Subject: NNG Hubbard
From: [email-masked]
To: [email-masked]
Cc: [email-masked]
Date: Thu, 13 Dec 2001 08:03:31 -0800 (PST)

Stuart,  I reviewed the contract files on the Hubbard Transaction and found the following agreements:

All these contracts are in Enron North America Corp.'s name

1.  Compression Services Agreement dated June 29, 2000 (I worked on this one.  We basically restated the existing Compression Services Agreement with NNG to revise conversion factors to allow NNG to deliver ENA more gas and thus allow ENA to mark more earnings.  NNG was able to book $2 mil of these earning as a fee paid by ENA to NNG in consideration for termination of the existing Compression Services Agreement)  This agreement has a provision for submission of a purchase offer by NNG to ENA for purchase of the motor and interconnection facilities.  No specific numbers are listed and the terms would have to be mutually agreeable.

	No events of default specifically listed (including bankruptcy).  Thus it is not terminated.  If ENA fails to provide HP there are LD payments due up to a maximum of $200,000 per contract year.  Term is through January 31, 2018.

2.  First Amended and Restated Operations Agreement dated November 1, 1997.  NNG operates the electric driver for ENA.  Fee is $44,000 per year with an escalater.  Term is through November 30, 2017 (This works with the term of the CSA above.  Even though physical operations stop in November, gas still flows for another two month period).  

	No events of default specifically listed (including bankruptcy). 

3.  Agreement for Purchase of Power dated March 31, 1995 as amended on November 19, 1997.  ENA purchases electricity from Midland Power Cooperative.  Term is through December 31, 2017.

	No events of default specifically listed (including bankruptcy). 

4.  Master Lease Agreement dated March 31, 1995.  ENA leases the electric motor driver and appurtenant equipment from General Electric Capital Corporation. This agreement has a 10 year term with an option to purchase the equipment after year 8 for a fixed amount of $944,875.69.

	Bankruptcy of ENA is an event of default.  GE must provide notice that they wish to declare an event of default.  If they declare an event of default, GE could enter the premises and take possession of the equipment and hold ENA liable for the "Stipulated Loss Value" of the equipment and all rentals due thereunder.  The Stipulated Loss Value calculated is set forth on a Table attached to the agreement.

Let me know if you would like copies of any of these agreements.