Date:  Monday, October 29, 2001 
Time:  1:30 p.m. - 3:30 p.m. 
Dial-in number:  403-216-0900 
Code:  6714# 
(Chair Code:  7485#) 
Confirmation # 185000 
Tony Palmer wrote: Gentlemen, 
Yesterday, Enron provided comments on the MOU which raise several new issues of substance. TransCanada & Westcoast recommend that these matters be deferred and included with our discussions on the commercial proposal and the Partnership Agreement, as we have agreed on a number of other issues. 
As we discussed on Tuesday's conference call, we believe the first priority for ANNGTC is to finalize the MOU now, & put it "on ice", to permit all parties to obtain the required governance approvals by Nov. 15 - also the press release would be drafted, circulated & approved and ready to go at that time. 
Secondly, the commercial proposal to ANS Producers must be initiated in early November to meet a mid-Dec. deadline. This proposal will of necessity have the group addressing the large commercial alternatives in order to establish a viable and attractive project. 
We recommend a conference call on Monday @ 1:30 PM (Mountain time) to finalize the MOU - we will arrange a dial-in #.. Please provide your comments on the MOU to Murray & I today. 
Tony 
"Gadd, Eric" wrote: 
Please see the attached red-line with our comments. 
In paragraph 8, I've proposed new language to address that pre-existing 
residual claims must be satisfactorily addressed before a new 
partnership agreement would be executed.  Also, I've outlined the 
possibility for other forms of ownership than just a partnership. 
In paragraph 9, I've outlined a non-exhaustive list of issues to be 
addressed in the joint development and coordination agreement. 
During the next round of discussions following the MOU, I would like to 
explore the merits of rejoining partners having the right to rejoin as 
either a developing or non-developing party.  The outline structure I 
propose would be as follows- 
- In either case, ownership levels are as set out in the MOU 
- A developing party would have full voting rights and full financial 
responsibility during the development phase 
- A non-developing party would make MOU payments but otherwise not have 
voting rights or financial responsibility 
- A non-developing party could become a developing party at a specific 
time in the future and upon specific terms 
- Non-developing parties would agree to release their claims for AFUDC 
and interest to the extent commercially necessary 
Regards, 
Eric Gadd 
-----Original Message----- 
From: Tony Palmer [mailto:tony_palmer@transcanada.com ] 
Sent: Thursday, October 25, 2001 3:13 PM 
To: Steve Patrick; Bill Purcell; Peter Lund; Byron Wright; Gadd, Eric; 
Jim Moore; cavan carlton; brad reese; Steve Schroeder 
Cc: Murray Birch; Donna Friesen 
Subject: ANNGTC MOU 
Now that the collective letter is on its way, could I request that you 
please provide your comments on the MOU language Donna sent to you 
yesterday. 
Comments tomorrow AM would permit us to finalize this week. 
Thanks, 
Tony 
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