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Mark, Attached are rough drafts of the following documents for the noted projects: Bay Gas Storage 1.
Draft CSA 2.
Draft Lease Agreement 3.
Draft O&M Agreement Oakhill 1.
Draft CSA 2.
Draft O&M Agreement for Hanover to provide maintenance.
Please note that these are really rough based on the limited information available at this time.
I did not provide a lease agreement for Oakhill as you indicated Hanover would finance/lease the Electric Motor Drivers to ECS.
If Hanover is providing a straight lease, the lease for Bay Gas could be used.
If Hanover is providing a purchase option, the lease agreement would need to be modified for the purchase option.
My suggestion is to provide these forms to the customer with the caveat that as the commercial terms are fine tuned, these drafts will be modified.
But this gives them the basic idea.
In my absence please contact Barbara for coordination of legal support in the event you cannot wait until I return.
Thanks.
| Discussion Drafts for Oakhill and Bay Gas |
Mark, I forgot to mention in my earlier note, that for the parking/storage arrangement with Bay Gas, I would request their form of storage agreement.
I makes more sense to have a separate agreement cover the parking arrange as this is really independent of the compression services.
These storage company typically have their own agreement that not bad and usually won't use the counterparties paper.
| Bay Gas Storage |
Ted, Attached is a revised draft of a letter.
Please review and let me know if you have any comments.
Please note the following with respect to this issue: 1.
We should make sure we have performed a gas analysis at each producers delivery point and are sure they are creating or contributing to the quality problem.
I recommend attaching such gas analysis to this letter.
2.
The BRG Petroleum Corp. contract doesn't give us any cause to send this letter.
The contract requires BRG to meet the quality specs.
of the the pipeline which receives the gas downstream of the Point of Delivery on the Confirm.
Such Point of Delivery is at the wellhead and HPL is the downstream pipe.
HPL's specs (unless they have changed, don't have a limitation on gas richness).
3.
The Texlan letter will be slightly modified from the attached, since we will reference Force Majeure.
4.
Do we have a accurate list of producer names and address?
If you are okay with the letter, I can have a paralegal prepare the letters with addresses.
| Nacogdoches Letter |
Lal, Attached is the form agreement that was attached as Exhibit B to the LLC Agreement.
Have you reviewed the Change Order form for the Compressor and Plant?
I have not heard back from Andy either.
Please let me know if you have any comments.
| Lost Creek Form O&M Agreement |
Neta, I understand you currently have an agreement in place with Jomax Construction.
Enron Midstream Services, L.L.C.
wants to do an affiliate work order under the existing agreement.
Can you email the details on the agreement and forward a copy of the agreement.
I will use the form of Affiliate Work Order you forwarded prior.
Thanks for your help.
| Jomax Master Agreement |
Mark, The attached document outlines the relevant documents to be assigned to the new LLC and their assignment provisions.
Please note that for the City of Farmington Power Supply Agreement (Bloomfield), a deposit will be required by the new assignee.
Please review and let me know if you have any questions.
Larry and Lance, The contract packages which contain the referenced agreements will be sent today.
| Agreements to be Assigned to ECC |
I again reviewed the storage contracts on which large value has been assessed.
The Cove Point LNG, Limited Partnership and Egan Hub Partners, L.P. are both FERC regulated entities and both agreements have negotiated rates.
The Cove Point deal has a negotiated reservation charge and the Egan Hub Partners has a negotiated storage reservation and injection charge.
Since we are buying the assets of Columbia and assigning the contracts to Enron and these deals are at less than max rates, they would be subject to reposting upon assignment and there would be no guarantee that Enron would receive these rates in a competetive bidding situation.
It is my understanding the discounts were taken into account for valuation purposes, however these discounts are at risk due to posting requirements.
The remainder of the storage contracts would require consents to assign.
Note: Any transport contracts with discounted rates would be subject to the same as above.
I am verifying the reposting requirements with Randy Rich of Bracewell & Patterson (FERC Counsel) and he is to get back with me early this afternoon.
I will let you know if anything changes.
| Columbia Energy Document Review |
Jim, Attached is a clean and redline version of your letter with my comments.
The deal maker on this one is probably the appropriate person to sign this one.
Is it Jim Ducote?
Is Greg Brazaitis or Steve Schneider aware of this project?
| LCRA Letter |
Attached is a draft form of Master Firm Purchase Agreement between ECS Compression Company, L.L.C.
as Seller and ECS as Buyer.
Also attached is a confirm for the gas deal.
Notice the information I need on the confirm and please fill in the blanks.
If you have any comments on the contract form, please let me know as soon as possible.
| Gas Purchase between ECS and ECC |
Ken, Attached is the form of tasking letter.
Please fill out Part I or have Karl Durant fill it out as best we can.
You can return the form to me and I will forward to High Mountain for execution.
| High Mountain Tasking Letter |
Attached for review are the following: 1.
Bill of Sale for Bloomfield Electric Motor (ECT to ECS) 2.
Bill of Sale for Bisti Electric Motor (ECT to ECS) 3.
Assignment of Contracts for Bloomfield Station (ECT to ECC) 4.
Assignment of Contracts for Bisti Station (ECT to ECC) Mark, Please forward to the appropriate accountant since Roger is no longer on this deal.
Lance, Please forward to A&K.
I do not have their email address.
| Draft Bill of Sale and Assignment for Compression Services |
Brian, Thanks for the kind words in the phone mail message.
I enjoy working with you and your group and look forward to continuing to do so.
Thanks
| Thanks |
Hello, I am an attorney at Enron North America Corp.
I have recently been asked to coordinate our hiring of summer clerks.
Monica Jordan previously had handled these duties and informed me that she had used the HBA Minority Committee through which to do some of our hiring of clerks.
I am looking for information concerning this program; such as how it operates, when it meets.
etc.
Any information you could supply would be greatly appreciated.
Thanks,
| Question |
Dan, Attached are the amendments drafts for the Gas Purchase Agreement and the Gathering Agreement.
Revised Exhibit As which include the Caballo area need to be created.
Also John Crecink with MTG needs to provide the list of lease in the added reserve areas.
| MTG Amendments |
Matt, Attached is the PSA Form.
Section 9 and 9(c) specifically is the section we discussed.
As I stated, the assets is a single gathering system and associated contracts.
| PSA Form |
Attached is a clean and redlined versions of the Gateway and Rio Nogales with the revisions we discussed.
Please review and if acceptable, please forward to Pace.
Merry Christmas.
| Pace Interconnects |
Kay, Could you pull and send me copies of any Confidentiality Agreements any Enron entities have with the following companies: Bay Gas Storage Energy South Not sure what type of entities they are.
Let me know if you need any further information.
Thanks for your help.
| Confidentiality Agreement Check |
Mark, Please review the attached form of amendments.
I have also prepared the form of amendment for the O&M Agreements, but will hold until you get further information on the fee arrangements.
After you review these forms, lets discuss and review where we are at in this whole process.
We will need to get TW, Accounting, and Investor review of these as soon as possible.
| CSA Amendments |
Jim, Attached are the interconnect agreements for the MidCon Flagstaff (formerly Greens Bayou) and Deer Park points.
The pressure of 550 psig is in the Flagstaff agreement.
Please review and if acceptable please forward to MidCon.
| MidCon Agreements |
Attached are the following drafts: 1.
Amendment to Compressor Services Agreement (Bloomfield) 2.
Amendment to Compressor Services Agreement (Bisti) 3.
Amendment to Operation and Maintenance Agreement (Bloomfield) 4.
Amendment to Operation and Maintenance Agreement (Bisti) These agreement will all be assigned (after amendment in accordance with the above) to the new LLC.
Please review.
We are trying to forward these drafts to the investors on Wednesday.
If we could get your (Transwestern's) comments by tommorrow afternoon, it would be extremely helpful.
Thanks for your attention to this matter
| Bisti & Bloomfield Amendments |
Nice job on the photos.
Really makes me realize how drunk I was at certain times.
The good thing is that the "Dude" I met in Joe's and I are now pen pals and he will be coming to Houston to visit very soon.
Maybe he was my long lost brother.
I am making a phone call to my Mom right now too see if she has anything she wants to explain to me.
| Photos of Coz |
Steve, Do you have an executed copy of the Trunkline Confidentiality Agreement for the LNG terminal in Lake Charles?
Need to get one for our files.
Thanks.
| Trunkline CA |
Attached is Exhibit C to the Gallup O&M Agreement.
The original document left this Exhibit to follow later.
We also still owe you Exhibit B (Description of Compressor Motor Facilities) to the O&M Agreement and Exhibit B to the CSA (Proposed form of No.
21 Schedule).
These will follow shortly.
| Gallup O&M Insurance Exhibit |
Jaime, Attached is a firm sales agreement form which ECT utilizes in North America.
A lot of the form may not be relevant given the fact that (i) Pemex is both the seller and transporter and (ii) unless you are near the border, there are no alternative sources to Pemex.
However, it is a good starting point.
Let me know if you have any questions.
| Firm Sales Form |
Mark, Attached is a draft of the power agreement with my changes redlined in.
I still have a few more, but wanted to get the majority of these to you asap.
Targeting Monday to forward to CDEC.
| CDEC Contract |
Janet, Attached is a clean and redlined version of the Confidentiality Agreement (Trunkline) with the revisions we discussed.
Please review.
Bobby Gaspard with Trunkline, asked that I forward the revised draft via email and after their review an executable.
Please forward to Bobby for his review at bjgaspard@cmsenergy.com if you are okay with this draft.
| Trunkline CA |
Looks like we got another one.
Sounds like we duplicate the agreement we create for Ginger and use for this interconnect.
Let's discuss when we get a chance.
| Tejas Kingsville Meter |
Well it looks like Eric is now officially burden with an oppressive mortgage.
Won't be long before he is out mowing the lawn in Bermuda short and sandals with black socks.
Eventually all the good ones go down.
What up with you, JT?
G$
| General Nonsense |
Stephanie, I forwarded a hard copy of the operational control letter yesterday.
Let me know if you don't have it.
Attached is the price letter.
There is no formal contract in place between TW and EE&CC for the construction.
Both TW and ECS as I understand, have signed AFE's with EE&CC for the projects.
We will most likely have to address this risk in the Contribution Agreement.
I will talk with Mark and Mark about this.
PPA- we are expecting comments back from CDEC late today.
Schedule is now to review their comments and meet with them Tuesday (via phone or in person) to finalize.
We can likely get Patti a copy after Tuesday.
Contribution Agreement - Pending resolution of the construction risk issues, we can have a draft for Patti early next week.
| Price Letter |
I have directed my boy Eric to do some research and he came up with the following.
Attendance at one or both shows is a possibility.
Interested?
| KRBE Earth Day Concert & BUZZFEST line-ups |
Bob, Please review the attached scope of work from Jeff Gilliam.
He wants to prepare a Work Offer under the Moutain West MSA with the attached.
Please review and lets discuss if you have questions.
| Work Order |
Attached is the letter agreement which extended the EE&CC confidentiality agreement to our deal.
Please review and if it looks OK, print out on ENA letterhead two copies for execution.
I will need an original when it is executed.
| Aera Confidentiality |
Hello!
Hope your day is going well.
As for me, it has been pretty busy.
Dropped my tux off at lunch and it only took about 2 seconds.
I know you were looking forward to going with me to drop that off, but you missed out.
I had a great time this weekend.
Thanks again for accompanying me to the UH affair extraordinair.
Nice dress!!
Have a great rest of the day and I will talk to you later.
G$
| General Nonsense |
If Men TRULY Ran The World... 1.
Breaking up would be a lot easier.
A smack to the ass and a "Nice hustle, you'll get'em next time" would pretty much do it.
2.
Birth control would come in ale or lager.
3.
Valentine's Day would be moved to February 29th so it would only occur in leap years.
4.
On Groundhog Day, if you saw your shadow, you'd get the day off to go drinking.
Mother's Day too.
5.
St. Patrick's Day, however, would remain exactly the same.
But it would be celebrated every month.
6.
Garbage would take itself out.
7.
Regis and Kathie Lee would be chained to a cement mixer and pushed off the Golden Gate Bridge for the most lucrative pay-per-view event in world history.
8.
The only show opposite "Monday Night Football" would be "Monday Night Football from a Different Camera Angle."
9.
Instead of "beer-belly," you'd get "beer-biceps."
10.
Tanks would be far easier to rent.
11.
Two words..."Ally McNaked."
12.
When a cop gave you a ticket, every smart-aleck answer you responded with would actually reduce your fine.
As in: Cop: "You know how fast you were going?"
You: "All I know is, I was spilling my beer all over the place."
Cop: "Nice one, That's $10.00 off".
13.
People would never talk about how fresh they felt.
14.
Daisy Duke shorts would never go out of style again.
15.
Every man would get four, real Get Out of Jail Free cards per year.
16.
Telephones would cut off after 30 seconds of conversation.
17.
It would perfectly legal to steal a sports car, as long as you returned it the following day with a full tank of gas.
18.
Instead of a fancy, expensive engagement ring, you could present your wife-to-be with a giant foam hand that said "You're #1!".
19.
When your girlfriend really needed to talk to you during the game, she'd appear in a little box in the corner of the screen during a time-out.
20.
Nodding and looking at your watch would be deemed as an acceptable response to "I love you."
21.
The funniest guy in the office would get to be CEO.
22.
"Sorry I'm late, but I got wasted last night," would be an acceptable excuse for tardiness.
23.
At the end of the workday a whistle would blow and you would jump out of your window and slide down the tail of a brontosaurus and right into your car like Fred Flintstone.
24.
Lifeguards could remove citizens from beaches for violating the "public ugliness" ordinance.
25.
Hallmark would make "Sorry, what was your name again?"
cards.
| Big Dream |
Steve, We are currently negotiating an interconnect agreement for an upgrade of an existing interconnect off the Trawick System into TUFCO.
The interconnect is solely a delivery to TUFCO.
We are down to one point of difference in the agreement.
Typically HPL disclaims any liability for consequential damages to the other party.
TUFCO is asking for an exception for any violation of gas quality specifications.
This would mean that if HPL delivered off spec gas to TUFCO which required cleanup of their pipeline system or caused damage to a customer of TUFCO's HPL would be liable under this Agreement.
From a legal standpoint, we can make this exception, but I wanted to make sure everyone understood and agreed with the acceptance of this potential liability.
Assuming we are properly monitoring all our receipts there shouldn't be an issue.
Please let me know what you think about this situation.
I can forward a copy of the interconnect agreement if you do not currently have one.
| TUFCO Trawick I/C |
Attached is the final version of the Bammel Compression Turnkey Construction Agreement used in Project Looper.
This agreement will require some modification for use in Project Coca-Cola, but is a good starting point.
In the interest of efficiency I am circulating this for your review and comments.
We can then discuss how this needs to be tailored for the CO2 project.
Please note the following with respect to this agreement: 1.
A detailed engineering scope of work will be required for the treaters.
2.
Given the financing objectives for this project, this agreement should be as lump sum price as possible with liquidated damages for in-service date risk.
3.
A performance criteria guarantee section will need to be added which references specific plant peformance criteria in the scope of work.
FYI, I will be in Albuquerque tommorrow for a Compression Services project.
After your review let's discuss.
| Coca-Cola Construction |
David, Attached is a short term sheet agreement that I propose we put into place for the Gallup electric driver which EECC is installing for Enron Compression Services Company.
As I understand it now, we have only an AFE with signature for this deal in place.
As I indicated on my voice mail, I need something more substantial in place for assignment, since we are selling a portion of this project off to investors.
Please review and lets discuss.
Timing unfortunately is not long as usual.
I would like to meet as soons as your schedule allows.
Thanks.
| Gallup Project |
Attached for your review in the Gallup Transaction are the following documents: 1.
Assignment and Contribution Agreement - Assignment operational documents and rights in assets from ECS into the LLC 2.
Engineering, Procurement, and Construction Agreement - Defines relationship between ECS and Enron Engineering and Construction Company for installation of the motor driver at Gallup.
This document will be assigned into the LLC except for that portion which relates to the electric power transmission line.
The utility will take ownership of the transmission line per the power purchase agreement.
Also forwarded via hard copy yesterday, was the executed Power Purchase Agreement.
Please let me know if you have not received this yet.
I will shortly email the form of gas purchase agreement between the LLC and ECS.
This will merely be a new Confirm (Transaction Agreement "C") which will operate under the existing Enfolio Master Firm Purchase Agreement between ECS and the LLC which was created for Kachina.
| Gallup Docs. |
Heather, I talked further with Transwestern Counsel today concerning the issues and have the following points; 1.
FERC was made aware of the Compression Services arrangement with ECS in the filings for the certification of the Kachina units.
FERC simply didn't ask any further questions in that proceeding.
The Operation & Maintenance Agreements in place for the Kachina units essentially accomplishes the same tasks as the Operational Control Agreement in Gallup.
TW feels the O&M agreements would be adequate to address any concerns about TW's regulatory responsibility over the compressor facilities.
The Operational Control agreement was put into place in the Gallup Transaction because it was thought to be easier to give FERC exactly what is was looking for rather than provide them with the Gallup O&M Agreement which might unecessarily complicate the certification process at that time.
2.
There is no basis in FERC Regs or the NGA for FERC to impose any type of penalty or discontinue the Compression Service due to TW's operation of Kachina without the Operational Control Agreement.
No regs or law address this situation.
Again this is tempered by the fact that FERC was made aware of the arrangement and didn't ask any questions and the O&M agreement is in place to accomplish control for TW.
3.
I also faxed you a copy of Section 19(c) of the NGA which indicates that the petition for rehearing does not effect the status of the certificate.
Construction is moving ahead and the targeted start date is May 1.
I will forward the filing TW made wrt to the Operational Control Agreement as soon as I recieve it.
Let me know if you have any further questions (713) 853-3512.
| FERC Issues |
Attached are the following documents with slight changes and all the numbers input: 1.
Amendment to Compressor Services Agreement (Bloomfield) 2.
Amendment to Compressor Services Agreement (Bisti) 3.
Amendment to Operation and Maintenance Agreement (Bloomfield) 4.
Amendment to Operation and Maintenance Agreement (Bisti) Please disregard the previous versions and focus on these.
Also attached are two side letter agreements which specify the net book value for the Compressor Motor Buyout provisions (in the event of termination) under the Compressor Services Agreements 5.
Net Book Value Letter for Bloomfield 6.
Net Book Value Letter for Bisti Again, the plan is to have ECT and TW execute these documents and then assign all of these along with the agreements they amend and the power contracts to the ECS Compression Company, L.L.C.
Your timely review will be appreciated.
| Amendments to Bisti/Bloomfield Contracts |
Please review the attached.
I am still waiting on an answer from Davis concerning Section 3.2.
It may need to be tweaked a little more.
| GCA Amend. |
Susan, Attached is the amendment we discussed.
We would like to execute this today.
Mark indicated that Steve would sign today if everything looks OK.
Thanks for your help, Susan.
| GCA Amend. |
Susan, Attached is a description of the Gallup Facilities which should be attached as Exhibit A to the Gallup O&M Agreement.
This was prepared from information forwarded by Enron Engineering & Construction Company.
Let me know if you have any questions.
Thanks very much for your help and short turnaround on the amendments Friday.
| Gallup Facilities |
Janet, This is the last correspondance I had regarding that confidentiality agreement.
Not sure if Bobby Gaspard has seen the draft yet or not.
Let me know what you need.
Thanks.
| Trunkline CA |
TUFCO has agreed to remove the exception to consequentials for breach of quality provisions.
They are preparing executables and will forward to HPL for execution.
Thanks for your help.
| TUFCO Trawick I/C |
Hi Katie, How is my favorite Aggie?
Its been a hectic week so far.
This deal is scheduled to close Thursday morning and then a I catch a flight to Denver Thursday afternoon.
I have been putting the guys off in our Denver office for some time so I will be busy with them all day Friday and then a flight back to Houston on Saturday.
Denver is a cool town, so it should be fun on Friday night.
How is the research project going?
Any major breakthroughs in the health area.
Remember me when you win the Nobel Prize!
Gerald
| What Up? |
Hi Katie, Yes I am back in town.
Sorry I wasn't able to return your email yesterday.
It has just been crazy around here and I am leaving for San Antonio tommorrow and will be out the rest of the week for the Enron Legal Conference.
It is going to be at La Cantera on the northwest side of SA.
The place sounds pretty relaxing, so it should be fun.
Back in Houston Friday late.
Yea Denver was nice.
Slight delay in the flight, but not due to weather.
Just the usual airline misadventures.
It was snowing pretty hard when I arrived.
Kinda nice to be around some actual cold weather for a change.
Worked all day Friday and stayed with some friends Sat.
night.
Wish I had time to go up to the mountains for skiing.
So your not big on skiing huh?
The first time I went I hated it, but as you get better it really becomes a lot of fun.
Last time I went (last March) I tried snowboarding.
It was a lot of work to learn a new snow sport.
It was cool after I got the hang of it, except for dislocating my shoulder.
Ouch!
Sounds like ya'll had a good time at Northgate.
I hate it when friends take you out and get you drunk.
That seems to happen to me occasionally.
OK more than occasionally.
This time change does make for a rough week.
I didn't wake up until 8:00 am for work on Monday.
Just a little later for work than usual.
Coming into Houston anytime soon?
If you get a chance, I'd really like to take you to dinner sometime.
Take care.
Bye!
Gerald
| Hello! |
>> > Subject: 1999 Survival Guide for Taking a Dump at Work >> > >> > We've all been there but don't like to admit it.
We've all kicked >> > back in our >> > cubicles and suddenly felt something a brew down below.
As much as we >> > try to convince ourselves who hate pooping at work as much as I do, I give you the........... >> > >> > 1999 Survival Guide for Taking a Dump at Work.
>> > >> > Memorize these definitions and pooping at work will become a pure >> > pleasure.
>> > >> > ESCAPEE >> > Definition: A fart that slips out while taking a leak at the urinal or >> > forcing >> > poop in a stall.
This is usually accompanied by a sudden wave of >> > panic/embarrassment.
This is similar to the hot flash you receive >> > when passing >> > an unseen police car and speeding.
If you release an escapee, do not >> > acknowledge it.
Pretend it did not happen.
If you are standing next >> > to the >> > farter at the urinal, pretend that you did not hear it.
No one likes >> > an >> > escapee, it is uncomfortable for all involved.
Making a joke or >> > laughing makes >> > both parties feel uneasy.
>> > >> > JAILBREAK (Used in conjunction with escapee) >> > Definition: When forcing poop, several farts slip out at a machine >> > guns pace.
>> > This is usually a side effect of diarrhea or a hangover.
If this >> > should happen >> > do not panic, remain in the stall until everyone has left the bathroom >> > so to >> > spare everyone the awkwardness of what just occurred.
>> > >> > COURTESY FLUSH >> > Definition: The act of flushing the toilet the instant the nose cone >> > of the poop >> > log hits the water and the poop is whisked away to an undisclosed >> > location.
>> > This reduces the amount of air time the poop has to stink up the >> > bathroom.
This >> > can help you avoid being caught doing the WALK OF SHAME.
>> > >> > WALK OF SHAME >> > Definition: Walking from the stall, to the sink, to the door after you >> > have just >> > stunk-up the bathroom.
This can be a very uncomfortable moment if >> > someone walks >> > in.
As with all farts, it is best to pretend that the smell does not >> > exist.
>> > >> > OUT OF THE CLOSET POOPER >> > Definition: A colleague who poops at work and is damn proud of it.
>> > You will >> > often see an Out of the Closet Pooper enter the bathroom with a >> > newspaper or >> > magazine under their arm.
Always look around the office for the Out >> > of the >> > Closet pooper before entering the bathroom.
>> > >> > THE POOPING FRIENDS NETWORK (PFN) >> > Definition: A group of coworkers who band together to ensure >> > emergency pooping >> > goes off without incident.
This group can help you to monitor the >> > whereabouts >> > of OUT OF THE CLOSET POOPERS and identify SAFE HAVENS.
>> > >> > SAFE HAVEN >> > Definition: A seldom used bathroom somewhere in the building where >> > you can >> > least expect visitors.
Try floors that are predominantly of the >> > opposite sex.
>> > This will reduce the odds of a pooper of your sex entering the >> > bathroom.
>> > >> > TURD BURGLAR >> > Definition: A pooper who does not realize that you are in the stall >> > and tries to >> > force the door open.
This is one of the most shocking and vulnerable >> > moments >> > that occur when work taking a dump at work.
If this occurs, remain in >> > the stall >> > until the TURD BURG leaves.
This way you will avoid all >> > uncomfortable eye contact.
>> > >> > CAMO-COUGH >> > Definition: A phony cough which alerts all new entrants into the >> > bathroom that >> > you are in a stall.
This can be used to cover-up a WATERMELON or to >> > alert >> > potential TURD BURGLARS.
Very effective when used in conjunction with >> > an >> > ASTAIRE.
>> > >> > ASTAIRE >> > Definition: A subtle toe-tap that is used to alert potential TURD >> > BURGLARS that >> > you are occupying a stall.
This will remove all doubt that the stall >> > is >> > occupied.
If you hear an ASTAIRE, leave the bathroom immediately so >> > the pooper >> > can poop in peace.
>> > >> > WATERMELON >> > Definition: A turd that creates a loud splash when hitting the toilet >> > water.
>> > This is also an embarrassing incident.
If you feel a WATERMELON >> > coming on, >> > create a diversion.
See CAMO-COUGH.
>> > >> > HAVANA OMELET >> > Definition: A load of diarrhea that creates a series of loud splashes >> > in the >> > toilet water.
Often accompanied by an escapee.
Try using a >> > CAMO-COUGH with an >> > ASTAIRE.
>> > >> > UNCLE TED >> > Definition: A bathroom user who seems to linger around forever.
>> > Could spend >> > extended lengths of time in front of the mirror or sitting on the pot.
>> > An UNCLE >> > TED makes it difficult to relax while on the crapper, as you should >> > always wait >> > to drop your load when the bathroom is empty.
This benefits you as >> > well as the >> > other bathroom attendees.
>> > >> > FLY BY >> > Definition: The act of scouting out a bathroom before pooping.
Walk >> > in, check >> > for other poopers.
If there are others in the bathroom, leave and >> > come back >> > again.
Be careful not to become a FREQUENT FLYER.
People may become >> > suspicious >> > if they catch you constantly going into the bathroom.
>> > >> > CRACK WHORE >> > Definition: A crapper that has seen more ass than a Greyhound Bus.
>> > Tell tale >> > signs of a CRACK WHORE include pubes, piss stains and shit streaks.
>> > Avoid a >> > CRACK WHORES at all cost.
Try finding out when the janitor cleans >> > each >> > particular bathroom.
Don't forget, a CRACK WHORE can become a SAFE >> > HAVEN.
| Survival Guide |
Attached for review are the clean and redlined versions of the new Field Services and Gas Purchase Agreements.
Also attached is a Termination agreement which terminates the existing agreements with Kennedy.
Please review.
Dan, Please make sure the Purchase Agreement pricing is accurate.
Independant will follow tommorrow.
| Kennedy Documents |
Attached is the amendment to the field services agreement and a new construction agreement for the incremental collection facilities.
Independant needs to prepare Exhibit A to the construction agreement.
This is a description of the facilities to be constructed.
The construction agreement is the exact form which was executed for the initial Collection Facilities.
Please review and if everthing looks acceptable, please forward to Independant.
| Independent |
Attached are the draft Confidentiality Agreements for the Colonial Pipeline Projects.
Please note the following: 1.
Need address, contact, full legal name information for Flowserve.
2.
Please review the scope (1st Paragraph) for both agreements.
Need to make sure I not giving the parties to little or too much information concerning each others roles in this project.
3.
The Flowserve CA is unilateral.
Only binds Flowserve to protect info we give them.
Please review and let me know if you have any comments or questions.
| Colonial CA's |
Bruce, How is it going?
Are you still having problems working in your room?
Its like psssst, I am out.
I have a couple of letters at the house for you.
I can forward wherever you like.
Things are going fine for me.
I cry myself to sleep every night screaming out Bruce, Bruce why did you leave me?
Drop me a line and let me know how it is going.
Also do you have Tristan's phone number?
Wanted to give him a call and see if he wanted to grab some beers now and then.
| What's Up |
Attached are the revised agreements based on our discussion prior.
Please review and if everything looks good, I will prepare executables for MidCon.
Please note the following revisions: 1.
Midcon installs, owns, and operates the Deer Park Interconnect.
2.
HPL installs, owns, and operates the Flagstaff Interconnect.
3.
If the pressures committments are violated in accordance with the terms, the violating party pays the others cost incurred at that interconnect.
4.
Each Party still entitled to 1/2 capacity at each interconnect.
Please call if you have any questions.
x-33512.
| MidCon Agreements |
Patti, Hope everthing finds you well.
Just wanted to check if you had executed the interest rate swap and returned the documents yet.
Trying to clean up and prepare a binder of all documents.
Thanks.
| Gallup |
John, Attached are the case historys for the two cases.
Note: Followed - means the court followed the holding in the case cited Dissenting Opinion - means the dissenting justices referenced the case only (not really relevant) Distinguished - court didn't follow the holding of the case or simply found that the facts of the two cases were different.
Hope this helps.
| Case History |
Clement, Attached is a form of guaranty by Enron Corp. for ECS Compression Services Company, LLC.
(ECC).
ECC is owned approximately 9% by Enron Compression Services Company (a 100% owned ENA subsidiary).
The form has been reviewed by Continental Divide Electric Cooperative, Inc. (the Counterparty) and they are OK with it.
Please review and let me know if you have any questions.
If everything looks good, please obtain execution.
Thanks for your help.
| Guaranty Form |
I lost the information concerning fly fishing you left on my voice mail.
Could you be so kind as to resend via email.
I am thinking of just taking a poll to see what everyone's interest are.
I personally am thinking Mountain Biking sounds like great fun and a super way to endanger my life.
Drop me a note when you get a chance.
Also what is the schedule for the get together on Sat.
| Oops! |
Bruce, Attached is an article I found in the Houston Chronicle business section yesterday.
Has a negative outlook, but mostly related to product supply B2Bs.
You probably are familiar with most of the B2Bs they mention.
Thought might be useful to you.
Good talking to you yesterday.
The check better arrive this week or I start breaking your stuff one piece at a time.
| Information |
I recieved the interconnect agreements (executed by Southern Union) this morning.
Attached is the form of interconnect agreement that was executed by Southern Union.
I will forward to Steve Schneider for execution on behalf of HPL.
Please let me know if you have any questions.
| Southern Union Interconnect |
Mom, Could you send me a list of eveyone's email address.
What to take a poll on activities in Estes that everyone might be interested in.
I am doing fine.
Hope you guys are doing well.
| Email |
Clement, I had sent you a draft of a guaranty by Enron Corp. for ECS Compression Company, L.L.C.
earlier.
Have you had a chance to review and obtain execution yet.
Please let me know the status.
Thanks for your help
| Guaranty |
Attached for your review and discussion at the transport review meeting this Thursday are the following: 1.
Revised Goals for Interruptible Contract Revision Process 2.
Flow Chart of Current Interruptible Transport documentation Process These items will be revised as we work through the processs.
| Transport Contract Process |
Hi Katie, How are you doing?
Did you survive all your projects and presentations?
Haven't heard from you in a while and just wanted to see if you made it through.
Hope everything is going OK. Gerald
| Survive? |
Attached is the summary of ENA's take obligations under all the purchase agreements to date in the Powder River Basin.
Please call to discuss.
Sorry for the delay.
| Purchase Agreement Summary |
Mark, I received your fax concerning the season tickets.
Thanks for quick response.
I thought given the short time frame I would just email with my information.
If I could get 2 season tickets in my name on the East Side Lower Deck toward the Neuhaus Athletic Center, that would be my preference.
Lisa, indicated you wouldn't be able to know what seats might be available until you got all the responses back.
If you could email with the seats you have available prior to charging my credit card, I would greatly appreciate it.
If the only seats you have would be worse than about the 15 yard line in the area I mentioned above, I have a friend who is a Longhorn Foundation member with 6 tickets in that area at about the 15 yard line.
His name is Patrick McDonald.
If possible that I could attach 2 more season tickets to his without affecting the location of his seats, that would be great also.
I don't need OU tix.
My credit card number is 4305 7216 5689 6359 Expires 2/28/02 Visa.
If you really need the form filled out, just let me know and I will forward it.
Thanks for your help.
| Football Tix |
Attached is a draft of the turnkey construction contract for your review.
Ron, As we discussed, Exhibit A - Scope of Work will need to be included.
Please note the following points: 1.
Liquidated Damages - Need to assess a value for these damages.
2.
Force Majeure - This would currently provide EE&CC with relief from the In-Service Date requirements and consequently, the LDs.
Is this acceptable?
3.
Permitting - Need to specify in Exhibit F, those permits that ENA would secure, and make EE&CC responsible for any others.
4.
Utility Coordination - Currently this is very generally.
Are there specific responsibilities that should be stated in this Agreement wrt the Utility?
Please review with these in mind.
I will be out tommorrow and Friday.
Let's plan on meeting Monday to discuss the draft.
| Mooring Facility Construction |
Elizabeth, The Duns number for Enron Compression Services Company is 072773547.
I will be completing the Agency Agreement this afternoon and will forward to you.
Also I faxed the corporate data sheet for the company to you yesterday.
Let me know if you need anything else.
Thanks for your help.
| D&B Number |
Mark, Attached is the supplement to the Gas Letter for your review.
Do you have Patti's email.
We need to forward this for her review as well.
| TW Gas Letter |
Patti, Attached for your review is a draft supplement to the Gas Price Letter which increases the gas that TW delivers to the LLC by 2585 mmbtu per month.
We need to move forward and have TW execute ASAP to capture existing gas pricing, therefore I am only forwarding this document for your review at this time.
There will be more to follow.
Please contact myself at (713) 853-3512 or Mark Knippa at (713) 853-3463 with any questions.
Thank You.
| TW Gas Agreement |
Attached is the agreement with my changes and comments included.
I couldn't get it to redline for some reason.
Let me know if you have any questions.
| Storage Agreement |
I am interested in becoming a member of the Foundation.
Gerald R. Nemec 1403 Banks Houston, Texas 77006 What else do you need from me to get the membership going and how fast can I set it up?
Thanks
| Foundation Membership |
Ken, Can you email me the particulars on Ted so we can put a consulting agreement into place with him.
I need the following information: Full Name Address Pay rate (Hourly/Daily+Expenses?)
I think that's all for now.
Thanks.
| Ted Huss |
Mark, I joined the foundation today and should be in the system.
Let me know if there is anything else you need.
Thanks for your help.
| Foundation Membership |
Please see the attached.
I am still trying to obtain the DOE reports for Canada from Juanita Marchand for Question #19 of the Pan Alberta.
Any help you could give me there would be greatly appreciated.
| Responses to Data Request |
Attached are the reports to be attached for #20 of the Pan Alberta Request.
Please note that there are 3 sheets in each files which report different volumes.
I also removed all pricing information from the reports.
One report for each quarter of 1999.
Please let me know if you have any questions.
| DOE Reports |
GT, How is it going brother?
Got that house finished yet?
Wanted to see if you were going to be in town for the Memorial Day weekend.
I was kicking around the idea of doing some tubing and maybe stopping by Austion for a night to chase some good looking Austin women.
Drop me a line.
| What's Up |
Mary, Here is another one from Candy.
Might want to check with AEW to make sure she hasn't taken care of this already.
Thanks for your help.
| HPL Resources Company |
Attached is a revised construction agreement (redlined version) incorporating the changes we discussed.
I have not changed either the liquidated damages or force majeure provisions at this point.
Ron, you indicated in your voice mail that you wanted to wait until things firmed up a bit more with respect to those provisions.
Please review and let me know if you have any questions.
Not sure if we should forward to EE&CC at this point yet, given the uncertainty on the two provisions.
What are your thoughts?
Thanks
| Mooring Construction |
Heidi, I have reviewed the contracts and the amendments and the following is their status: 1.
Contract Number 96006959 (012-41991-02-004) Amended April 1, 1999 Term: Month to Month and may be terminated by either party with 10 days written notice prior to end of the month (But see rate section below) Rate: Agreement was amended on April 1, 1999 to put a flat rate of $0.085 for all receipts at Thompsonville (Meter #6351) through March 31, 2006 (This language would override the month to month term) No other Points of Receipt are allowed under this contract.
Note: Prior to the Amendment on April 1, 1999, the $0.01 fee escalator was still in effect for any volumes moved under this contract prior to the Amendment.
If the escalator wasn't assessed during that time, it should have been.
This escalator would have applied to all receipts and fees on the original Exhibit A to the contract.
2.
Contract Number 96006966 (012-41991-02-003) Amended April 1, 1999 Term: In effect through March 31, 2006 Rate: Those set forth on Exhibit A as amended on April1, 1999 for the terms set forth on Exhibit A.
Let me know if you have any questions concerning the above summary.
| Entex Contract Review |
Brad, Can you give me a status on where you are at with the review of the Lease Docs for the MEGS Facilities?
I forward those documents about a month back.
Gerald Nemec Enron North America Corp. - Legal
| Platform Lease |
Rude-Dog, How is it going out there brother?
Been keeping your sanity while living at home?
Things here are about the same.
Talked to your boy Tree the other day.
He had some interesting new developments in his love life.
Of course they were sordid and made me somewhat uncomfortable.
Well sort of.
Your furniture is still almost completely intact.
The longer you stay out there, the better my chances of picking up some furniture real cheap.
Haven't seen that much of Janel lately.
She went out to Florida this weekend to convince a gay guy that the opposite sex is not icky after all.
Should make for some interesting stories when she returns.
Drop me a note when you get a chance.
Talk at you later.
G$
| Hello! |
Check out the attached response from Marathon concerning our revisions.
I guess this is a new negotiation technique.
Just ignore the counterparty's concerns.
Let's discuss this before I call Brad back.
Thanks.
| Platform Lease -Reply |
Richard, The attached resume is from an attorney who is a friend of an Associate here at Enron.
I had worked with the Associate before but don't know his friend.
I told the Associate that I wasn't sure of our hiring needs, but that I would pass the resume along.
Barbara indicated you were our recruiting coordinator.
So here it is.
| Recruiting |
Attached is a clean and redlined version of the Capacity Allocation and Expansion Determination Agreement.
I will follow with the LLC and Administrative Manager Agreement, however those changes will be minor.
The substance is in this Agreement.
| Capacity Allocation Revisions |
Attached is the draft CA for Intergen.
Note that there are still several blanks in the Agreement that I need information to complete.
Please review and let me know if you have any questions.
| Intergen CA |
Here it is guys.
Still checking for any cleanups, but in interest of time I am forward for your review.
It is redlined against the previous revised version.
| Capacity Allocation |
Attached is a redlined version of the agreement with the revisions.
Some revisions beyond those we discussed with BR were made strictly to clear up inconsistencies in the original document.
Please review and let me know if you have any questions.
I plan on being at the Member Meeting in Denver next week, but please call any time prior if you wish to discuss.
(713) 853-3512.
I will be forwarding the LLC and Administrative Agreement with revisions tomorrow.
The revisions to these docs are slight and only made to reflect the be consistent with the substantive changes in the Capacity Allocation and Expansion Determination Agreement.
| Capacity Allocation Revisions |
Attached are redlined versions of an amended and restated LLC agreement and an amendment to the Administrative Services Agreement.
I decided to simply amend the Admin.
Agreement since the change was so minor.
You will note that the changes in the LLC Agreement were solely to accommodate the revisions made in the Capacity Allocation Agreement which I forwarded earlier.
Please call if you have any questions.
| LLC and Admin. Agreement Revisions |
Mark, Attached are the confirms for both the ECS purchase and the ECT purchase.
Please take one last look.
If OK I will forward the ECS purchase to Porter and Hedges.
The ECT confirms still have the TW West Texas Pool as being the point at which ECT takes title.
| Confirms |
Jaime, This CA accidentally was sent to you with choice of law being New York.
It should be Texas law.
If Questar has seen this doc., we need to let them know.
Thanks.
| Questar CA |
Attached are redlines.
Please review.
Susan will be out of the office on Mon.
and Tues. of next week, so we need to get this to her asap.
| Revised CSA and Termination Agreement |
Ken Pearson, Attached is revised facilities agreement reflecting a small change in the design of the station.
Please review and let Cheryl Marshall know if it is acceptable asap.
We will replace that page in the originals and execute and forward one to Celanese.
The revised section are underlined and highlighted.
Cheryl will also be faxing revised exhibits to the agreement for your review.
| Revised Facilities |
Attached are the form of confirm that are being executed for the Gallup Amendments.
Let me know if you have any questions.
I have also attached the TW gas letter agreement which I had forward earlier.
These are all the operational docs.
required for the amendment.
| Enfolio Confirms |
For completeness, Attached are the operational documents that reflect the Gallup Amendments.
The Gas Price Letter reflects TW's agreement to provide incremental gas volumes.
The confirms to the existing Enfolio deals reflect the value for the gas which flows from Enron North America Corp. to Enron Compression Services Corp. and finally to the LLC.
The confirms done with the original Gallup Transaction are not being amended.
New confirms are being added to handle the incremental gas from TW.
Please let me know if you have any questions.
| Enfolio Confirms |
Dan, I have reviewed the Wildhorse (Mesa) Gathering, Processing, and Transport Agreement.
This agreement is still valid and the gas is dedicated to this Agreement through 2013.
The agreement present some problematic issues which I will outline.
1.
Gas Quality - The gas quality provisions only require Wildhorse to transport the gas if the gas meets the downstream carriers (in this case Northwest Pipeline) gas quality specifications.
We propose to put in a treating plant which would allow the gas to meet the specifications, however there are no provision in this Agreement which allow us to insert a plant between Northwest Pipeline and Wildhorse.
Wildhorse could delay are extract value from us for this connection.
This is an uncertainty.
2.
Wildhorse Obligation to Perform - Based on my understanding of the facts, at some point during the term of this agreement, Northwest Pipeline enforced their gas quality specifications and refused to take the gas at the downstream side of Wildhorse's Gathering System.
As a result, Wildhorse shut in Enogex's production and it has been shut in ever since.
Wildhorse has a right to do this under this Agreement (see #1 above) and therefore Wildhorse has not breached its obligation to transport under this Agreement.
Wildhorse's obligation was suspended when Northwest refused receipt of the gas.
3.
Unprofitability - Assuming Wildhorse worked with us to install the treating plant which conformed the gas to Northwest Specifications, they could refuse to provide gathering service under this agreement if it was still uneconomical for them to do so.
If they decided it is uneconomical for them to do so, they have the right to provide Enogex with various potential solutions which include (i) renegotiating the terms (ii) allowing Enogex to operate Wildhorse's equipment at Enogex sole cost, expense and risk, or (iii) release the gas from the Agreement.
The problem here is that there is no time limit under which Wildhorse must reach a solution with us and no specific solution they must reach.
Wildhorse could drag this out for some extended period of time and they could extract significant value.
My recommendation is that we make Enogex's resolution of these issues with Wildhorse a condition precedent to closing and funding this deal.
I know the timing is late.
However if Enron funds this deal and takes on the risk of negotiating with Wildhorse to resolve either a new deal or a release of the gas, everyone needs to understand that such negotiation could take substantial time and Wildhorse will have significant leverage.
Let me know if you wish to discuss this further or have any questions.
| Wildhorse Gathering Agreement |
Mark, Please review the attached letter and provide the missing date.
If everything looks good, I will prepare an original for your signature.
Also, do you have any resolution on the TW transport issue?
Is it acceptable for ECT to take title at the West Texas Pool and ECS still operate the transport agreement as its agent?
| TW Force Majeure |
Heidi, Attached is the modified confirm form.
Please note the following: 1.
This will only work with an Interruptible all points master contract 2.
This confirm cannot extend the term of a transport agreement.
We need to make sure that the master is still in its term.
3.
The counter -party should sign off for every transaction.
Via fax
| Confirm Form |
Chris attached is a clean and redline version of the Gregg Agreement with my revisions.
The form Gregg sent was the original form they had forwarded for the first project.
I change to reflect the change we made at that time.
As you will notice it is quite a few changes.
However, since Gregg signed off on this form once already, they shouldn't have a problem doing it again.
Let me know if you have any questions.
| Gregg Agreement |
Will, Sharon left a voice mail indicating that you could set me up with a set of clubs on Saturday.
That sounds great.
I will plan on playing with you guys tomorrow.
Thanks.
| Golf on Saturday |
Dan and Teresa, Attached is the form of declaration of Managing Member under which Crescendo appoints ENA to exclusively negotiate a gathering deal with Wildhorse.
Please review.
Teresa, Do you think we need to get the Class B member approval also for this appointment of ENA as representative?
The LLC Agreement is open with respect to the Managing Member delegating its duties.
Dan or Ward, Please note that the Crescendo LLC Agreement Section 6.3 indicates that if the Managing Member request the Class C Member (Enron) to provide certain financial or technical services, then Class C Member may do so for market based rates.
Is it the intention that Enron be reimbursed for any commercial or engineering services it provides to the LLC such as negotiating with Wildhorse or Project Management of the Plant Construction?
| Crescendo |
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