As I discussed with Johnny, I do not believe it is necessary to pursue the 
Standing Rock option at this point. I believe we could reach agreeable terms 
later down the road if the project proves to be feasible and thereby avoid 
any up-front payment.

 Steve



08/02/2000 04:29 PM
Louis Soldano
Louis Soldano
Louis Soldano
08/02/2000 04:29 PM
08/02/2000 04:29 PM
To: Michael Moran/ET&S/Enron@ENRON, Stanley Horton/Corp/Enron@Enron, Bill 
Cordes/ET&S/Enron@ENRON, Steven Harris/ET&S/Enron@ENRON, lslade@modrall.com, 
jw1000mac@yahoo.com, laruzow@concentric.net, James Derrick/Corp/Enron@ENRON
cc: Johnny McGee/OTS/Enron@ENRON 

Subject: Zaman Meeting - 7/31 - Navajo Status

Please see the attached.   With the insistence of a fee up-front for the 
option on Standing Rock, do we still have an appetite for such an option??

  Involving Bill Johnson in the discussions would be a positive - at least he 
would let us know right away where we stand and could expect to go on terms.  

A letter is in the works and will be forwarded to everyone for a review once 
the lawyers have finished.  

As soon as Zaman gives us some dates we will try to arrange a meeting with 
Zaman, Tapahe/Johnson, and  McGee, Ruzow and Soldano
---------------------- Forwarded by Louis Soldano/ET&S/Enron on 08/02/2000 
04:09 PM ---------------------------


Johnny McGee
08/02/2000 03:18 PM
To: Louis Soldano/ET&S/Enron@ENRON, Steven Harris/ET&S/Enron@ENRON
cc:  

Subject: Zaman Meeting

I met with Akhtar Zaman in Dallas on 7-31 for the purpose of exploring 
options on how best to proceed with negotiations on terms and conditions for 
TW's 6-year right-of-way extension and to continue our dialogue regarding 
TW's request for an option for a compressor station site on Tribal Trust 
Lands.

First, with regards to negotiations on terms and conditions , Zaman was 
agreeable to participate in meetings between with McGee, Soldano, L. Ruzow 
and Navajo DOJ regarding terms and conditions.   I reinforced TW's desire to 
commence such negotiations as soon as possible.   I voiced concerns with 
potential delays to the negotiating process  likely to result from Ms. 
Tapahe's pending delivery.   When questioned if the Task Force had selected 
an alternate for Ms. Tapahe  Zaman responded by stating that  Bill Johnson 
would likely step in to support the Task Force.   Especially since he is now 
apparently the Assistant General Counsel of the Division of Natural 
Resources.   Zaman agreed to provide McGee with a list of possible meeting 
dates.  Zaman indicated that he had had discussion with Ms. Tapahe regarding 
the terms and conditions and the importance of reaching agreement regarding 
same.  

 Next, regarding what appears to be a more difficult issue, the compressor 
station option, Zaman again advised that TW should keep such issue separate 
from  right-of-way extension negotiations.  Zaman stated that even if the 
Tribe were to  agree to grant an option, in his mind , TW would still face 
some opposition from the land user and local chapter   He indicated that  any 
option would be contingent upon TW acquiring Environment and BIA approvals.  
I informed him that TW would be willing to accept such risks.    Zaman stated 
that the Tribe had not given any such long term (9 year) options in the 
past.  He did recall the one (1) year option with TW which resulted in the 
construction of the San Juan Lateral.  We discussed  likely consideration for 
the site whereby Zaman tossed out an annual rental figure of $200,000 
(Standing Rock number) which Zaman indicated that he might want to adjust to 
account for the change in consumer price index since TW's cancellation of its 
1998 Standing Rock project.  He also advised that if an option were to be 
considered then TW should expect to pay up front, a 20% ($360,000.00) 
non-refundable,  fee for such option.

Zaman reiterated that the whole issue of the compressor should be kept 
separate from our current negotiations.  He stated that he would make a good 
faith effort to obtain consents if and when TW elects to go forward with the 
compressor site.  He voiced some concern that others within the Task Force 
might want to raise an issue as to why the Tribe's  throughput methodology 
was discarded during the horse trading extension negotiations.   Especially 
in light of the development of TW's apparent desire to secure a site for  a 
compressor station to increase volumes.   Although I understand that Zaman 
may be simply strengthening his position, I too am fearful that the 
compressor option issue could be harmful to the final resolution of the 
extension have no desire to revisit the throughput issue.

In closing, Zaman requested that TW confirm its acceptance of the $15 
million  plus the $2.34 million dollar annual payment (adjusted for CPI)  for 
the 6 year right-of-way extension in writing.  I advised Zaman that I would 
discuss compressor issue with members of TW's negotiating team.   He 
indicated that he would like for TW to exclude  the option issue from any 
confirmation letter for the reasons above mentioned.   Please call to discuss.

Thanks!