If the condition in OneOk's release tied to KN's settlement is "simply 
unacceptable" to ONeOk, then there is no deal unless we simultaneously 
receive the $$ from KN and OneOk and simultaneously sign the agreements.  We 
will need to set up a closing type of event (not necessarily in one city, 
over the phone and fax is ok) and hold each other hostage until all the paper 
is signed and wire transfers received.  Just in case she's curious, my 
position is we don't sign the release until the wire transfer is in our 
bank.  They can take the risk of the deal falling apart at the last minute--I 
don't think we should.  DF  




Lynn Blair
02/02/2001 09:08 AM
To: Drew Fossum/ET&S/Enron@ENRON, Mary Darveaux/ET&S/Enron@ENRON, Mary Kay 
Miller/ET&S/Enron@ENRON, Dari Dornan/ET&S/Enron@ENRON
cc:  

Subject: Settlement with KNGG

FYI.  We are calling Delaine this morning to veryify Oneok's wire is coming 
today.  We will
let you know the answer since that may make a difference on our reply. KN.  
Thanks. Lynn

---------------------- Forwarded by Lynn Blair/ET&S/Enron on 02/02/2001 09:07 
AM ---------------------------


Tangie Dykes
02/02/2001 08:48 AM
To: Lynn Blair/ET&S/Enron@ENRON, Julia White/ET&S/Enron@ENRON
cc:  

Subject: Settlement with KNGG


---------------------- Forwarded by Tangie Dykes/ET&S/Enron on 02/02/2001 
08:45 AM ---------------------------


"Mathies, Carter" <Carter_Mathies@kindermorgan.com> on 02/01/2001 03:40:58 PM
To: "'tangie.dykes@enron.com'" <tangie.dykes@enron.com>
cc: "Graham, Terry" <Terry_Graham@kindermorgan.com>, "Mathies, Carter" 
<Carter_Mathies@kindermorgan.com>, "Listengart, Joseph" 
<joe_listengart@kindermorgan.com> 

Subject: Settlement with KNGG


 <<KN Settlement Letter.doc>>   Tangie,  the attached file relects our
required changes, deletions and/or additions to the Settlement Agreement.
Mostly minor clarifications with the exception of Paragraph 2 (b), which is
simply unacceptable. KNGG will not agree to make it's settlement with NNG
conditional upon actions NNG requires from Oneok, which as you know, are
beyond KNGG's control.

                          If the revisions set forth within the attachment
are acceptable to NNG, please so advise. I will be happy to initiate a wire
transfer tomorrow if we can, at a minimum, exchange fax copies of the
Settlement Agreement.

 - KN Settlement Letter.doc