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" <Eric.Gadd@ENRON.com>
                    anada.com>                 cc:     Steve Patrick <spatrick@sempra.com>, Bill
                                               Purcell <wpurcell@sempra-intl.com>, Peter Lund
                    10/26/01 12:14 PM          <peter.lund@neg.pge.com>, Byron Wright
                                               <wrightb@epenergy.com>, Jim Moore
                                               <jim.c.moore@williams.com>, cavan carlton
                                               <cavan.c.carlton@williams.com>, brad reese
                                               <bdreese@duke-energy.com>, Steve Schroeder
                                               <skschroeder@duke-energy.com>, Murray Birch
                                               <mbirch@wei.org>, Donna Friesen
                                               <donna_friesen@transcanada.com>, "Fossum Drew"
                                               <Drew.Fossum@ENRON.com>, "Hill Robert"
                                               <Robert.Hill@ENRON.com>, "McCarty Danny"
                                               <Danny.McCarty@ENRON.com>
                                               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:tony_palmer@transcanada.com]
> 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
>
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