Enron Mail

From:lance.schuler-legal@enron.com
To:stephen.wallace@enron.com, robert.george@enron.com, eric.newell@enron.com,john.lamb@enron.com, john.novak@enron.com, sandeep.katwala@enron.com, bruce.lundstrom@enron.com, daniel.rogers@enron.com, frank.sayre@enron.com, john.schwartzenburg@enron.com,
Subject:Project Summer Matrices; Update
Cc:
Bcc:
Date:Fri, 21 Jul 2000 10:57:00 -0700 (PDT)

Just so you had the latest matrices; although some of you directly received
these materials. I anticipate being able to send you a revised draft of the
Purchase and Sale Agreement by next Tuesday morning. No doubt, everything
will become clear in the next draft - materiality, Subject Companies,
required Authorizations, etc. I anticipate circulating a full draft of the
Schedules by mid next week. The plan would be to revise the draft schedules
based on the revised text of the Agreement and your further review of the
respective businesses generally. We will also need to keep in mind some
sense of conformity as to how each unit is making their respective
disclosures. The Schedules will not need to win an award for beauty at that
point, but do need to be well organized and make sense. I encourage each of
the General Counsels to coordinate with Mary Joyce on HR matters, Frank Smith
or Dave Nutt on environmental matters, Cullen Duke on tax matters, Bob
Williams and Chuck Cheek on litigation matters, Rick Shapiro on regulatory
matters, and Jim Bouillion on insurance matters, just to make sure nothing
slips through the cracks. Timing of course is critical. The Disclosure
Schedules may become critical path items, and we may all hear that. I
expect there will be great progress generally next week, and there will be
tremendous pressure to deliver a complete draft of the Schedules to Skadden
soon after the end of next week. Your comments would likely need to be in by
the end of the week - sorry. Please be aware that the Business Unit heads,
right before execution of the Agreement, are likely to have to sign-off on
the disclosures under the Agreement. Truly, thanks for all the help. Send
money or Disclosure Schedules. Lance.
----- Forwarded by Lance Schuler-Legal/HOU/ECT on 07/21/2000 05:07 PM -----

Nicole Alvino
07/21/2000 12:22 PM

To: Bill Gathmann/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Randy
Young/SA/Enron@ECT, John Schwartzenburg/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT,
Fred L Kelly/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Kathleen
Carnahan/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Frank
Sayre/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Daniel
Castagnola/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Ricky Lynn
Waddell/SA/Enron@Enron, Daniel R Rogers/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT,
Bruce Lundstrom/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Jeffrey E
Sommers/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Ananda
Mukerji/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Christopher B
Hunt/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Joseph Franz/Corp/Enron@Enron,
lbrasher@skadden.com, bhoghooghi@skadden.com, Sashby@skadden.com
cc: Cheryl Lipshutz/HOU/ECT@ECT, Lisa Mellencamp/HOU/ECT@ECT, Cullen
Duke/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Jan Johnson/GPGFIN/Enron@ENRON,
Richard Shapiro/HOU/EES@EES, Lance Schuler-Legal/HOU/ECT@ECT, Shonnie
Daniel/HOU/ECT@ECT, Amit Walia/HOU/ECT@ECT, Ceci Torn/Corp/Enron@ENRON,
Patrick Conner/HOU/ECT@ECT, mspradling@velaw.com, jdilg@velaw.com,
wjoor@velaw.com, sbarber@velaw.com, ashouse@velaw.com, ckornreich@velaw.com,
jkamine@velaw.com, bweiland@velaw.com, jamie.welch@csfb.com,
david.munoz@csfb.com, Victor.gonzalez@csfb.com, bradley.aitken@velaw.com
Subject: Project Summer Matrices

Attached please find the latest and greatest ABC matrix and Gty, LC, and
affiliate contract matrix. The information has been updated in red by
comments we have recieved from the EI business units. The new transfer level
and sever level info came from the A/B/C structure task force. (Please note
that the A/B transfer level is the same as the sever level unless ptherwise
noted.) It still needs to be reviewed by both sides. We are waiting for
final regulatory issues and action items this weekend after a collaborative
effort from both sides. There are still pieces of info in these matrices
that the deal team needs that are highlighted in blue. Please fill in TBD to
the extent you can determine and send it back in green.

Please review both matrices and send changes to Nicole Alvino and Bill
Gathmann.

Thanks so much for all your help!