Re: Compression Services Agreement for Tennessee Gas Pipeline

Thanks for the review. A more formal response is not necessary at this
time.

"Daniel Clearfield" <dclearfield@wolfblock.com<
03/23/2001 12:04 PM

To: <Gerald.Nemec@enron.com<
cc:
Subject: Re: Compression Services Agreement for Tennessee Gas Pipeline

Gerry, I've looked over the agreement and still don't believe that it raises
any PUC regulatory issues. If you need more (or a more formal version of
this e-mail) please contact me.

Daniel Clearfield, Esq.
Wolf, Block, Schorr and Solis-Cohen LLP
212 Locust St., Suite 200
Harrisburg, PA 17101
(717) 237-7173
(717) 237-7161 fax

<<< <Gerald.Nemec@enron.com< 03/20/01 12:59PM <<<
Dan, Per our discussion, attached is the Compressor Services Agreement
between Enron Compression Services Company and Tennessee Gas Pipeline
Company. This is a rough draft at this point, but should give you a good
idea of the structure of this deal. Note that Section 3.4 will be removed
as this is no longer part of the deal.

(See attached file: EP comp agmt1.doc)