RE: Bridgeline Transport and Storage Sounds good - I have also tentatively schedule Brian Bierbach of Northern Boarder Partners (Enron MLP) to meet with us on Thursday at 2:00 to discuss the potential sale of Bridgeline to Northern Boarder (does this work for you)?.   He is interested and wants to get started on due diligence.   The idea is to get the process going now ahead of the March date so that we have a buyer lined up if Chevron exercises the buy/sell provision.  Because Northern Boarder is an affiliate we can work around the confidentiality provisions.   Regards, Brian -----Original Message----- From: Zisman, Stuart  Sent: Saturday, January 12, 2002 11:49 AM To: "Mark Ellenberg" @ENRON; Nemec, Gerald Cc: Redmond, Brian; McMichael Jr., Ed; Parks, Joe Subject: RE: Bridgeline Transport and Storage This is good information.  One other thing that wasn't mentioned was the fact that all of the partnership documents are in the name of LRCI (and other wholly owned affiliates of ENA - but not ENA itself), while the storage and transport agreement is in the name of ENA [Gerald - I think this is right].  My guess is that this may further strengthen Mark's belief that the arrangements should not be linked.   Based on Mark's conclusion - I would like to get together internally to figure out what should be done on the storage and transport agreement.  It might be in the best interest of the creditors to give Bridgeline a sense that we might be rejecting the agreement so that they can line something else up (thereby mitigating the harm to the partnership and indirectly to ENA as a 40% interest owner).   Stuart   -----Original Message-----  From: "Mark Ellenberg" @ENRON [mailto:"Mark Ellenberg" @ENRON]  Sent: Fri 1/11/2002 7:51 PM  To: Nemec, Gerald  Cc: Redmond, Brian; Zisman, Stuart  Subject: Re: Bridgeline Transport and Storage baed on what i read in your e-mail, these are distinct contracts that would be viewed in isolation for purposes of rejection.  bridgeline's position is at best creative and i would give it little to no chance of success.                     "Nemec,                     Gerald"               To:     mark.ellenberg@cwt.com                     , "Redmond, Brian"                     ENRON.com>                                 Office:               Subject:     Bridgeline Transport and Storage                     01/11/02 07:27                     PM Mark,  In discussion with Bridgeline Holding LP's bankruptcy counsel today, he stated that he thought ENA would be unable to reject that storage and transport contracts with Bridgeline without ENA also rejecting the Partnership Agreement for Bridgeline.  What are your thoughts on this? Their counsel's argument was that these long term contracts were part of the consideration for TEPI to enter into the LP and as such ENA would not be able to escape the obligations of these contracts and still obtain the benefits of the LP. Some background: Bridgeline Holdings, L.P. was formed in March of 2000 with ENA holding 40% equity and Texaco Exploration & Production, Inc. holds the other 60% equity.  Management of the LP is 50/50.  ENA and TEPI both contributed natural gas pipeline assets located in Louisana into the Partnership.  ENA entered into a long term storage and transport agreement (the ones you have seen) at the time of the closing of this deal.  These agreements call for monthly demand charges.  There is also a letter agreement concerning early termination of the storage and transport agreements.    The letter states " You [ENA] acknowledge and agree that such termination fees are necessary to induce TEPI to enter into that certain Amended and Restated Limited Partnership Agreement".  The letter goes on to set out the specific LDs payable by ENA to TEPI upon their early termination. You may need more facts than these.  Let me know if you need more info. ********************************************************************** This e-mail is the property of Enron Corp. and/or its relevant affiliate and may contain confidential and privileged material for the sole use of the intended recipient (s). Any review, use, distribution or disclosure by others is strictly prohibited. If you are not the intended recipient (or authorized to receive for the recipient), please contact the sender or reply to Enron Corp. at enron.messaging.administration@enron.com and delete all copies of the message. This e-mail (and any attachments hereto) are not intended to be an offer (or an acceptance) and do not create or evidence a binding and enforceable contract between Enron Corp. (or any of its affiliates) and the intended recipient or any other party, and may not be relied on by anyone as the basis of a contract by estoppel or otherwise. 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