Interesting.  I'll work with MKM and Maria on getting answers to AA's 
questions and comments.  I think we can eliminate the specific cross 
references between the two agreements, but is that the real problem or is AA 
going to choke on our execution of both agreements with the same party?  
(that's a tough one to wire around, if it is their real concern).  Thanks.  DF
---------------------- Forwarded by Drew Fossum/ET&S/Enron on 12/17/99 01:03 
PM ---------------------------


Heather Mueck
12/17/99 09:32 AM
To: George Fastuca/ET&S/Enron@ENRON
cc: Stanley Farmer/AA/Corp/Enron@Enron, Bob Chandler/ET&S/Enron@ENRON, Rod 
Hayslett/FGT/Enron@ENRON, Roger Willard/AA/Corp/Enron@Enron, Drew 
Fossum/ET&S/Enron@ENRON, Mary Kay Miller/ET&S/Enron@ENRON 

Subject: TW Compression Services Agreement

George -

Stan asked that I forward our comments on to you regarding the TW Compression 
Services Agreement and the Purchase and Sale Agreement.  If you would like to 
discuss, we will be available early next week.  Thanks.


---------------------- Forwarded by Heather Mueck/AA/Corp/Enron on 12/17/99 
09:24 AM ---------------------------


Stanley Farmer
11/29/99 12:44 PM
To: Heather Mueck/AA/Corp/Enron@Enron
cc:  
Subject: TW Compression Services Agreement


---------------------- Forwarded by Stanley Farmer/AA/Corp/Enron on 11/29/99 
12:43 PM ---------------------------


George Fastuca
11/24/99 09:06 AM
To: Stanley Farmer/AA/Corp/Enron@Enron
cc: Bob Chandler/ET&S/Enron@ENRON, Rod Hayslett/FGT/Enron@ENRON, Roger 
Willard/AA/Corp/Enron@Enron, Drew Fossum/ET&S/Enron@ENRON, Mary Kay 
Miller/ET&S/Enron@ENRON 
Subject: TW Compression Services Agreement

Stan, attached is the latest draft of the compression services agreement 
related to the TW compression monetization effort. Since you've reviewed it 
last, nothing material has changed as you can see from the red-lined version. 
We would like to file for regulatory approval soon. Pls let me know if you 
have any questions - thanks.
 
 I'll send the updated PSA agreement in a separate Email.

---------------------- Forwarded by George Fastuca/ET&S/Enron on 11/24/99 
08:58 AM ---------------------------


Maria Pavlou
11/19/99 10:57 AM
To: George Fastuca/ET&S/Enron@ENRON
cc:  

Subject: TW Compression Services Agreement

In case you didn't have this old message.  Below is the latest draft of the 
Services Agreement.  I will also reforward to you the latest drafts/exhibits 
of the Purchase and Sale Agreement.  Thanks, Maria
---------------------- Forwarded by Maria Pavlou/ET&S/Enron on 11/19/99 10:56 
AM ---------------------------


Maria Pavlou
11/05/99 04:33 PM
To: Mary Kay Miller/ET&S/Enron@ENRON, Drew Fossum/ET&S/Enron@ENRON, George 
Fastuca/ET&S/Enron@ENRON, Michel Nelson/ET&S/Enron@ENRON, Charlie 
Graham/ET&S/Enron@ENRON
cc: Kim Wilkie/ET&S/Enron@ENRON, Donald Vignaroli/ET&S/Enron@ENRON 

Subject: TW Compression Services Agreement

Attached is a revised redlined draft of the above-referenced  Agreement which 
incorporates comments from regulatory and Mike Bryant with V&E.  We have 
added a new Appendix 1 to cover the Assets subject to this Agreement rather 
than refer to the Exhibit in the Purchase and Sale, as well as an exclusivity 
provision regarding use of the Assets.  We've also added a reference to the 
arbitration section in the event the oversight committee cannot agree to 
changes necessary or desirable to the assets.