Message-ID: <13515879.1075851006104.JavaMail.evans@thyme> Date: Fri, 21 Jul 2000 10:57:00 -0700 (PDT) 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, mary.joyce@enron.com, david.nutt@enron.com, frank.smith@enron.com, james.bouillion@enron.com, richard.shapiro@enron.com, steven.kean@enron.com, charles.cheek@enron.com, robert.williams@enron.com, cullen.duke@enron.com Subject: Project Summer Matrices; Update Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Lance Schuler-Legal X-To: Stephen Wallace, Robert H George, Eric Newell, John Lamb, John Novak, Sandeep Katwala, Bruce Lundstrom, Daniel R Rogers, Frank Sayre, John Schwartzenburg, Mary Joyce, David Nutt, Frank Smith, James L Bouillion, Richard Shapiro, Steven J Kean, Charles Cheek, Robert C Williams, Cullen Duke X-cc: X-bcc: X-Folder: \Steven_Kean_Oct2001_2\Notes Folders\Attachments X-Origin: KEAN-S X-FileName: skean.nsf 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!