RE: Approvals for Philippines Transaction

Lance Schuler will help us deal with board issues related to the merger.

-----Original Message-----
From: Mahan, Mariella
Sent: Tuesday, November 13, 2001 11:56 AM
To: Hayslett, Rod; Schuler, Lance (Legal)
Cc: Sommers, Jeffrey E.; Jernigan, Steve; Hirsh, Steve; Ji, George; Ji, Lian
Subject: RE: Approvals for Philippines Transaction

Thanks Rod.

Although I do not think RAC has approved the proposed transaction, I do know that RAC has gone over our models several times and, as recently as a few weeks, and has signed off on our Fair Market Value, which is some 20 to 30% below the proposed purchase price from the utility. By copy of this to Steve (J), Steve (H) and Lian, I am asking them to start a formal process right now.
Thanks again. Mariella

-----Original Message-----
From: Hayslett, Rod
Sent: Tuesday, November 13, 2001 11:48 AM
To: Schuler, Lance (Legal)
Cc: Mahan, Mariella; Sommers, Jeffrey E.
Subject: RE: Approvals for Philippines Transaction

Can you help us here?

For Mariella and Jeff: Has this divestiture been to RAC? It will need to go, and probably sonner rather than later.

-----Original Message-----
From: Mahan, Mariella
Sent: Tuesday, November 13, 2001 11:44 AM
To: Sommers, Jeffrey E.; Hayslett, Rod
Subject: Approvals for Philippines Transaction

I have a quick question here:

In the LOI with the GoPhil., parties are required to show BoDirectors approval for the transaction. This transaction will net to Enron approx. $100 million. This is a divestiture and I don't know how we are handling approvals for that. Can you help me understand the approval process and whether given such the Dec 1 deadline will be an issue? I would think not but wanted to check.
Thanks