Stagecoach

Hi Gerald,

Below is the email Chris sent. We've obviously already talked about the CSA,
but we need to put together a letter of intent. Can we talk about this today
- I'll be glad to help you in any way - I know you're pretty busy.

Andrew
---------------------- Forwarded by Andrew Miles/NA/Enron on 02/26/2001 08:36
AM ---------------------------
From: Chris Hilgert@ECT on 02/25/2001 08:21 PM
To: Andrew Miles/NA/Enron@ENRON
cc: Mark Knippa/HOU/ECT@ECT
Subject: Stagecoach

Andrew,

Per our discussions this last week, please develop a closing schedule on this
deal that incorporates the following and highlights who are the key players
on the transaction, both internally and externally:

1) Letter of Intent - Terms & Conditions
Heat Rate w/ Float based on NYMEX 10-year pricing (cover ENE both up & down)
Annual Charge w/ Float based on PJM 10-year pricing (cover ENE both up & down)
Lease/O&M Costs
Future Call Option (ENE First Look/Last Look)
Deal Completion by 3/31/01
Contingent only upon ENE Management Approval

2) EES Transparency Meeting/Value Sharing

3) Accounting Argument Plan (Let's Discuss)

4) Wholesale Gas Pricing Plan

5) Compression Services Agreement
Draft
Negotiation
Final Document Signing

6) EES Transaction Agreement

Prepare this and let's take a look at it. As discussed, Mark will be looking
over your shoulder on this transaction as this is your first one to close in
ECS. Feel free to modify the attached schedule that I used on a different
deal in Excel. If you have any questions, please don't hesitate to ask.

Thanks,
Chris

Andrew Miles@ENRON
02/20/01 04:14 PM

To: Mark Knippa/HOU/ECT@ECT, Chris Hilgert/HOU/ECT@ect
cc: Maria Tefel/NA/Enron@Enron
Subject: Stagecoach

Hey Guys,

Just talked to Corey Grindal at El Paso. Our narrow window has been narrowed
even further. Corey and Paul will be out of town and unavailable for much of
the next month. He threw out some dates that they would be available - March
1,2,8,9, and the week of the 19th. I told him we would have a first draft
copy of the contract ready for lunch on the 1st of March (next Thursday). We
needed to get this done by then anyway, but now it is absolutely necessary.

I also explained to him that at this point, the option value is not at the
level we need to put in the contract, so the the contract would include a
9-month look and exclude the summer months - and that we would continue
working on the summer months portion. He was absolutely fine with this.

Now the pressure is on.

Andrew