From: [email-masked]
To: [email-masked], [email-masked]
Cc: [email-masked], [email-masked]
Date: Wed, 14 Nov 2001 15:17:20 -0800 (PST)

Dear Mark and Lance: 

        I know it's a challenging time over there right now for all of you, and that the last thing you want is another pitch.  However, I wanted to let you know that we're still thinking of you and eager to do whatever we can to assist in the transition process.  In that regard, several of us got together yesterday to meet and discuss areas where we could provide some assistance to Enron as it moves forward.  That list is as follows:

        Divestitures.  As you know, we certainly have a close familiarity with Enron's various businesses.  While it's presumably too early to know what Enron will keep and what it will dispose of, we are certainly well situated to assist in those transactions.  

        Restructurings.  We are also well-positioned to assist you in any debt restructurings which Enron chooses to pursue.  I will separately send you some additional information regarding our banking and lending practice, and loan restructuring practice.  

        Securities Litigation.  While I know Enron retained Wilmer, Cutler & Pickering for most of the securities litigation, we do have some unique capabilities in that regard, and would like to explore either serving as local counsel in some of that litigation, or representating some of the Enron affiliates that are named in the litigation.  Again, I will separately send some information regarding our securities litigation practice.

        Commercial Leasing.  I imagine that Enron's office space situation will change fairly dramatically.  We have extensive experience in leasing and subleasing matters, as well as real estate work-out matters.  

        Labor/Employment.  We can offer targeted and deep expertise in any aspect of labor and employment law that may be implicated in the Dynegy/Enron merger, from review and analysis of employment agreements that may exist with key Enron employees to assisting with any adjustment of the workforce of the combined companies.  I will send you more detailed information about our practice in this area.  

Mark and Lance, this list is intended merely as our best guess as to areas where Enron may need some assistance--it is not meant to be exhaustive.  We want to help you in any way that we can, whether it's in areas that we've discussed above, or in other areas that we haven't thought of.  The key point is that we are here to help.  Call me when you get some time and we can discuss this in more detail.  My direct line is (713) 226-1143.

Very truly yours, 

Bill 

H. William Swanstrom 
Locke Liddell & Sapp LLP 
Phone:  (713) 226-1143 
Fax:  (713) 229-2518 
[email-masked]