Just wanted to know I am working on your behalf...
I'll let you know what Shelley says.  
I really feel a need to keep the EOL guys honest, so a full-fledged agreement 
would probably not be overkill.  But in reality, a term sheet is probably 
almost as good.
---------------------- Forwarded by Susan Scott/ET&S/Enron on 01/19/2001 
04:13 PM ---------------------------


Susan Scott
01/19/2001 04:08 PM
To: Shelley Corman
cc: Tony Pryor/ET&S/Enron@ENRON, Frazier King/FGT/Enron@ENRON 

Subject: agreement with EOL

Shelley, I understand that there is a concern about TW having a written 
agreement with EOL without the other two pipelines having an agreement.

From my perspective, TW needs an agreement because TW is uniquely situated.  
Here's why.

- My understanding is that TW is the only pipeline that has been asked to pay 
a fee.

- The developers Michelle Lokay and I have been talking to seem very 
uncertain about exactly what the fee covers.

-  $50,000 is a lot of money to Transwestern.

-   Transwestern has a recent history of not getting what it thought it had 
bargained for from affiliated companies, and would appreciate our trying to 
protect them.

I am not trying to create extra work for anyone.  I am just a little confused 
about why a contract for TW would necessitate a contract for the other 2 
companies.  If you could help me understand, I would appreciate it.  

If the consensus is that we feel strongly that TW should not have a written 
agreement, then I would at least insist on a detailed letter of intent or 
term sheet.  This would force both sides to think ahead about what is 
expected.  (And, as a practical matter, it's highly unlikely that we're going 
to take legal action for breach of contract against an affiliate...)

Thanks.