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