Subject: LOU - August 4th
From: [email-masked]
To: [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked]
Cc: [email-masked], [email-masked], [email-masked], [email-masked]
Date: Sun, 6 Aug 2000 06:04:00 -0700 (PDT)

Eva,

I have reviewed the latest draft of the LOU and the document reflects all the 
changes with one major exception, the purchase price not reflecting a value 
of $204 million.  On Friday morning, I spoke with Mark Whitt and thought we 
had come to agreement on a basket of negotiated items, the Purchase Price, 
Specified Geographical Area, and Buyer's Rights.  It was my position that 
these items were all tied together.  In the subsequent meeting in the 
afternoon, you and I participated in a meeting with ENA concerning final 
comments on the LOU.  Their earlier meeting with Dave DeLainey was discussed 
and nothing was mentioned concerning the purchase price when discussing 
changes to the LOU.   Northern Border did bring up the discussion on an 
exclusivity clause.  A change in purchase price was not discussed by ENA.  

In addition, on Friday afternoon John Jesse and I had a conference call with 
Ranabir Dutt and Brian Bierbach concerning the note term sheet.  It was 
agreed that Northern Border would pursue a note with its bank syndicate and 
rely on ENA in a fallback situation, if John through discussions with bankers 
next week gets comfortable with that approach.

I am surprised at $205 million purchase price in ENA's latest LOU and will 
talk to Mark about the purchase price on Monday morning before the meeting 
with Gulfstar.  If ENA does not agree with the $204,000,000.00 purchase 
price, Northern Border will have to make adjustments in the Buyer's Rights 
section.  Clauses (i) and (ii) will need to be deleted, as this was agreed to 
by Northern Border at a $204 million purchase price.   In addition, this 
might affect Northern Borders comfort level in relying on ENA in a fallback 
position for a note, as Jerry Peters had expressed some concerns to John and 
I regarding this approach. 

I will try to call you before 11:00 a.m. on Monday  to give you an update on 
this matter.

Paul