Message-ID: <24196136.1075842013033.JavaMail.evans@thyme> Date: Wed, 14 Mar 2001 10:04:37 -0800 (PST) From: louise.kitchen@enron.com To: tom.mckeever@enron.com, justin.boyd@enron.com, travis.mccullough@enron.com, david.tregar@enron.com Subject: RE: eMetra Mime-Version: 1.0 Content-Type: text/plain; charset=ANSI_X3.4-1968 Content-Transfer-Encoding: 7bit X-From: Kitchen, Louise X-To: McKeever, Tom , Boyd, Justin , McCullough, Travis , Tregar, David X-cc: X-bcc: X-Folder: \ExMerge - Zipper, Andy\espeed X-Origin: ZIPPER-A X-FileName: andy zipper 6-26-02.PST Jonathan's response and my draft response for comment. Notice he doesn't even mention the fact he included posting!!! Jonathan, As stated in my previous message. The letter and your email confirm that Enron and eSpeed are not close to any agreement. The time required to further pursue this negotiation clearly outweighs any upside potential for Enron. Regards Louise Kitchen COO Enron Americas cc: Fred Varacchi, eSpeed Tom McKeever, Enron Metals Justin Boyd, Enron Legal - Europe Travis McCullough, Enron Legal - Americas Andy Zipper - EnronOnline Greg Whalley - Enron Wholesale David Tregar - Enron Metals Enron Capital & Trade Resources Corp. From: "Uman, Jonathan" 03/14/2001 11:39 AM To: "'Louise.Kitchen@enron.com'" cc: Subject: RE: eMetra Louise, Please allow me to clarify a few points before you discount our proposal out of hand. In your proposal dated Feb 9, you proposed a transaction which equated to $10 million in value for Enron. I have proposed $10 million of value delivered as $2.5 million in upfront cash, $5 million in "floor-value cash" structured through a free option to Enron locking the floor value of the stock at $5 million and $2.5 million in eSpeed class A common stock. The $7.5 million of cash would be invested as you described in 3 vertical markets. As I stated to you over the past month, the remaining $2.5 million in stock would be subject to a 1 yr lock up. The only part of the side letter agreement we did not discuss was the commitment by Enron not to make commitments to competing verticals for a 18 month period which we feel is justified given that we are financing your entr?e. There are no other obligations in the letters outside of what we discussed - only structural elements required to get the transaction executed. I would like the opportunity to discuss this with you in greater detail. Both Fred and Howard are also available. Regards- Jonathan -----Original Message----- From: Louise.Kitchen@enron.com [mailto:Louise.Kitchen@enron.com] Sent: Wednesday, March 14, 2001 12:03 PM To: Uman, Jonathan Cc: Varacchi, Frederick Subject: eMetra Jonathan, Thank you for your fax dated March 13, 2001 which incorporated the letter from Fred Varacchi. I have read the letter and had several discussions with my colleagues in London and we conclude that we have no further wish to pursue any discussions with eSpeed. The letter does not seem to correspond to any of the discussions we have had to date. I simply do not see any upside in pursuing discussions, bearing in mind that you received from us a draft proposal which you previously indicated was satisfactory and then followed up with a letter that does not relate at all to the proposal. Regards Louise Kitchen COO Enron Americas cc: Fred Varacchi, eSpeed Tom McKeever, Enron Metals Justin Boyd, Enron Legal - Europe Travis McCullough, Enron Legal - Americas Andy Zipper - EnronOnline Greg Whalley - Enron Wholesale David Tregar - Enron Metals