Subject: Re: ANNGTC MOU
From: [email-masked]
To: [email-masked]
Cc: [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked]
Date: Fri, 26 Oct 2001 13:45:32 -0700 (PDT)

Tony:

Steve Schroeder and I are traveling and have no independent comments.  Duke
likes Enron's comments, but I'm also open to deferral discussions on Monday
at 1:30.  Thanks

                    "Tony Palmer"
                    <tony_palmer@transc        To:     "Gadd Eric" <[email-masked]>
                    anada.com>                 cc:     Steve Patrick <[email-masked]>, Bill
                                               Purcell <[email-masked]>, Peter Lund
                    10/26/01 12:14 PM          <[email-masked]>, Byron Wright
                                               <[email-masked]>, Jim Moore
                                               <[email-masked]>, cavan carlton
                                               <[email-masked]>, brad reese
                                               <[email-masked]>, Steve Schroeder
                                               <[email-masked]>, Murray Birch
                                               <[email-masked]>, Donna Friesen
                                               <[email-masked]>, "Fossum Drew"
                                               <[email-masked]>, "Hill Robert"
                                               <[email-masked]>, "McCarty Danny"
                                               <[email-masked]>
                                               Subject:     Re: ANNGTC MOU

Gentlemen,

Yesterday, Enron provided comments on the MOU which raise several new
issues of substance. TransCanada & Westcoast recommend that these matters
be deferred and included with our discussions on the commercial proposal
and the Partnership Agreement, as we have agreed on a number of other
issues.

As we discussed on Tuesday's conference call, we believe the first priority
for ANNGTC is to finalize the MOU now, & put it "on ice", to permit all
parties to obtain the required governance approvals by Nov. 15 - also the
press release would be drafted, circulated & approved and ready to go at
that time.

Secondly, the commercial proposal to ANS Producers must be initiated in
early November to meet a mid-Dec. deadline. This proposal will of necessity
have the group addressing the large commercial alternatives in order to
establish a viable and attractive project.

We recommend a conference call on Monday @ 1:30 PM (Mountain time) to
finalize the MOU - we will arrange a dial-in #.. Please provide your
comments on the MOU to Murray & I today.

Tony

"Gadd, Eric" wrote:

> Please see the attached red-line with our comments.
>
> In paragraph 8, I've proposed new language to address that pre-existing
> residual claims must be satisfactorily addressed before a new
> partnership agreement would be executed.  Also, I've outlined the
> possibility for other forms of ownership than just a partnership.
>
> In paragraph 9, I've outlined a non-exhaustive list of issues to be
> addressed in the joint development and coordination agreement.
>
> During the next round of discussions following the MOU, I would like to
> explore the merits of rejoining partners having the right to rejoin as
> either a developing or non-developing party.  The outline structure I
> propose would be as follows-
> - In either case, ownership levels are as set out in the MOU
> - A developing party would have full voting rights and full financial
> responsibility during the development phase
> - A non-developing party would make MOU payments but otherwise not have
> voting rights or financial responsibility
> - A non-developing party could become a developing party at a specific
> time in the future and upon specific terms
> - Non-developing parties would agree to release their claims for AFUDC
> and interest to the extent commercially necessary
>
> Regards,
>
> Eric Gadd
>
> -----Original Message-----
> From: Tony Palmer [mailto:[email-masked]]
> Sent: Thursday, October 25, 2001 3:13 PM
> To: Steve Patrick; Bill Purcell; Peter Lund; Byron Wright; Gadd, Eric;
> Jim Moore; cavan carlton; brad reese; Steve Schroeder
> Cc: Murray Birch; Donna Friesen
> Subject: ANNGTC MOU
>
> Now that the collective letter is on its way, could I request that you
> please provide your comments on the MOU language Donna sent to you
> yesterday.
> Comments tomorrow AM would permit us to finalize this week.
>
> Thanks,
>
> Tony
>
> **********************************************************************
> This e-mail is the property of Enron Corp. and/or its relevant affiliate
and may contain confidential and privileged material for the sole use of
the intended recipient (s). Any review, use, distribution or disclosure by
others is strictly prohibited. If you are not the intended recipient (or
authorized to receive for the recipient), please contact the sender or
reply to Enron Corp. at [email-masked] and delete
all copies of the message. This e-mail (and any attachments hereto) are not
intended to be an offer (or an acceptance) and do not create or evidence a
binding and enforceable contract between Enron Corp. (or any of its
affiliates) and the intended recipient or any other party, and may not be
relied on by anyone as the basis of a contract by estoppel or otherwise.
Thank you.
> **********************************************************************
>
>
------------------------------------------------------------------------
>                                           Name: MOU Letters Oct 23
Enron.doc
>                                           Type: Microsoft Word Document
(application/msword)
>    MOU Letters Oct 23 Enron.doc       Encoding: base64
>                                    Description: MOU Letters Oct 23
Enron.doc
>                                Download Status: Not downloaded with
message