP. ENA and NBP do contemplate future joint venture projects where ENA would buy and sell gas and NBP would build gathering systems. It is proposed that the 20 employees, located in Denver and led by an officer located there will be employees of a division of Northern Plains Natural Gas Company (a wholly owned sub of Enron and operator of Northern Border Pipeline Company). It is not intended that the 20 employees ever have duties with respect to the management or operation of NBPL. It is proposed that the Denver officer would report to the President of Northern Plains and the Chairman of NBP (Currently Larry Deroin). THE QUESTION: Do the FERC's standards of conduct regarding marketing affiliates impose restrictions on the deal as described or the individuals proposing to come to work at NPNG on behalf of NBP. If so, please describe the restrictions and suggest improvements in the proposed structure. ( Assume as a given that the 20 employees want to remain within the Enron family of companies.)