First question:  "yes."  Maria, please draft something up for Mike.  Second 
question: "your call."  Maria or I could be available if you think it would 
be productive.  If they are going to get into any deal structure issues, or 
any questions on the documents, its probably a good idea.  DF  


   
	
	
	From:  Michel Nelson                           02/11/2000 11:31 AM
	

To: Drew Fossum/ET&S/Enron@ENRON, Mary Kay Miller/ET&S/Enron@ENRON
cc: Charlie Graham/ET&S/Enron@ENRON 

Subject: Hanover / TW Compression Monetization


Drew - Do I need some kind of confidentiality agreement? An attorney present 
to discuss at first meeting?

MKM - One questions Jim Gill had was how do we get around FERC requirements - 
someone from Regulatory available to discuss at first meeting or.....?

Although we believe the operating agreement and other details are in order, I 
hadn't just planned to send them as is to Hanover. Some counseling may be in 
order here, as I'm moving into new territory for me...... 


---------------------- Forwarded by Michel Nelson/ET&S/Enron on 02/11/2000 
11:27 AM ---------------------------
   
	
	
	From:  Michel Nelson                           02/11/2000 11:11 AM
	

To: Charlie Graham/ET&S/Enron@ENRON
cc: Mary Kay Miller/ET&S/Enron@ENRON, Drew Fossum/ET&S/Enron@ENRON 

Subject: Hanover / TW Compression Monetization


Charlie - 

Talked to Jim Gill with Hanover

jgill@hanover-co.com

Hanover Co
12001 N Houston Rosslyn
Houston
TX
77086

phone 281 405 5174

Per your previous conversation:
1. send equipment list - engine /comp models plus aux equipment

2. face to face meeting - Houston Feb 23 or 24 ( monetization team? )
  
* discuss equipment - operations (swing or continuous)
* jurisdictional / FERC issues

3. 3+- day station tour with Hanover VP of Ops 
   
*site review
* very basic due diligence

4. re-group to: 

*discuss issues 
*financials 
*agreement

Comments / questions......

Mike
   



---------------------- Forwarded by Michel Nelson/ET&S/Enron on 02/11/2000 
10:58 AM ---------------------------
   
	
	
	From:  Charlie Graham                           02/10/2000 04:43 PM
	

To: Michel Nelson/ET&S/Enron@ENRON
cc:  

Subject: Hanover!

Mike,

Talked to Jim Gill at 4:30 pm.  They are very interested.  He proposed the 
following steps:

1)  Send him an equipment list.  I think the Description and Location 
Schedule 1.1 from the P&S Agreement would more than suffice.

2)  He would like to visit the stations with the Hanover V.P. of Operations 
and one other person.  (He indicated 3 total.)  A quasi due diligence look at 
the condition of the facilities.  He would like access to records etc. during 
his visit.

3)  We could set down and talk "financials" after that.

He did not seemed surprised that I did not have good station plot plans to 
supplement the equipment list.  I will get a package together tomorrow.  
[Forgot to get his address. dah!]

I conjectured that you would want to discuss this with him further tomorrow.  
He said he would be in all day.

Charlie