I've reviewed the O&M Agreement and here is a summary of the provisions we 
might use in describing to the Commission why it meets the requirement that 
TW have control over the compressor motor.

The O&M Agreement (OMA) provides that ECS will pay TW a fee for operating and 
maintaining the compressor motor facilities as described in the agreement.  
TW, as Operator, is required to operate and maintain the motor facilities 
pursuant to and consistent with i) the policies and procedures of Enron 
Operating Company's Standard Operating Procedures, a copy of which has been 
approved by Operator, ii) the requirements of all laws (which includes 
regulations, rules, orders, or other similar action of any governmental 
authority), and iii) the OMA.  Operator is required to provide O&M services 
described in the agreement, including procuring and furnishing, at its sole 
cost and expense, all materials, equipment, services, supplies and labor 
necessary for routine operation and maintenance in accordance with all 
material agreements, laws, incurance policies and permits.  Additionally, 
Operator is responsible for filing all reports required by law and obtaining 
any permits, licenses and approvals required by law.    Operator is 
responsible for taking appropriate action in case of an emergency.  ECS has 
the right to observe and consult with Operator in connection with performance 
of Operator's duties, in order to ensure compliance with the OMA.

A bad fact:  The agreement is terminable by either party upon 30 days written 
notice.  Since this ostensibly ECS could ostensibly replace TW at any time 
with