In order to comply with FERC regulations regarding title to natural gas, Enron proposes to sell natural gas to Frito Lay at the Permian supply basin and act as agent to manage Frito Lay's TWPL transportation agreements. The agency agreement would authorize Enron to act on Frito Lay's behalf to optimize the use of the transportation agreements. Enron's Interstate Transportation Management Fee Enron shall be paid the greater of a flat fee of $.00/mmbtu for all quantities delivered to the California border and consumed in Frito Lay's facilities or a percentage of incremental value realized as a result of optimization the TWPL transportation agreements. To the extent Enron can increase Frito Lay's profitablity by implementing alternative supply and transportation strategies, Enron proposes to retain ___% of any incremental value realized on the TWPL transportation agreements.

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Frito Lay