Gerald,

We were approached before the holidays by First Union representing Universal 
Compression to potentially serve as a back-up fleet manager for a large 
portion of their fleet that they are trying to take off balance sheet (via 
First Union) should they become insolvent.  They are trying to do this 
simultaneously with the close of the merger with Weatherford.  Mark and I met 
with the CEO (Steve Schneider) and CFO (Ernie Danner) prior to the holidays 
to discuss this a little further as well as a broader alliance between Enron 
and Universal to chase electric horsepower deals.   Universal is comfortable 
with Enron having somebody like Hanover as a back-up to be called upon should 
Enron be called to fulfill it's role and even with a spread, so long as 
Hanover does not "see" Universal and vice-versa.  Suggested stand-by fee of 
$150,000-$200,000/yr. has been casually thrown out.  Please review the 
attached document and let's discuss further - perhaps tomorrow morning.  I 
talked with Steve Schneider yesterday and he told me that Ernie Danner would 
be getting with me today regarding a confidentiality agreement regarding this 
deal as well as a potential marketing alliance, which we would like to 
discuss further with you as well.  Give me a call when you get a chance and 
we'll set something up.

Thanks,
Chris

You will find attached a copy of an agreement that has been forwarded to us 
regarding 
----- Forwarded by Chris Hilgert/HOU/ECT on 01/04/2001 10:16 AM -----

	Tim Proffitt
	12/14/2000 08:03 PM
		 
		 To: Chris Hilgert/HOU/ECT@ect
		 cc: 
		 Subject: Secondary Service Provider - Contract

Don't know if I ever sent you this, but here is an electronic copy of this.

Tim
---------------------- Forwarded by Tim Proffitt/HOU/ECT on 12/14/2000 08:05 
PM ---------------------------


"Kipp, James" <james.kipp@funb.com> on 11/30/2000 09:19:20 AM
To: "'tim.proffitt@enron.com'" <tim.proffitt@enron.com>, 
"'john.thompson@enron.com'" <john.thompson@enron.com>
cc: "'edanner@universalcompression.com'" <edanner@universalcompression.com> 
Subject: Secondary Service Provider - Contract


First Union Securities, Inc.

The attached file is an generic sample of the contractual role the SSP would
be asked to fulfill under the ABS structure.  Give me a call should you have
questions.  James

James M. Kipp
Managing Director
Energy Investment Banking
(713) 346-2701 - Direct
(713) 650-1208 - Fax
e-mail:  james.kipp@funb.com


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