Enron Mail

From:robert.hill@enron.com
To:shelley.corman@enron.com, janet.place@enron.com, eva.neufeld@enron.com
Subject:Mktg. Affiliates Rule/Denver office/Project 20/20
Cc:bambi.heckerman@enron.com, ray.neppl@enron.com, stanley.horton@enron.com
Bcc:bambi.heckerman@enron.com, ray.neppl@enron.com, stanley.horton@enron.com
Date:Tue, 11 Jul 2000 05:35:00 -0700 (PDT)

In Project 20/20, Northern Border Partners, LP (NBP), proposes the addition
of 20 employees now located in Denver and working for Enron North America.
These 20 employees have developed four packages of gathering assets in the
Powder and Wind River Basins in the state of Wyoming. In 3 out of 4 of the
packages it is a fractional ownership situation where NBP will not control
the gathering company. NBP wishes to acquire these asset packages and the
20 people who presently manage them. The 20 individuals perform the
following functions (1)Finance and Structuring (2)Commercial Development and
Asset Management (3) Engineering and Operations (4) Deal Origination.

The natural gas gathered by the subject gathering assets finds its way to
market using the following interstate pipelines, Trailblazer, CIG, Kern
River, and to a limited extent, Williston Basin, Kinder Morgan and MIGC. In
numerous situations the gas will be purchased at the wellhead by ENA and
transported through gathering systems to be owned in whole or in part by
NBP. Those individuals who approve the purchase of the wellhead gas (and
determine the pricing) are not included in the 20 employees who would come
to work for NBP. ENA and NBP do contemplate future joint venture projects
where ENA would buy and sell gas and NBP would build gathering systems.

It is proposed that the 20 employees, located in Denver and led by an officer
located there will be employees of a division of Northern Plains Natural Gas
Company (a wholly owned sub of Enron and operator of Northern Border
Pipeline Company). It is not intended that the 20 employees ever have duties
with respect to the management or operation of NBPL. It is proposed that the
Denver officer would report to the President of Northern Plains and the
Chairman of NBP (Currently Larry Deroin).

THE QUESTION: Do the FERC's standards of conduct regarding marketing
affiliates impose restrictions on the deal as described or the individuals
proposing to come to work at NPNG on behalf of NBP. If so, please describe
the restrictions and suggest improvements in the proposed structure. (
Assume as a given that the 20 employees want to remain within the Enron
family of companies.)