EXHIBIT 2.2
THIS PROPOSED DISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY THE BANKRUPTCY COURT
AS CONTAINING ADEQUATE INFORMATION UNDER BANKRUPTCY CODE SECTION 1125(b) FOR USE
IN THE SOLICITATION OF ACCEPTANCES OR REJECTIONS OF THE CHAPTER 11 PLAN
DESCRIBED HEREIN. ACCORDINGLY, THE FILING AND DISSEMINATION OF THIS DISCLOSURE
STATEMENT ARE NOT INTENDED TO BE, AND SHOULD NOT IN ANY WAY BE CONSTRUED AS, A
SOLICITATION OF VOTES ON THE PLAN, NOR SHOULD THE INFORMATION CONTAINED IN THE
DISCLOSURE STATEMENT BE RELIED ON FOR ANY PURPOSE BEFORE A DETERMINATION BY THE
BANKRUPTCY COURT THAT THE PROPOSED DISCLOSURE STATEMENT CONTAINS ADEQUATE
INFORMATION.
THE DEBTORS RESERVE THE RIGHT TO AMEND OR SUPPLEMENT THIS PROPOSED DISCLOSURE
STATEMENT AT OR BEFORE THE HEARING TO CONSIDER THIS DISCLOSURE STATEMENT.
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
x
:
IN RE: : CHAPTER 11
:
ENRON CORP., ET AL., : CASE NO. 01-16034 (AJG)
:
: JOINTLY ADMINISTERED
DEBTORS. :
x
DISCLOSURE STATEMENT FOR SECOND
AMENDED JOINT PLAN OF AFFILIATED DEBTORS PURSUANT TO
CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
- AND -
700 LOUISIANA
HOUSTON, TEXAS 77002
(713) 546-5000
ATTORNEYS FOR DEBTORS AND
DEBTORS IN POSSESSION
DATED: NEW YORK, NEW YORK
NOVEMBER 13, 2003
TABLE OF CONTENTS
PAGE
I. Overview of Chapter 11 Plan..................................................................................... 2
A. Introduction................................................................................................ 2
B. Chapter 11 Plan............................................................................................. 2
1. Plan Negotiations...................................................................................... 2
2. Global Compromise Embodied in the Plan................................................................. 2
3. Plan Negotiations With the ENA Examiner................................................................ 12
4. Overall Fairness of the Settlement..................................................................... 16
5. Property to be Distributed Under the Plan.............................................................. 16
6. Effectiveness of the Plan.............................................................................. 21
7. Alternative Structures................................................................................. 22
C. Distributions, Classification and Treatment Under the Plan.................................................. 22
1. Priority of Distributions.............................................................................. 22
2. Summary of Classification and Treatment................................................................ 23
D. Assets, Claims and Distributions............................................................................ 82
1. Estimates.............................................................................................. 82
2. Methodology for Calculating Estimated Recoveries....................................................... 82
II. Introduction to Disclosure Statement............................................................................ 84
A. Purpose of this Disclosure Statement........................................................................ 85
B. Representations............................................................................................. 85
C. Holders of Claims Entitled to Vote.......................................................................... 87
D. Submitting A Ballot......................................................................................... 88
E. Confirmation Hearing........................................................................................ 89
III. General Prepetition Information................................................................................. 89
A. Events Leading up to Chapter 11 Filing...................................................................... 89
B. Prepetition Business Activities............................................................................. 92
1. General................................................................................................ 92
2. Wholesale Services..................................................................................... 93
3. Retail Services........................................................................................ 94
4. Electricity Transmission and Distribution Operations................................................... 94
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5. Natural Gas Pipelines.................................................................................. 94
6. Global Assets.......................................................................................... 95
7. Broadband Services..................................................................................... 95
C. Debtors' Prepetition Credit Facilities...................................................................... 96
1. ENE Credit Facilities.................................................................................. 96
2. Pipeline Credit Facilities............................................................................. 96
3. Letter of Credit Facilities............................................................................ 97
4. San Juan Gas Credit Facility........................................................................... 97
D. Debtors' Prepetition Debt Securities........................................................................ 97
E. Capital Structure........................................................................................... 99
1. Preferred Stock........................................................................................ 99
2. Common Stock........................................................................................... 100
3. Stock Plans............................................................................................ 101
F. Debtors' Financing Transactions............................................................................. 101
1. Al Rajhi............................................................................................... 102
2. Apache/Choctaw......................................................................................... 102
3. Backbone............................................................................................... 103
4. Bammel/Triple Lutz..................................................................................... 105
5. BCI Note............................................................................................... 108
6. Bob West Treasure L.L.C................................................................................ 108
7. Brazos LP.............................................................................................. 111
8. Cash V................................................................................................. 113
9. Cash VI................................................................................................ 114
10. Cerberus............................................................................................... 115
11. Citibank/Delta Prepays................................................................................. 117
12. Cornhusker............................................................................................. 118
13. Destec Properties Limited Partnership.................................................................. 120
14. E-Next................................................................................................. 121
15. Enron Capital LLC...................................................................................... 122
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16. Enron Capital Resources................................................................................ 122
17. Enron Capital Trust I.................................................................................. 123
18. Enron Capital Trust II................................................................................. 125
19. Enron Center North Synthetic Lease..................................................................... 128
20. Enron Corp. "Equity Forwards".......................................................................... 129
21. Enron Equity Corp...................................................................................... 130
22. Enron Funding Corp./Monte.............................................................................. 130
23. Enron Teeside Operations Ltd........................................................................... 133
24. FF&E Synthetic Lease................................................................................... 137
25. Fuji Software Lease.................................................................................... 138
26. Gallup/Kachina......................................................................................... 139
27. Hawaii................................................................................................. 141
28. Inauguration/Eletrobolt................................................................................ 144
29. Investing Partners/Steele.............................................................................. 148
30. Joint Energy Development Investments II Limited Partnership............................................ 149
31. JT Holdings Synthetic Lease............................................................................ 150
32. K-Star................................................................................................. 152
33. Mahonia Prepaid Forward Contracts...................................................................... 154
34. Maliseet/Cochise....................................................................................... 156
35. Margaux................................................................................................ 157
36. Marlin................................................................................................. 159
37. Motown................................................................................................. 161
38. Nikita................................................................................................. 163
39. Nile................................................................................................... 164
40. Omaha Office Building Synthetic Lease.................................................................. 166
41. Osprey/Whitewing....................................................................................... 169
42. Rawhide................................................................................................ 170
43. Riverside.............................................................................................. 173
44. Slapshot............................................................................................... 175
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45. SO2.................................................................................................... 177
46. Spokane................................................................................................ 178
47. Teresa................................................................................................. 180
48. Valhalla............................................................................................... 181
49. Wiltshire Financial Asset Company/Renegade............................................................. 183
50. Yosemite and Credit Linked Notes....................................................................... 184
51. Zephyrus/Tammy......................................................................................... 187
G. Related Party Transactions.................................................................................. 189
1. Chewco................................................................................................. 189
2. The LJM Partnerships................................................................................... 190
3. RADR................................................................................................... 194
IV. Debtors' Chapter 11 Cases....................................................................................... 194
A. Significant Postpetition Developments....................................................................... 194
1. Venue.................................................................................................. 194
2. Postpetition Financing................................................................................. 195
3. Cash Management and Overhead Allocation................................................................ 196
4. Appointment of Examiners............................................................................... 198
5. Automatic Stay......................................................................................... 205
6. Exclusivity............................................................................................ 205
7. Executory Contracts and Unexpired Leases............................................................... 207
8. Employee Matters....................................................................................... 207
9. Retention of Professionals............................................................................. 215
10. Reconstitution of the Board of Directors............................................................... 216
11. Creation of Internal Committees for Review and Oversight............................................... 217
B. Settlements and Asset Liquidations.......................................................................... 218
1. Resolution of the Wholesale Trading Book............................................................... 218
2. Retail Contract Settlements............................................................................ 222
3. Settled Litigation..................................................................................... 225
4. Other Settlements...................................................................................... 225
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5. Asset Sales............................................................................................ 228
C. Litigation and Government Investigations.................................................................... 236
1. Pending Litigation..................................................................................... 236
2. Government Investigations.............................................................................. 282
D. Committees.................................................................................................. 296
1. Creditors' Committee................................................................................... 296
2. Employee Committee..................................................................................... 297
3. Fee Committee.......................................................................................... 298
E. Avoidance Actions........................................................................................... 299
F. Related U.S. Bankruptcy Proceedings......................................................................... 312
1. New Power Company...................................................................................... 312
2. EOTT................................................................................................... 313
3. LJM2................................................................................................... 313
V. Certain International Subsidiaries and Related International Proceedings........................................ 314
A. General Overview............................................................................................ 314
B. Summary of Subsidiaries and Related Proceedings in England, The Cayman Islands and The Netherlands.......... 315
1. England................................................................................................ 316
2. Cayman Islands......................................................................................... 316
3. The Netherlands........................................................................................ 317
C. Summary of Foreign Proceedings Where a Direct Recovery Is Anticipated To Be Received by the Debtors......... 318
D. Summary of Foreign Proceedings Where the Debtors Are Not Expected To Receive Any Direct Recovery............ 321
E. Foreign Affiliates Not Yet in Foreign Proceedings Where a Direct Recovery May Be Received by the Debtors.... 322
VI. Summary of Debtors' Chapter 11 Plan............................................................................. 323
A. Compromise and Settlement of Disputes; Substantive Consolidation; Assumption of Obligations Under the Plan.. 323
1. Compromise and Settlement.............................................................................. 323
2. Non-Substantive Consolidation.......................................................................... 325
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3. Allocation of Expenses................................................................................. 325
4. Wind Reserve Fund...................................................................................... 326
B. Provisions for Payment of Administrative Expense Claims and Priority Tax Claims............................. 326
1. Administrative Expense Claims.......................................................................... 326
2. Professional Compensation and Reimbursement Claims..................................................... 326
3. Payment of Priority Tax Claims......................................................................... 326
C. Classification of Claims and Equity Interests............................................................... 327
1. Class 1 - Priority Non-Tax Claims...................................................................... 327
2. Class 2 - Secured Claims............................................................................... 327
3. Classes 3 through 182 - General Unsecured Claims (Other than Enron Subordinated Debenture Claims)...... 327
4. Class 183 - Enron Subordinated Debenture Claims........................................................ 327
5. Class 184 - Enron TOPRS Debenture Claims............................................................... 327
6. Class 185 - Enron Guaranty Claims...................................................................... 327
7. Class 186 - Wind Guaranty Claims....................................................................... 327
8. Class 187 - ENA Guaranty Claims........................................................................ 327
9. Class 188 - ACFI Guaranty Claims....................................................................... 327
10. Class 189 - EPC Guaranty Claims........................................................................ 327
11. Class 190 - Intercompany Claims........................................................................ 327
12. Classes 191 through 375 - Convenience Claims........................................................... 327
13. Classes 376 through 382 - Subordinated Claims.......................................................... 327
14. Class 383 - Enron Preferred Equity Interests........................................................... 327
15. Class 384 - Enron Common Equity Interests.............................................................. 327
16. Class 385 - Other Equity Interests..................................................................... 327
D. Provision for Treatment of Priority Non-Tax Claims (Class 1)................................................ 328
1. Payment of Allowed Priority Non-Tax Claims............................................................. 328
E. Provision for Treatment of Secured Claims (Class 2)......................................................... 328
1. Treatment of Secured Claims............................................................................ 328
F. Provision for Treatment of General Unsecured Claims (Classes 3-182)......................................... 328
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1. Treatment of General Unsecured Claims (Other than Those Against the Portland Debtors Classes 3 through
180)................................................................................................... 328
2. Treatment of General Unsecured Claims Against the Portland Debtors (Classes 181 and 182)............... 328
3. Election to Receive Additional Cash Distributions, in Lieu of Partial Plan Securities.................. 329
4. Allowed Claims of Fifty Thousand Dollars or More/Election to be Treated as a Convenience Claim......... 329
5. Limitation on Recovery................................................................................. 329
6. Severance Settlement Fund Litigation Payments.......................................................... 330
7. Termination of Wind Trusts............................................................................. 330
8. Election of TOPRS Holders to Receive Additional Cash Distributions in Lieu of Partial Plan Securities.. 330
G. Provision for Treatment of Enron Subordinated Debenture Claims (Class 183).................................. 331
1. Treatment of Allowed Enron Subordinated Debenture Claims (Class 183)................................... 331
2. Contingent Distribution/Limitation on Recovery......................................................... 331
H. Provisions for Treatment of Enron TOPRS Debenture Claims (Class 184)........................................ 332
1. Treatment of Allowed Enron TOPRS Debenture Claims (Class 184).......................................... 332
2. Contingent Distribution/Limitation on Recovery......................................................... 332
I. Provisions for Treatment of Enron Guaranty Claims (Class 185)............................................... 332
1. Treatment of Enron Guaranty Claims (Class 185)......................................................... 332
2. Allowed Claims of Fifty Thousand Dollars or More/Election to be Treated as a Convenience Claim......... 333
J. Provisions for Treatment of Wind Guaranty Claims (Class 186)................................................ 333
1. Treatment of Wind Guaranty Claims (Class 186).......................................................... 333
2. Allowed Claims of Fifty Thousand Dollars or More/Election to be Treated as a Convenience Claim......... 333
K. Provisions For Treatment of ENA Guaranty Claims (Class 187)................................................. 334
1. Treatment of ENA Guaranty Claims (Class 187)........................................................... 334
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2. Allowed Claims of Fifty Thousand Dollars or More/Election to be Treated as a Convenience Claim......... 334
L. Provisions for Treatment of ACFI Guaranty Claims (Class 188)................................................ 334
1. Treatment of ACFI Guaranty Claims (Class 188).......................................................... 334
2. Allowed Claims of Fifty Thousand Dollars or More/Election to be Treated as a Convenience Claim......... 335
M. Provisions for Treatment of EPC Guaranty Claims (Class 189)................................................. 335
1. Treatment of EPC Guaranty Claims (Class 189)........................................................... 335
2. Allowed Claims of Fifty Thousand Dollars or More/Election to be Treated as a Convenience Claim......... 335
N. Provisions For Treatment of Intercompany Claims (Class 190)................................................. 336
1. Treatment of Intercompany Claims (Class 190)........................................................... 336
O. Provisions For Treatment Of Convenience Claims (Classes 191-375)............................................ 336
1. Treatment of Convenience Claims (Classes 191-375)...................................................... 336
2. Plan Currency Opportunity.............................................................................. 336
P. Provision For Treatment Of Subordinated Claims (Classes 376-382)............................................ 336
1. Treatment of Allowed Subordinated Claims (Class 376-382)............................................... 336
2. Contingent Distribution/Limitation on Recovery......................................................... 337
Q. Provisions For Treatment Of Enron Preferred Equity Interests (Class 383).................................... 337
1. Treatment of Allowed Enron Preferred Equity Interests (Class 383)...................................... 337
2. Contingent Distribution/Limitation on Recovery......................................................... 337
3. Cancellation of Enron Preferred Equity Interests and Exchanged Enron Preferred Stock................... 338
R. Provision for Treatment of Enron Common Equity Interests (Class 384)........................................ 338
1. Treatment of Allowed Enron Common Equity Interests (Class 384)......................................... 338
2. Contingent Distribution to Common Equity Trust......................................................... 338
3. Cancellation of Enron Common Equity Interests and Exchanged Enron Common Stock......................... 338
S. Provisions for Treatment of Other Equity Interests (Class 385).............................................. 338
1. Cancellation of Other Equity Interests (Class 385)..................................................... 338
T. Provisions for Treatment of Disputed Claims Under the Plan.................................................. 339
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1. Objections to Claims; Prosecution of Disputed Claims................................................... 339
2. Estimation of Claims................................................................................... 339
3. Payments and Distributions on Disputed Claims.......................................................... 339
4. Tax Treatment of Escrow................................................................................ 340
5. Funding of Escrow's Tax Obligation..................................................................... 341
U. Provisions Regarding Distributions.......................................................................... 341
1. Time and Manner of Distributions....................................................................... 341
2. Timeliness of Payments................................................................................. 343
3. Distributions by the Disbursing Agent.................................................................. 343
4. Manner of Payment under the Plan....................................................................... 344
5. Delivery of Distributions.............................................................................. 344
6. Fractional Securities.................................................................................. 344
7. Undeliverable Distributions............................................................................ 344
8. Compliance with Tax Requirements....................................................................... 345
9. Time Bar to Cash Payments.............................................................................. 345
10. Distributions After Effective Date..................................................................... 345
11. Setoffs................................................................................................ 345
12. Allocation of Plan Distributions Between Principal and Interest........................................ 346
13. Surrender of Instruments............................................................................... 346
14. Cancellation of Existing Securities and Agreements..................................................... 346
15. Certain Indenture Trustee Fees and Expenses............................................................ 346
16. Cancellation of PGE, CrossCountry and Prisma Securities................................................ 347
17. Record Date............................................................................................ 347
V. Executory Contracts and Unexpired Leases.................................................................... 347
1. Rejection of Executory Contracts and Unexpired Leases.................................................. 348
2. Cure of Defaults for Assumed Executory Contracts and Unexpired Leases.................................. 348
3. Rejection of Intercompany Trading Contracts............................................................ 348
4. Rejection Damage Claims................................................................................ 349
5. Indemnification and Reimbursement Obligations.......................................................... 349
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6. Rejection of TOPRS-Related Agreements.................................................................. 349
W. Miscellaneous Provisions.................................................................................... 350
1. Title to Assets........................................................................................ 350
2. Distribution of Reserved Funds......................................................................... 350
3. Discharge of Debtors................................................................................... 350
4. Injunction on Claims................................................................................... 351
5. Term of Existing Injunctions or Stays.................................................................. 352
6. Limited Release of Directors, Officers and Employees................................................... 352
7. Injunction on Actions.................................................................................. 352
X. Summary of Other Provisions of the Plan..................................................................... 353
1. Preservation of Rights of Action....................................................................... 353
2. Payment of Statutory Fees.............................................................................. 353
3. Retiree Benefits....................................................................................... 353
4. Retention of Documents................................................................................. 353
5. Post-Confirmation Date Fees and Expenses............................................................... 354
6. Severability........................................................................................... 354
7. Amendment of Articles of Incorporation and By-Laws..................................................... 354
8. Corporate Action....................................................................................... 354
9. Exculpation............................................................................................ 355
10. Modification of Plan................................................................................... 355
11. Revocation or Withdrawal............................................................................... 355
12. Creditors' Committee - Term and Fees................................................................... 356
13. Employee Committee - Term and Fees..................................................................... 356
14. Examiners - Terms and Fees............................................................................. 357
15. Fee Committee - Term and Fees.......................................................................... 357
16. Mediator - Term and Fees............................................................................... 358
17. Employee Counsel....................................................................................... 358
VII. Estate Management And Liquidation............................................................................... 358
A. Post-Effective Date......................................................................................... 358
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1. Role of the Reorganized Debtor Plan Administrator...................................................... 358
2. Role of the Reorganized Debtors........................................................................ 359
3. Establishment and Maintenance of Disbursement Account.................................................. 359
4. Rights and Powers of the Disbursing Agent.............................................................. 360
B. Operating Entities and Trusts............................................................................... 360
1. Operating Entities..................................................................................... 360
2. Operating Trusts....................................................................................... 362
C. Remaining Assets............................................................................................ 366
1. Categories of Remaining Assets......................................................................... 366
2. The Remaining Asset Trusts............................................................................. 369
D. Other Administration........................................................................................ 373
1. Claims Processing...................................................................................... 373
2. Legal Entities......................................................................................... 373
3. Prosecuting Claim Objections and Litigation............................................................ 374
4. Compromise of Certain Guaranty Claim Litigation........................................................ 374
5. Extinguishment of Certain Claims....................................................................... 375
6. Budget................................................................................................. 375
7. Allocation of Expenses................................................................................. 376
VIII. Portland General Electric Company............................................................................... 377
A. Business.................................................................................................... 377
1. General................................................................................................ 377
2. Operating Revenues..................................................................................... 378
3. Regulatory Matters..................................................................................... 379
4. Competition............................................................................................ 381
5. Power Supply........................................................................................... 382
6. Fuel Supply............................................................................................ 385
7. Environmental Matters.................................................................................. 386
8. Properties............................................................................................. 387
9. Additional Information Filed with the SEC.............................................................. 390
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10. Other Information Regarding PGE Contained in This Disclosure Statement................................. 390
11. Separation of PGE From ENE............................................................................. 390
12. Potential Sale of PGE.................................................................................. 391
B. Historical Financials, Projections and Valuation............................................................ 391
1. Historical Financials.................................................................................. 391
2. Projections............................................................................................ 392
3. Valuation.............................................................................................. 392
4. Variances and Risks.................................................................................... 393
C. Legal Proceedings........................................................................................... 394
1. Utility Reform Project, Colleen O'Neil and Lloyd K. Marbet v. Oregon Public Utilities Commission and
Portland General Electric Company. (No. SC S45653, Supreme Court, State of Oregon; No. 94C-10417,
Marion County Circuit Court No. 94C-10417; OPUC UM989)................................................. 394
2. Portland General Electric v. International Brotherhood of Electrical Workers, Local No. 125. (No.
0205-05132, Circuit Court, Multnomah County, Oregon)................................................... 395
3. Portland General Electric, et al. v. The United States of America, et al. (No. C.A. 1:00-1425,
Southern District of New York, C.A. No. 1:98-2552, District of Columbia, "Case No. 1425").............. 395
4. Department of Water Resources v. ACN Energy, et al., including PGE, Enron Power Corp., PG&E Energy
Services nka Enron Energy Marketing Corp. and Enron North America, Inc. (No. 01 AS05497, Superior
Court, Sacramento County, California).................................................................. 395
5. Dreyer, Gearhart and Kafoury Bros., LLC v. Portland General Electric Company (No. 03C 10639, Circuit
Court, Marion County, Oregon) and Morgan v. Portland General Electric Company (No. 03C 10639, Circuit
Court,Marion County, Oregon (Identical cases have also been filed in the Circuit Court of Multnomah
County Oregon)......................................................................................... 395
6. Gordon v. Reliant Energy, Inc., Duke Energy Trading & Marketing, et al. v. Arizona Public Service
Company, et al. (In re: Wholesale Electricity Antitrust Cases I & II) (No. 02--990,1000, 1001, United
States District Court, Southern District of California; No. 02-57200, United States Court of Appeals,
Ninth Circuit)......................................................................................... 396
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7. People of the State of California, ex rel. Bill Lockyer, Attorney General v. Portland General Electric
Company (No. C-02-3318, United States District Court, Northern District of California)................. 396
8. Cyber-Tech, Inc. v. PGE et al. (No. 0305-05257, Circuit Court, Multnomah County, Oregon)............... 396
9. Port of Seattle v. Avista et al., including PGE (No. 03-1170, United States District Court, Western
District of Washington, Seattle Division).............................................................. 397
10. Remington et al. v. Northwestern Energy, LLC (No. DV 03-88, 2nd Judicial District, Silver Bow County,
Montana)............................................................................................... 397
11. California Electricity Refund Proceeding (FERC Docket # EL00-95)....................................... 397
12. Pacific Northwest Refund Proceeding (FERC Docket # EL01-10)............................................ 397
13. Oregon Public Utility Commission Staff Report on Trading Activities.................................... 398
14. FERC Investigation of Trading Activities............................................................... 398
15. Challenge of the California Attorney General to Market-Based Rates..................................... 398
16. Show Cause Order....................................................................................... 398
17. People of the State of Montana, ex rel. Mike McGrath, Attorney General of the State of Montana,
et al. v. Williams Energy Marketing and Trading Company, et al. including EESI, EPMI and PGE, Montana
First Judicial District, Lewis and Clark County....................................................... 399
18. ISO and PX Receivable.................................................................................. 399
19. FERC Bidding Investigation............................................................................. 399
D. Description of Capital Stock, Board of Directors and Director and Officer Indemnification................... 399
1. Capital Stock.......................................................................................... 399
2. PGE Board of Directors................................................................................. 400
3. Indemnification........................................................................................ 401
E. Equity Compensation Plan.................................................................................... 401
IX. CrossCountry Energy Corp........................................................................................ 401
A. Business.................................................................................................... 401
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1. General Development of Business........................................................................ 401
2. Narrative Description of Business...................................................................... 407
3. Competition............................................................................................ 417
4. Demand for Natural Gas Pipeline Transportation Capacity................................................ 419
5. Seasonality............................................................................................ 420
6. Regulatory Environment................................................................................. 420
7. Environmental Regulation............................................................................... 432
8. Litigation, Regulatory Proceedings and Investigations.................................................. 433
B. Properties.................................................................................................. 433
1. General................................................................................................ 433
2. Transwestern........................................................................................... 434
3. Citrus................................................................................................. 436
4. Northern Plains........................................................................................ 436
C. Historical Financials, Projections and Valuation............................................................ 437
1. Historical Financials.................................................................................. 437
2. Projections............................................................................................ 437
3. Valuation.............................................................................................. 438
4. Variances and Risks.................................................................................... 439
D. Legal Proceedings........................................................................................... 440
1. In re Natural Gas Royalties Qui Tam Litigation, MDL Docket No. 1293 (D. Wy.), previously Civil Action
Nos. 97-D-1421 (D. Colo.) and 97-2087 (E.D. La.) and other consolidated cases.......................... 440
2. Will Price, et al. v. Gas Pipelines, et al. 26th Judicial District Court of Stevens County, Kansas
(Case No. 99 CV-30).................................................................................... 440
3. Citrus Trading Corp. v. Duke Energy LNG Sales, Inc., District Court of Harris County, Texas, (Case No.
2003-12166)............................................................................................ 441
4. FERC Order to Respond.................................................................................. 442
5. Eugene Lavender, et al. v. Florida Gas Transmission Company, et al., U.S. District Court, Southern
District of Alabama (Case No. CV-02-0361-JG-L)......................................................... 442
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6. Florida Gas Transmission Co. v. Wright, et al., 20th Judicial Circuit Court, Charlotte County, Florida
(Case No. 00-1902-CA).................................................................................. 442
7. Florida Gas Transmission Co. v. Battista, et al., 20th Judicial Circuit Court, Charlotte County,
Florida (Case No. 00-319-CA)........................................................................... 442
8. Moye v. Exxon Corp., et al., 35th Judicial Circuit Court, Monroe County, Alabama (Case No. CV-98-20)... 443
9. Air Liquide American Corp., et al. v. United States Army Corps of Engineers, et al., U.S. District
Court, Southern District of Texas, Houston Division (Case No. H-98-3982)............................... 443
10. Assiniboine & Sioux Tribes of the Fort Peck Indian Reservation v. Northern Border Pipeline Co., Tribal
Court (No. 01-7-243)................................................................................... 443
E. Directors................................................................................................... 443
1. Raymond S. Troubh...................................................................................... 444
2. Corbin A. McNeill, Jr.................................................................................. 444
3. James J. Gaffney....................................................................................... 444
4. Gary L. Rosenthal...................................................................................... 444
5. Michael L. Muse........................................................................................ 445
F. Certain Relationships and Related Transactions.............................................................. 445
1. Formation of CrossCountry.............................................................................. 445
2. Certain Business Relationships......................................................................... 453
G. Indemnification of Directors and Officers................................................................... 455
H. Equity Compensation Plan.................................................................................... 455
X. Prisma Energy International Inc................................................................................. 455
A. Business.................................................................................................... 455
1. General................................................................................................ 455
2. Risk Factors........................................................................................... 458
3. Transferred Businesses................................................................................. 461
B. Projections and Valuation................................................................................... 506
1. Projections............................................................................................ 506
2. Valuation.............................................................................................. 506
C. Legal Proceedings........................................................................................... 509
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1. Accroven............................................................................................... 509
2. Transredes............................................................................................. 510
3. Centragas.............................................................................................. 510
4. Elektro................................................................................................ 510
5. Cuiaba................................................................................................. 511
6. BLM.................................................................................................... 512
7. ENS.................................................................................................... 513
8. SECLP.................................................................................................. 513
D. Directors................................................................................................... 514
1. Ron W. Haddock......................................................................................... 514
2. John W. Ballantine..................................................................................... 514
3. Philippe A. Bodson..................................................................................... 515
4. Lawrence S. Coben...................................................................................... 515
5. Dr. Paul K. Freeman.................................................................................... 515
E. Prisma Contribution and Separation Agreement................................................................ 516
1. Prisma Assets to be Contributed........................................................................ 516
2. Change in Relative Value of any Prisma Assets.......................................................... 516
3. Consents............................................................................................... 516
4. Actions with Respect to the Prisma Distribution........................................................ 516
5. Indemnification........................................................................................ 517
6. Termination............................................................................................ 517
7. Certain Governance Provisions.......................................................................... 517
8. Other Covenants........................................................................................ 518
9. Conditions to Closings................................................................................. 519
F. Equity Compensation Plan.................................................................................... 519
XI. The Litigation Trust and Special Litigation Trust............................................................... 519
A. The Litigation Trust........................................................................................ 519
1. Establishment of the Trust............................................................................. 519
2. Purpose of the Litigation Trust........................................................................ 520
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3. Funding Expenses of the Litigation Trust............................................................... 520
4. Transfer of Assets..................................................................................... 520
5. Valuation of Assets.................................................................................... 520
6. Litigation; Responsibilities of Litigation Trustee..................................................... 521
7. Investment Powers...................................................................................... 521
8. Annual Distribution; Withholding....................................................................... 522
9. Reporting Duties....................................................................................... 522
10. Trust Implementation................................................................................... 523
11. Registry of Beneficial Interests....................................................................... 523
12. Termination............................................................................................ 523
13. Net Litigation Trust Recovery/Assignment of Claims..................................................... 523
B. The Special Litigation Trust................................................................................ 524
1. Establishment of the Trust............................................................................. 524
2. Purpose of the Special Litigation Trust................................................................ 524
3. Funding Expenses of the Special Litigation Trust....................................................... 524
4. Transfer of Assets..................................................................................... 524
5. Valuation of Assets.................................................................................... 525
6. Litigation of Assets; Responsibilities of Special Litigation Trustee................................... 525
7. Investment Powers...................................................................................... 526
8. Annual Distribution; Withholding....................................................................... 526
9. Reporting Duties....................................................................................... 526
10. Trust Implementation................................................................................... 527
11. Registry of Beneficial Interests....................................................................... 527
12. Termination............................................................................................ 527
13. Net Special Litigation Trust Recovery/Assignment of Claims............................................. 528
XII. Equity Trusts................................................................................................... 528
A. Preferred Equity Trust...................................................................................... 528
1. Establishment of the Trust............................................................................. 528
2. Purpose of the Preferred Equity Trust.................................................................. 529
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3. Funding Expenses of the Preferred Equity Trust......................................................... 529
4. Transfer of Preferred Stock............................................................................ 529
5. Investment Powers...................................................................................... 529
6. Annual Distribution; Withholding....................................................................... 530
7. Reporting Duties....................................................................................... 530
8. Trust Implementation................................................................................... 531
9. Registry of Beneficial Interests....................................................................... 531
10. Termination............................................................................................ 531
11. Non-Transferability or Certification................................................................... 532
B. Common Equity Trust......................................................................................... 532
1. Establishment of the Trusts............................................................................ 532
2. Purpose of the Common Equity Trust..................................................................... 532
3. Funding Expenses of the Common Equity Trust............................................................ 532
4. Transfer of Common Stock............................................................................... 532
5. Investment Powers...................................................................................... 533
6. Annual Distribution; Withholding....................................................................... 533
7. Reporting Duties....................................................................................... 533
8. Trust Implementation................................................................................... 534
9. Registry of Beneficial Interests....................................................................... 534
10. Termination............................................................................................ 534
11. Non-Transferability or Certification................................................................... 535
XIII. Securities Laws Matters......................................................................................... 535
A. Issuance and Resale of PGE Common Stock, CrossCountry Common Stock, Prisma Common Stock, Litigation Trust
Interests and Special Litigation Trust Interests Under the Plan............................................. 535
B. Remaining Asset Trust, Preferred Equity Trust, Common Equity Trust and Operating Trusts..................... 539
XIV. Risk Factors and Other Factors to be Considered................................................................. 539
A. Bankruptcy Risks............................................................................................ 540
1. Risk of Non-Confirmation of the Plan................................................................... 540
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PAGE
2. Non-Consensual Confirmation............................................................................ 540
3. Risk of Non-Occurrence or Delayed Occurrence of the Effective Date..................................... 540
4. Delayed Distribution or Non-Distribution of Plan Securities............................................ 540
5. Severability........................................................................................... 541
6. Reserve for Disputed Claims............................................................................ 541
B. Negative Impact of Prepetition Activities................................................................... 541
1. Inability to Rely on Financial Statements.............................................................. 541
2. Government Investigations and Litigation............................................................... 541
3. Financing Transactions................................................................................. 542
C. Variance from Valuations, Estimates and Projections......................................................... 542
1. Forward Looking Statements............................................................................. 543
2. Estimated Recoveries................................................................................... 543
3. Valuations............................................................................................. 544
4. Financial Projections.................................................................................. 546
5. Reorganized Debtors' Budget............................................................................ 546
6. Liquidation Analysis................................................................................... 546
D. Control Group Risks......................................................................................... 547
1. ENE Cash Balance Plan.................................................................................. 547
2. ENE Tax Group Liability................................................................................ 548
E. Risks Common to Reorganized Debtors, Operating Entities and Litigation Trusts............................... 548
1. Changes in the Regulatory Environment.................................................................. 549
2. PUHCA.................................................................................................. 549
3. Environmental Laws and Regulations Affecting Operations................................................ 550
4. Competition............................................................................................ 550
5. Operational Hazards.................................................................................... 551
6. Lack of Trading Market; Restrictions on Underwriters................................................... 551
7. Lack of Reported Information........................................................................... 552
8. Lack of Independent Operating History.................................................................. 553
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9. Negative Publicity..................................................................................... 553
10. FERC................................................................................................... 553
11. Credit Risks........................................................................................... 553
12. Intercompany Claims and Causes of Action............................................................... 554
13. Taxes.................................................................................................. 554
14. Transportadora de Gas del Sur. S.A..................................................................... 554
F. Reorganized Debtors Risks................................................................................... 554
1. FERC Market Pricing Investigation...................................................................... 554
2. FERC Investigation Regarding Qualifying Facility Status................................................ 555
3. Greater than Budgeted Liquidation Costs................................................................ 555
G. PGE Risks................................................................................................... 555
1. Economic, Political, Regulatory and Legal Risks........................................................ 555
2. Operational Risks...................................................................................... 557
3. Environmental Risks.................................................................................... 558
H. CrossCountry................................................................................................ 558
1. Economic, Political, Regulatory and Legal Risks........................................................ 558
2. Structural Risks....................................................................................... 563
3. Tax Risks.............................................................................................. 564
4. Other Risks............................................................................................ 564
I. Prisma Risks................................................................................................ 565
1. Economic, Political, Regulatory, and Legal Risks....................................................... 565
2. Operational Risks...................................................................................... 568
3. Structural Risks....................................................................................... 569
4. Tax Risks.............................................................................................. 571
5. Other Risks............................................................................................ 572
J. Litigation Trust Risks...................................................................................... 573
1. Nonoccurrence of Distributions......................................................................... 573
XV. Certain Material Federal Income Tax Consequences of the Plan.................................................... 573
A. Consequences to the Debtors................................................................................. 574
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1. Cancellation of Debt................................................................................... 575
2. Limitations on NOL Carryforwards and Other Tax Attributes.............................................. 576
3. Alternative Minimum Tax................................................................................ 577
B. Consequences to the Holders of Certain Claims............................................................... 578
1. Consequences to Holders of Convenience Claims.......................................................... 578
2. Consequences to Holders of General Unsecured Claims and Guaranty Claims................................ 579
3. Distributions in Discharge of Accrued But Unpaid Interest.............................................. 583
4. Tax Treatment of the Trusts and Holders of Beneficial Interests........................................ 583
5. Treatment of Disputed Claims Reserve................................................................... 585
6. Withholding and Certain Information Reporting.......................................................... 586
XVI. Conditions Precedent To Effective Date Of The Plan.............................................................. 587
A. Conditions Precedent to Effective Date of the Plan.......................................................... 587
1. Entry of the Confirmation Order........................................................................ 587
2. Execution of Documents; Other Actions.................................................................. 587
3. Prisma Consents Obtained............................................................................... 588
4. CrossCountry Consents Obtained......................................................................... 588
5. PGE Consents Obtained.................................................................................. 588
6. Waiver of Conditions Precedent......................................................................... 588
7. Alternative Structures................................................................................. 588
B. Alternative Plan(s) of Reorganization....................................................................... 588
C. Liquidation Under Chapter 7................................................................................. 589
XVII. Claims Allowance, Objection and Estimation Procedures........................................................... 590
A. Schedules of Assets and Liabilities and Statements of Financial Affairs..................................... 590
B. Claims Bar Date and Notice of the Bar Date.................................................................. 591
C. Allowance and Impairment of Claims.......................................................................... 591
1. Allowance of Claims.................................................................................... 591
2. Impairment of Claims................................................................................... 592
D. Objections to Claims........................................................................................ 592
1. General................................................................................................ 592
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E. Estimation Procedures....................................................................................... 592
XVIII. Voting Procedures............................................................................................... 593
XIX. Confirmation Of The Plan........................................................................................ 593
A. Confirmation Hearing........................................................................................ 593
B. Requirements for Confirmation of the Plan................................................................... 594
1. Acceptance............................................................................................. 596
2. "Cramdown" under the Fair and Equitable Test........................................................... 596
3. Feasibility............................................................................................ 598
4. "Best Interests" Test.................................................................................. 598
C. Objections To Confirmation Of The Plan...................................................................... 598
XX. Conclusion...................................................................................................... 600
Appendix A: "Material Defined Terms for Enron Disclosure Statement"
Appendix B: "List of Debtors, Tax ID Numbers, Case Numbers, and Petition Dates"
Appendix C: "Estimated Assets, Claims and Distributions"
Appendix D: "Filing of Schedules and Statements"
Appendix E: "Cases Consolidated Into Newby Action"
Cases consolidated into:
Appendix F: "Cases Consolidated Into Tittle Action"
Cases consolidated into:
Appendix G: "Reorganized Debtors' Budget"
Appendix H: "PGE Financial Projections - 2003-2006"
Appendix I: "CrossCountry Historical Financials"
Appendix J: "CrossCountry Financial Projections - 2003-2006"
Appendix K: "Prisma Financial Projections - 2004-2006"
Appendix L: "Liquidation Analysis"
Appendix M: "Substantive Consolidation Analysis"
Appendix N: "Intercompany Value Flow Analysis"
Appendix O: "Potential Causes of Action"
Appendix P: "Components of Distributions Under the Plan"
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Appendix Q: "Subordinated Claims"
Appendix R: "Dissolved Entities Through October 31, 2003"
Exhibit 1: "Chapter 11 Plan"
Exhibit 2: "Disclosure Statement Order"
Exhibit 3: "Voting Procedures Order"
xxiii
DEBTORS' DISCLOSURE STATEMENT FOR
AMENDED JOINT PLAN OF AFFILIATED DEBTORS PURSUANT TO CHAPTER 11
OF THE UNITED STATES BANKRUPTCY CODE
THIS PROPOSED DISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY THE BANKRUPTCY COURT
AS CONTAINING ADEQUATE INFORMATION UNDER BANKRUPTCY CODE SECTION 1125(b) FOR USE
IN THE SOLICITATION OF ACCEPTANCES OR REJECTIONS OF THE CHAPTER 11 PLAN
DESCRIBED HEREIN. ACCORDINGLY, THE FILING AND DISSEMINATION OF THIS DISCLOSURE
STATEMENT ARE NOT INTENDED TO BE, AND SHOULD NOT IN ANY WAY BE CONSTRUED AS, A
SOLICITATION OF VOTES ON THE PLAN, NOR SHOULD THE INFORMATION CONTAINED IN THE
DISCLOSURE STATEMENT BE RELIED ON FOR ANY PURPOSE BEFORE A DETERMINATION BY THE
BANKRUPTCY COURT THAT THE PROPOSED DISCLOSURE STATEMENT CONTAINS ADEQUATE
INFORMATION.
THE DEBTORS RESERVE THE RIGHT TO AMEND OR SUPPLEMENT THIS PROPOSED DISCLOSURE
STATEMENT AT OR BEFORE THE HEARING TO CONSIDER THIS DISCLOSURE STATEMENT.
CAPITALIZED TERMS USED THROUGHOUT THIS DISCLOSURE STATEMENT ARE DEFINED IN
APPENDIX A: "MATERIAL DEFINED TERMS FOR ENRON DISCLOSURE STATEMENT" ATTACHED
HERETO.
On December 2, 2001 and continuing thereafter, Enron Corp.
("ENE") and certain of its direct and indirect subsidiaries and affiliates filed
voluntary petitions seeking protection under chapter 11 of the Bankruptcy Code,
thereby commencing one of the largest and most complex chapter 11 cases in the
United States. These Chapter 11 Cases involve most of the major institutional
investors in the U.S., as well as many from around the world. Similarly, these
cases involve thousands of trade creditors, energy traders, former employees,
and other creditor and equity constituencies located domestically and
world-wide. Refer to Appendix B: "List of Debtors, Tax ID Numbers, Case Numbers,
and Petition Dates" for a complete list of the Debtors and their respective
Petition Dates.
The Debtors submit this Disclosure Statement pursuant to
Bankruptcy Code section 1125 to holders of Claims against and Equity Interests
in the Debtors in connection with (i) the solicitation of acceptances of the
Amended Joint Plan of Affiliated Debtors Pursuant to Chapter 11 of the United
States Bankruptcy Code and (ii) the hearing to consider confirmation of the Plan
scheduled for [_________], commencing at [______].
Attached as appendices and exhibits to this Disclosure
Statement are copies of the following documents: (a) the Plan, Exhibit 1:
"Chapter 11 Plan", (b) the Disclosure Statement Order, which, among other
things, approves this Disclosure Statement and establishes certain procedures
with respect to the solicitation and tabulation of votes to accept or reject the
Plan, Exhibit 2: "Disclosure Statement Order", (c) the Voting Procedures Order,
which, among other things, establishes certain procedures with respect to voting
and the temporary allowance of Claims for voting purposes, Exhibit 3: "Voting
Procedures Order" and (d) the Liquidation Analysis, which sets forth estimated
recoveries in a chapter 7 liquidation as compared to
estimated recoveries under the Plan, Appendix L: "Liquidation Analysis". In
addition, for those holders of Claims entitled to vote under the Plan, a Ballot
for the acceptance or rejection of the Plan is separately enclosed.
I. OVERVIEW OF CHAPTER 11 PLAN
CAPITALIZED TERMS USED THROUGHOUT THIS DISCLOSURE STATEMENT ARE DEFINED IN
APPENDIX A: "MATERIAL DEFINED TERMS FOR ENRON DISCLOSURE STATEMENT" ATTACHED
HERETO.
A. INTRODUCTION
Chapter 11 is the chapter of the Bankruptcy Code primarily
used for business reorganization. Asset sales, stock sales, and other
disposition efforts, however, can also be conducted during a chapter 11 case or
pursuant to a chapter 11 plan. Under chapter 11, a company endeavors to
restructure its finances such that it maximizes recovery to its creditors.
Formulation of a chapter 11 plan is the primary purpose of a chapter 11 case. A
chapter 11 plan sets forth and governs the treatment and rights to be afforded
to creditors and stockholders with respect to their claims against and equity
interests in the debtor. According to section 1125 of the Bankruptcy Code,
acceptances of a chapter 11 plan may be solicited only after a written
disclosure statement has been provided to each creditor or stockholder who is
entitled to vote on the plan. This Disclosure Statement is presented by the
Debtors to holders of Claims against and Equity Interests in the Debtors to
satisfy the disclosure requirements contained in section 1125 of the Bankruptcy
Code.
B. CHAPTER 11 PLAN
For a more detailed description of the Plan, refer to Section
VI., "Summary of Debtors' Chapter 11 Plan". In addition, the Plan is attached
hereto as Exhibit 1: "Chapter 11 Plan".
1. PLAN NEGOTIATIONS
a. Creditors' Committee. Given the diverse creditor body
and the myriad of complex issues posed by these Chapter 11 Cases, the Debtors
and the Creditors' Committee have spent the past year engaging in analysis and
negotiation regarding the terms of a chapter 11 plan and related matters. These
discussions focused on a variety of issues, including, but not limited to, (a)
maximizing value to Creditors, (b) resolving issues regarding substantive
consolidation and other inter-estate and inter-creditor disputes, and (c)
facilitating an orderly and efficient distribution of value to Creditors. The
Plan represents the culmination of these efforts and reflects agreements and
compromises reached, following discussions with the ENA Examiner, among the
Debtors and the Creditors' Committee with respect thereto. The Creditors'
Committee fully supports the Plan, including the compromises and settlements
embodied therein.
2. GLOBAL COMPROMISE EMBODIED IN THE PLAN
The Plan incorporates various inter-Debtor, Debtor-Creditor
and inter-Creditor settlements and compromises designed to achieve a global
resolution of these Chapter 11 Cases. Thus, the Plan is premised upon a
settlement, rather than litigation, of these disputes. The
2
settlements and compromises embodied in the Plan represent, in effect, a linked
series of concessions by Creditors of every individual Debtor in favor of each
other. The agreements are interdependent. The following description of the
global compromise is qualified in its entirety by the full text of the Plan.
To reach the global compromise, the Debtors and the Creditors'
Committee considered, among other things, the most significant inter-estate
disputes (including, without limitation, certain issues between ENE and ENA),
the likelihood of substantive consolidation, and the cost and delay that would
be occasioned by full-blown estate-wide litigation of such issues. In proposing
the Plan, the Debtors are offering a non-litigation solution to Creditors. This
solution, which the Debtors and the Creditors' Committee believe, and, until
recently, the ENA Examiner believed, fairly reflects the risks of litigation,
will reduce the duration of these Chapter 11 Cases and the expenses attendant to
protracted disputes. While a litigated outcome of each of these issues might
differ from the result produced by the Plan itself, the Debtors and the
Creditors' Committee believe that, if the issues resolved by the Plan were
litigated to conclusion, these Chapter 11 Cases would be prolonged for, at a
minimum, an additional year, and probably much longer. In that regard, it is
important to bear in mind that the professional fees incurred in these Chapter
11 Cases, even without such estate-wide litigation, have been approximately $330
million per year.
There are several components of the global compromise,
including, but not limited to, (i) settlement of the likelihood of substantive
consolidation of the Debtors' estates, (ii) the use of a common currency
(referred to as Plan Currency) to make distributions under the Plan, (iii) the
treatment of Intercompany Claims and resolution of other inter-estate issues,
(iv) the resolution of certain asset ownership disputes between ENE and ENA, (v)
the resolution of inter-estate issues regarding rights to certain claims and
causes of action, (vi) the treatment of Guaranty Claims, and (vii) a reduction
in the administrative costs post-confirmation. Each of these components is
discussed below.
a. Likelihood of Substantive Consolidation. Substantive
consolidation is a judicially created equitable remedy whereby the assets and
liabilities of two or more entities are pooled, and the pooled assets are
aggregated and used to satisfy the claims of creditors of all the consolidated
entities. Typically, substantive consolidation eliminates intercompany claims
and any issues concerning ownership of assets among the consolidated entities,
as well as guaranty claims against any consolidated entity that guaranteed the
obligations of another consolidated entity. As explained in Union Savings Bank
v. Augie/Restivo Baking Co. (In re Augie/Restivo Baking Co.), 860 F.2d 515, 518
(2d Cir. 1988), the "sole purpose of substantive consolidation is to ensure the
equitable treatment of all creditors." The federal court of appeals with
jurisdiction over these Chapter 11 Cases has articulated a two-fold, disjunctive
test for substantive consolidation: (i) whether creditors dealt with the
entities as a single economic unit and did not rely on their separate identity
in extending credit such that consolidation is fair from the vantage point of
creditor expectations, taking into account any prejudice to particular creditors
resulting from the consolidation, or (ii) whether the assets and liabilities of
the entities in question are sufficiently entangled such that the process of
untangling them would be so time-consuming and costly that it is not in the
interest of the creditors to complete that process. Whether substantive
consolidation is appropriate in a given case requires an intensive analysis of
the facts pertaining to each entity proposed to be consolidated, including, but
not limited to, the relationships and
3
transactions among the entities in question and each entity's disclosures to and
transactions with creditors.
Following the Initial Petition Date, pursuant to a
confidentiality and non-waiver of privilege agreement between the Debtors and
the Creditors' Committee, the Debtors and the Creditors' Committee undertook a
joint diligence process to ascertain whether substantive consolidation would be
an appropriate remedy for some or all of the Debtors in these Chapter 11 Cases.
As part of this process, the Debtors and the Creditors' Committee each reviewed
and considered the Debtors' books and records, public filings, key contracts,
and other documents, as well as the facts and legal theories underlying various
related inter-estate issues. In addition, they conducted numerous joint
interviews of current and former employees, analyzed the relevant legal
standards, and evaluated the relationships between certain of the Debtors and
their largest Creditors. In response to Creditors' requests, and as ordered by
the Bankruptcy Court, in September 2002, the Creditors' Committee established an
Internet database to provide Creditors who are not members of the Creditors'
Committee with restricted access to copies of many of the documents reviewed as
part of the Creditors' Committee's substantive consolidation investigation.
Through this process, the Debtors and the Creditors' Committee
concluded that, for each of the Debtors, there are relevant facts weighing both
for and against substantive consolidation. Among the many facts considered
relevant to the substantive consolidation analysis, there are certain universal
or nearly universal facts regarding the Debtors, including, but not limited to,
the following:
(i) EACH OF THE DEBTORS WAS ABLE TO PREPARE AND
FILE SEPARATE SCHEDULES LISTING THEIR PREPETITION ASSETS AND LIABILITIES;
(ii) SEPARATE BOOKS AND RECORDS WERE MAINTAINED
FOR EACH OF THE DEBTORS PREPETITION;
(iii) PREPETITION, A CONSOLIDATED FEDERAL TAX
RETURN WAS FILED INCLUDING MOST OF THE DEBTORS, BUT, TO THE EXTENT APPLICABLE,
INDIVIDUAL STATE TAX RETURNS WERE PREPARED AND FILED FOR EACH OF THE DEBTORS;
(iv) PREPETITION, EACH OF THE DEBTORS OBSERVED
CORPORATE FORMALITIES INCLUDING CONDUCTING PERIODIC BOARD MEETINGS AND ANNUAL
SHAREHOLDER MEETINGS; HOWEVER, OTHER THAN THE MEETINGS HELD FOR ENE, THE VAST
MAJORITY OF THESE MEETINGS WERE BY WRITTEN CONSENT, RATHER THAN THROUGH
IN-PERSON MEETINGS INVOLVING DEBATE AND DISCUSSION;
(v) FOR SUBSTANTIALLY ALL OF THE DEBTORS,
OVERLAP EXISTED AS TO THE OFFICERS AND DIRECTORS OF EACH DEBTOR AND THE OFFICERS
AND DIRECTORS OF OTHER DEBTORS;
(vi) SUBSTANTIALLY ALL OF THE DEBTORS DIRECTLY OR
INDIRECTLY PARTICIPATED IN THE CENTRALIZED CASH MANAGEMENT SYSTEM MAINTAINED BY
ENE PREPETITION;
(vii) SUBSTANTIALLY ALL OF THE DEBTORS RECEIVED
DIRECT OR INDIRECT PREPETITION CREDIT SUPPORT FROM ENE THROUGH INTERCOMPANY
LOANS (WHETHER DIRECTLY TO THE
4
DEBTOR OR INDIRECTLY TO THE DEBTOR THROUGH THE DEBTOR'S PARENT(S)), GUARANTIES,
INDEMNITIES, TOTAL RETURN SWAPS OR OTHER MEANS OF SUPPORT;
(viii) WITH VERY FEW EXCEPTIONS, PRIOR TO THE
INITIAL PETITION DATE, NONE OF THE DEBTORS DISSEMINATED FINANCIAL INFORMATION TO
CREDITORS OR POTENTIAL CREDITORS OR OTHERWISE MADE SUCH INFORMATION AVAILABLE
OTHER THAN THE CONSOLIDATED FINANCIAL STATEMENTS FOR ENE AND ITS SUBSIDIARIES;
(ix) OF THE DEBTORS, ENE WAS THE ONLY ENTITY WITH
A CREDIT RATING BY THE MAJOR DOMESTIC RATING AGENCIES AND ENA BECAME UNABLE TO
CONTINUE ITS BUSINESS OPERATIONS UPON THE DOWNGRADE OF ENE'S CREDIT RATING;
(x) ALTHOUGH SOME COSTS WERE ALLOCATED TO
SUBSIDIARIES, PREPETITION, ENE ABSORBED SUBSTANTIAL OVERHEAD COSTS FOR MOST (IF
NOT ALL) OF THE DEBTORS;
(xi) SUBSTANTIALLY ALL OF THE DEBTORS UTILIZED
ENE'S CENTRALIZED SERVICES FOR RISK MANAGEMENT, INSURANCE PROCUREMENT, LEGAL,
BENEFITS AND SIMILAR SERVICES;
(xii) ALTHOUGH THE INTERNAL TRANSACTION APPROVAL
PROCESS FOR ALL OF THE DEBTORS DID NOT EXPRESSLY REQUIRE APPROVAL OF THE BOARD
OF THE ENTITY ENGAGED IN THE TRANSACTION, IT DID REQUIRE, DEPENDING ON THE
DOLLAR AMOUNT AND TYPE OF TRANSACTION, APPROVAL BY THE HEAD OF THE APPLICABLE
BUSINESS UNIT (WHO MIGHT NOT BE AN OFFICER OR DIRECTOR OF THAT ENTITY), THE HEAD
OF THE APPLICABLE BUSINESS SEGMENT (WHO MIGHT NOT BE AN OFFICER OR DIRECTOR OF
THAT ENTITY), THE OFFICE OF THE CHAIR OF ENE, AND/OR THE BOARD OF DIRECTORS OF
ENE; AND
(xiii) ENRON ACCOUNTING POLICIES PERMITTED NON-CASH
SETTLEMENTS OF INTERCOMPANY OBLIGATIONS BY TRANSFERRING INTERCOMPANY RECEIVABLES
TO ENE IN EXCHANGE FOR A RECEIVABLE FROM ENE AND INTERCOMPANY PAYABLES TO ENE IN
EXCHANGE FOR A PAYABLE TO ENE. After the completion of a non-cash settlement,
the entity with the original payable would have a payable to ENE. The entity
with the original receivable would have a receivable from ENE. For example, if
EGM had a $1 million receivable from ENA, EGM would exchange its receivable from
ENA for a $1 million receivable from ENE and ENA would exchange its payable to
EGM for a $1 million payable to ENE. This would leave ENA with no liability to
EGM (and EGM no receivable from ENA); ENA would have a $1 million payable to ENE
and ENE would have a $1 million payable to EGM.
The foregoing provides a brief summary of the facts weighing
both for and against substantive consolidation. In addition, Appendix M:
"Substantive Consolidation Analysis" contains a more detailed listing of common
facts relevant to this analysis. While there are additional relevant facts
applicable to most of the Debtors, there are also extensive entity-specific
facts. Because of the complexity of these Chapter 11 Cases and the
fact-intensive nature of the inquiry, it is impossible to include an exhaustive
analysis of these issues for each and every Debtor. The overwhelming incidence
of common facts relevant to this analysis provides the basis for inclusion of
all of the Debtors (other than the Portland Debtors) in the Plan compromise.
5
In fact, given the extent and difficulty of the relevant
factual and legal issues, in an effort to resolve the numerous inter-estate
issues without protracted and expensive litigation, the Debtors and the
Creditors' Committee forged a global compromise and settlement predicated upon a
negotiated formula, expressed as the likelihood that a court would order
substantive consolidation, as a proxy for resolving all such issues.
Specifically, under the global compromise of numerous inter-estate issues
embodied in the Plan, except with respect to the Portland Debtors, distributions
of Plan Currency will be made on account of Allowed General Unsecured Claims,
Allowed Guaranty Claims, and Allowed Intercompany Claims based on an agreed
percentage intended to approximate the relative likelihood of full-blown
litigation resulting in either: (i) substantive consolidation of all of the
Debtors or (ii) substantive consolidation of none of the Debtors. Accordingly,
for example, subject to certain adjustments described below, a holder of an
Allowed General Unsecured Claim (except a holder of an Allowed General Unsecured
Claim against the Portland Debtors) will receive the sum of (a) 30% of the
distribution such Creditor would receive if the Debtors' estates, other than the
estates of the Portland Debtors, were substantively consolidated and one-half of
Accepting Guaranty Claims were allowed and (b) 70% of the distribution such
Creditor would receive if the Debtors were not substantively consolidated. As
noted, the 30/70 weighted average is not a precise mathematical quantification
of the likelihood of substantive consolidation of each Debtor into each of the
other Debtors, but, instead, a negotiated approximation of the likely outcome if
numerous inter-estate issues, including substantive consolidation, were
litigated to judgment as to all Debtors.
b. PLAN CURRENCY. As a general rule, absent substantive
consolidation, the creditors of a given debtor may recover only from the assets
of such debtor. In the event of substantive consolidation, the creditors of each
of the consolidated entities recover from the pooled assets of all of the
consolidated entities.
In light of the global compromise and the settlement of
inter-estate issues, including substantive consolidation of the Debtors except
with respect to the Portland Debtors, the actual consideration to be distributed
on account of Allowed General Unsecured Claims, Allowed Guaranty Claims and
Allowed Intercompany Claims will be derived from a common pool consisting of a
mixture of Creditor Cash, PGE Common Stock, CrossCountry Common Stock, and
Prisma Common Stock (collectively, "Plan Currency"). (1) Generally, for purposes
of making distributions to Creditors of each of the Debtors (except the Portland
Debtors), a portion of Plan Currency is allocated to each Debtor following
application of the 30/70 weighted average reflecting the likelihood of
substantive consolidation. Each Debtor's allocated portion of Plan Currency is
referred to in the Plan as the Distributive Assets attributable to such Debtor.
For illustrative purposes, Appendix P: "Components of Distributions Under the
Plan" sets forth the components of the estimated distribution on a hypothetical
Allowed General Unsecured Claim of $1,000,000, a hypothetical Allowed Guaranty
Claim of $1,000,000 and a hypothetical Allowed Convenience Class Claim of
$50,000 against each of the Debtors.
- ----------
(1) It should be noted that Plan Currency does not include interests in the
Litigation Trust and Special Litigation Trust. As discussed below, also as part
of the global compromise, these interests are allocated pro rata among the
holders of Allowed General Unsecured Claims against all Debtors (excluding the
Portland Debtors).
6
With respect to Creditors of ENA and certain of its
subsidiaries(2) and the holders of TOPRS, an additional portion of Cash will be
made available by ENE under the Plan to such Creditors, and they may elect to
accept this additional Cash in lieu of an equal value of Plan Securities. To the
extent that they make this election, it will reduce the Cash and increase the
PGE Common Stock, CrossCountry Common Stock and Prisma Common Stock available to
ENE's creditors.
c. INTERCOMPANY CLAIMS. Typically, substantive
consolidation eliminates all intercompany claims among the consolidated
entities. In contrast, without substantive consolidation, such intercompany
claims may either be treated pari passu with similarly situated third-party
claims, subordinated to third-party claims or re-characterized as equity
contributions. Moreover, absent substantive consolidation, each debtor may seek
to disallow a given intercompany claim or to affirmatively recover on various
claims or causes of action against another debtor.
Prior to the Initial Petition Date, the Debtors maintained a
complex corporate structure consisting of thousands of entities, which, in the
aggregate, engaged in millions of inter-company transactions in the years
leading to the bankruptcy filings. (3) The myriad of prepetition intercompany
claims arose from a variety of transactions, including, but not limited to,
payables and receivables resulting from the centralized cash management system,
asset transfers, and agreements regarding services and operations.
Because of the scope and breadth of the intercompany
transactions between the Debtors, there is some degree of inescapable
entanglement. Appendix N: "Intercompany Value Flow Analysis" provides a
depiction of certain instances of this intercompany relationship for
illustrative purposes. From the inception of these Chapter 11 Cases, the Debtors
and the Creditors' Committee have been investigating certain of the most
significant of these transactions to determine whether any challenges could be
brought by or on behalf of any of the Debtors' estates against any other
Debtor's estate, and whether the relative impact to Creditor recoveries that
could be occasioned by such challenge, if successful, would warrant litigation.
Under the global compromise, except with respect to the Portland Debtors,
Debtors holding Allowed Intercompany Claims (i.e., accounts and notes owed by
one Debtor to another Debtor) will receive 70% of the distribution such Debtor
would receive if the Debtors were not substantively consolidated. As the 30%
scenario is based on the hypothetical substantive consolidation of all Debtors,
no distribution will be made on Intercompany Claims under this scenario.
All other potential inter-Debtor remedies, such as the
potential disallowance, subordination, or re-characterization of Intercompany
Claims, and certain affirmative claims or
- ----------
(2) Specifically, this election is available to the holders of Allowed
General Unsecured Claims against ENA, EPMI, EGLI, EGM, EIM, ENGMC, ENA Upstream,
ECTRIC, and ERAC.
(3) For information regarding intercompany claims between the Debtors and
their affiliates, refer to Appendix C: "Estimated Assets, Claims and
Distributions" and Appendix N: "Intercompany Value Flow Analysis", as well as
the Debtors' Schedules which are available at http://www.enron.com/corp/por and
Claims filed against the Debtors, which may be viewed at http://www.bsillc.com.
7
causes of action against any other Debtor, will be waived. Given the sheer
volume of intercompany transactions, in an effort to conserve the estates'
resources and expedite the Plan process, neither the Debtors nor the Creditors'
Committee have conducted detailed diligence or analysis regarding each and every
potential inter-Debtor cause of action or remedy being waived by the Debtors
under the Plan. These inter-Debtor waivers were negotiated as an integral part
of the global compromise in order to ensure that the efficient resolution of
these Chapter 11 Cases would not be jeopardized by ongoing inter-estate
disputes. These waivers will not affect, however, the Debtors' ability to pursue
third parties (including non-Debtor affiliates) on any claims, causes of action,
or challenges available to any of the Debtors in the absence of substantive
consolidation, including any avoidance actions or defenses to setoff for lack of
mutuality.
d. ASSET OWNERSHIP DISPUTES BETWEEN ENE AND ENA.
Substantive consolidation eliminates any issues concerning ownership of assets
among the consolidated entities. Absent substantive consolidation, these issues
would remain and require resolution either through negotiation or litigation.
Certain inter-estate disputes exist between ENE and ENA
regarding their respective equity interests in (and attendant right to sale
proceeds of or dividends from) various entities. The most significant disputes
involve a shift in the beneficial economic interest in Enron Canada, RMTC and
CPS. In 2000 and 2001, the Enron Companies entered into two financing
transactions - Valhalla and Slapshot - that resulted in a shift of economic
interest in Enron Canada and RMTC from ENA to ENE. These transactions generated
substantial intercompany charges, which, if paid in full, would have had a
neutral impact on ENA and ENE. However, these intercompany claims will not be
paid in full under the Plan. In addition, Slapshot created a cloud over the
beneficial ownership of CPS, by altering ENE's unambiguous beneficial ownership
to a potentially shared ownership with ENA. Refer to Section I., "Overview of
Chapter 11 Plan" for a summary of the Plan, Section III.F.48., "Valhalla" for a
description of Valhalla and Section III.F.44., "Slapshot" for a description of
Slapshot.
In addition, as a consequence of the centralized cash
management system utilized by the Enron Companies, as well as the procedures
followed for the concentration of Bridgeline's receipts and disbursements,
intercompany accounts among ENE, ENA and Bridgeline were generated. Shortly
before the Initial Petition Date, these intercompany accounts were settled
through adjusting intercompany book entries rather than through the payment of
cash. The adjustments to the intercompany accounts regarding Bridgeline resulted
in a transfer of value from ENA to ENE.
The Debtors and the Creditors' Committee believe there are
factual and legal issues arising from the relative impact of these transactions
on ENE and ENA, including whether all or part of these transactions should be
avoided, unwound or otherwise challenged, and the treatment of any intercompany
claims or equity interests related thereto. Some of those issues favor ENE,
while others favor ENA and its subsidiaries.
Following extensive discussions and negotiation with the ENA
Examiner, rather than litigate these and related issues, the Debtors, the
Creditors' Committee and the ENA Examiner agreed to a compromise of these
inter-Debtor disputes wherein, for purposes of
8
calculating distributions pursuant to the Plan, the net economic ownership of
certain assets would be reallocated. The Debtors and the Creditors' Committee
believe that, even if meritorious, such litigation would only produce additional
prepetition unsecured Intercompany Claims and not a transfer of ownership of
such assets. Nevertheless, the Debtors and the Creditors' Committee agreed to a
negotiated transfer of asset ownership as a further proxy for the resolution of
all inter-estate issues. Specifically, the global compromise incorporates an
agreement whereby: (i) the net economic equity value of Enron Canada will be
deemed to be an asset of ENA, (ii) the net economic equity value of RMTC will be
deemed to be an asset of ENE, (iii) 50% of the net economic equity value of CPS
will be deemed to be an asset of ENE and 50% will be deemed to be an asset of
ENA, and (iv) the net economic equity value of Bridgeline Holdings will be
deemed to be an asset of ENA. It should be noted that this allocation of the net
economic ownership assumes that it is ultimately determined or otherwise agreed
that the value in CPS constitutes property of the Debtors' estates. Refer to
Section IV.C.1.f(iii)(A)., "Mizuho Corporate Bank, Ltd., as successor to the
Industrial Bank of Japan, Limited and Banco Bilbao Vizcaya Argentaria S.A. v.
Enron Corp. Hansen Investments Co. and Compagnie Papiers Stadacona" regarding an
adversary proceeding pending as to entitlement to the proceeds of a sale, if
any, of CPS.
e. OWNERSHIP OF CERTAIN CLAIMS AND CAUSES OF ACTION. As
a general rule, absent substantive consolidation, any inter-estate issues
regarding rights to and interests in claims and causes of action against third
parties must be resolved either by negotiation or litigation among the estates.
In contrast, if the estates are substantively consolidated, then the recoveries
from any such claims or causes of action are pooled for the benefit of the
creditors of all of the consolidated entities.
(i) SINGLE-DEBTOR CLAIMS AND CAUSES OF ACTION
Many of the Debtors hold claims or causes of action against
third parties where there is no dispute as to the particular Debtor that owns
such claims or causes of action. Such claims include, for example, actions where
a Debtor had the exclusive course of dealing with the defendant or made a
potentially avoidable transfer to satisfy its own obligation. Pursuant to the
Plan, each Debtor will retain its single-Debtor claims or causes of action.
(ii) MULTIPLE-DEBTOR CLAIMS AND CAUSES OF ACTION
In other instances, which of the Debtors holds rights and
interests in claims and causes of action is less clear and is the subject of
potential dispute. For example, two or more Debtors may share a claim or cause
of action, including voidable preferences where one Debtor made a potentially
avoidable transfer to satisfy the obligations of one or more other Debtors. In
order to eliminate inter-estate disputes regarding the ownership of such
avoidance actions, pursuant to the global compromise in the Plan, such claims
will be jointly prosecuted by each of the Debtors that could assert a cause of
action on account of the subject transfer. Pursuant to the Plan, the net
proceeds realized from such litigation (whether by settlement or judgment) will
be allocated equally among each of the plaintiff-Debtors.
9
(iii) ALL-DEBTOR CLAIMS AND CAUSES OF ACTION
All of the Debtors assert or could assert an interest in
certain non-bankruptcy claims and causes of action against third parties that
allegedly harmed ENE and its direct and indirect subsidiaries as a whole. Many
of these parties, and the circumstances giving rise to such claims, have been or
are expected to be described in reports filed by the ENE Examiner and the ENA
Examiner. For example, certain acts or omissions giving rise to claims against
third parties related to attempts to, or aiding and abetting others to, misstate
the Debtors' financial statements. The Debtors or the Creditors' Committee have
already commenced certain such actions, including the MegaClaim Litigation and
the Montgomery County Litigation. Refer to Section IV.C.1.b(i)., "Enron Corp.
and Enron North America Corp. v. Citigroup, Inc, et al. (Adv. No. 03-09266, U.S.
Bankruptcy Court, Southern District of New York, Manhattan Division)" for a
summary of the MegaClaim Litigation. Refer to Section IV.C.1.a(iii)., "The
Official Committee of Unsecured Creditors of Enron Corp. et al. v. Fastow et al.
(No. 02-10-06531-CV, 9th Judicial District Court, Montgomery County, Texas;
removed to U.S. District Court, Southern District of Texas, Houston Division,
No. 02-3939)" for a summary of the Montgomery County Litigation. These pending
actions, as well as others that allege similar harms on behalf of all of the
Debtors (including other claims against financial institutions involved in the
prepetition financing of the Debtors, insiders, auditors, other professionals or
advisors and other parties) will be transferred, for the ratable benefit of all
holders of Allowed General Unsecured Claims, to the Litigation Trust or Special
Litigation Trust. Due to the uncertainty concerning ownership of such actions,
as part of the global compromise of inter-estate issues under the Plan, the
Litigation Trust Claims and the Special Litigation Trust Claims will be treated
as pooled assets owned by all Debtors as if the Debtors were substantially
consolidated. (4) As such, only holders of Allowed General Unsecured Claims
against the Debtors, and not Intercompany Claims or Guaranty Claims, will
receive interests in the Litigation Trust or Special Litigation Trust.
In the event that a compromise and settlement of, or a Final
Order with respect to, a Litigation Trust Claim or a Special Litigation Trust
Claim provides for the waiver, subordination or disallowance of a defendant's
Claim or Claims against one or more of the Debtors, the benefits of such waiver,
subordination or disallowance will be shared by all Debtors as if the Debtors
were substantively consolidated and the defendant's Claim or Claims had been
asserted against the consolidated estate. In order to effectuate this result,
such waived, subordinated or disallowed Claims will be deemed allowed against
the applicable Debtor's estate and the Plan distributions on account of such
Claims will be made to the Litigation Trust or Special Litigation Trust, as the
case may be. The Debtors and the Creditors' Committee believe that the economic
benefits realized from Litigation Trust Claims and Special Litigation Trust
Claims should be allocated under uniform principles independent of whether the
recoveries to the Debtors' estates are realized in cash or through waiver,
subordination or disallowance of Claims.
- ----------
(4) If the Debtors were substantially consolidated, Intercompany Claims
and Guaranty Claims would be eliminated and not be entitled to receive a
distribution from pooled assets.
10
(iv) ALLOCATION OF RECOVERIES
If in connection with a compromise and settlement of a
Litigation Trust Claim or a Special Litigation Trust Claim, a claim or cause of
action retained by the respective Reorganized Debtors is simultaneously
compromised and settled, then the recoveries or benefits of waiver,
subordination or disallowance of Claims realized will be allocated first to the
Debtors maintaining such retained actions and then to the Litigation Trust or
the Special Litigation Trust, as the case may be.
f. GUARANTY CLAIMS. In a case where total substantive
consolidation has been ordered, any claim against multiple debtor entities for
the same liability, whether joint, primary or secondary (including guaranty
claims), is typically deemed to constitute one claim to be satisfied out of the
pool of assets. Some courts, however, have made exceptions in those situations
where a creditor can demonstrate that it extended credit in reliance on its
ability to collect from two distinct entities.
Under the global compromise negotiated, an exception to the
30/70 formula will be made for Creditors holding Guaranty Claims, provided that
such Creditors vote as a Class to accept the Plan (all Guaranty Claims within
such accepting Class are referred to as "Accepting Guaranty Claims"). In
addition to what a Creditor with Guaranty Claims may receive on account of its
Allowed General Unsecured Claims, provided that the applicable Class of Guaranty
Claims votes to accept the Plan, such Creditor would receive on account of its
corresponding Allowed Guaranty Claim, a distribution that includes (i) 70% of
the distribution such holder would receive if the Debtors were not substantively
consolidated and (ii) 30% of the distribution such holder would receive if all
of the Debtors' estates, other than the estate of the Portland Debtors, were
substantively consolidated and one-half of such Guaranty Claim was allowed. If a
Class of Guaranty Claims votes to reject the Plan and the Plan is nevertheless
confirmed, the enhanced recovery set forth in (ii) above will be eliminated for
such Class.
g. POST-CONFIRMATION ADMINISTRATION. As part of the
global compromise under the Plan, the governance and oversight of these Chapter
11 Cases will be streamlined. Following confirmation of the Plan, a five-member
board of directors of Reorganized ENE will be appointed, with four of the
directors to be designated by the Debtors after consultation with the Creditors'
Committee and one of the directors to be designated by the Debtors after
consultation with the ENA Examiner. In the event that, during the period from
the Confirmation Hearing up to and including the Effective Date, circumstances
require the substitution of one (1) or more persons selected to serve on the
board of directors of Reorganized ENE, the Debtors will file a notice thereof
with the Bankruptcy Court and, for purposes of section 1129 of the Bankruptcy
Code, any such replacement person, designated in accordance with the
requirements of the immediately preceding sentence, will be deemed to have been
selected and disclosed prior to the Confirmation Hearing. The terms and manner
of selection of the directors of each of the other Reorganized Debtors will be
as provided in the Reorganized Debtors Certificate of Incorporation and the
Reorganized Debtors By-laws, as the same may be amended. The respective roles of
the ENE Examiner and the ENA Examiner will be phased out following confirmation
of the Plan, and the Creditors' Committee will be dissolved on the Effective
Date of the Plan.
11
In an effort to conserve resources and to insure consistency
with respect to strategy and procedure, on the Effective Date, Stephen Forbes
Cooper LLC will assume the duties of the Reorganized Debtor Plan Administrator,
Litigation Trustee and Special Litigation Trustee. Refer to Section VII.A.1.,
"Role of the Reorganized Debtor Plan Administrator" for further information
regarding the Reorganized Debtor Plan Administrator, Section XI.A., "The
Litigation Trust" for further information regarding the Litigation Trust and
Section XI.B., "The Special Litigation Trust" for further information regarding
the Special Litigation Trust. Pursuant to the Plan, and the applicable documents
(including the Reorganized Debtor Plan Administration Agreement, the Litigation
Trust Agreement, and the Special Litigation Trust Agreement), the Reorganized
Debtor Plan Administrator will serve under the supervision of the Board of
Directors of Reorganized ENE, the Litigation Trustee will report to the
Litigation Trust Board, and the Special Litigation Trustee will report to the
Special Litigation Trust Board.
As set forth in the Plan, the Plan Supplement to be filed
prior to the Ballot Date or such other date as the Bankruptcy Court establishes
will include, among other documents, forms of the Litigation Trust Agreement,
the Special Litigation Trust Agreement, the Prisma Trust Agreement, the
CrossCountry Trust Agreement, the PGE Trust Agreement, the Remaining Asset Trust
Agreement(s), the Common Equity Trust Agreement, the Preferred Equity Trust
Agreement, the Prisma Articles of Association, the Prisma Memorandum of
Association, the CrossCountry By-Laws, the CrossCountry Certificate of
Incorporation, the PGE By-Laws, the PGE Certificate of Incorporation, the
Reorganized Debtor Plan Administration Agreement, the Reorganized Debtors
By-laws, the Reorganized Debtors Certificate of Incorporation, the Severance
Settlement Fund Trust Agreement, the guidelines for the Disputed Claims reserve
established for the benefit of holders of Disputed Claims, and a schedule or
description of Litigation Trust Claims and Special Litigation Trust Claims, in
each case, consistent with the substance of the economic and governance
provisions contained in the Plan in form and substance satisfactory to the
Creditors' Committee. Refer to the following sections for a summary of the terms
of certain of these agreements: Section VII.B.2., "Operating Trusts", VII.C.2.,
"The Remaining Asset Trusts", X.E., "Prisma Contribution and Separation
Agreement", XI.A., "The Litigation Trust", XI.B., "The Special Litigation
Trust", XII.A., "Preferred Equity Trust", and XII.B., "Common Equity Trust".
Additionally, section 1129(a)(5) of the Bankruptcy Code requires that, to
confirm a chapter 11 plan, the plan proponent disclose the identity and
affiliations of the proposed officers and directors of the reorganized debtors;
that the appointment or continuance of such officers and directors be consistent
with the interests of creditors and equity security holders and with public
policy; and that there be disclosure of the identity and compensation of any
insiders to be retained or employed by the reorganized debtors. 11 U.S.C.
Section 1129(a)(5). The Debtors intend to file such information five days prior
to the Ballot Date.
3. PLAN NEGOTIATIONS WITH THE ENA EXAMINER
a. APPOINTMENT OF THE ENA EXAMINER. The ENA Examiner was
appointed, among other things, to serve as a plan facilitator for ENA and its
subsidiaries. The ENA Examiner has attempted to perform this function by
engaging in dialogue with the Debtors, representatives of the Creditors'
Committee, and certain parties in interest that assert claims against ENA and
its subsidiaries. The ENA Examiner has also attempted to perform his role as
plan facilitator by filing reports regarding various plan-related issues, such
as whether ENA's
12
exclusive right to propose a plan for ENA should be preserved and whether a
joint plan involving ENA and the remaining Debtors is appropriate and beneficial
from the perspective of ENA's creditors. Refer to Section IV.A.4.a., "ENA
Examiner" and Section IV.A.4.b., "ENE Examiner" for further information.
b. PRESENTATION TO THE ENA EXAMINER. In connection with
the role of the ENA Examiner as plan facilitator, in February 2003, the Debtors
and representatives of the Creditors' Committee made a detailed presentation to
the ENA Examiner and certain Creditors of ENA and its subsidiaries with respect
to the concepts underlying the global compromise embodied in the Plan. Using
estimated claims and asset values available at that time, the presentation
included a broad spectrum of potential estimated creditor recoveries using
approximately fifteen different sets of assumptions, including, but not limited
to, substantive consolidation of none of the Debtors, substantive consolidation
of all of the Debtors, substantive consolidation of discrete groups of Debtors,
avoidance of various intercompany transactions, and/or subordination of various
intercompany obligations. The alternative scenarios were provided to demonstrate
the wide disparity of results depending upon the ultimate resolution of these
contested issues. The presentation expressly noted that the Debtors' defenses
against allowance of individual claims would be preserved under the global
compromise (including, but not limited to, the right to challenge the validity
of guaranty claims) and that recoveries within different Classes might be
affected by such defenses. The presentation also explained the history of the
due diligence and negotiations between the Debtors and the Creditors' Committee
and the need for a consensual resolution of central inter-Debtor issues to
conserve the resources of the Debtors' estates and maximize returns to the
Creditors. While the presentation relied on a number of scenarios to illustrate
the complex and potentially disparate results depending upon the base
assumptions, the global compromise represents a synthesis of competing concerns
and a means for maximizing the value of the Debtors' assets for their Creditors
holding Allowed Claims.
c. ENA EXAMINER'S SUPPORT FOR THE PLAN. Following this
initial presentation, the ENA Examiner, representatives of the Creditors'
Committee, and the Debtors met repeatedly and continued the exchange of
information and discussions regarding the terms of the Plan. The results of the
parties' diligent and exhaustive efforts in this regard are reflected in the
compromises and settlements incorporated into the Plan. After consultation with
certain Creditors of ENA and its subsidiaries, and following his review of the
terms of the Plan, in July 2003, the ENA Examiner informed the Debtors and the
Creditors' Committee that he believed the compromises and settlements
incorporated into the Plan were reasonable, and that the economic treatment to
Creditors of ENA and its subsidiaries was fair and worthy of being accepted by
such Creditors. The letter signed by the ENA Examiner evidencing his support of
the Plan can be found under "Related Documents" at
http://www.enron.com/corp/por.
d. ENA EXAMINER'S REPUDIATION OF SUPPORT. At numerous
times following the filing of the initial Plan on July 11, 2003, including
participation at hearings before the Bankruptcy Court, the ENA Examiner
expressed his ongoing support for the global resolution. Despite no changes to
the ENA Examiner-negotiated provisions of the Plan being proposed, in October
2003, the ENA Examiner formally notified the Bankruptcy Court that he was
withdrawing his support for the Plan due, in large part, to a failure by the
Debtors and the Creditors' Committee to agree to waive and release avoidance
actions against certain creditors of
13
ENA and its subsidiaries that hold Enron Guaranty Claims. The ENA Examiner
contended that such a waiver and release of individual causes of action were
part of the global inter-estate compromise. The ENA Examiner protested the
reservation of such challenges despite the fact that the Disclosure Statement
filed on July 11, 2003 expressly stated with respect to the global compromise
that the inter-Debtor waivers will not affect "the Debtors' ability to pursue
third parties (including non-Debtor affiliates) on any claims, causes of action
or challenges available to any of the Debtors in the absence of substantive
consolidation." (5)
e. ENA EXAMINER'S POSITION IS DETRIMENTAL TO ENA. The
ENA Examiner's position is actually detrimental to his purported constituency.
His insistence upon the waiver of avoidance actions against the holders of Enron
Guaranty Claims ignores the reality that the avoidance of any voidable
guarantees against ENE would increase the ENA Creditors' recoveries. This
increase would result from the reduction of Claims against ENE, thereby
increasing the distributions to be made by ENE, which would, in turn, increase
the distributions to be made by ENA because ENA is ENE's single largest
Creditor. Refer to Appendix N: "Intercompany Value Flow Analysis". Moreover, the
ENA Examiner's position gives no consideration to the fact that his constituency
is comprised of (a) Creditors who do not hold Enron Guaranty Claims, (b)
Creditors who hold Enron Guaranty Claims arising from non-voidable guarantees,
and (c) Creditors who hold Enron Guaranty Claims arising from voidable
guarantees. Inexplicably, the ENA Examiner has elected to favor this third group
(those holding voidable guarantees) to the detriment of holders of Allowed
Claims. Apparently, the ENA Examiner believes the global compromise is not fair
because it does not benefit a segment of his constituency holding illegitimate
Claims at the expense of another segment of his constituency holding legitimate
Claims. The Debtors and the Creditors' Committee are unable to understand how
the ENA Examiner can find a settlement unfair when it maximizes distributions to
holders of valid and unavoidable claims.
f. COMPROMISE REACHED WITH ENA EXAMINER REMAINS
UNCHANGED. Notwithstanding the ENA Examiner's repudiation of support for the
compromise, the Debtors and the Creditors' Committee have elected to propose the
Plan incorporating all economic and governance provisions as previously agreed.
These provisions consist of the following:(6)
- Recoveries to the Creditors will be equal to 30% of
recoveries in a substantive consolidation scenario
plus 70% of recoveries in a scenario where there is
no consolidation;
- Allowed Guaranty Claims will be entitled to
participate in the substantive consolidation scenario
to the extent of 50% of their Claims; (7)
- ----------
(5) The same language can be found in the September 18, 2003 Disclosure
Statement, as well as in this Disclosure Statement. A recitation of the history,
throughout discussions with the ENA Examiner, of this consistent express
preservation of individual claim challenges can be found in a joint letter of
the Debtors and the Creditors' Committee submitted to the Bankruptcy Court.
Refer to http://www.enron.com/corp/por.
(6) The compromise does not apply to the Portland Debtors.
(7) The Plan provides that this enhancement will be given to holders of
Allowed Guaranty Claims if the respective Class of Guaranty Claims votes to
accept the Plan.
14
- Reallocation of the value of the following assets
attributed to ENE on the Debtors' books and records
will be made for the benefit of ENA and its
Creditors-
- up to approximately $870 million of value
attributable to Enron Canada;
- approximately $100 million of value
attributable to CPS; and
- up to approximately $40 million of value
attributable to Bridgeline. (8)
- Distributions to Creditors will be made from a common
currency of pooled assets, except that holders of
Allowed Claims against ENA and its trading
subsidiaries will be entitled to receive Cash in lieu
of up to $125 million of Plan Securities.
- Litigation Trust Claims (including the causes of
action alleged in the MegaClaim Litigation (other
than avoidance actions) and Special Litigation Trust
Claims (including the causes of actions alleged in
the Montgomery County Litigation) will be pooled as
if all Debtors owned such claims and the Debtors'
estates were substantively consolidated, and
Intercompany Claims and Guaranty Claims will not be
entitled to interests in the Litigation Trust or
Special Litigation Trust.
- Upon conclusion of intense negotiations of all of the
foregoing, and in response to the demand that a
representative of ENA and its subsidiaries be
appointed to monitor the Reorganized Debtors'
post-confirmation activities and the resolution of
Litigation Trust Claims, the Debtors agreed that the
ENA Examiner will be consulted with respect to one of
the five Persons to be appointed to the Board of
Directors of Reorganized ENE, the Litigation Trust
Board and the Remaining Asset Trust Boards.
In connection with its review of potential avoidance actions,
the Debtors and the Creditors' Committee have continued reviewing whether any
Claims based on guaranties are susceptible to challenge. Pursuant to laws
permitting the Debtors to avoid obligations incurred in exchange for less than
reasonably equivalent value, the Debtors intend to challenge Claims against ENE
predicated upon guaranties issued, amended or replaced during the one-year
period preceding the Initial Petition Date. The Debtors estimate that Claims
meeting the above criteria represent less than one-third in amount of all Claims
based upon guaranties executed by ENE.
Pursuant to the Plan, the Debtors will offer an opportunity to
compromise and settle such avoidance action litigation at varying percentages
based upon the proximity of the execution of the guaranty to the Initial
Petition Date.
- ----------
(8) As part of the global compromise, the value attributable to RMTC will
remain with ENE.
15
4. OVERALL FAIRNESS OF THE SETTLEMENT
The Debtors and the Creditors' Committee firmly believe that
the global compromise embodied in the Plan is fair to each of the Debtors and
their respective Creditors and falls within the range of reasonableness required
for approval by the Bankruptcy Court. The ENA Examiner has also agreed that the
settlements within the global compromise are each within the range of
reasonableness as to the Creditors of ENA and its subsidiaries and that the Plan
is worthy of being accepted by such Creditors.
Although the Debtors and the Creditors' Committee believe the
global compromise can be approved solely on the basis that the settlements
contained therein fall within the range of reasonable outcomes, the Debtors and
the Creditors' Committee believe that the benefits obtained from avoiding
estate-wide litigation by Creditors with conflicting interests cannot be
overemphasized. Indeed, if a compromise had not been reached, the Debtors and
the Creditors' Committee believe that the cost, delay, and uncertainty attendant
to litigating the complex inter-estate issues resolved by the Plan would have
resulted in substantially lower recoveries for most, if not all, Creditors.
With respect to the common Plan Currency concept for all
Creditors, the Debtors and the Creditors' Committee believe this feature of the
global compromise promotes efficiency without being unfair or inequitable.
Concerns have previously been raised by certain Creditors of ENA that the filing
of a joint plan involving ENA and the other Debtors would be unfair because ENA
has been in liquidation since shortly after the Initial Petition Date and should
not be unnecessarily entangled with the estates of the other Debtors, including
ENE. After careful consideration of these concerns, the Debtors and the
Creditors' Committee have concluded that ENA Creditors would not be materially
disadvantaged by the common Plan Currency feature. This is because, irrespective
of any global compromise, there is inescapable entanglement between the estates
of ENA and ENE because ENA is the single largest creditor of ENE and its
intercompany claim against ENE is ENA's single largest asset. Thus,
distributions to ENA Creditors necessarily depend in large part on what ENA
recovers on its Intercompany Claim against ENE. Similarly, ENE's intercompany
claims against EPMI and numerous other Debtors would result in assets of such
other Debtors being transferred to ENE for further distribution to ENE's
Creditors, including ENA. Thus, while it is an integral feature of the global
compromise, the common Plan Currency feature of the Plan is also justifiable for
many of the Debtors because of the way in which value is transferred through
intercompany claims. In any event, based on the Debtors' current estimates of
asset values and Allowed Claims, Plan Currency is expected to be approximately
two-thirds in the form of Creditor Cash and approximately one-third in the form
of Plan Securities.
The allocation of Litigation Trust Interests and Special
Litigation Trust Interests on a pro rata basis to holders of Allowed General
Unsecured Claims of the Debtors (excluding holders of Allowed General Unsecured
Claims against the Portland Debtors) is a feature of the global compromise that
provides significant benefits to Creditors that may not otherwise have shared in
the potential proceeds from such litigation.
5. PROPERTY TO BE DISTRIBUTED UNDER THE PLAN
16
The Plan is premised upon the distribution of all of the value
of the Debtors' assets (through Creditor Cash, Plan Securities and Interests in
the Litigation Trust and the Special Litigation Trust) in accordance with the
priority scheme contained in the Bankruptcy Code. Refer to Section XIII.,
"Securities Laws Matters" and the Plan attached as Exhibit 1: "Chapter 11 Plan".
It is anticipated that Creditor Cash will constitute approximately two-thirds of
the Plan Currency. Excluding the potential value of interests in the Litigation
Trust and Special Litigation Trust, the Debtors estimate that the value of total
recoveries will be approximately $12 billion.
In an effort to maximize the value to Creditors, since the
Initial Petition Date, the Debtors have conducted extensive due diligence and
sales efforts for substantially all of the Enron Companies' core domestic and
international assets, including, but not limited to, exploring the sale of the
Enron Companies' interests in PGE, Transwestern, Citrus, Northern Plans,
Elektro, Cuiaba, BBPL, Transredes, Sithe, EcoElectrica, Mariner, CPS and Trakya.
Following an extensive marketing and auction process, the Enron Companies'
received bids or other indications of interest on most of the businesses named
above. These bids and other indications of interest have been considered and
evaluated by the Enron Companies, taking into consideration the potential long
term value and benefits of retaining certain groupings of assets and developing
such assets for future value versus the potential for selling such interests in
the near term based on the bids and indications of interest received. In those
instances where an immediate sale maximized the value of the interest, the
assets were sold or are the subject of pending sales. As examples, these include
Sithe, EcoElectrica and CPS. In those instances where the long term prospects
are anticipated to ultimately derive greater value, the assets were retained and
will be included either (a) in one of the Operating Entities with the stock to
be distributed to Creditors pursuant to the Plan or (b) sold at a later date.
The Debtors continue to explore all opportunities to maximize value to
Creditors, including continuing to consider a sale of one or more of the
Operating Entities.
As discussed in greater detail below, when and to the extent
that an interest in any of these businesses or related businesses is sold, then
the resulting net sale proceeds held by a Debtor will be distributed to
Creditors in the form of Creditor Cash. To the extent that PGE, CrossCountry and
Prisma have not been sold as of the Initial Distribution Date, then the value in
these Operating Entities will be distributed to Creditors in the form of Plan
Securities.
a. CREDITOR CASH. In addition to Cash available to pay
Secured Claims, Administrative Expense Claims, Priority Claims, and Convenience
Class Claims as provided for in the Plan, Cash distributions will be made from
available Creditor Cash to holders of Allowed General Unsecured Claims, Allowed
Intercompany Claims, and Allowed Guaranty Claims. The Debtors may elect to seek
Bankruptcy Court approval to make interim distributions of Creditor Cash after
the Confirmation Date, but prior to the Effective Date. If such approval is
sought and obtained, then it is anticipated that Creditor Cash would be
distributed in 2004. There can be no assurance that the Bankruptcy Court will
approve distributions prior to the Effective Date. Notwithstanding the
foregoing, upon the joint determination of the Debtors and the Creditors'
Committee, the Remaining Assets will be transferred to the Remaining Asset
Trusts, and the appropriate holders of Allowed Claims will be allocated
Remaining Asset Trust Interests. As the Remaining Assets are liquidated,
Creditor Cash will be distributed to the holders of the Remaining Asset Trust
Interests. The Remaining Asset Trust Interests will be uncertificated and
17
non-transferable, except through the laws of descent or distribution; provided,
however, that a recipient may hold such Remaining Asset Trust Interests through
a single, wholly owned entity.
b. PGE COMMON STOCK
(i) PGE IS A WHOLLY OWNED NON-DEBTOR SUBSIDIARY
OF ENE. PGE, a reporting company under the Exchange Act, is a single integrated
electric utility engaged in the generation, purchase, transmission,
distribution, and retail sale of electricity in the State of Oregon. PGE also
sells wholesale electric energy to utilities, brokers, and power marketers
located throughout the western United States.
(ii) UNLESS PGE HAS BEEN SOLD OR IS THE SUBJECT
OF A PURCHASE AGREEMENT, WHEN THERE ARE SUFFICIENT ALLOWED GENERAL UNSECURED
CLAIMS TO PERMIT DISTRIBUTION OF 30% OF THE PGE COMMON STOCK TO HOLDERS OF
ALLOWED GENERAL UNSECURED CLAIMS, ENE WILL CAUSE PGE TO DISTRIBUTE ITS COMMON
STOCK TO HOLDERS OF ALLOWED GENERAL UNSECURED CLAIMS, ALLOWED GUARANTY CLAIMS,
AND ALLOWED INTERCOMPANY CLAIMS.(9) UPON ISSUANCE, THE PGE COMMON STOCK WILL BE
FREELY TRANSFERABLE BY ITS RECIPIENTS THAT ARE NOT "UNDERWRITERS" UNDER SECTION
1145 OF THE BANKRUPTCY CODE. PGE may list the PGE Common Stock on a national
exchange or NASDAQ, but there can be no assurances that it will do so. In the
event that PGE is sold prior to distribution of the PGE Common Stock, the net
proceeds will be distributed to Creditors as Creditor Cash in lieu of PGE Common
Stock.
(iii) UPON THE JOINT DETERMINATION OF THE DEBTORS
AND THE CREDITORS' COMMITTEE, BEFORE THE PGE COMMON STOCK IS RELEASED TO THE
HOLDERS OF ALLOWED CLAIMS, THE PGE COMMON STOCK MAY FIRST BE ISSUED TO THE PGE
TRUST WITH THE PGE TRUST INTERESTS BEING ALLOCATED TO THE APPROPRIATE HOLDERS OF
ALLOWED CLAIMS AND THE RESERVE FOR DISPUTED CLAIMS. The PGE Trust Interests will
be uncertificated and non-transferable, except through the laws of descent or
distribution. Unless PGE has been sold or is the subject of a purchase
agreement, when there are sufficient Allowed General Unsecured Claims to permit
distribution of 30% of the PGE Common Stock to holders of Allowed Claims, the
stock will be released from the PGE Trust to holders of Allowed Claims, with the
remainder to be held in reserve for Disputed Claims. The issuance of the PGE
Common Stock to the PGE Trust is an option available to the Debtors and the
Creditors' Committee, which option, in their sole discretion, may or may not be
utilized.
(iv) FOR A MORE DETAILED DESCRIPTION OF THE
RESTRICTIONS ON THE TRANSFER OF PGE COMMON STOCK, REFER TO XIII., "SECURITIES
LAWS MATTERS" AND SECTION
- -----------------------
(9) As discussed herein, the PGE Common Stock, the CrossCountry Common
Stock, and the Prisma Common Stock are each to be distributed when there are
sufficient Allowed General Unsecured Claims, in the aggregate, to permit
distribution of 30% of such stock (assuming all consents have been obtained and
the stock has not been, in the aggregate, otherwise sold). To determine the date
upon which the stock will be distributed, the Reorganized Debtor Plan
Administrator must determine that the amount of the Allowed General Unsecured
Claims against all Debtors constitute 30% or more of the total potential Claims
(essentially, the sum of the Allowed Claims, the liquidated non-contingent filed
and scheduled Claims, and the estimated unliquidated and contingent Claims). At
such time as this calculation exceeds 30% in the aggregate for all Debtors
(assuming all consents have been obtained and the stock has not been otherwise
sold), the stock may be distributed.
18
XIV., "RISK FACTORS AND OTHER FACTORS TO BE CONSIDERED". For further information
regarding PGE, refer to Section VIII., "Portland General Electric Company".
c. CROSSCOUNTRY COMMON STOCK
(i) CROSSCOUNTRY IS A NEWLY FORMED NON-DEBTOR
SUBSIDIARY OF ENE, ETS, EOS, AND EOC PREFERRED. As a newly formed holding
company, CrossCountry will hold the Debtors' Pipeline Businesses, which provide
natural gas transportation services through an extensive North American pipeline
infrastructure. CrossCountry's principal assets will consist of (i) a 100%
ownership interest in Transwestern, (ii) a 50% ownership interest in Citrus, and
(iii) a 100% interest in Northern Plains.
(ii) UNLESS CROSSCOUNTRY HAS BEEN SOLD OR IS THE
SUBJECT TO A PURCHASE AGREEMENT, WHEN THERE ARE SUFFICIENT ALLOWED GENERAL
UNSECURED CLAIMS TO PERMIT DISTRIBUTION OF 30% OF THE CROSSCOUNTRY COMMON STOCK
TO HOLDERS OF ALLOWED GENERAL UNSECURED CLAIMS, ENE WILL CAUSE CROSSCOUNTRY TO
DISTRIBUTE ITS COMMON STOCK TO HOLDERS OF ALLOWED GENERAL UNSECURED CLAIMS,
ALLOWED GUARANTY CLAIMS, AND ALLOWED INTERCOMPANY CLAIMS. Upon issuance, the
CrossCountry Common Stock will be freely transferable by its recipients that are
not "underwriters" under section 1145 of the Bankruptcy Code. CrossCountry has
agreed to use its best efforts to list the CrossCountry Common Stock on a
national exchange or NASDAQ, but there can be no assurances that it will do so.
In the event that CrossCountry is sold prior to distribution of the CrossCountry
Common Stock, the net proceeds will be distributed to Creditors as Creditor Cash
in lieu of CrossCountry Common Stock.
(iii) NOTWITHSTANDING THE FOREGOING, UPON THE
JOINT DETERMINATION OF THE DEBTORS AND THE CREDITORS' COMMITTEE, BEFORE THE
CROSSCOUNTRY COMMON STOCK IS RELEASED TO THE HOLDERS OF ALLOWED CLAIMS, THE
CROSSCOUNTRY COMMON STOCK MAY FIRST BE ISSUED TO THE CROSSCOUNTRY TRUST WITH THE
CROSSCOUNTRY TRUST INTERESTS BEING ALLOCATED TO THE APPROPRIATE HOLDERS OF
ALLOWED CLAIMS AND THE RESERVE FOR DISPUTED CLAIMS. The CrossCountry Trust
Interests will be uncertificated and non-transferable, except through the laws
of descent or distribution. Unless CrossCountry has been sold or is the subject
of a purchase agreement, when there are sufficient Allowed General Unsecured
Claims to permit distribution of 30% of the CrossCountry Common Stock to holders
of Allowed Claims, the stock will be released from the CrossCountry Trust to
holders of Allowed Claims, with the remainder to be held in reserve for Disputed
Claims. The issuance of the CrossCountry Common Stock to the CrossCountry Trust
is an option available to the Debtors and the Creditors' Committee, which
option, in their sole discretion, may or may not be utilized.
(iv) FOR A MORE DETAILED DESCRIPTION OF THE
RESTRICTIONS ON THE TRANSFER OF THE CROSSCOUNTRY COMMON STOCK, REFER TO SECTION
XIII., "SECURITIES LAWS MATTERS" AND SECTION XIV., "RISK FACTORS AND OTHER
FACTORS TO BE CONSIDERED". For more information regarding CrossCountry, refer to
Section IX., "CrossCountry Energy Corp."
d. PRISMA COMMON STOCK
19
(i) PRISMA IS A CAYMAN ISLANDS ENTITY FORMED
INITIALLY AS A HOLDING COMPANY PENDING THE TRANSFER OF CERTAIN INTERNATIONAL
ENERGY INFRASTRUCTURE BUSINESSES THAT ARE INDIRECTLY OWNED BY ENE AND CERTAIN OF
ITS AFFILIATES. If all businesses that currently are designated to be
transferred to Prisma are successfully transferred, Prisma will engage in the
generation and distribution of electricity, the transmission and distribution of
natural gas and LPG, and the processing of NGLs, and will have assets in 14
countries.
(ii) UNLESS PRISMA HAS BEEN SOLD OR IS THE
SUBJECT OF A PURCHASE AGREEMENT, WHEN THERE ARE SUFFICIENT ALLOWED GENERAL
UNSECURED CLAIMS TO PERMIT DISTRIBUTION OF 30% OF THE PRISMA COMMON STOCK TO
HOLDERS OF ALLOWED GENERAL UNSECURED CLAIMS, ENE WILL CAUSE PRISMA TO DISTRIBUTE
ITS COMMON STOCK TO HOLDERS OF ALLOWED GENERAL UNSECURED CLAIMS, ALLOWED
GUARANTY CLAIMS, AND ALLOWED INTERCOMPANY CLAIMS. Upon issuance, the Prisma
Common Stock will be freely transferable by its recipients that are not
"underwriters" under section 1145 of the Bankruptcy Code. Prisma may list the
Prisma Common Stock on a national exchange or NASDAQ, but there can be no
assurances that it will do so. In the event that Prisma is sold prior to
distribution of the Prisma Common Stock, the net proceeds will be distributed to
Creditors as Creditor Cash in lieu of Prisma Common Stock.
(iii) UPON THE JOINT DETERMINATION OF THE DEBTORS
AND THE CREDITORS' COMMITTEE, BEFORE THE PRISMA COMMON STOCK IS RELEASED TO THE
HOLDERS OF ALLOWED CLAIMS, THE PRISMA COMMON STOCK MAY FIRST BE ISSUED TO THE
PRISMA TRUST WITH THE PRISMA TRUST INTERESTS BEING ALLOCATED TO THE APPROPRIATE
HOLDERS OF ALLOWED CLAIMS AND THE RESERVE FOR DISPUTED CLAIMS. The Prisma Trust
Interests will be uncertificated and non-transferable, except through the laws
of descent or distribution. Unless Prisma has been sold or is the subject of a
purchase agreement, when there are sufficient Allowed General Unsecured Claims,
Allowed Guaranty Claims, and Allowed Intercompany Claims to permit distribution
of 30% of the Prisma Common Stock to holders of Allowed Claims, the stock will
be released from the Prisma Trust to holders of Allowed Claims, with the
remainder to be held in reserve for Disputed Claims. The issuance of the Prisma
Common Stock to the Prisma Trust is an option available to the Debtors and the
Creditors' Committee, which option, in their sole discretion, may or may not be
utilized.
(iv) FOR A MORE DETAILED DESCRIPTION OF THE
RESTRICTIONS ON THE TRANSFER OF THE PRISMA COMMON STOCK, REFER TO SECTION XIII.,
"SECURITIES LAWS MATTERS" AND SECTION XIV., "RISK FACTORS AND OTHER FACTORS TO
BE CONSIDERED". For more information regarding Prisma, refer to Section X.,
"Prisma Energy International Inc."
e. INTERESTS IN LITIGATION TRUST AND SPECIAL LITIGATION
TRUST. Except for claims arising from certain specified commercial disputes
(such as claims against counterparties arising from commodities trading
contracts) that are readily attributable to one or more specific Debtors and any
avoidance actions, the Plan provides for holders of Allowed General Unsecured
Claims (except the holders of Allowed General Unsecured Claims against the
Portland Debtors) to share the proceeds, if any, from numerous potential causes
of action. These causes of action shall be deemed transferred to such Creditors
on account of their Allowed Claims, and such Creditors will then be deemed to
have contributed such causes of actions to either the Litigation Trust or the
Special Litigation Trust in exchange for beneficial interests in such trusts.
Pursuant to the Plan, upon the Effective Date, the Debtors will distribute
Litigation Trust Interests and the
20
Special Litigation Trust Interests to holders of Allowed General Unsecured
Claims in Classes 3 through 180. At this time, the Debtors are unable to prepare
a valuation of the causes of action to be transferred to and prosecuted by the
Litigation Trust and the Special Litigation Trust. Under the circumstances, any
such valuation would be highly speculative and unreliable. Nonetheless, as set
forth in Section XI.A.5., "Valuation of Assets" and Section XI.B.5., "Valuation
of Assets" following the Effective Date, the Litigation Trust Board and the
Special Litigation Trust Board are required to undertake a valuation of their
respective assets. Refer to Section XI., "The Litigation Trust and Special
Litigation Trust" for additional information regarding these trusts, valuations
and reporting for federal income tax purposes. The Plan contemplates that income
or gain, if any, generated from the prosecution or settlement of causes of
action by the Litigation Trust and Special Litigation Trust will not be taxable
at the trust level, but will flow through to the holders of Litigation Trust
Interests and the Special Litigation Trust Interests. In addition, the Plan
contemplates that Litigation Trust Interests and Special Litigation Trust
Interests will be freely transferable by its recipients that are not
"underwriters" under section 1145 of the Bankruptcy Code. For a more detailed
description of the restrictions on the transfer of the Litigation Trust
Interests and Special Litigation Trust Interests, refer to Section XIII.,
"Securities Laws Matters" and Section XIV., "Risk Factors and Other Factors to
be Considered". However, it is anticipated that the Litigation Trust Interests
and Special Litigation Trust Interests will not be listed on a national
securities exchange or a NASDAQ market and a market for such interests may not
develop. Refer to Section XIV.E.6., "Lack of Trading Market" for further
information. No assurance can be given that any income or gain will be generated
by the Litigation Trust or the Special Litigation Trust, or that any of the
intended tax or transferability features of the Litigation Trust and Special
Litigation Trust will ultimately be achieved.
f. CONVENIENCE CLASS CLAIMS. Creditors holding Allowed
General Unsecured Claims may elect to have such Claims treated as an Allowed
Convenience Claims by checking the appropriate box on their Ballot. Allowed
Convenience Claims shall receive Cash in an amount equal to the applicable
Convenience Claim Distribution Percentage of such Allowed Convenience Claim.
Refer to Section VI.F.4., "Allowed Claims of Fifty Thousand Dollars or
More/Election to be Treated as a Convenience Claim" and Appendix P: "Components
of Distributions Under the Plan" for further information regarding the treatment
of Allowed Convenience Claims.
g. PREFERRED AND COMMON EQUITY TRUSTS. Upon the
Effective Date, Holders of Allowed Enron Preferred Equity Interests and Allowed
Enron Common Equity Interests will receive in exchange for such interests
Preferred Equity Trust Interests and Common Equity Trust Interests,
respectively. The Preferred Equity Trust and Common Equity Trust will hold the
Exchanged Enron Preferred Stock and Exchanged Enron Common Stock, respectively.
Holders of the Preferred Equity Trust Interests and Common Equity Trust
Interests will have the contingent right to receive cash distributions in the
very unlikely event that the value of the Debtors' assets exceeds the Allowed
Claims, but in no event will the Exchanged Enron Preferred Stock and Exchanged
Enron Common Stock be distributed to such holders. The Preferred Equity Trust
Interests and Common Equity Trust Interests will be uncertificated and
non-transferable, except through the laws of descent or distribution.
6. EFFECTIVENESS OF THE PLAN
21
The Plan will become effective upon the satisfaction of the
following conditions: (i) the entry of the Confirmation Order and the lapse of
10 days without a stay thereof, (ii) all actions and documents necessary to
implement the Plan have been effected or executed, (iii) the requisite consents
to the transfer of the Prisma Assets and the issuance of the Prisma Common Stock
have been obtained, (iv) the requisite consents to the issuance of the
CrossCountry Common Stock have been obtained, and (v) the requisite consents for
the issuance of the PGE Common Stock have been obtained.
To the extent practicable or legally permissible, each of the
conditions precedent in Section 37.1 of the Plan, may be waived, in whole or in
part, by the Debtors with the consent of the Creditors' Committee. Any such
waiver of a condition precedent may be effected at any time by filing a notice
thereof with the Bankruptcy Court.
7. ALTERNATIVE STRUCTURES
Notwithstanding anything contained in the Plan to the
contrary, the Debtors, if jointly determined after consultation with the
Creditors' Committee, may, after obtaining the requisite approvals, including,
without limitation, in the event the substance of the economic and governance
provisions contained in the Plan are materially adversely affected, the approval
of the ENA Examiner as Plan facilitator, (a) form one (1) or more holding
companies to hold the common stock of the Entities to be created under the Plan
and issue the common equity interest therein in lieu of the common stock to be
issued under the Plan and (b) form one (1) or more limited liability companies
in lieu of the Entities to be created hereunder and issue the membership
interests therein in lieu of the common stock to be issued under the Plan.
C. DISTRIBUTIONS, CLASSIFICATION AND TREATMENT UNDER THE PLAN
1. PRIORITY OF DISTRIBUTIONS
The graph below illustrates the descending order of priority
of the distributions to be made under the Plan. In accordance with the
Bankruptcy Code, distributions are made based on this order of priority such
that, absent consent, holders of Allowed Claims or Equity Interests in a given
Class must be paid in full before a distribution is made to a more junior Class.
It should be noted that the Enron Companies continue to believe that existing
ENE common stock and preferred stock has no value. However, the Plan provides
ENE stockholders with a contingent right to receive a recovery in the very
unlikely event that the total amount of ENE's assets exceeds the total amount of
Allowed Claims against ENE. No distributions will be made to holders of equity
interests unless and until all unsecured claims are fully satisfied. The
following graph is provided for illustrative purposes only.
<Table>
Secured Claims
Priority Claims
Unsecured and Convenience Claims
Section 510 Senior Note Claims and Enron Subordinated Debenture Claims
Penalty Claims and other Subordinated Claims
Section 510 Enron Preferred Equity Interest Claims
Enron Preferred Equity Interests
Section 510 Enron Common Equity Interests and Enron Common Equity Interests
</Table>
22
In addition to the distributions on prepetition Claims
described above, the Plan provides for payment of Allowed Administrative Expense
Claims in full. The Plan further provides that Administrative Expense Claims may
be fixed either before or after the Effective Date.
2. SUMMARY OF CLASSIFICATION AND TREATMENT
The table below summarizes the classification, treatment of,
and estimated recoveries on Allowed Claims and Equity Interests under the Plan.
Further, the table identifies those Classes entitled to vote on the Plan based
on the rules set forth in the Bankruptcy Code. The summary information reflected
in the table is qualified in its entirety by reference to the full text of the
Plan. Refer to Section VI., "Summary of Debtors' Chapter 11 Plan", Section XIX.,
"Confirmation Of The Plan", Exhibit 1: "Chapter 11 Plan", and Appendix C:
"Estimated Assets, Claims and Distributions" for additional information
regarding the Plan and distributions thereunder. The estimates set forth below
are very preliminary and are generally based upon information available to the
Debtors as of September 30, 2003, but, in certain circumstances, have been
updated to reflect subsequent material events. As the preliminary value of
assets and amount of claims used to calculate the estimated recoveries may be
significantly different than those ultimately realized, the actual distributions
under the Plan may be substantially higher or lower than the estimated
recoveries set forth below.(10) Refer to Section XIV., "Risk Factors and Other
Factors to be Considered" for additional information.
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
N/A Administrative Payment in full, in Cash, or in accordance 100% Unimpaired;
Expense Claims with the terms and conditions of Not entitled
transactions or agreements relating to to vote
obligations incurred in the ordinary
course of business during the pendency of
the Chapter 11 Cases or assumed by the
Debtors in Possession.
N/A Priority Tax Claims At the option of the Debtors either (a) 100% Unimpaired;
paid in full, in Cash, (b) paid over a Not entitled
six-year period from the date of to vote
assessment as provided in section
1129(a)(9)(C) of the Bankruptcy Code with
interest at a
- --------------------
(10) The estimated recoveries set forth below represent the estimated
recovery of each Class under the Plan. Consequently, to the extent that a
Creditor is entitled to satisfy all or a portion of such Creditor's Claim
through setoff, offset or recoupment, such Creditor's recovery may be higher
than reflected herein. In addition, for all Debtors other than the Portland
Debtors, the estimated recoveries were based on application of the global
compromise.
23
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
rate to be determined by the Bankruptcy
Court, or (c) upon such terms as mutually
agreed by the holder of an Allowed Priority
Tax Claim and the Debtors.
1 Priority Non-Tax Payment in full, in Cash. 100% Unimpaired;
Claims Not entitled
to vote
2 Secured Claims At the option of the Debtors either (a) 100% Unimpaired;
the payment of such holder's Allowed Not entitled
Secured Claim in full, in Cash; (b) the to vote
sale or disposition proceeds of the
property securing any Allowed Secured
Claim to the extent of the value of their
respective interests in such property; (c)
the surrender to the holder or holders of
any Allowed Secured Claim of the property
securing such Claim; or (d) such other
distributions as shall be necessary to
satisfy the requirements of chapter 11 of
the Bankruptcy Code.
3 General Unsecured Distributions of (a) Pro Rata Share of the 30.8% Impaired;
Claims Against EMCC Distributive Assets attributable to EMCC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
4 General Unsecured Distributions of (a) Pro Rata Share of the 17.2% Impaired;
Claims Against ENE(11) Distributive Assets attributable to ENE Entitled to
and (b) Pro Rata Share of (i) twelve vote
million
- ----------------------
(11) On October 2, 2003, the Baupost Group L.L.C. and Racepoint Partners,
L.P. filed a motion pursuant to Bankruptcy Rule 3013 seeking determination of
the proper classification of certain Claims against ENE. Specifically, Baupost
and Racepoint argue that General Unsecured Claims against ENE, currently
classified in Class 4 under the Plan, should be separated into two classes of
Claims: (i) General Unsecured Claims against ENE
24
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
(12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
5 General Unsecured Distributions of (a) Pro Rata Share of the 19.8% Impaired;
Claims Against ENA Distributive Assets attributable to ENA Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
6 General Unsecured Distributions of (a) Pro Rata Share of the 22.6% Impaired;
Claims Against EPMI Distributive Assets attributable to EPMI Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
7 General Unsecured Distributions of (a) Pro Rata Share of the 75.6% Impaired;
Claims Against PBOG Distributive Assets attributable to PBOG Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
8 General Unsecured Distributions of (a) Pro Rata Share of the 13.3% Impaired;
Claims Against SSLC Distributive Assets attributable to SSLC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation
- ---------------------
that constitute "Senior Indebtedness" under the Enron Subordinated Debentures
and (ii) General Unsecured Claims against ENE that are not classified as "Senior
Indebtedness" under the Enron Subordinated Debentures. The Debtors have objected
to this motion. A hearing is scheduled for November 13, 2003.
25
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
Trust Interests.
9 General Unsecured Distributions of (a) Pro Rata Share of the 12.1% Impaired;
Claims Against EBS Distributive Assets attributable to EBS Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
10 General Unsecured Distributions of (a) Pro Rata Share of the 16.1% Impaired;
Claims Against EESO Distributive Assets attributable to EESO Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
11 General unsecured Distributions of (a) Pro Rata Share of the 24.0% Impaired;
Claims Against EEMC Distributive Assets attributable to EEMC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
12 General Unsecured Distributions of (a) Pro Rata Share of the 19.6% Impaired;
Claims Against EESI Distributive Assets attributable to EESI Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
13 General Unsecured Distributions of (a) Pro Rata Share of the 22.6% Impaired;
Claims Against EES Distributive Assets attributable to EES Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation
26
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
Trust Interests.
14 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against ETS Distributive Assets attributable to ETS Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
15 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against BAM Distributive Assets attributable to BAM Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
16 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against ENA Distributive Assets attributable to ENA Entitled to
Asset Holdings Asset Holdings and (b) Pro Rata Share of vote
(i) twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
17 General Unsecured Distributions of (a) Pro Rata Share of the 11.2% Impaired;
Claims Against EGLI Distributive Assets attributable to EGLI Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
18 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against EGM Distributive Assets attributable to EGM Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation
27
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
Trust Interests.
19 General Unsecured Distributions of (a) Pro Rata Share of the 14.9% Impaired;
Claims Against ENW Distributive Assets attributable to ENW Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
20 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against EIM Distributive Assets attributable to EIM Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
21 General Unsecured Distributions of (a) Pro Rata Share of the 15.0% Impaired;
Claims Against OEC Distributive Assets attributable to OEC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
22 General Unsecured Distributions of (a) Pro Rata Share of the 17.1% Impaired;
Claims Against EECC Distributive Assets attributable to EECC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
23 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against EEOSC Distributive Assets attributable to EEOSC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation
28
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
Trust Interests.
24 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Distributive Assets attributable to Garden Entitled to
Garden State State and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
25 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Palm Distributive Assets attributable to Palm Entitled to
Beach Beach and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
26 General Unsecured Distributions of (a) Pro Rata Share of the 15.8% Impaired;
Claims Against TSI Distributive Assets attributable to TSI Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
27 General Unsecured Distributions of (a) Pro Rata Share of the 17.7% Impaired;
Claims Against EEIS Distributive Assets attributable to EEIS Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
28 General Unsecured Distributions of (a) Pro Rata Share of the 47.1% Impaired;
Claims Against Distributive Assets attributable to EESOMI Entitled to
EESOMI and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation
29
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
Trust Interests.
29 General Unsecured Distributions of (a) Pro Rata Share of the 11.8% Impaired;
Claims Against EFSI Distributive Assets attributable to EFSI Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
30 General Unsecured Distributions of (a) Pro Rata Share of the 21.3% Impaired;
Claims Against EFM Distributive Assets attributable to EFM Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
31 General Unsecured Distributions of (a) Pro Rata Share of the 8.9% Impaired;
Claims Against EBS Distributive Assets attributable to EBS LP Entitled to
LP and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
32 General Unsecured Distributions of (a) Pro Rata Share of the 12.5% Impaired;
Claims Against EESNA Distributive Assets attributable to EESNA Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
33 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against LNG Distributive Assets attributable to LNG Entitled to
Marketing Marketing and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special
30
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
Litigation Trust Interests.
34 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against Distributive Assets attributable to Entitled to
Calypso Calypso and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
35 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against Distributive Assets attributable to Global Entitled to
Global LNG LNG and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
36 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against EIFM Distributive Assets attributable to EIFM Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
37 General Unsecured Distributions of (a) Pro Rata Share of the 23.6% Impaired;
Claims Against ENGMC Distributive Assets attributable to ENGMC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
38 General Unsecured Distributions of (a) Pro Rata Share of the 5.8% Impaired;
Claims Against ENA Distributive Assets attributable to ENA Entitled to
Upstream Upstream and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special
31
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
Litigation Trust Interests.
39 General Unsecured Distributions of (a) Pro Rata Share of the 10.1% Impaired;
Claims Against ELFI Distributive Assets attributable to ELFI Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
40 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against LNG Distributive Assets attributable to LNG Entitled to
Shipping Shipping and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
41 General Unsecured Distributions of (a) Pro Rata Share of the 7.6% Impaired;
Claims Against EPSC Distributive Assets attributable to EPSC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
42 General Unsecured Distributions of (a) Pro Rata Share of the 25.6% Impaired;
Claims Against Distributive Assets attributable to ECTRIC Entitled to
ECTRIC and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
43 General Unsecured Distributions of (a) Pro Rata Share of the 19.2% Impaired;
Claims Against Distributive Assets attributable to Entitled to
Communications Communications Leasing and (b) Pro Rata vote
Leasing Share of (i) twelve million (12,000,000)
Litigation Trust Interests and (ii) twelve
million (12,000,000) Special
32
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
Litigation Trust Interests.
44 General Unsecured Distributions of (a) Pro Rata Share of the 40.9% Impaired;
Claims Against Wind Distributive Assets attributable to Wind Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
45 General Unsecured Distributions of (a) Pro Rata Share of the 45.5% Impaired;
Claims Against Wind Distributive Assets attributable to Wind Entitled to
Systems Systems and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
46 General Unsecured Distributions of (a) Pro Rata Share of the 62.1% Impaired;
Claims Against EWESC Distributive Assets attributable to EWESC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
47 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Wind Distributive Assets attributable to Wind Entitled to
Maintenance Maintenance and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
48 General Unsecured Distributions of (a) Pro Rata Share of the 34.8% Impaired;
Claims Against Wind Distributive Assets attributable to Wind Entitled to
Constructors Constructors and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special
33
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
Litigation Trust Interests.
49 General Unsecured Distributions of (a) Pro Rata Share of the 45.5% Impaired;
Claims Against EREC Distributive Assets attributable to EREC I Entitled to
I and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
50 General Unsecured Distributions of (a) Pro Rata Share of the 34.8% Impaired;
Claims Against EREC Distributive Assets attributable to EREC Entitled to
II II and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
51 General Unsecured Distributions of (a) Pro Rata Share of the 62.1% Impaired;
Claims Against EREC Distributive Assets attributable to EREC Entitled to
III III and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
52 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against EREC Distributive Assets attributable to EREC Entitled to
IV IV and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
53 General Unsecured Distributions of (a) Pro Rata Share of the 40.9% Impaired;
Claims Against EREC Distributive Assets attributable to EREC V Entitled to
V and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation
34
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
Trust Interests.
54 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Distributive Assets attributable to Entitled to
Intratex Intratex and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
55 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against EPPI Distributive Assets attributable to EPPI Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
56 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Distributive Assets attributable to Entitled to
Methanol Methanol and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
57 General Unsecured Distributions of (a) Pro Rata Share of the 14.7% Impaired;
Claims Against Distributive Assets attributable to Entitled to
Ventures Ventures and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
58 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Distributive Assets attributable to Enron Entitled to
Enron Mauritius Mauritius and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special
35
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
Litigation Trust Interests.
59 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Distributive Assets attributable to India Entitled to
India Holdings Holdings and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
60 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against OPP Distributive Assets attributable to OPP Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
61 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against NETCO Distributive Assets attributable to NETCO Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
62 General Unsecured Distributions of (a) Pro Rata Share of the 40.8% Impaired;
Claims Against EESSH Distributive Assets attributable to EESSH Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
36
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
63 General Unsecured Distributions of (a) Pro Rata Share of the 75.3% Impaired;
Claims Against Wind Distributive Assets attributable to Wind Entitled to
Development Development and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
64 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against ZWHC Distributive Assets attributable to ZWHC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
65 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Zond Distributive Assets attributable to Zond Entitled to
Pacific Pacific and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
66 General Unsecured Distributions of (a) Pro Rata Share of the 22.8% Impaired;
Claims Against ERAC Distributive Assets attributable to ERAC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
67 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against NEPCO Distributive Assets attributable to NEPCO Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
37
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
68 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against EPICC Distributive Assets attributable to EPICC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
69 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Distributive Assets attributable to NEPCO Entitled to
NEPCO Power Power Procurement and (b) Pro Rata Share vote
Procurement of (i) twelve million (12,000,000)
Litigation Trust Interests and (ii) twelve
million (12,000,000) Special Litigation
Trust Interests.
70 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Distributive Assets attributable to NEPCO Entitled to
NEPCO Services Services International and (b) Pro Rata vote
International Share of (i) twelve million (12,000,000)
Litigation Trust Interests and (ii) twelve
million (12,000,000) Special Litigation
Trust Interests.
71 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against San Distributive Assets attributable to San Entitled to
Juan Gas Juan Gas and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
72 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against EBF Distributive Assets attributable to EBF Entitled to
LLC LLC and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
38
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
(12,000,000) Special Litigation Trust
Interests.
73 General Unsecured Distributions of (a) Pro Rata Share of the 7.3% Impaired;
Claims Against Zond Distributive Assets attributable to Zond Entitled to
Minnesota Minnesota and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
74 General Unsecured Distributions of (a) Pro Rata Share of the 20.5% Impaired;
Claims Against EFII Distributive Assets attributable to EFII Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
75 General Unsecured Distributions of (a) Pro Rata Share of the 46.4% Impaired;
Claims Against E Distributive Assets attributable to E Entitled to
Power Holdings Power Holdings and (b) Pro Rata Share of vote
(i) twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
76 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Distributive Assets attributable to Entitled to
EFS-CMS EFS-CMS and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
77 General Unsecured Distributions of (a) Pro Rata Share of the 11.6% Impaired;
Claims Against EMI Distributive Assets attributable to EMI Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
39
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
(12,000,000) Special Litigation Trust
Interests.
78 General Unsecured Distributions of (a) Pro Rata Share of the 23.6% Impaired;
Claims Against Distributive Assets attributable to Expat Entitled to
Expat Services Services and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
79 General Unsecured Distributions of (a) Pro Rata Share of the 17.7% Impaired;
Claims Against Distributive Assets attributable to Entitled to
Artemis Artemis and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
80 General Unsecured Distributions of (a) Pro Rata Share of the 20.7% Impaired;
Claims Against CEMS Distributive Assets attributable to CEMS Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
81 General Unsecured Distributions of (a) Pro Rata Share of the 11.0% Impaired;
Claims Against Distributive Assets attributable to Entitled to
LINGTEC LINGTEC and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
82 General Unsecured Distributions of (a) Pro Rata Share of the 7.0% Impaired;
Claims Against Distributive Assets attributable to EGSNVC Entitled to
EGSNVC and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
40
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
(12,000,000) Special Litigation Trust
Interests.
83 General Unsecured Distributions of (a) Pro Rata Share of the 8.7% Impaired;
Claims Against LGMC Distributive Assets attributable to LGMC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
84 General Unsecured Distributions of (a) Pro Rata Share of the 15.9% Impaired;
Claims Against LRC Distributive Assets attributable to LRC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
85 General Unsecured Distributions of (a) Pro Rata Share of the 13.5% Impaired;
Claims Against LGMI Distributive Assets attributable to LGMI Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
86 General Unsecured Distributions of (a) Pro Rata Share of the 15.2% Impaired;
Claims Against LRCI Distributive Assets attributable to LRCI Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
87 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against ECG Distributive Assets attributable to ECG Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
41
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
(12,000,000) Special Litigation Trust
Interests.
88 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against Distributive Assets attributable to EnRock Entitled to
EnRock Management Management and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
89 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against ECI Distributive Assets attributable to ECI Entitled to
Texas Texas and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
90 General Unsecured Distributions of (a) Pro Rata Share of the 44.4% Impaired;
Claims Against Distributive Assets attributable to EnRock Entitled to
EnRock and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
91 General Unsecured Distributions of (a) Pro Rata Share of the 23.6% Impaired;
Claims Against ECI Distributive Assets attributable to ECI Entitled to
Nevada Nevada and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
92 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Distributive Assets attributable to Entitled to
Alligator Alley Alligator Alley and (b) Pro Rata Share of vote
(i) twelve million (12,000,000) Litigation
42
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
93 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Distributive Assets attributable to Enron Entitled to
Enron Wind Storm Wind Storm Lake I and (b) Pro Rata Share vote
Lake I I of (i) twelve million (12,000,000)
Litigation Trust Interests and (ii) twelve
million (12,000,000) Special Litigation
Trust Interests.
94 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against ECTMI Distributive Assets attributable to ECTMI Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
95 General Unsecured Distributions of (a) Pro Rata Share of the 16.5% Impaired;
Claims Against Distributive Assets attributable to Entitled to
EnronOnline, LLC EnronOnline, LLC and (b) Pro Rata Share of vote
(i) twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
96 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against St. Distributive Assets attributable to St. Entitled to
Charles Development Charles Development and (b) Pro Rata Share vote
of (i) twelve million (12,000,000)
Litigation Trust Interests and (ii) twelve
million (12,000,000) Special Litigation
Trust Interests.
97 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Distributive Assets attributable to Entitled to
Calcasieu Calcasieu and (b) Pro Rata Share of (i) vote
twelve million
43
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
(12,000,000) Litigation Trust Interests and
(ii) twelve million (12,000,000) Special
Litigation Trust Interests.
98 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Distributive Assets attributable to Entitled to
Calvert City Power Calvert City Power and (b) Pro Rata Share vote
of (i) twelve million (12,000,000)
Litigation Trust Interests and (ii) twelve
million (12,000,000) Special Litigation
Trust Interests.
99 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Distributive Assets attributable to Enron Entitled to
Enron ACS ACS and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
100 General Unsecured Distributions of (a) Pro Rata Share of the 39.8% Impaired;
Claims Against LOA Distributive Assets attributable to LOA Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
101 General Unsecured Distributions of (a) Pro Rata Share of the 6.9% Impaired;
Claims Against ENIL Distributive Assets attributable to ENIL Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
102 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against EI Distributive Assets attributable to EI and Entitled to
(b) Pro Rata Share of (i) twelve million vote
44
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
(12,000,000) Litigation Trust Interests
and (ii) twelve million (12,000,000)
Special Litigation Trust Interests.
103 General Unsecured Distributions of (a) Pro Rata Share of the 11.8% Impaired;
Claims Against EINT Distributive Assets attributable to EINT Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
104 General Unsecured Distributions of (a) Pro Rata Share of the 7.5% Impaired;
Claims Against EMDE Distributive Assets attributable to EMDE Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
105 Unsecured Claims Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Against WarpSpeed Distributive Assets attributable to Entitled to
WarpSpeed and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
106 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against Distributive Assets attributable to Entitled to
Modulus Modulus and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
107 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against ETI Distributive Assets attributable to ETI Entitled to
and (b) Pro Rata Share of (i) twelve vote
million
45
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------------------- -------------------------------------------- --------- -----------
ETI (12,000,000) Litigation Trust Interests and
(ii) twelve million (12,000,000) Special
Litigation Trust Interests.
108 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against DSG Distributive Assets attributable to DSG Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
109 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against RMTC Distributive Assets attributable to RMTC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
110 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Distributive Assets attributable to Entitled to
Omicron Omicron and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
111 General Unsecured Distributions of (a) Pro Rata Share of the 54.9% Impaired;
Claims Against EFS I Distributive Assets attributable to EFS I Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
112 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against EFS Distributive Assets attributable to EFS II Entitled to
II and (b) Pro Rata Share of (i) twelve vote
million
46
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------------------- -------------------------------------------- --------- -----------
(12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
113 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against EFS Distributive Assets attributable to EFS Entitled to
III III and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
114 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against EFS V Distributive Assets attributable to EFS V Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
115 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against EFS Distributive Assets attributable to EFS VI Entitled to
VI and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
116 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against EFS Distributive Assets attributable to EFS Entitled to
VII VII and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
117 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against EFS Distributive Assets attributable to EFS IX Entitled to
IX and (b) Pro Rata Share of (i) twelve vote
million
47
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------------------- -------------------------------------------- --------- -----------
(12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
118 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against EFS X Distributive Assets attributable to EFS X Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
119 General Unsecured Distributions of (a) Pro Rata Share of the 5.9% Impaired;
Claims Against EFS Distributive Assets attributable to EFS XI Entitled to
XI and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
120 General Unsecured Distributions of (a) Pro Rata Share of the 9.4% Impaired;
Claims Against EFS Distributive Assets attributable to EFS Entitled to
XII XII and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
121 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against EFS Distributive Assets attributable to EFS XV Entitled to
XV and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
122 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against EFS Distributive Assets attributable to EFS Entitled to
XVII XVII and (b) Pro Rata Share of (i) twelve vote
million
48
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------------------- -------------------------------------------- --------- -----------
(12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
123 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Distributive Assets attributable to Entitled to
Jovinole Jovinole and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
124 General Unsecured Distributions of (a) Pro Rata Share of the 18.5% Impaired;
Claims Against EFS Distributive Assets attributable to EFS Entitled to
Holdings Holdings and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
125 General Unsecured Distributions of (a) Pro Rata Share of the 21.7% Impaired;
Claims Against EOS Distributive Assets attributable to EOS Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
126 General Unsecured Distributions of (a) Pro Rata Share of the 48.4% Impaired;
Claims Against Distributive Assets attributable to Green Entitled to
Green Power Power and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
127 General Unsecured Distributions of (a) Pro Rata Share of the 24.3% Impaired;
Claims Against TLS Distributive Assets attributable to TLS Entitled to
and (b) Pro Rata Share of (i) twelve vote
million
49
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------------------- -------------------------------------------- --------- -----------
(12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
128 General Unsecured Distributions of (a) Pro Rata Share of the 9.6% Impaired;
Claims Against ECT Distributive Assets attributable to ECT Entitled to
Securities Limited Securities Limited Partnership and (b) Pro vote
Partnership Rata Share of (i) twelve million
(12,000,000) Litigation Trust Interests
and (ii) twelve million (12,000,000)
Special Litigation Trust Interests.
129 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against ECT Distributive Assets attributable to ECT Entitled to
Securities LP Securities LP and (b) Pro Rata Share of vote
(i) twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
130 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against ECT Distributive Assets attributable to ECT Entitled to
Securities GP Securities GP and (b) Pro Rata Share of vote
(i) twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
131 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against KUCC Distributive Assets attributable to KUCC Entitled to
Cleburne Cleburne and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
132 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against Distributive Assets attributable to EIAM Entitled to
and (b) Pro vote
50
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------------------- -------------------------------------------- --------- -----------
EIAM Rata Share of (i) twelve
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
133 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Distributive Assets attributable to EBPHXI Entitled to
EBPHXI and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
134 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against EHC Distributive Assets attributable to EHC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
135 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against EDM Distributive Assets attributable to EDM Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
136 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against EIKH Distributive Assets attributable to EIKH Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
137 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Distributive Assets attributable to ECHVI Entitled to
and (b) Pro
51
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------------------- -------------------------------------------- --------- -----------
ECHVI Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
138 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against EIAC Distributive Assets attributable to EIAC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
139 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Distributive Assets attributable to EBPIXI Entitled to
EBPIXI and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
140 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Distributive Assets attributable to Entitled to
Paulista Paulista and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
141 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against EPCSC Distributive Assets attributable to EPCSC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
142 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Distributive Assets attributable to Entitled to
Pipeline Services and vote
52
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------------------- -------------------------------------------- --------- -----------
Pipeline Services (b) Pro Rata Share of (i) twelve million
Litigation (12,000,000) Trust Interests and
(ii) twelve million (12,000,000) Special
Litigation Trust Interests.
143 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against ETPC Distributive Assets attributable to ETPC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
144 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against ELSC Distributive Assets attributable to ELSC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
145 General Unsecured Distributions of (a) Pro Rata Share of the 8.1% Impaired;
Claims Against EMMS Distributive Assets attributable to EMMS Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
146 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against ECFL Distributive Assets attributable to ECFL Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
147 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against Distributive Assets attributable to EPGI Entitled to
and (b) Pro vote
53
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------------------- -------------------------------------------- --------- -----------
EPGI Rata Share of (i) twelve
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
148 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against Distributive Assets attributable to Entitled to
Transwestern Transwestern Gathering and (b) Pro Rata vote
Gathering Share of (i) twelve million (12,000,000)
Litigation Trust Interests and (ii) twelve
million (12,000,000) Special Litigation
Trust Interests.
149 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against Distributive Assets attributable to Enron Entitled to
Enron Gathering Gathering and (b) Pro Rata Share of (i) vote
twelve million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
150 General Unsecured Distributions of (a) Pro Rata Share of the 5.8% Impaired;
Claims Against EGP Distributive Assets attributable to EGP Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
151 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against EAMR Distributive Assets attributable to EAMR Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
152 General Unsecured Distributions of (a) Pro Rata Share of the 21.8% Impaired;
Claims Against Distributive Assets attributable to EBP I Entitled to
and (b) Pro vote
54
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------------------- -------------------------------------------- --------- -----------
EBP I Rata Share of (i) twelve
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
153 General Unsecured Distributions of (a) Pro Rata Share of the 11.9% Impaired;
Claims Against EBHL Distributive Assets attributable to EBHL Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
154 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Distributive Assets attributable to Enron Entitled to
Enron Wind Storm Wind Storm Lake II and (b) Pro Rata Share vote
Lake II of (i) twelve million (12,000,000)
Litigation Trust Interests and (ii) twelve
million (12,000,000) Special Litigation
Trust Interests.
155 General Unsecured Distributions of (a) Pro Rata Share of the 9.4% Impaired;
Claims Against EREC Distributive Assets attributable to EREC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
156 General Unsecured Distributions of (a) Pro Rata Share of the 21.0% Impaired;
Claims Against EA Distributive Assets attributable to EA III Entitled to
III and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
157 General Unsecured Distributions of (a) Pro Rata Share of the 27.4% Impaired;
Claims Against Distributive Assets attributable to EWLB Entitled to
and (b) Pro vote
55
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- --------------- -------------------------------------------- --------- -----------
EWLB Rata Share of (i) twelve million Vote
(12,000,000) Litigation Trust Interests and
(ii) twelve million (12,000,000) Special
Litigation Trust Interests.
158 General Unsecured Distributions of (a) Pro Rata Share of the 19.7% Impaired;
Claims Against SCC Distributive Assets attributable to SCC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
159 General Unsecured Distributions of (a) Pro Rata Share of the 27.2% Impaired;
Claims Against EFS Distributive Assets attributable to EFS IV Entitled to
IV and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
160 General Unsecured Distributions of (a) Pro Rata Share of the 42.8% Impaired;
Claims Against EFS Distributive Assets attributable to EFS Entitled to
VIII VIII and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
161 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against EFS Distributive Assets attributable to EFS Entitled to
XIII XIII and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
162 General Unsecured Distributions of (a) Pro Rata Share of the 9.7% Impaired;
Claims Against Distributive Assets attributable to ECI Entitled to
and (b) Pro Rata Vote
56
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
ECI Share of (i) twelve million (12,000,000) Vote
Litigation Trust Interests and (ii) twelve
million (12,000,000) Special Litigation
Trust Interests.
163 General Unsecured Distributions of (a) Pro Rata Share of the 31.2% Impaired;
Claims Against EPC Distributive Assets attributable to EPC Entitled to
and (b) Pro Rata Share of (i) twelve Vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
164 General Unsecured Distributions of (a) Pro Rata Share of the 5.7 Impaired;
Claims Against Distributive Assets attributable to Entitled to
Richmond Power Richmond Power and (b) Pro Rata Share of vote
(i) twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
165 General Unsecured Distributions of (a) Pro Rata Share of the 12.7% Impaired;
Claims Against Distributive Assets attributable to ECTSVC Entitled to
ECTSVC and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
166 General Unsecured Distributions of (a) Pro Rata Share of the 20.1% Impaired;
Claims Against EDF Distributive Assets attributable to EDF Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
167 General Unsecured Distributions of (a) Pro Rata Share of the 13.6% Impaired;
Claims Against Distributive Assets attributable to ACFI Entitled to
and (b) Pro Vote
57
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
ACFI Rata Share of (i) twelve million Vote
(12,000,000) Litigation Trust Interests and
(ii) twelve million (12,000,000) Special
Litigation Trust Interests.
168 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against TPC Distributive Assets attributable to TPC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
169 General Unsecured Distributions of (a) Pro Rata Share of the 33.0% Impaired;
Claims Against Distributive Assets attributable to APACHI Entitled to
APACHI and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
170 General Unsecured Distributions of (a) Pro Rata Share of the 17.6% Impaired;
Claims Against EDC Distributive Assets attributable to EDC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
171 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against ETP Distributive Assets attributable to ETP Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
172 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against Distributive Assets attributable to NSH Entitled to
and (b) Pro Vote
58
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
NSH Rata Share of (i) twelve million Vote
(12,000,000) Litigation Trust Interests and
(ii) twelve million (12,000,000) Special
Litigation Trust Interests.
173 General Unsecured Distributions of (a) Pro Rata Share of the 25.7% Impaired;
Claims Against Distributive Assets attributable to Enron Entitled to
Enron South America South America and (b) Pro Rata Share of vote
(i) twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
174 General Unsecured Distributions of (a) Pro Rata Share of the 56.2% Impaired;
Claims Against EGPP Distributive Assets attributable to EGPP Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
175 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against Distributive Assets attributable to Entitled to
Cabazon Power Cabazon Power and (b) Pro Rata Share of vote
(i) twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
176 General Unsecured Distributions of (a) Pro Rata Share of the 75.7% Impaired;
Claims Against Distributive Assets attributable to Entitled to
Cabazon Holdings Cabazon Holdings and (b) Pro Rata Share of vote
(i) twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
177 General Unsecured Distributions of (a) Pro Rata Share of the 16.4% Impaired;
Claims Against Distributive Assets attributable to Enron Entitled to
Caribbean and Vote
59
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
Enron Caribbean (b) Pro Rata Share of (i) twelve million Vote
(12,000,000) Litigation Trust Interests and
(ii) twelve million (12,000,000) Special
Litigation Trust Interests.
178 General Unsecured Distributions of (a) Pro Rata Share of the 5.7% Impaired;
Claims Against Distributive Assets attributable to Entitled to
Victory Garden Victory Garden and (b) Pro Rata Share of vote
(i) twelve million (12,000,000) Litigation
Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
179 General Unsecured Distributions of (a) Pro Rata Share of the 8.4% Impaired;
Claims Against Distributive Assets attributable to Oswego Entitled to
Oswego Cogen Cogen and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
180 General Unsecured Distributions of (a) Pro Rata Share of the 19.0% Impaired;
Claims Against EEPC Distributive Assets attributable to EEPC Entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests.
181 General Unsecured Distributions of Pro Rata Share of the 54.8% Impaired;
Claims Against PGH Portland Creditor Cash. Entitled to
vote
182 General Unsecured Distributions of Pro Rata Share of the 0.0% Impaired;
Claims Against PTC Portland Creditor Cash. Entitled to
vote
183 Enron Subordinated Distributions of (a) Pro Rata Share of 0.0% Impaired; Not
Distributive Assets attributable entitled
60
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
Debenture Claims to ENE and (b) Pro Rata Share of (i) twelve to Vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests; subject to subordination rights
of holders of Senior Indebtedness under
section 510(a) of the Bankruptcy Code and,
as a result thereof, the aggregate of such
distributions shall be distributed to
holders of Allowed General Unsecured Claims
that constitute Senior Indebtedness.
184 Enron TOPRS Distributions of (a) Pro Rata Share of the 0.0% Impaired; Not
Debenture Claims Distributive Assets attributable to ENE entitled to
and (b) Pro Rata Share of (i) twelve vote
million (12,000,000) Litigation Trust
Interests and (ii) twelve million
(12,000,000) Special Litigation Trust
Interests; subject to subordination rights
of holders of Senior Indebtedness under
section 510(a) of the Bankruptcy Code and,
as a result thereof, the aggregate of such
distributions shall be distributed to
holders of Allowed General Unsecured
Claims that constitute Senior Indebtedness.
185 Enron Guaranty Distributions of Pro Rata Share of the 14.3% Impaired;
Claims Enron Guaranty Distributive Assets. Entitled to
vote
186 Wind Guaranty Claims Distributions of Pro Rata Share of the 38.1% Impaired;
Wind Guaranty Distributive Assets. Entitled to
vote
187 ENA Guaranty Claims Distributions of Pro Rata Share of ENA 17.0% Impaired;
Guaranty Distributive Assets Entitled to
vote
188 ACFI Guaranty Claims Distributions of Pro Rata Share of ACFI 10.7% Impaired;
Guaranty Distributive Assets Entitled to
61
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
Claims ACFI Guaranty Distributive Assets Vote
189 EPC Guaranty Claims Distributions of Pro Rata Share of EPC 28.4% Impaired;
Guaranty Distributive Assets Entitled to
vote
190 Intercompany Claims Distributions of Pro Rata Share of the Variable Impaired Not
Intercompany Distributive Assets. entitled to
vote
191 Convenience Claims Payment in Cash of the amount of the 27.7% Impaired;
Against EMCC Convenience Claim Distribution Percentage Entitled to
against EMCC. vote
192 Convenience Claims Payment in Cash of the amount of the 15.5% Impaired;
Against ENE Convenience Claim Distribution Percentage Entitled to
against ENE. vote
193 Convenience Claims Payment in Cash of the amount of the 17.8% Impaired;
Against ENA Convenience Claim Distribution Percentage Entitled to
against ENA. vote
194 Convenience Claims Payment in Cash of the amount of the 20.4% Impaired;
Against EPMI Convenience Claim Distribution Percentage Entitled to
against EPMI. vote
195 Convenience Claims Payment in Cash of the amount of the 68.0% Impaired;
Against PBOG Convenience Claim Distribution Percentage Entitled to
against PBOG. vote
196 Convenience Claims Payment in Cash of the amount of the 11.9% Impaired;
Against SSLC Convenience Claim Distribution Percentage Entitled to
against SSLC. vote
197 Convenience Claims Payment in Cash of the amount of the 10.9% Impaired;
Against EBS Convenience Claim Distribution Percentage Entitled to
against EBS. vote
198 Convenience Claims Payment in Cash of the amount of the 14.5% Impaired;
Against EESO Convenience Claim Distribution Percentage Entitled to
against EESO. Vote
62
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
199 Convenience Claims Payment in Cash of the amount of the 21.6% Impaired;
Against EEMC Convenience Claim Distribution Percentage Entitled to
against EEMC. vote
200 Convenience Claims Payment in Cash of the amount of the 17.7% Impaired;
Against EESI Convenience Claim Distribution Percentage Entitled to
against EESI. vote
201 Convenience Claims Payment in Cash of the amount of the 20.3% Impaired;
Against EES Convenience Claim Distribution Percentage Entitled to
against EES. vote
202 Convenience Claims Payment in Cash of the amount of the 68.1% Impaired;
Against ETS Convenience Claim Distribution Percentage Entitled to
against ETS. vote
203 Convenience Claims Payment in Cash of the amount of the 5.1% Impaired;
Against BAM Convenience Claim Distribution Percentage Entitled to
against BAM. vote
204 Convenience Claims Payment in Cash of the amount of the 5.1% Impaired;
Against ENA Asset Convenience Claim Distribution Percentage Entitled to
Holdings against ENA Asset Holdings. vote
205 Convenience Claims Payment in Cash of the amount of the 10.1% Impaired;
Against EGLI Convenience Claim Distribution Percentage Entitled to
against EGLI. vote
206 Convenience Claims Payment in Cash of the amount of the 5.1% Impaired;
Against EGM Convenience Claim Distribution Percentage Entitled to
against EGM. vote
207 Convenience Claims Payment in Cash of the amount of the 13.4% Impaired;
Against ENW Convenience Claim Distribution Percentage Entitled to
against ENW. vote
63
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
208 Convenience Claims Payment in Cash of the amount of the 5.1% Impaired;
Against EIM Convenience Claim Distribution Percentage Entitled to
against EIM. vote
209 Convenience Claims Payment in Cash of the amount of the 13.5% Impaired;
Against OEC Convenience Claim Distribution Percentage Entitled to
against OEC. vote
210 Convenience Claims Payment in Cash of the amount of the 15.4% Impaired;
Against EECC Convenience Claim Distribution Percentage Entitled to
against EECC. vote
211 Convenience Claims Payment in Cash of the amount of the 5.1% Impaired;
Against EEOSC Convenience Claim Distribution Percentage Entitled to
against EEOSC. vote
212 Convenience Claims Payment in Cash of the amount of the 5.1% Impaired;
Against Garden State Convenience Claim Distribution Percentage Entitled to
against Garden State. vote
213 Convenience Claims Payment in Cash of the amount of the 5.1% Impaired;
Against Palm Beach Convenience Claim Distribution Percentage Entitled to
against Palm Beach. vote
214 Convenience Claims Payment in Cash of the amount of the 14.2% Impaired;
Against TSI Convenience Claim Distribution Percentage Entitled to
against TSI. vote
215 Convenience Claims Payment in Cash of the amount of the 15.9% Impaired;
Against EEIS Convenience Claim Distribution Percentage Entitled to
against EEIS. vote
216 Convenience Claims Payment in Cash of the amount of the 42.4% Impaired;
Against EESOMI Convenience Claim Distribution Percentage Entitled to
against EESOMI. vote
217 Convenience Claims Payment in Cash of the amount of the 10.6% Impaired;
Against Convenience Claim Entitled to
64
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- --------- ------
EFSI Distribution Percentage against EFSI. vote
218 Convenience Claims Payment in Cash of the amount of the 19.1% Impaired;
Against EFM Convenience Claim Distribution Percentage Entitled to
against EFM. vote
219 Convenience Claims Payment in Cash of the amount of the 8.0% Impaired;
Against EBS LP Convenience Claim Distribution Percentage Entitled to
against EBS LP. vote
220 Convenience Claims Payment in Cash of the amount of the 11.3% Impaired;
Against EESNA Convenience Claim Distribution Percentage Entitled to
against EESNA. vote
221 Convenience Claims Payment in Cash of the amount of the 68.1% Impaired;
Against LNG Convenience Claim Distribution Percentage Entitled to
Marketing against LNG Marketing. vote
222 Convenience Claims Payment in Cash of the amount of the 68.1% Impaired;
Against Calypso Convenience Claim Distribution Percentage Entitled to
against Calypso. vote
223 Convenience Claims Payment in Cash of the amount of the 68.1% Impaired;
Against Global LNG Convenience Claim Distribution Percentage Entitled to
against Global LNG. vote
224 Convenience Claims Payment in Cash of the amount of the 5.1% Impaired;
Against EIFM Convenience Claim Distribution Percentage Entitled to
against EIFM. vote
225 Convenience Claims Payment in Cash of the amount of the 21.3% Impaired;
Against ENGMC Convenience Claim Distribution Percentage Entitled to
against ENGMC. vote
226 Convenience Claims Payment in Cash of the amount of the 5.2% Impaired;
Against ENA Upstream Convenience Claim Distribution Percentage Entitled to
against ENA Upstream. vote
65
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- -------- ------
227 Convenience Claims Against ELFI Payment in Cash of the amount of 9.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
ELFI.
228 Convenience Claims Against LNG Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
Shipping the Convenience Claim
Distribution Percentage against
LNG Shipping.
229 Convenience Claims Against EPSC Payment in Cash of the amount of 6.8% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EPSC.
230 Convenience Claims Against ECTRIC Payment in Cash of the amount of 23.0% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
ECTRIC.
231 Convenience Claims Against Communications Payment in Cash of the amount of 17.3% Impaired; Entitled to vote
Leasing the Convenience Claim
Distribution Percentage against
Communications Leasing.
232 Convenience Claims Against Wind Payment in Cash of the amount of 36.8% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
Wind.
233 Convenience Claims Against Wind Systems Payment in Cash of the amount of 41.0% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
Wind Systems.
234 Convenience Claims Against EWESC Payment in Cash of the amount of 55.9% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EWESC.
235 Convenience Claims Against Wind Maintenance Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
Wind Maintenance.
236 Convenience Claims Against Wind Payment in Cash of the amount of 31.3% Impaired; Entitled to vote
Constructors the Convenience Claim
Distribution Percentage against
Wind Constructors.
66
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- -------- ------
237 Convenience Claims Against EREC I Payment in Cash of the amount of 41.0% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EREC I.
238 Convenience Claims Against EREC II Payment in Cash of the amount of 31.3% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EREC II.
239 Convenience Claims Against EREC III Payment in Cash of the amount of 55.9% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EREC III.
240 Convenience Claims Against EREC IV Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EREC IV.
241 Convenience Claims Against EREC V Payment in Cash of the amount of 36.8% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EREC V.
242 Convenience Claims Against Intratex Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
Intratex.
243 Convenience Claims Against EPPI Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EPPI.
244 Convenience Claims Against Methanol Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
Methanol.
245 Convenience Claims Against Ventures Payment in Cash of the amount of 13.2% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
Ventures.
67
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- -------- ------
246 Convenience Claims Against Enron Mauritius Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
Enron Mauritius.
247 Convenience Claims Against India Holdings Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
India Holdings.
248 Convenience Claims Against OPP Payment in Cash of the amount of 68.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
OPP.
249 Convenience Claims Against NETCO Payment in Cash of the amount of 68.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
NETCO.
250 Convenience Claims Against EESSH Payment in Cash of the amount of 36.8% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EESSH.
251 Convenience Claims Against Wind Payment in Cash of the amount of 67.8% Impaired; Entitled to vote
Development the Convenience Claim
Distribution Percentage against
Wind Development.
252 Convenience Claims Against ZWHC Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
ZWHC.
253 Convenience Claims Against Zond Pacific Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
Zond Pacific.
254 Convenience Claims Against ERAC Payment in Cash of the amount of 20.5% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
ERAC.
255 Convenience Claims Against NEPCO Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
NEPCO.
68
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- -------- ------
256 Convenience Claims Against EPICC Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EPICC.
257 Convenience Claims Against NEPCO Power Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
Procurement the Convenience Claim
Distribution Percentage against
NEPCO Power Procurement.
258 Convenience Claims Against NEPCO Services Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
International the Convenience Claim
Distribution Percentage against
NEPCO Services International.
259 Convenience Claims Against San Juan Gas Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
San Juan Gas.
260 Convenience Claims Against EBF LLC Payment in Cash of the amount of 68.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EBF LLC.
261 Convenience Claims Against Zond Minnesota Payment in Cash of the amount of 6.6% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
Zond Minnesota.
262 Convenience Claims Against EFII Payment in Cash of the amount of 18.5% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EFII.
263 Convenience Claims Against E Power Payment in Cash of the amount of 41.7% Impaired; Entitled to vote
Holdings the Convenience Claim
Distribution Percentage against E
Power Holdings.
264 Convenience Claims Against EFS-CMS Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EFS-CMS.
69
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- -------- ------
265 Convenience Claims Against EMI Payment in Cash of the amount of 10.5% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EMI.
266 Convenience Claims Against Expat Services Payment in Cash of the amount of 21.3% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
Expat Services.
267 Convenience Claims Against Artemis Payment in Cash of the amount of 16.0% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
Artemis.
268 Convenience Claims Against CEMS Payment in Cash of the amount of 18.6% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
CEMS.
269 Convenience Claims Against LINGTEC Payment in Cash of the amount of 9.9% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
LINGTEC.
270 Convenience Claims Against EGSNVC Payment in Cash of the amount of 6.3% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EGSNVC.
271 Convenience Claims Against LGMC Payment in Cash of the amount of 7.9% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
LGMC.
272 Convenience Claims Against LRC Payment in Cash of the amount of 14.4% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
LRC.
273 Convenience Claims Against LGMI Payment in Cash of the amount of 12.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
LGMI.
70
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- -------- ------
274 Convenience Claims Against LRCI Payment in Cash of the amount of 13.7% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
LRCI.
275 Convenience Claims Against ECG Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
ECG.
276 Convenience Claims Against EnRock Payment in Cash of the amount of 68.1% Impaired; Entitled to vote
Management the Convenience Claim
Distribution Percentage against
EnRock Management.
277 Convenience Claims Against ECI Texas Payment in Cash of the amount of 68.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
ECI Texas.
278 Convenience Claims Against EnRock Payment in Cash of the amount of 40.0% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EnRock.
279 Convenience Claims Against ECI Nevada Payment in Cash of the amount of 21.3% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
ECI Nevada.
280 Convenience Claims Against Alligator Alley Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
Alligator Alley.
281 Convenience Claims Against Enron Wind Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
Storm Lake I the Convenience Claim
Distribution Percentage against
Enron Wind Storm Lake I.
282 Convenience Claims Against ECTMI Payment in Cash of the amount of 68.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
ECTMI.
283 Convenience Claims Against EnronOnLine, LLC Payment in Cash of the amount of 14.9% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EnronOnLine, LLC.
71
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- -------- ------
284 Convenience Claims Against St. Charles Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
Development the Convenience Claim
Distribution Percentage against
St. Charles Development.
285 Convenience Claims Against Calcasieu Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
Calcasieu.
286 Convenience Claims Against Calvert City Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
Power the Convenience Claim
Distribution Percentage against
Calvert City Power.
287 Convenience Claims Against Enron ACS Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
Enron ACS.
288 Convenience Claims Against LOA Payment in Cash of the amount of 35.8% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
LOA.
289 Convenience Claims Against ENIL Payment in Cash of the amount of 6.2% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
ENIL.
290 Convenience Claims Against EI Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EI.
291 Convenience Claims Against EINT Payment in Cash of the amount of 10.6% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EINT.
292 Convenience Claims Against EMDE Payment in Cash of the amount of 6.8% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EMDE.
72
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- -------- ------
293 Convenience Claims Against WarpSpeed Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
WarpSpeed.
294 Convenience Claims Against Modulus Payment in Cash of the amount of 68.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
Modulus.
295 Convenience Claims Against ETI Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
ETI.
296 Convenience Claims Against DSG Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
DSG.
297 Convenience Claims Against RMTC Payment in Cash of the amount of 68.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
RMTC.
298 Convenience Claims Against Omicron Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
Omicron.
299 Convenience Claims Against EFS I Payment in Cash of the amount of 49.4% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EFS I.
300 Convenience Claims Against EFS II Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EFS II.
301 Convenience Claims Against EFS III Payment in Cash of the amount of 68.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EFS III.
302 Convenience Claims Against EFS V Payment in Cash of the amount of 68.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EFS V.
73
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- -------- ------
303 Convenience Claims Against EFS VI Payment in Cash of the amount of 68.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EFS VI.
304 Convenience Claims Against EFS VII Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EFS VII.
305 Convenience Claims Against EFS IX Payment in Cash of the amount of 68.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EFS IX.
306 Convenience Claims Against EFS X Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EFS X.
307 Convenience Claims Against EFS XI Payment in Cash of the amount of 5.3% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EFS XI.
308 Convenience Claims Against EFS XII Payment in Cash of the amount of 8.5% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EFS XII.
309 Convenience Claims Against EFS XV Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EFS XV.
310 Convenience Claims Against EFS XVII Payment in Cash of the amount of 68.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EFS XVII.
311 Convenience Claims Against Jovinole Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
Jovinole.
74
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- -------- --------- -------- ------
312 Convenience Claims Against EFS Holdings Payment in Cash of the amount of 16.6% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EFS Holdings.
313 Convenience Claims Against EOS Payment in Cash of the amount of 19.5% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EOS.
314 Convenience Claims Against Green Power Payment in Cash of the amount of 43.6% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
Green Power.
315 Convenience Claims Against TLS Payment in Cash of the amount of 21.9% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
TLS.
316 Convenience Claims Against ECT Securities Payment in Cash of the amount of 8.6% Impaired; Entitled to vote
Limited Partnership the Convenience Claim
Distribution Percentage against
ECT Securities Limited Partnership.
317 Convenience Claims Against ECT Securities Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
LP Payment in Cash of the amount of
the Convenience Claim Distribution
Percentage against ECT Securities LP.
318 Convenience Claims Against ECT Securities Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
GP the Convenience Claim
Distribution Percentage against
ECT Securities GP.
319 Convenience Claims Against KUCC Cleburne Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
KUCC Cleburne.
320 Convenience Claims Against EIAM Payment in Cash of the amount of 68.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EIAM.
321 Convenience Claims Against EBPHXI Payment in Cash of the amount of 5.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EBPHXI.
322 Convenience Claims Against EHC Payment in Cash of the amount of 68.1% Impaired; Entitled to vote
the Convenience Claim
Distribution Percentage against
EHC.
75
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- ------------------ ----------------------------------------- --------- -----------
Claims Against the Convenience Claim Distribution Entitled to
EBPHXI Percentage against EBPHXI. vote
322 Convenience Claims Payment in Cash of the amount of the 68.1% Impaired;
Against EHC Convenience Claim Distribution Percentage Entitled to
against EHC. vote
323 Convenience Claims Payment in Cash of the amount of the 68.1% Impaired;
Against EDM Convenience Claim Distribution Percentage Entitled to
against EDM. vote
324 Convenience Claims Payment in Cash of the amount of the 68.1% Impaired;
Against EIKH Convenience Claim Distribution Percentage Entitled to
against EIKH. vote
325 Convenience Claims Payment in Cash of the amount of the 5.1% Impaired;
Against ECHVI Convenience Claim Distribution Percentage Entitled to
against ECHVI. vote
326 Convenience Claims Payment in Cash of the amount of the 68.1% Impaired;
Against EIAC Convenience Claim Distribution Percentage Entitled to
against EIAC. vote
327 Convenience Claims Payment in Cash of the amount of the 5.1% Impaired;
Against EBPIXI Convenience Claim Distribution Percentage Entitled to
against EBPIXI. vote
328 Convenience Claims Payment in Cash of the amount of the 5.1% Impaired;
Against Paulista Convenience Claim Distribution Percentage Entitled to
against Paulista. vote
329 Convenience Claims Payment in Cash of the amount of the 68.1% Impaired;
Against EPCSC Convenience Claim Distribution Percentage Entitled to
against EPCSC. vote
76
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- ------------------ ----------------------------------------- --------- -----------
330 Convenience Claims Payment in Cash of the amount of the 5.1% Impaired;
Against Pipeline Convenience Claim Distribution Percentage Entitled to
Services against Pipeline Services. vote
331 Convenience Claims Payment in Cash of the amount of the 68.1% Impaired;
Against ETPC Convenience Claim Distribution Percentage Entitled to
against ETPC. vote
332 Convenience Claims Payment in Cash of the amount of the 68.1% Impaired;
Against ELSC Convenience Claim Distribution Percentage Entitled to
against ELSC. vote
333 Convenience Claims Payment in Cash of the amount of the 7.2% Impaired;
Against EMMS Convenience Claim Distribution Percentage Entitled to
against EMMS. vote
334 Convenience Claims Payment in Cash of the amount of the 68.1% Impaired;
Against ECFL Convenience Claim Distribution Percentage Entitled to
against ECFL. vote
335 Convenience Claims Payment in Cash of the amount of the 68.1% Impaired;
Against EPGI Convenience Claim Distribution Percentage Entitled to
against EPGI. vote
336 Convenience Claims Payment in Cash of the amount of the 68.1% Impaired;
Against Convenience Claim Distribution Percentage Entitled to
Transwestern against Transwestern Gathering. vote
Gathering
337 Convenience Claims Payment in Cash of the amount of the 68.1% Impaired;
Against Enron Convenience Claim Distribution Percentage Entitled to
Gathering against Enron Gathering. vote
338 Convenience Claims Payment in Cash of the amount of the 5.2% Impaired;
Against EGP Convenience Claim Distribution Percentage Entitled to
against EGP. vote
339 Convenience Claims Payment in Cash of the amount of the 5.1% Impaired;
Against Convenience Claim Entitled to
77
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- ------------------ ----------------------------------------- --------- -----------
EAMR Distribution Percentage against EAMR. vote
340 Convenience Claims Payment in Cash of the amount of the 19.7% Impaired;
Against EBP-I Convenience Claim Distribution Percentage Entitled to
against EBP-I. vote
341 Convenience Claims Payment in Cash of the amount of the 10.7% Impaired;
Against EBHL Convenience Claim Distribution Percentage Entitled to
against EBHL. vote
342 Convenience Claims Payment in Cash of the amount of the 5.1% Impaired;
Against Enron Wind Convenience Claim Distribution Percentage Entitled to
Storm Lake II against Enron Wind Storm Lake II. vote
343 Convenience Claims Payment in Cash of the amount of the 8.5% Impaired;
Against EREC Convenience Claim Distribution Percentage Entitled to
against EREC. vote
344 Convenience Claims Payment in Cash of the amount of the 18.9% Impaired;
Against EA III Convenience Claim Distribution Percentage Entitled to
against EA III. vote
345 Convenience Claims Payment in Cash of the amount of the 24.6% Impaired;
Against EWLB Convenience Claim Distribution Percentage Entitled to
against EWLB. vote
346 Convenience Claims Payment in Cash of the amount of the 17.7% Impaired;
Against SCC Convenience Claim Distribution Percentage Entitled to
against SCC. vote
347 Convenience Claims Payment in Cash of the amount of the 24.5% Impaired;
Against EFS IV Convenience Claim Distribution Percentage Entitled to
against EFS IV. vote
348 Convenience Claims Payment in Cash of the amount of the 38.5% Impaired;
Against EFS VIII Convenience Claim Distribution Percentage Entitled to
against EFS VIII. vote
78
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- ------------------ ----------------------------------------- --------- -----------
349 Convenience Claims Payment in Cash of the amount of the 68.1% Impaired;
Against EFS XIII Convenience Claim Distribution Percentage Entitled to
against EFS XIII. vote
350 Convenience Claims Payment in Cash of the amount of the 8.7% Impaired;
Against ECI Convenience Claim Distribution Percentage Entitled to
against ECI. vote
351 Convenience Claims Payment in Cash of the amount of the 28.1% Impaired;
Against EPC Convenience Claim Distribution Percentage Entitled to
against EPC. vote
352 Convenience Claims Payment in Cash of the amount of the 5.1% Impaired;
Against Richmond Convenience Claim Distribution Percentage Entitled to
Power against Richmond Power. vote
353 Convenience Claims Payment in Cash of the amount of the 11.4% Impaired;
Against ECTSVC Convenience Claim Distribution Percentage Entitled to
against ECTSVC. vote
354 Convenience Claims Payment in Cash of the amount of the 18.1% Impaired;
Against EDF Convenience Claim Distribution Percentage Entitled to
against EDF. vote
355 Convenience Claims Payment in Cash of the amount of the 12.2% Impaired;
Against ACFI Convenience Claim Distribution Percentage Entitled to
against ACFI. vote
356 Convenience Claims Payment in Cash of the amount of the 68.1% Impaired;
Against TPC Convenience Claim Distribution Percentage Entitled to
against TPC. vote
357 Convenience Claims Payment in Cash of the amount of the 29.7% Impaired;
Against APACHI Convenience Claim Distribution Percentage Entitled to
against APACHI. vote
358 Convenience Claims Payment in Cash of the amount of the 15.8% Impaired;
Against Convenience Claim Entitled to
79
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- ------------------ ----------------------------------------- --------- -----------
EDC Distribution Percentage against EDC. vote
359 Convenience Claims Payment in Cash of the amount of the 68.1% Impaired;
Against ETP Convenience Claim Distribution Percentage Entitled to
against ETP. vote
360 Convenience Claims Payment in Cash of the amount of the 68.1% Impaired;
Against NHS Convenience Claim Distribution Percentage Entitled to
against NHS. vote
361 Convenience Claims Payment in Cash of the amount of the 23.2% Impaired;
Against Enron South Convenience Claim Distribution Percentage Entitled to
America against Enron South America. vote
362 Convenience Claims Payment in Cash of the amount of the 50.6% Impaired;
Against EGPP Convenience Claim Distribution Percentage Entitled to
against EGPP. vote
363 Convenience Claims Payment in Cash of the amount of the 49.3% Impaired;
Against PGH Convenience Claim Distribution Percentage Entitled to
against PGH. vote
364 Convenience Claims Payment in Cash of the amount of the 0.0% Impaired;
Against PTC Convenience Claim Distribution Percentage Entitled to
against PTC. vote
365 Enron Guaranty Payment in Cash of the amount of the 12.9% Impaired;
Convenience Claims Convenience Claim Distribution Percentage Entitled to
against Enron Guaranty Distributive Assets. vote
366 Wind Guaranty Payment in Cash of the amount of the 34.3% Impaired;
Convenience Claims Convenience Claim Distribution Percentage Entitled to
against Wind Guaranty Distributive Assets. vote
367 Convenience Claims Payment in Cash of the amount of the 68.1% Impaired;
Against Cabazon Convenience Claim Distribution Percentage Entitled to
Power Against vote
80
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- ------------------ ----------------------------------------- --------- -----------
Cabazon Power
368 Convenience Claims Payment in Cash of the amount of the 68.1% Impaired;
Against Cabazon Convenience Claim Distribution Percentage Entitled to
Holdings Against Cabazon Holdings vote
369 Convenience Claims Payment in Cash of the amount of the 14.7% Impaired;
Against Enron Convenience Claim Distribution Percentage Entitled to
Caribbean Against Enron Caribbean vote
370 Convenience Claims Payment in Cash of the amount of the 5.1% Impaired;
Against Victory Convenience Claim Distribution Percentage Entitled to
Garden Against Victory Garden vote
371 Convenience Claims Payment in Cash of the amount of the 7.6% Impaired;
Against Oswego Convenience Claim Distribution Percentage Entitled to
Cogen Against Oswego Cogen vote
372 Convenience Claims Payment in Cash of the amount of the 17.1% Impaired;
Against EEPC Convenience Claim Distribution Percentage Entitled to
Against EEPC vote
373 Convenience ENA Payments in Cash of the amount of the 15.3% Impaired;
Guaranty Claims Convenience Claim Distribution Percentage Entitled to
against ENA Guaranty Distributive Assets. vote
374 Convenience ACFI Payment in Cash of the amount of the 9.6% Impaired;
Guaranty Claims Convenience Claim Distribution Percentage Entitled to
against ACFI Guaranty Distributive Assets. vote
375 Convenience EPC Payment in Cash of the amount of the 25.5% Impaired;
Guaranty Claims Convenience Claim Distribution Percentage Entitled to
against EPC Guaranty Distributive Assets. vote
376- Subordinated No distribution 0.0% Impaired;
382 Claims Not entitled
to vote
81
TYPE OF
ALLOWED CLAIM
OR EQUITY ESTIMATED
CLASS INTEREST TREATMENT RECOVERY STATUS
- ----- ------------------ --------------- --------- -----------
383 Enron Preferred No distribution 0.0% Impaired;
Equity Interests Not entitled
to vote
384 Enron Common No distribution 0.0% Impaired;
Equity Interests Not entitled
to vote
385 Other Equity No distribution 0.0% Impaired;
Interests Not entitled
to vote
For illustrative purposes, refer to Appendix P: "Components of
Distributions Under the Plan" for an analysis of the components of the estimated
distribution on (i) a hypothetical Allowed General Unsecured Claim in the amount
of $1,000,000 in Classes 3 through 182 and 185 through 189, (ii) a hypothetical
Allowed Guaranty Claim in the Allowed amount of $1,000,000 and (iii) a
hypothetical Allowed Convenience Claim in the amount of $50,000 in Classes 191
through 375.
D. ASSETS, CLAIMS AND DISTRIBUTIONS
1. ESTIMATES
Refer to Appendix C: "Estimated Assets, Claims and
Distributions" for a summary description of the assets and liabilities of each
Debtor and estimated Creditor recoveries under various scenarios. The values,
claim amounts, and distribution ranges reflected in these schedules are
estimated based on the information available to the Debtors as of the time of
preparation of the schedules. Actual results may vary widely from these
estimates. Refer to Section XIV.C., "Variance from Valuations, Estimates and
Projections" for further information.
2. METHODOLOGY FOR CALCULATING ESTIMATED RECOVERIES
As described in more detail below, the estimated recoveries
set forth in this Disclosure Statement are calculated by analyzing and in
Appendix C: "Estimated Assets, Claims and Distributions" on a Debtor-by-Debtor
basis, the estimated asset value available for distribution under the Plan and
the Claims to be satisfied pursuant to the Plan for that Debtor. This data was
then coupled with the global compromise embodied in the Plan to generate the
estimated recoveries or range of distribution set forth above in Section I.C.2.,
"Summary of Classification and Treatment."
a. BLACKSTONE MODEL. Given the magnitude of third-party
and intercompany claims and the complexity of the ownership structure and
inter-estate disputes, the Debtors required a complex computer program to
maintain the requisite data regarding assets, liabilities, value allocation, and
related issues, as well as to provide a means for calculating distributions or
recoveries under the Plan. Accordingly, shortly following the Initial Petition
Date, Blackstone
82
began to develop the Blackstone Model, a complex computer model designed to
serve this purpose. The model is a complex and customized software program
consisting of more than 15,000 lines of computer code, as well as multiple,
integrated spreadsheets and databases. The model interfaces directly with the
Debtors' accounting systems and supporting analyses performed by the Debtors and
their advisors regarding assets and liabilities of the estates. To ensure the
consistency of the model, it incorporates internal cross-checks and generates
detailed summary reports and control schedules.
The Blackstone Model tracks the assets and liabilities of each
Debtor and most of the other Enron Companies. Taking into consideration, among
other things, the complexity of intercompany claims and equity interests between
the Enron Companies, the model calculates the value of the assets of each Debtor
and the allocation of that value to satisfy secured, administrative, priority,
and unsecured Claims against each Debtor. Further, the Blackstone Model was
designed to permit the incorporation of numerous variables reflecting different
values and legal assumptions. The graphic below illustrates the Blackstone Model
mechanics:
(GRAPH)
<Table>
------------
--------------- -A- SAP
Model: ------------
- ------------------- Accounting
Debtors and their -B- Interface ------------
advisors --------------- -A- Hyperion
- ------------------- | ------------
\ C ------------
B | __ Asset \
\ | / Allocations \
---------------- ------------- / ------------ \
- ---------------- Model: Model: Engine / ------------ \ ------------
Debtors' Records -D- Database -All- ------------- \ Solvency _____\ Creditor
- ---------------- ---------------- | | \___ Analysis / Recoveries
/ | | | | \ ------------ / /------------
E | | | \ \ ------------ / /
/ | | | \ \ Diligence / /
- ---------------- | | | \ Process / /
Model: Other | ------------ | \ ------------ /
Reports | Recoveries _____| \ ------------ /
- ---------------- | ------------ \ Internal /
|_____________Adjustments_____________ Review /
------------
</Table>
KEY TO DIAGRAM
A: Third party and intercompany account balances
B: Asset values, trade book estimates, guarantees and claims data
C: Adjusted aggregate assets, claims and intercompany balances
D: Equity ownership, supporting information and bankruptcy case status
E: Recovery percentages used to produce summary reports and control schedules
Refer to Appendix C: "Estimated Assets, Claims and
Distributions" for additional information regarding the Blackstone Model and
calculation of recoveries.
In June 2002, the Debtors shared a preliminary draft of the
Blackstone Model with the Creditors' Committee. The Creditors' Committee tested
the validity of the Blackstone Model for purposes of calculating and analyzing
various permutations of a potential chapter 11 plan. In February 2003, the
Debtors shared a draft of the Blackstone Model with the ENA Examiner for his
independent verification. The ENA Examiner similarly concluded that the
Blackstone Model was a reliable tool for its intended purpose.
83
b. ESTIMATED ASSET VALUE TO BE DISTRIBUTED UNDER PLAN.
Other than cash on hand, the asset valuation information contained in the
Blackstone Model reflects either (i) if the asset has been sold, the sales price
or (ii) if the asset has not been sold, an estimate developed by Blackstone and
management. For this purpose, a Debtor's assets may include Cash, assets held
for sale, assets identified for transfer into CrossCountry or Prisma, claims and
causes of action, and investments in subsidiaries. Due to the inherent
uncertainties of litigation, for purposes of estimating asset value, no value
has been ascribed to any claims or causes of action the Debtors may have.
c. ESTIMATED CLAIMS TO BE SATISFIED UNDER PLAN. The
claims estimates included in the Blackstone Model were estimated using the
following procedures: (i) Administrative Expense, Secured, and Priority Claims,
including Administrative Expense Claims against other Debtors, have been
estimated by the Debtors based upon historical expense levels, filed Claims,
and/or the Debtors' books and records, (ii) Intercompany Claims are based upon
the intercompany accounts and notes reflected in the Debtors' books and records
as of the date hereof and Schedules, as the same may be modified from time to
time, and (iii) all other Claims are based upon filed Claims, the books and
records of the Debtors, and analyses performed by the Debtors and their
professionals.
d. ESTIMATED RANGE OF DISTRIBUTIONS. Using the asset and
claims data described above, the Blackstone Model generates estimates regarding
the range of recovery under a variety of fact patterns. The estimates set forth
in the Disclosure Statement were calculated based on the global compromise
incorporated into the Plan.
II. INTRODUCTION TO DISCLOSURE STATEMENT
CAPITALIZED TERMS USED THROUGHOUT THIS DISCLOSURE STATEMENT ARE DEFINED IN
APPENDIX A: "MATERIAL DEFINED TERMS FOR ENRON DISCLOSURE STATEMENT" ATTACHED
HERETO.
As noted above, this Disclosure Statement has not been
approved by the Bankruptcy Court as containing adequate information.
Accordingly, the information contained in this Disclosure Statement should not
be relied on for any purpose.
The Debtors submit this Disclosure Statement pursuant to
section 1125 of the Bankruptcy Code to holders of Claims against the Debtors in
connection with (i) the solicitation of acceptances of the Amended Joint Plan of
Affiliated Debtors Pursuant to Chapter 11 of the United States Bankruptcy Code,
dated [________, 2003], filed by the Debtors with the United States Bankruptcy
Court for the Southern District of New York and (ii) the Confirmation Hearing
scheduled for [__________, 2003], commencing at [__:__ _.m.] New York City Time.
On [______________, 2003] the Bankruptcy Court, under section
1125 of the Bankruptcy Code, approved this Disclosure Statement as containing
information of a kind, and in sufficient detail, adequate to enable a
hypothetical, reasonable investor typical of the solicited classes of Claims of
the Debtors to make an informed judgment with respect to the acceptance or
rejection of the Plan. APPROVAL OF THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE
A DETERMINATION BY THE BANKRUPTCY COURT EITHER OF THE FAIRNESS OR THE MERITS OF
THE PLAN OR OF THE ACCURACY OR
84
COMPLETENESS OF THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT.
The Disclosure Statement Order, a copy of which is annexed
hereto as Exhibit 2: "Disclosure Statement Order" sets forth in detail, among
other things, the deadlines, procedures, and instructions for voting to accept
or reject the Plan and for filing objections to confirmation of the Plan, the
record date for voting purposes, and the applicable standards for tabulating
Ballots. The Voting Procedures Order, a copy of which is annexed hereto as
Exhibit 3: "Voting Procedures Order", sets forth in detail the procedures for
temporary allowance of claims for voting purposes. In addition, detailed voting
instructions accompany each Ballot. Each holder of a Claim entitled to vote on
the Plan should read this Disclosure Statement, the Plan, the Disclosure
Statement Order, the Ballot, and the instructions accompanying the Ballot in
their entirety before voting on the Plan. These documents contain important
information concerning the classification of Claims and Equity Interests for
voting purposes and the tabulation of votes. No solicitation of votes to accept
the Plan may be made except pursuant to section 1125 of the Bankruptcy Code.
A. PURPOSE OF THIS DISCLOSURE STATEMENT
The purpose of this Disclosure Statement is to provide the
holders of Claims against the Debtors with adequate information to make an
informed judgment about the Plan. This information includes, among other things,
a brief history of the Debtors, a description of the Debtors' prepetition
businesses, a description of the Debtors' prepetition assets and liabilities, a
summary of the Debtors' Chapter 11 Cases, a summary of the distributions to be
made under the Plan, and an explanation of the Plan mechanics.
B. REPRESENTATIONS
This Disclosure Statement is intended for the sole use of
Creditors and other parties in interest, and for the sole purpose of assisting
those parties in making an informed decision about the Plan. Each Creditor is
urged to review the Plan in full prior to voting on the Plan to ensure a
complete understanding of the Plan and this Disclosure Statement.
No representations or other statements concerning the Debtors
(particularly as to their future business operations or the value of their
assets) are authorized by the Debtors other than those expressly set forth in
this Disclosure Statement. Creditors should not rely upon any representations or
inducements made to secure acceptance of the Plan other than those set forth in
this Disclosure Statement.
Except as otherwise expressly indicated, the portions of this
Disclosure Statement describing the Debtors, their businesses and properties,
and related financial information were prepared by the Debtors, from information
furnished by the Debtors, or from publicly available information.
As explained in a November 8, 2001 Form 8-K filed by ENE with
the SEC, the previously issued financial statements of ENE for the fiscal years
ended December 31, 1997 through 2000 and for the first and second quarters of
2001 and the audit reports covering the year-end financial statements for 1997
through 2000 should not be relied upon. In addition, as
85
explained in an April 22, 2002 Form 8-K filed by ENE, the financial statements
of ENE for the third quarter of 2001 should not be relied upon.
This Disclosure Statement has not been approved or disapproved
by the SEC; neither has the SEC passed upon the accuracy or adequacy of the
statements contained herein.
This Disclosure Statement contains statements that are
forward-looking. Forward-looking statements are statements of expectations,
beliefs, plans, objectives, assumptions, projections, and future events or
performance. Among other things, this Disclosure Statement contains
forward-looking statements with respect to anticipated future performance of
PGE, CrossCountry, and Prisma, as well as anticipated future determination of
claims, distributions on claims, and liquidation of the Remaining Assets. These
statements, estimates, and projections may or may not prove to be correct.
Actual results could differ materially from those reflected in the
forward-looking statements contained herein. Forward-looking statements are not
guarantees of future performance and involve risks and uncertainties that could
cause actual results or outcomes to differ materially from those expressed. Such
risks and uncertainties, include, without limitation: risks inherent in the
Chapter 11 process, such as the non-confirmation of the Plan, non-occurrence or
delayed occurrence of the Effective Date, or delayed distribution or
non-distribution of Plan Securities. The uncertain outcomes of ongoing
litigation and governmental investigations involving the Operating Entities and
the Debtors, including those involving the U.S. Congress, DOJ, SEC, Office of
Public Utility Counsel, EPA, and FERC; the effects of negative publicity on the
Operating Entities' business opportunities; the effects of the departure of past
and present employees of the Debtors; the uncertain resolution of SPE issues;
the preliminary and uncertain nature of valuations and estimates contained in
the Plan; financial and operating restrictions that may be imposed on an
Operating Entity if ENE is required to register under PUHCA; potential
environmental liabilities; increasing competition and operational hazards faced
by the Debtors and Operating Entities; the potential lack of a trading market
for the Plan Securities distributed to Creditors; uncertainties created by the
lack of reported information for securities distributed to Creditors and the
lack of independent operating history of the Operating Entities; economic,
political, regulatory, and legal risks affecting the finances and operations of
the Debtors and the Operating Entities; and, the uncertain timing, costs, and
recovery values involved in the Debtors' efforts to recover accounts receivable
and to liquidate the Remaining Assets. The Debtors, PGE, CrossCountry, Prisma,
and the other Enron Companies undertake no obligation to update any
forward-looking statement to reflect the occurrence of unanticipated events. New
factors emerge from time to time and it is not possible to predict all such
factors, nor can the impact of any such factor be assessed.
THIS DISCLOSURE STATEMENT SUMMARIZES THE TERMS OF THE PLAN,
WHICH SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE
PLAN, AND IF ANY INCONSISTENCY EXISTS BETWEEN THE TERMS AND PROVISIONS OF THE
PLAN AND THIS DISCLOSURE STATEMENT, THEN THE TERMS AND PROVISIONS OF THE PLAN
ARE CONTROLLING.
UNLESS OTHERWISE SPECIFIED, THE STATEMENTS CONTAINED IN THIS
DISCLOSURE STATEMENT ARE MADE AS OF THE DATE OF THE DISCLOSURE STATEMENT AND THE
DELIVERY OF THIS DISCLOSURE STATEMENT DOES NOT IMPLY THAT THERE HAVE BEEN NO
CHANGES IN THE INFORMATION SET FORTH HEREIN AFTER SUCH DATE. THE DEBTORS
UNDERTAKE NO DUTY TO UPDATE THIS INFORMATION.
86
THIS DISCLOSURE STATEMENT MAY NOT BE RELIED ON FOR ANY PURPOSE
OTHER THAN TO DETERMINE WHETHER TO VOTE TO ACCEPT OR REJECT THE PLAN, AND
NOTHING STATED HEREIN SHALL CONSTITUTE AN ADMISSION OF ANY FACT OR LIABILITY BY
ANY PARTY, OR BE ADMISSIBLE IN ANY PROCEEDING INVOLVING THE DEBTORS OR ANY OTHER
PARTY, OR BE DEEMED CONCLUSIVE EVIDENCE OF THE TAX OR OTHER LEGAL EFFECTS OF THE
PLAN ON THE DEBTORS OR HOLDERS OF CLAIMS OR EQUITY INTERESTS.
ALL HOLDERS OF CLAIMS ENTITLED TO VOTE SHOULD CAREFULLY READ
AND CONSIDER FULLY THE RISK FACTORS SET FORTH IN SECTION XIV., "RISK FACTORS AND
OTHER FACTORS TO BE CONSIDERED" BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.
SUMMARIES OF CERTAIN PROVISIONS OF AGREEMENTS REFERRED TO IN
THIS DISCLOSURE STATEMENT ARE NOT COMPLETE AND ARE SUBJECT TO, AND ARE QUALIFIED
IN THEIR ENTIRETY BY REFERENCE TO, THE FULL TEXT OF THE APPLICABLE AGREEMENT,
INCLUDING THE DEFINITIONS OF TERMS CONTAINED IN SUCH AGREEMENT.
HOLDERS OF CLAIMS ENTITLED TO VOTE SHOULD READ THIS DISCLOSURE
STATEMENT AND THE PLAN CAREFULLY AND IN THEIR ENTIRETY AND MAY WISH TO CONSULT
WITH COUNSEL PRIOR TO VOTING ON THE PLAN.
C. HOLDERS OF CLAIMS ENTITLED TO VOTE
Pursuant to the provisions of the Bankruptcy Code, only
holders of allowed claims or equity interests in classes of claims or equity
interests that are impaired and that are not deemed to have rejected a proposed
plan are entitled to vote to accept or reject a proposed plan. Classes of claims
or equity interests in which the holders of claims or equity interests are
unimpaired under a chapter 11 plan are deemed to have accepted the plan and are
not entitled to vote to accept or reject the plan. Classes of claims or equity
interests in which the holders of claims or equity interests will receive no
recovery under a chapter 11 plan are deemed to have rejected the plan and are
not entitled to vote to accept or reject the plan. For a detailed description of
the treatment of Claims and Equity Interests under the Plan, refer to Section
VI., "Summary of Debtors' Chapter 11 Plan".
Classes 1 and 2 of the Plan are unimpaired. As a result,
holders of Claims in those Classes are conclusively presumed to have accepted
the Plan and are not entitled to vote.
Classes 3 through 182, 185 through 189, and 191 through 375 of
the Plan are impaired and, to the extent Claims in such Classes are Allowed
Claims, the holders of such Claims will receive distributions under the Plan. As
a result, holders of Claims in those Classes are entitled to vote to accept or
reject the Plan.
Class 190 of the Plan, consisting of Intercompany Claims, is
presumed to have accepted the Plan and all holders of such Claims are proponents
of the Plan. As a result, holders of Claims in Class 190 are not entitled to
vote.
Classes 183, 184, and 376 through 385 of the Plan, consisting
of certain holders of Claims and all holders of Equity Interests, are not
expected to receive any distributions under
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the Plan. As a result, holders of Claims and Equity Interests in Classes 183,
184, and 376 through 385 are conclusively presumed to have rejected the Plan and
are not entitled to vote.
Section 1126 of the Bankruptcy Code defines "acceptance" of a
plan by a class of claims as acceptance by creditors in that class that hold at
least two-thirds in dollar amount and more than one-half in number of the claims
that cast ballots for acceptance or rejection of the plan. Thus, acceptance of
the Plan by Classes 3 through 182, 185 through 189, and 191 through 375 will
occur only if at least two-thirds in dollar amount and a majority in number of
the holders of such Claims in each Class that cast their Ballots vote in favor
of acceptance of the Plan. A vote may be disregarded if the Bankruptcy Court
determines, after notice and a hearing, that such acceptance or rejection was
not solicited or procured in good faith or in accordance with the provisions of
the Bankruptcy Code. For a more detailed description of the requirements for
confirmation of the Plan, refer to Section XIX., "Confirmation Of The Plan" for
further information.
If a Class of Claims entitled to vote on the Plan rejects the
Plan, the Debtors reserve the right to amend the Plan or request confirmation of
the Plan pursuant to section 1129(b) of the Bankruptcy Code or both. Section
1129(b) permits the confirmation of a chapter 11 plan notwithstanding the
nonacceptance of a plan by one or more impaired classes of claims or equity
interests. Under that section, a plan may be confirmed by a bankruptcy court if
the plan does not "discriminate unfairly" and is "fair and equitable" with
respect to each nonaccepting class. For a more detailed description of the
requirements for confirmation of a nonconsensual plan, refer to Section XIX.,
"Confirmation Of The Plan".
In the event that a Class of Claims entitled to vote does not
vote to accept the Plan, the Debtors' determination whether to request
confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code will
be announced prior to or at the Confirmation Hearing.
D. SUBMITTING A BALLOT
To determine whether you are entitled to vote on the Plan,
refer to Section II.C., "Holders of Claims Entitled to Vote". If you are
entitled to vote, you should carefully review this Disclosure Statement,
including the attached exhibits and the instructions accompanying the Ballot.
Then, indicate your acceptance or rejection of the Plan by voting for or against
the Plan on the enclosed Ballot or Ballots and return the Ballot(s) in the
postage-paid envelope provided. Refer to Section XVIII., "Voting Procedures",
Exhibit 2: "Disclosure Statement Order", and Exhibit 3: "Voting Procedures
Order" for further information.
To be sure your Ballot is counted, your Ballot must be
received by the Debtors' Solicitation Agent, Innisfree, as instructed on your
Ballot, no later than [__:___ _.m.] New York City Time on [________ , 2004].
Your Ballot will not be counted if received after this deadline. Refer to
Section XVIII., "Voting Procedures" for further information.
If you must return your Ballot to your bank, broker, agent, or
nominee, then you must return your Ballot to such bank, broker, agent, or
nominee in sufficient time for them to process your Ballot and return it to the
Debtors' Solicitation Agent before the deadline. Your
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Ballot will not be counted if received after this deadline. Refer to Section
XVIII., "Voting Procedures" for further information.
DO NOT RETURN YOUR SECURITIES OR ANY OTHER DOCUMENTS WITH YOUR
BALLOT.
It is important that Creditors exercise their right to vote to
accept or reject the Plan. EVEN IF YOU DO NOT VOTE TO ACCEPT THE PLAN, YOU MAY
BE BOUND BY IT, IF IT IS ACCEPTED BY THE REQUISITE HOLDERS OF CLAIMS. Refer to
Section XIX., "Confirmation Of The Plan" for further information. The amount and
number of votes required for confirmation of the Plan are computed on the basis
of the total amount of Claims actually voting to accept or reject the Plan.
Your Claims may be classified in multiple classes, in which
case you will receive a separate Ballot for each class of Claim. For detailed
voting instructions and the names and addresses of the persons you may contact
if you have questions regarding the voting procedures, refer to your Ballot or
to Section XVIII., "Voting Procedures" for further information.
THE DEBTORS BELIEVE THAT THE PLAN PROVIDES THE BEST POSSIBLE
RECOVERIES TO THE DEBTORS' CREDITORS. THE DEBTORS THEREFORE BELIEVE THAT
ACCEPTANCE OF THE PLAN IS IN THE BEST INTERESTS OF EACH AND EVERY CLASS OF
CREDITORS AND URGE ALL HOLDERS OF IMPAIRED CLAIMS ENTITLED TO VOTE ON THE PLAN
TO ACCEPT THE PLAN.
E. CONFIRMATION HEARING
Under section 1128 of the Bankruptcy Code, the Bankruptcy
Court has scheduled the Confirmation Hearing on [______________ , 2004] at
[___:___ _.m. New York City Time], in Room 523 of the United States Bankruptcy
Court for the Southern District of New York, One Bowling Green, New York, New
York. The Confirmation Hearing may be adjourned from time to time without notice
except as given at the Confirmation Hearing or at any subsequent adjourned
Confirmation Hearing. The Bankruptcy Court has directed that objections, if any,
to confirmation of the Plan be filed and served on or before [__ , 2003] at
[___:___ _.m. New York City Time]. Refer to Section XIX.C., "Objections To
Confirmation Of The Plan" for further information.
THE DEBTORS URGE CREDITORS TO VOTE TO ACCEPT THE PLAN.
III. GENERAL PREPETITION INFORMATION
CAPITALIZED TERMS USED THROUGHOUT THIS DISCLOSURE STATEMENT ARE DEFINED IN
APPENDIX A: "MATERIAL DEFINED TERMS FOR ENRON DISCLOSURE STATEMENT" ATTACHED
HERETO.
A. EVENTS LEADING UP TO CHAPTER 11 FILING
From 1985 through mid-2001, the Enron Companies grew from a
domestic natural gas pipeline company into a large global natural gas and power
company. In the last quarter of 2001, the Enron Companies lost access to the
capital markets, both debt and equity,
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and had insufficient liquidity and financial resources to satisfy their current
financial obligations. Thereafter, on December 2, 2001, ENE and 13 subsidiaries
filed voluntary chapter 11 petitions. Listed below are selected ENE and rating
agency announcements during late 2001.
August 14 ENE announces the resignation of Jeffrey K. Skilling
as ENE's President and CEO and the assumption of such
duties by Chairman Kenneth L. Lay.
October 16 ENE reports a net loss for the third quarter 2001 of
$618 million including non-recurring charges totaling
$1.01 billion after-tax; non-recurring charges
consisted of: $287 million related to asset
impairments recorded by Azurix; $180 million
associated with the restructuring of Broadband
Services; and $544 million related to losses
associated with certain investments.
ENE holds a conference call on third quarter 2001
earnings and acknowledges a $1.2 billion equity
reduction.
Moody's announces ENE's Credit Rating is held at Baa1
(three notches above non-investment grade) but is
placed on review for downgrade.
October 22 ENE announces it will cooperate fully with the SEC's
request to provide information regarding certain
related-party transactions.
October 24 ENE announces it has named Jeff McMahon as CFO and
Andrew Fastow, previously ENE's CFO, will be on a
leave of absence from ENE.
October 25 Fitch announces ENE's Credit Rating is held at BBB+
(three notches above non-investment grade) but is
placed on negative watch.
ENE announces it drew on its committed lines of
credit to provide cash liquidity in excess of $1
billion.
October 29 Moody's announces ENE's Credit Rating is downgraded
to Baa2 (two notches above non-investment grade) and
is placed on review for downgrade.
October 31 ENE announces election of William C. Powers, Jr.,
Dean of The University of Texas School of Law, to the
ENE Board of Directors and formation of the Powers
Committee to examine and take any appropriate actions
with respect to transactions between ENE and entities
connected to related parties.
ENE also reports that the SEC has opened a formal
investigation into certain of the matters that were
the subject of recent press reports and that
previously were the subject of its informal inquiry.
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November 1 ENE announces that JPMCB and Salomon Smith Barney
Inc., as co-arrangers, have executed commitment
letters to provide $1 billion of secured credit lines
supported by ENE's NNG and Transwestern assets.
S&P announces downgrade of ENE's Credit Rating to BBB
(two notches above non-investment grade) with
negative outlook.
November 5 Fitch announces ENE's Credit Rating is downgraded to
BBB- (Fitch's lowest investment grade rating) and is
placed on negative watch.
November 8 ENE announces the filing of a Form 8-K that provides
information about:
A required restatement of prior period financial statements to
reflect the previously disclosed $1.2 billion reduction to shareholders' equity,
as well as adjustments required, based on (then) current information, that
certain off-balance sheet entities should have been included in ENE's
consolidated financial statements;
- The restatement of its financial statements for 1997
through 2000 and the first two quarters of 2001;
- The accounting basis for the above-mentioned
reduction to shareholders' equity;
- The appointment of the Powers Committee by the ENE
Board of Directors to review transactions between ENE
and related parties;
- Information regarding the two LJM limited
partnerships formed by ENE's then-CFO; and
- Transactions between ENE and certain other ENE
employees.
November 9 ENE and Dynegy announce the execution of the Merger
Agreement and the $1.5 billion asset-backed equity
infusion by Dynegy to ENE. Dynegy agreed to pay $1.5
billion to acquire preferred stock and other rights
of an ENE subsidiary that owns NNG. In the event the
merger is not completed, Dynegy will have the right
to acquire 100% of the equity in the NNG subsidiary.
- Moody's announces downgrade of ENE's Credit Rating to
Baa3 (Moody's lowest investment grade rating) and
places Credit Rating on review for further downgrade.
- S&P announces downgrade of ENE's Credit Rating to
BBB- (S&P's lowest investment grade rating) with
negative outlook.
- Fitch announces ENE's Credit Rating is held at BBB-
(Fitch's lowest investment grade rating) but is taken
off of negative watch.
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November 19 ENE announces that it has filed its third-quarter
2001 Form 10-Q, which provides further information on
third quarter earnings adjustments and other issues
and outlines a restructuring plan. The Form 10-Q also
included additional detailed information regarding
ENE's then current liquidity and upcoming maturities
of debt and other obligations (including a $690
million note payable that will become a demand
obligation on November 27, 2001 due to the recent
downgrade by S&P and $3.9 billion in facilities that
could be accelerated due to stock price and ratings
triggers).
November 21 ENE announces that it is in active discussions with
its primary lenders on a restructuring of its debt
obligations to further enhance liquidity.
November 28 ENE announces it has received a notice from Dynegy
that, effective immediately, it is terminating the
Merger Agreement.
- ENE also announces that S&P, Moody's, and Fitch have
downgraded ENE's Credit Rating to below investment
grade.
- Moody's announces ENE's Credit Rating is downgraded
to B2 (five notches below investment grade) and is
placed on review for downgrade.
- S&P announces ENE's Credit Rating is downgraded to B-
(six notches below investment grade) and is placed on
negative outlook.
- Fitch announces ENE's Credit Rating is downgraded to
CC (eight notches below investment grade) and is
placed on negative watch.
November 30 S&P announces ENE's Credit Rating is downgraded to CC
(eight notches below investment grade) with negative
outlook.
December 2 ENE announces that it, along with certain of its
subsidiaries, have filed voluntary petitions for
chapter 11 reorganization with the U. S. Bankruptcy
Court for the Southern District of New York.
Refer to "Related Documents" at http://www.enron.com/corp/por/
for the public filings referenced above, as well as certain reports prepared by
the ENE Examiner, the Powers Committee, and various government agencies and
committees.
B. PREPETITION BUSINESS ACTIVITIES
1. GENERAL. Headquartered in Houston, Texas, the Enron Companies
historically provided products and services related to natural gas, electricity,
and communications to wholesale and retail customers. As of the Initial Petition
Date, the Enron Companies employed approximately 32,000 individuals worldwide.
The Enron Companies were principally engaged in (a) the marketing of natural
gas, electricity and other commodities, and related risk management and finance
services worldwide, (b) the delivery and management of energy commodities and
capabilities to end-use retail customers in the industrial and commercial
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business sectors, (c) the generation, transmission, and distribution of
electricity to markets in the northwestern United States, (d) the transportation
of natural gas through pipelines to markets throughout the United States, and
(e) the development, construction, and operation of power plants, pipelines, and
other energy-related assets worldwide. Many of the Enron Companies that are
operating companies have not filed bankruptcy petitions and continue to operate
their businesses.
Set forth below is a brief description of various categories
of major businesses of the Enron Companies existing as of the Initial Petition
Date. Although the Debtors' prepetition business activities can be summarized in
a discussion of these businesses, each of the businesses included numerous
separate legal entities. Any reference to a business should be construed as a
reference to the separate legal entities that comprise such business.
2. WHOLESALE SERVICES. As of the Initial Petition Date, Wholesale
Services encompassed the global wholesale business related to natural gas,
power, LNG, metals, coal, crude and liquids, weather, forest products, steel,
and other commodities.(12) This business also included EnronOnline(R), an
e-commerce site for global commodity transactions. The Enron Companies built
their wholesale businesses through asset ownership, contractual access to
third-party assets, and market-making activities.
The activities of these businesses can be categorized into two
business lines: (i) commodity sales and services and (ii) assets and
investments.
a. COMMODITY SALES AND SERVICES. The businesses included
in the Wholesale Services segment provided physical commodity and price risk
management services to their customers through forward and other contracts. In
late 1999, Wholesale Services launched an internet-based e-commerce system,
EnronOnline(R), which allowed wholesale customers to view Wholesale Services'
real-time pricing and complete commodity transactions with the relevant Enron
Company trading in the particular commodity or product, as principal, with no
direct interaction.
b. ASSETS AND INVESTMENTS. Wholesale Services entered
into, managed, and/or operated numerous investments and various physical and
financial assets related to the energy industry, as well as physical assets in
the paper and steel industries. As of the Initial Petition Date, these
activities included (i) development of power generation facilities, (ii)
investment in intrastate gas pipelines, natural gas compression, NGL and LNG
operations, (iii) equity and debt financing to third parties for the exploration
and development of oil, gas, and coal reserves, and (iv) investment in paper and
steel processing facilities.
- -----------------------
(12) In addition to certain non-Debtor affiliates, Wholesale Services
included the following Debtors: ENA, EPMI, EMCC, ENA Upstream, ENA Asset
Holdings, BAM, Palm Beach, ENGMC, Intratex, EGLI, EGM, EIM, Garden State, EFM,
LNG Marketing, Calypso, Global LNG, EIFM, ELFI, LNG Shipping, ECTRIC, NETCO,
ERAC, EBF LLC, EFII, ENW, Calcasieu Development, Calvert City Power, RMTC,
ECTMI, EnronOnline, LLC, LOA, St. Charles Development, TLS, OEC, EEOSC,
Ventures, NEPCO, EPICC, NEPCO Power Procurement, NEPCO Services International,
LINGTEC, EGSNVC, LGMC, LRC, LGMI, LRCI, Enron ACS, KUCC Cleburne, ECT Securities
Limited Partnership, ECT Securities LP, ECT Securities GP, Richmond Power,
ECTSVC, Oswego Cogen, EECC, EEPC, and SCC.
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3. RETAIL SERVICES. As of the Initial Petition Date, Retail
Services extended ENE's energy expertise and capabilities to energy end-users in
the industrial and commercial business sectors.(13) The Retail Services
businesses provided energy end-users in the United States and Europe with a
broad range of energy products and services, including sales of natural gas,
electricity, liquids and other commodities, and the provision of energy
management services, such as energy tariff and information services, energy
outsourcing, demand-side management services, and price risk management
services.
4. ELECTRICITY TRANSMISSION AND DISTRIBUTION OPERATIONS. The only
domestic electric utility operation conducted as of the Initial Petition Date by
the Enron Companies was, and continues to be, the business conducted by PGE, a
wholly owned, non-Debtor subsidiary of ENE. PGE is engaged in the generation,
purchase, transmission, distribution, and retail sale of electricity in the
State of Oregon. PGE also sells wholesale electric energy to utilities, brokers,
and power marketers located throughout the western United States. As of December
31, 2002, PGE served approximately 743,000 retail customers. Refer to Section
VIII., "Portland General Electric Company" for further information.
5. NATURAL GAS PIPELINES. As of the Initial Petition Date, the
natural gas pipelines business operated one of the largest gas transmission
systems in the United States spanning approximately 25,000 miles.(14) ENE and
its subsidiaries operated domestic interstate natural gas pipelines extending
from Texas to the Canadian border and across the southern United States from
Florida to California. Included in the Enron Companies' domestic interstate
natural gas pipeline operations were Transwestern, Citrus, Northern Plains, and
NNG, each of which is briefly described below. Refer to Section IX.,
"CrossCountry Energy Corp." for further information about Transwestern, Citrus
and Northern Plains. NNG was sold in February 2002; refer to Section IV.B.5.,
"Asset Sales" for further information.
a. TRANSWESTERN PIPELINE COMPANY. Transwestern, a
non-Debtor, is an interstate pipeline engaged in the transportation of natural
gas. Transwestern is subject to regulation by FERC. Through its approximately
2,600-mile pipeline system, Transwestern transports natural gas from western
Texas, Oklahoma, eastern New Mexico, and the San Juan Basin in northwestern New
Mexico and southern Colorado primarily to the California market and secondarily
to markets off the east end of its system.
b. CITRUS. Citrus, a non-Debtor that is 50% owned by
ENE, owns primarily a FERC-regulated interstate pipeline company, Florida Gas.
This pipeline company transports natural gas for third parties through a
pipeline that extends from south Texas to south Florida.
- -----------------------
(13) In addition to certain non-Debtor affiliates, Retail Services included
the following Debtors: EES, EESO, EESNA, EESOMI, EEIS, EEMC, EESI, EFSI,
EFS-CMS, TSI, EESSH, Artemis, CEMS, Omicron, EFS I, EFS II, EFS III, EFS IV, EFS
V, EFS VI, EFS VII, EFS VIII, EFS IX, EFS X, EFS XI, EFS XII, EFS XIII, EFS XV,
EFS XVII, Jovinole, EFS Holdings, and EA III.
(14) In addition to certain non-Debtor affiliates, natural gas pipelines
included the following Debtors: ETS, EPPI, EAMR, EMMS, EOS, EPCSC, Pipeline
Services, ETPC, Transwestern Gathering, Enron Gathering, EGP, ELSC, EPGI,
Alligator Alley, Methanol, and EPC.
94
c. NORTHERN PLAINS. Northern Plains, a non-Debtor,
either directly or through a subsidiary, holds a general partner interest of
approximately 1.65%, and a limited partner interest of approximately 1.06%, in
Northern Border Partners. Northern Border Partners owns a 70% interest in an
approximately 1,249-mile interstate pipeline system that transports natural gas
from the Montana-Saskatchewan border near Port of Morgan, Montana to
interconnecting pipelines and local distribution systems in the states of North
Dakota, South Dakota, Minnesota, Iowa, and Illinois. Northern Border Partners
owns two additional interstate pipelines and partnership interests in other
energy assets.
d. NNG. NNG was an interstate pipeline engaged in the
transportation of natural gas. NNG was subject to regulation by FERC. Through
its approximately 16,500-mile pipeline system, NNG transported natural gas from
the Permian Basin in Texas to the Great Lakes as well as in other markets in the
production areas of Colorado, Kansas, New Mexico, Oklahoma, Texas, and North
Dakota.
6. GLOBAL ASSETS. As of the Initial Petition Date, Global Assets
included energy-related assets throughout the world that are not included in the
Wholesale or Retail businesses, including, but not limited to, assets in the
United States, Brazil, and India.(15) Global Assets managed most of the Enron
Companies' energy assets and operations (power plants, pipelines, and
distribution companies) outside of North America and Europe. As of the Initial
Petition Date, these operations existed in approximately 18 countries and
territories across the globe, primarily in developing markets. Refer to Section
X., "Prisma Energy International Inc." for further information regarding certain
of these assets.
Global Assets also included (i) ENE's investment in Azurix, a
global water company engaged in the business of owning, operating and managing
water and wastewater assets, providing water- and wastewater- related services
and developing and managing water resources and (ii) Wind, which, together with
its subsidiaries, was an integrated manufacturer and developer of wind power,
providing power plant design and engineering, project development, and
operations and maintenance services.(16)
7. BROADBAND SERVICES. Broadband Services' businesses included
the provision of (i) bandwidth management and intermediation services and (ii)
content delivery services. During 2000, Broadband Services continued its work on
establishing the EIN, a high-capacity, global fiber optic network. At December
31, 2000, Broadband Services had started trading contracts in multiple bandwidth
products and had signed service agreements with several content providers.
- ------------------
(15) In addition to certain non-Debtor affiliates, Global Assets included
the following Debtors: Enron Mauritius, India Holdings, OPP, San Juan Gas, E
Power Holdings, Expat Services, ENIL, EI, EINT, EMDE, EIAM, EBPHXI, EHC, EDM,
EIKH, ECHVI, EIAC, EBPIXI, Paulista, ECFL, EDFL, ACFI, TPC, APACHI, EDC, ETP,
NSH, Enron South America, EGPP, Enron Caribbean, EREC Subsidiary I, EREC
Subsidiary II, EREC Subsidiary III, EREC Subsidiary IV, EREC Subsidiary V,
EBPHI, and EBHL.
(16) In addition to certain non-Debtor affiliates, the Wind business group
included the following Debtors: Wind, Wind Constructors, Wind Development, Wind
Maintenance, EWESC, Wind Systems, Cabazon Power, Cabazon Holdings, Victory
Garden, ZWHC, Zond Pacific, Zond Minnesota, Enron Wind Storm Lake I, Enron Wind
Storm Lake II, Green Power, EWLB, and EREC.
95
However, ultimately, Broadband Services was unable to fulfill its business goals
and, in 2001, it began to wind down its business affairs.(17)
C. DEBTORS' PREPETITION CREDIT FACILITIES
1. ENE CREDIT FACILITIES. Prior to the Initial Petition Date, ENE
maintained several term and revolving credit facilities. The facilities include
the following:
a. $1.75 billion 364-day senior unsecured committed
revolving credit facility for general corporate purposes including commercial
paper backstop. Citibank and JPMCB were Co-Administrative Agents. The facility
closed on May 14, 2001. The facility was fully drawn in October 2001.
b. $1.25 billion long-term senior unsecured committed
revolving credit facility for general corporate purposes including commercial
paper backstop. Citibank and JPMCB were Co-Administrative Agents. The facility
closed on May 18, 2000. The facility was fully drawn in October 2001.
c. $12 million 13-month term credit facility for general
corporate purposes. Toronto-Dominion (Texas) Inc. was the Agent. The facility
closed on December 14, 2000. Toronto-Dominion (Texas) Inc. resigned as Agent in
December 2001.
d. $100 million revolving Promissory Note between ENE,
as borrower, and The Toronto-Dominion Bank, as lender, dated November 15, 1993.
At the Initial Petition Date, the outstanding principal balance under this note
was $55 million.
e. $100 million revolving Promissory Note between ENE,
as borrower, and Barclays, as lender, dated March 15, 1991. At the Initial
Petition Date, the outstanding principal balance under this note was $15
million.
2. PIPELINE CREDIT FACILITIES. Two ENE non-Debtor subsidiaries
entered into corporate revolvers during the fourth quarter of 2001 with a total
commitment of $1.0 billion for general corporate purposes. The facilities
include the following:
a. TRANSWESTERN PIPELINE COMPANY. Transwestern had a
$550 million 364-day senior secured committed revolving credit facility. The
facility was secured by substantially all of the assets of Transwestern. ENE was
the guarantor of the facility. Citicorp North America, Inc. and JPMCB were
Co-Administrative Agents. The facility closed on November 13, 2001, has been
extended through November 6, 2003 and has been converted to a term loan. The
facility was fully drawn on the closing. Refer to Section XIV.H., "CrossCountry"
for further information.
- -------------------
(17) In addition to certain non-Debtor affiliates, Broadband Services
included the following Debtors: EBS, EBS LP, Communications Leasing, ECI Nevada,
ECI Texas, Enrock, Enrock Management, ECG, WarpSpeed, DSG, Modulus, and ETI.
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b. NORTHERN NATURAL GAS COMPANY. NNG had a $450 million
364-day senior secured committed revolving credit facility. The facility was
secured by substantially all of the assets of the borrower. ENE was the
guarantor for the facility. Citicorp North America, Inc. and JPMCB were
Co-Administrative Agents. The facility closed on November 19, 2001. The facility
was fully drawn on the closing. As part of the transfer of NNG to Dynegy, the
ENE guaranty was later released. Refer to Section IV.B.4.b., "Dynegy Merger
Agreement, Related Litigation, and Settlement" for further information.
3. LETTER OF CREDIT FACILITIES. Prior to the Initial Petition
Date, ENE maintained two syndicated committed letter of credit facilities, and
obtained numerous letters of credit from various financial institutions under
uncommitted reimbursement agreements.
a. Trade Finance and Reimbursement Agreement dated as of
September 10, 2001 among ENE, the banks named therein and West LB as Issuing
Bank in the amount of $245 million. There were approximately $166 million in
outstanding letters of credit as of the Initial Petition Date.
b. Letter of Credit and Reimbursement Agreement dated as
of May 14, 2001 among ENE, the banks named therein and JPMCB as Issuing Bank in
the amount of $500 million. There were approximately $290 million in outstanding
letters of credit as of the Initial Petition Date.
c. In addition to the letters of credit referred to
above, there were various letters of credit issued for the benefit of ENE in the
notional amount of approximately $651 million as of the Initial Petition Date.
4. SAN JUAN GAS CREDIT FACILITY. San Juan Gas had a $20 million
364-day revolving credit facility. Banco Bilbao Vizcaya Argentaria Puerto Rico
was the Administrative Agent. ENE was the guarantor of the facility. At the
Petition Date, the outstanding principal amount due under the credit facility
was $14.4 million.
D. DEBTORS' PREPETITION DEBT SECURITIES
Unless otherwise noted, as of the Petition Date, the following
debt securities of the Debtors were outstanding:
NAME OF TRUSTEE / PAYEE / AMOUNT OUTSTANDING AS OF
PRINCIPAL OBLIGEE (AS OF THE PETITION DATE (UNLESS
JULY 31, 2003) INSTRUMENT/CUSIP OR ISIN OTHERWISE NOTED) DEBTOR
- ------------------------------ -------------------------------- -------------------------- ------
The Bank of New York, as 7.00% Exchangeable Note Payable $ 402,650,298.61(18) ENE
Trustee due 07/31/02 (293561882)
Wells Fargo Bank, as Trustee 9.125% Note Payable due 04/01/03 $ 190,856,046 ENE
(293561AQ9)
- -------------------
(18) The parties had a dispute over the outstanding amount of debt, which
was resolved pursuant to an order entered on October 28, 2003. This amount is
the allowed amount of the claim set forth in the order.
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NAME OF TRUSTEE / PAYEE / AMOUNT OUTSTANDING AS OF
PRINCIPAL OBLIGEE (AS OF THE PETITION DATE (UNLESS
JULY 31, 2003) INSTRUMENT/CUSIP OR ISIN OTHERWISE NOTED) DEBTOR
- ------------------------------ -------------------------------- -------------------------- ------
Wells Fargo Bank, as Trustee 9.875% Note Payable due 06/15/03 $ 104,580,903 ENE
(293561AF3)
Wells Fargo Bank, as Trustee 7.875% Note Payable due 06/15/03 $ 336,872,656 ENE
(293561CB0)
The Chase Manhattan Bank, Floating Rate Notes due 06/18/03 $ 324,660,097 ENE
as Issuing and Principal (XS0130764649)
Paying Agent
The Chase Manhattan Bank, 0.77% Bond due 06/18/03 $ 81,334,720 ENE
as Issuing and Principal (XS0130765026)
Paying Agent
Wells Fargo Bank, as Trustee 6.625% Note Payable due 10/15/03 $ 72,269,723 ENE
(293561BN5)
The Chase Manhattan Bank, 0.97% Bond due 06/18/04 $ 81,408,566 ENE
as Issuing and Principal (XS0130823593)
Paying Agent
Wells Fargo Bank, as Trustee 7.625% Note Payable due 09/10/04 $ 191,351,671 ENE
(293561AR7)
Wells Fargo Bank, as Trustee 6.75% Note Payable due 09/01/04 $ 86,323,180 ENE
(293561AY2)
Wells Fargo Bank, as Trustee 6.75% Senior Notes due 09/15/04 $ 40,577,500 ENE
(293561BM7)
Wells Fargo Bank, 4.375% Bond due 04/08/05 $ 368,604,875 ENE
Minnesota, N.A. as Trustee (XS0096366686)
Wells Fargo Bank, as Trustee 8.375% Note Payable due 05/23/05 $ 175,366,406 ENE
(29357WAA5)
The Bank of New York 6.75% Senior Subordinate $ 164,123,200 ENE
Debentures due 07/01/05
(293561AT3)
Wells Fargo Bank, as Trustee 6.625% Note Payable due 11/15/05 $ 250,782,118 ENE
(293561BS4)
Wells Fargo Bank, 9.625% Note Payable due 03/15/06 $ 172,370,780 ENE
Minnesota, N.A. as Registrar (460575AR4)
and Agent Trustee, Paying
Agent
Wells Fargo Bank, as Trustee 6.40% Note Payable due 07/15/06 $ 239,729,931 ENE
(293561BT2)
Wells Fargo Bank, as Trustee 7.125% Senior Notes due 05/15/07 $ 149,501,323 ENE
(293561AX4)
Wells Fargo Bank, as Trustee 6.875% Note Payable due 10/15/07 $ 89,798,837 ENE
(293561AZ9)
Wells Fargo Bank, as Trustee 6.725% Note Payable due 11/15/08 $ 200,635,139 ENE
(293561BP0)
Wells Fargo Bank, as Trustee 6.75% Note Payable due 08/01/09 $ 182,549,719 ENE
(293561BA3)
The Bank of New York 8.25% Senior Subordinate $ 104,563,109 ENE
Debentures due 09/15/12
(293561AS5)
98
NAME OF TRUSTEE / PAYEE / AMOUNT OUTSTANDING AS OF
PRINCIPAL OBLIGEE (AS OF THE PETITION DATE (UNLESS
JULY 31, 2003) INSTRUMENT/CUSIP OR ISIN OTHERWISE NOTED) DEBTOR
- ------------------------------ -------------------------------- -------------------------- ------
Wells Fargo Bank, as Trustee 7.375% Note Payable due 05/15/19 $ 385,658,448 ENE
(293561BX3)
Wells Fargo Bank, Convertible Senior Note due 2021 $ 1,271,856,649 ENE
Minnesota, N.A. as Trustee (293561CC8/293561CD6)
Wells Fargo Bank, as Trustee 7.00% Senior Debentures due $ 17,155,658 ENE
08/15/23 (293561AU0)
Wells Fargo Bank, as Trustee 6.95% Note Payable due 07/15/28 $ 200,456,176 ENE
(293561BW5)
Wells Fargo Bank, as Trustee 6.95% Note Payable due 07/15/28 $ 184,707,191 ENE
(293561BU9)
The Chase Manhattan Bank, 0.52% Bond due 05/15/02 $ 203,196,763 ENE
as Issuing and Principal (XS0129515077)
Paying Agent
The Chase Manhattan Bank, 0.493% Bond due 06/13/02 $ 162,447,128 ENE
as Issuing and Principal (XS0131599044)
Paying Agent
Wells Fargo Bank, as Trustee 6.50% Note Payable due 08/01/02 $ 153,277,083 ENE
(293561BL9)
JPMorgan Chase, as Issuing Enron Corp. Commercial Paper $ 4,340,743.75 ENE
and Paying Agent Program (29356AYW0)
National City Bank, as 7.75% Subordinated Debentures $ 184,275,878 ENE
Trustee due 2016
National City Bank, as 7.75% Subordinated Debentures $ 138,218,479 ENE
Trustee due 2016, Series II
National City Bank, as 7.75% Debentures due 2016 $ 29,483,978 ENA
Trustee
National City Bank, as 7.75% Debentures due 2016 $ 29,483,978 ETS
Trustee
National City Bank, as Subordinated Guaranty of 7.75% $ 29,483,978 ENE
Trustee Debentures due 2016
National City Bank, as Subordinated Guaranty of 7.75% $ 29,483,978 ENE
Trustee Debentures due 2016
National City Bank, as 7.75% Debentures due 2016, $ 22,118,048 ENA
Trustee Series II
National City Bank, as 7.75% Debentures due 2016, $ 22,118,048 ETS
Trustee Series II
National City Bank, as Subordinated Guaranty of 7.75% $ 22,118,048 ENE
Trustee Debentures due 2016 Series II
National City Bank, as Subordinated Guaranty of 7.75% $ 22,118,048 ENE
Trustee Debentures due 2016 Series II
E. CAPITAL STRUCTURE
1. PREFERRED STOCK. ENE authorized a total of 16.5 million shares
of preferred stock. The preferred stock ranks in preference to the common stock
as to distribution of assets of
99
ENE upon the liquidation, dissolution, or winding up of ENE. As of the Initial
Petition Date, ENE had four series of preferred stock outstanding:
a. 9.142% PERPETUAL SECOND PREFERRED STOCK. An aggregate
of 35.568509 shares of ENE preferred stock is designated the 9.142% Perpetual
Second Preferred Convertible Stock. The 9.142% Perpetual Preferred Stock ranks
pari passu with the Cumulative Second Preferred Convertible Stock and senior to
the Mandatorily Convertible Junior Preferred Stock, Series B and Mandatorily
Convertible Single Reset Preferred Stock, Series C. As of the Initial Petition
Date, 35.568509 shares of 9.142% Perpetual Second Preferred Stock were issued
and outstanding. All shares of 9.142% Perpetual Second Preferred Stock are held
by Enron Equity. Refer to Section III.F.21., "Enron Equity Corp." for further
information.
b. CUMULATIVE SECOND PREFERRED CONVERTIBLE STOCK. An
aggregate of 1.37 million shares of ENE preferred stock is designated the
Cumulative Second Preferred Convertible Stock. The Cumulative Second Preferred
Convertible Stock ranks pari passu with the 9.142% Perpetual Second Preferred
Stock and senior to the Mandatorily Convertible Junior Preferred Stock, Series B
and Mandatorily Convertible Single Reset Preferred Stock, Series C. As of the
Initial Petition Date, 1,137,991 shares of Cumulative Second Preferred
Convertible Stock were issued and outstanding. Pursuant to its terms, each share
is convertible to a certain number of shares of ENE common stock.
c. MANDATORILY CONVERTIBLE JUNIOR PREFERRED STOCK,
SERIES B. An aggregate of 250,000 shares of ENE preferred stock is designated
the Mandatorily Convertible Junior Preferred Stock, Series B. The Mandatorily
Convertible Junior Preferred Stock, Series B ranks junior to the 9.142%
Perpetual Second Preferred Stock and the Cumulative Second Preferred Convertible
Stock and senior to the Mandatorily Convertible Single Reset Preferred Stock,
Series C. As of the Initial Petition Date, 250,000 shares of Mandatorily
Convertible Junior Preferred Stock, Series B were issued and outstanding. All
shares of Mandatorily Convertible Junior Preferred Stock, Series B are held by
Condor, which is part of the Osprey/Whitewing financing structure. Refer to
Section III.F.41., "Osprey/Whitewing" for further information. Pursuant to its
terms, each share is convertible to a certain number of shares of ENE common
stock.
d. MANDATORILY CONVERTIBLE SINGLE RESET PREFERRED STOCK,
SERIES C. An aggregate of 182,908 shares of ENE preferred stock is designated
the Mandatorily Convertible Single Reset Preferred Stock, Series C. The
Mandatorily Convertible Single Reset Preferred Stock, Series C ranks junior to
the 9.142% Perpetual Second Preferred Stock, the Cumulative Second Preferred
Convertible Stock and the Mandatorily Convertible Junior Preferred Stock Series
B. As of the Initial Petition Date, 182,908 shares of Mandatorily Convertible
Single Reset Preferred Stock, Series C were issued and outstanding. All shares
of Mandatorily Convertible Single Reset Preferred Stock, Series C are held by
Preferred Voting Trust, which is part of the Marlin financing structure. Refer
to Section III.F.36., "Marlin" for further information. Pursuant to its terms,
each share is convertible to a certain number of shares of ENE common stock.
2. COMMON STOCK. ENE authorized 1.2 billion shares of no par
common stock. As of December 5, 2001, 764,361,414 shares of common stock were
issued and outstanding, and
100
14,503,586 shares were issued and held as treasury stock by ENE. In the event of
liquidation, dissolution, or winding up of ENE, the holders of ENE common stock
are entitled to share ratably in all assets of ENE remaining after provision for
payment of liabilities and satisfaction of the liquidation preference of any
shares of ENE preferred stock that may be outstanding. The holders of ENE common
stock have no preemptive, subscription, redemption, or conversion rights. The
rights, preferences, and privileges of holders of ENE common stock are subject
to those holders of ENE preferred stock.
3. STOCK PLANS. ENE had four Stock Plans under which options for
shares of ENE's common stock have been or could have been granted to officers,
employees and non-employee members of the board of directors. The Stock Plans
allowed for grants of either incentive stock options or nonqualified stock
options. Under three of the Stock Plans, options were not allowed to be granted
at less than the fair market value of a share on the date of the grant. Under
the 1999 stock plan, however, options were granted at an exercise price
designated by the Compensation Committee of the Board. Under the Stock Plans,
ENE could grant options with a maximum term of 10 years. Options vested under
varying schedules. As of October 31, 2001, options were outstanding on
approximately 86.5 million common stock shares. Currently, there is no
expectation that any of these options will be exercised.
F. DEBTORS' FINANCING TRANSACTIONS
Prior to the Initial Petition Date, as part of their business
and to raise funds for a variety of purposes, the Enron Companies entered into a
number of on- and off-balance sheet financing transactions. Certain of those
transactions involved the creation of special purpose entities or structures. As
of the Initial Petition Date, the Enron Companies had approximately fifty
ongoing financing transactions with various lending institutions and other
investors.
Approximately $2.4 billion to $2.9 billion in assets are
associated with these financing transactions. The majority of this value is
associated with the Osprey/Whitewing and Rawhide transactions. Significant
assets are described below in the individual summaries. It is important to note
that there is no guarantee that any value from these assets will inure to the
benefit of the Debtors' estates. Additionally, there are significant liabilities
associated with the financing transactions and several billion dollars in claims
have been filed against the Debtors in connection therewith.
Complete or partial settlements relating to 13 of the
transactions have been addressed in the Plan or approved by the Bankruptcy Court
since the Initial Petition Date. A description of each of the settlements is
included with the individual transaction summary below. Settlement negotiations
are ongoing with respect to several of the other transactions; however, there
can be no assurance that these negotiations will result in value to the Debtors
or a reduction in claims against the Debtors.
On April 8, 2002, the Bankruptcy Court entered an order
appointing the ENE Examiner to investigate the ongoing transactions, as well as
many transactions that had been unwound or otherwise completed prior to the
Initial Petition Date. Refer to Section IV.A.4.b., "ENE Examiner" for further
information The ENE Examiner has filed a series of reports
101
wherein he reported and commented upon these transactions. Refer to Section
IV.A.4.b., "ENE Examiner" for further information.
In addition, many of the financing transactions have been the
subject of various Congressional committee reports and/or widely discussed in
the media. Refer to "Related Documents" at http://www.enron.com/corp/por/ for
further information.
Further information regarding the financing transactions can
be found in the following reports, which identify the factual and legal
conclusions of the authors of those reports based upon their respective
investigations: the ENE Examiner reports, the reports of Congressional
committees, the Powers Report, and any other reports issued by third parties.
The following provides a general description of the Debtors'
significant financing transactions as of the Initial Petition Date. Many of
these ongoing transactions have been, are currently, or may in the future be the
subject of litigation. That litigation may or may not involve the Debtors. The
summaries below, which are based on the Debtors' perspective and which are
subject to further review, elaboration, or modification, are included for
informational purposes only. Given the potential for litigation involving some
of these transactions, it should be noted that the lenders, investors, and other
parties involved in the transactions (as well as the ENE Examiner, governmental
bodies, and other third parties who have reviewed these transactions) may
dispute all or part of these descriptions.
1. AL RAJHI
a. LEGAL STRUCTURE. In July 2001, EMC sold $100 million
of warrants to purchase commodities in the future on the London Metal Exchange
to Man Group Finance Ltd., an entity unaffiliated with the Enron Companies,
which, in turn, sold the warrants to Al Rajhi. Contemporaneously therewith, EMCC
agreed to purchase the warrants from Al Rajhi for $102 million with 169-day
payment terms. ENE guaranteed its affiliates' obligations under the applicable
transaction documents.
b. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. Al
Rajhi potentially has a claim against ENE as guarantor of EMC's and EMCC's
obligations.
2. APACHE/CHOCTAW
a. LEGAL STRUCTURE. Project Apache was a minority
investment financing. In 1999, Sequoia was formed as a FASIT to securitize
30-day receivables of ENE, ENA, and EPMI and to issue securities backed by those
receivables, cash, and short-term commercial paper issued by ENA and ENE. ENE
purchased a $50 million Class A subordinated interest in Sequoia. Ojibway, an
unrelated party, purchased a $2 million Class O interest in Sequoia. Refer to
Section III.F.51., "Zephyrus/Tammy" for further information.
Cheyenne and a bank group led by Rabo Merchant Bank N.V.
formed Cherokee to purchase $1.23 billion in FASIT securities from Sequoia. ENE,
through Seminole and Cheyenne, invested $750 million in Cherokee and received
$750 million of Cherokee common units. The bank group invested $500 million in
Cherokee through Choctaw, with Choctaw receiving $500 million of Cherokee
preferred units.
102
In October 2002, Choctaw purported to exercise its right to
take control of the management of Cherokee.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
<Table>
------------ ------------------
ENE \ / Lucelia Foundation
------------ \ / ------------------
| \ /
| 99.8% LLC \ / .2% LLC
| Interest \ / Interest
| \ /
| \ /
| -------------- --------------
| Seminole Rabo
| Capital Management
| LLC --------------
| Class "A" -------------- --------------
| Subordinated | 100% | $15 million Lenders (15)
| Interest | | Equity
| $50 million -------------- -------------- --------------
| Cheyenne Choctaw |
| Finance SARL Investors BV _______________|
| $485 million
| -------------- -------------- Debt
| \ /
| \ /
| Common Units \ / Preferred Units
| $750 million \ / $500 million
| \ /
- ------------- ------------ ------------
Sequoia Cherokee
Ojibway, Inc. ________________ Financial ______________________ Finance VOF
Class "O" Asset, LLC Senior Interest
- ------------- Owner Interest ------------ $620 million ------------
$2 million | |
| ____________________|____________________
| | | |
------------ ------------ --------------- -------------
$600 million $822 million $20 million Enron Capital
Note from Promissory Promissory Note Ventures, LLC
ENE or Note From From Enron -------------
ENA ENA Netherlands |
------------ ------------ Holdings BV |
--------------- -------------
EBS Ventures,
LLC
-------------
|
|
-------------
Portfolio
Stock
Investments
-------------
</Table>
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. As
of the Initial Petition Date, Cherokee's assets included (a) $620 million of
notes from Sequoia, (b) $822 million note receivable from ENA, (c) $20 million
note receivable from ENHBV, and (d) 100% equity in Enron Capital Ventures, LLC
with underlying assets valued at $3.6 million.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
Cherokee issued a preferred interest to Choctaw totaling $500 million, which is
in default.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENA's
payment obligations under the $822 million note and ENE's guaranty of such
obligation. Refer to Section IV.C.1.d., "Litigation Related to Structures" for
further information.
3. BACKBONE
a. LEGAL STRUCTURE. Backbone 1 was created under the
Backbone 1 Agreement with Wilmington as owner trustee, ABN as the certificate
holder of the class A beneficial interests and Backbone 2 as the certificate
holder of the class B beneficial interests. Backbone 1 was created, among other
things, to (i) acquire dark fiber IRUs (which interests were acquired by
Backbone 1 from LJM2 pursuant to an assignment and assumption agreement; refer
to Section III.G., "Related Party Transactions" for further information), and
(ii) enter into the Backbone A Loan. The beneficial interest certificates issued
in respect of the Class A and Class B interests were in the amount of $3.6
million for the Class A certificate and $64,532,090 for the B certificate.
103
Backbone 2 was created under the Backbone 2 Agreement with
Wilmington acting as owner trustee and BSCS XXIII, Inc. as beneficial interest
holder. The beneficial interest certificate has an aggregate value of $1,000.
Backbone 2 was created, among other things, to (i) enter into the Backbone B
Loan, and (ii) acquire the Class B certificate interest in Backbone 1 with the
proceeds from the Backbone B Loan.
Backbone 1 entered into, and drew down on the Backbone A Loan
with certain banks, including Fleet as syndication agent and co-arranger, and
ABN as administrative agent, sole lead arranger and book runner. The A Loan was
unsecured and issued in the aggregate principal amount of $46.7 million, which
amount was split 50/50 between ABN and Fleet. The A Loan was paid in full on
January 19, 2001.
Backbone 2 entered into, and drew down on the Backbone B Loan
with certain banks, including Fleet as syndication agent and co-arranger, and
ABN as administrative agent, sole lead arranger and book runner. The B Loan is
secured by a security interest in Backbone 2's Class B beneficial interest in
Backbone 1, and issued in the aggregate principal amount of $64,531,090 which
amount was split 50/50 between ABN and Fleet. At the Initial Petition Date,
Backbone 2 owed approximately $45.6 million under the Backbone B Loan.
Backbone 2 entered into a total return swap with EBS LP
pursuant to which Backbone 2 passed through as a fixed payment all monies paid
by the Backbone 1 Class B certificate in return for EBS LP's payment of a
floating amount equal to amounts due under the B Loan.
As part of the transaction, ENE entered into a performance
guarantee in favor of Backbone 2 pursuant to which ENE guaranteed EBS LP's
obligations under the total return swap.
On December 21, 2000, LJM-B2 and Backbone 1 entered into an
Assignment of IRU Agreement pursuant to which LJM-B2 conveyed to Backbone 1 in
exchange for $86,182,810 from Backbone 1, all of LJM-B2's interest in that
certain IRU Agreement dated June 30, 2000, as amended, by and among LJM-B2 and
EBS. Backbone 1 also paid LJM-B2 $27,248,280 for the rights to a pending sales
agreement for certain of the IRUs.
EBS and Backbone 1 then restated their respective rights with
respect to the IRUs in an Amended and Restated IRU Agreement.
B. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
104
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
<Table>
-------------------- ------------ -------
BSCS XXIII, Inc. EBS, L.P. ________________ ENE
(Lord Securities) Guaranty
-------------------- ------------ -------
| | / TRS
$1 K | | Beneficial / (ISDA)
| | Interest /
------------------ | | / -----------
A Certificate ----------------------- B Loan
(equity) Backbone Trust II _____________ 50% ABN
100% ABN (Wilmington) $45.6 MM 50% Fleet
------------------ ----------------------- principal -----------
\ \ / / outstanding
\ \ Class A Class B / /
$2.57 MM \ \ Interest Interest / / $45.6 MM
outstanding \ \ / / outstanding
\ \ / /
------------------------------
Backbone Trust I
(Wilmington)
Assets
------------------------------
</Table>
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE.
During 2000 and 2001, all IRUs in Backbone 1 were sold. At the Initial Petition
Date, the assets of Backbone 1 included a demand note from ENE in the
approximate amount of $1.4 million and a letter of credit issued by BoA ensuring
the payment of a note issued by a third-party purchaser of certain IRUs. In
2002, the letter of credit was drawn by Backbone 1, and, pursuant to a
stipulation and order filed with the Bankruptcy Court, ABN and Fleet withdrew
the cash proceeds from Backbone 1 and issued letters of credit for the benefit
of ENE and its affiliated Debtors. ENE and its affiliated Debtors can draw upon
the letters of credit upon settlement of, or successful contest to, the Backbone
transaction. Unless contest proceedings have been initiated, the letters of
credit will terminate on or about November 13, 2003.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
Backbone 2 owes approximately $45.6 million to ABN and Fleet under the Backbone
B Loan.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. EBS LP
and ENE, as guarantor, may be obligated under the terms of the total return
swap.
f. STRUCTURE RESOLUTION. On October 13, 2003, ENE, EBS
Inc., EBS LP, ABN and Fleet entered into a Settlement Agreement pursuant to
which (i) ENE will receive approximately $12.3 million; (ii) ENE will indemnify
ABN and Fleet against certain potential third party claims for a period of 3
years from executing the Settlement Agreement; (iii) ABN and Fleet will withdraw
all claims filed in connection with the Backbone transaction; and (iv) the
parties to the Settlement Agreement will receive certain limited releases. On
October 23, 2003, the Bankruptcy Court entered an order approving the Settlement
Agreement.
4. BAMMEL/TRIPLE LUTZ
a. LEGAL STRUCTURE. Three transactions comprise the
Bammel Gas structure:
(i) BAMMEL GAS TRUST TRANSACTION (DECEMBER
1997). Pursuant to this transaction HPL and HPLR (x) conveyed 80 bcf of Storage
Gas to BGT, an entity held by
105
Sundance and BoA,(19) for $232 million and (y) received from BGT the right to
use the transferred gas pursuant to a pressurization and storage gas borrowing
agreement (which right was subsequently transferred on May 31, 2001 to BAM)(20).
On May 31, 2001, HPL repurchased 25 bcf of such Storage Gas from BGT, leaving
only 55 bcf of cushion gas with BGT.
(ii) ASSET HOLDINGS TRANSACTION (NOVEMBER 1999).
ENE and HPL formed HPL Asset Holdings L.P. (n/k/a ENA Asset Holdings L.P., a
Whitewing entity). HPL contributed its Bammel storage and gas transportation
assets in consideration for a 99.89% limited partnership interest and a .01%
general partnership interest in Asset Holdings. ENE indirectly contributed $1
million for a .1% limited partnership interest in Asset Holdings.
Contemporaneously, Asset Holdings leased back the Bammel assets to HPL for an
eighteen-year term (which lease rights were subsequently transferred to BAM on
May 31, 2001 for an extended term through July 31, 2031), with a rent payment of
approximately $86 million/year.
Concurrently, HPL contributed its general partnership interest
in Asset Holdings to Blue Heron I LLC in exchange for a membership interest in
Blue Heron I LLC, and then contributed its interest in Blue Heron I LLC, and its
limited partnership interest in Asset Holdings to Whitewing LP in exchange for a
limited partnership interest in Whitewing LP.
(iii) PROJECT TRIPLE LUTZ (MAY 31, 2001). Through
a series of transactions (including the transfer by HPL of its limited
partnership interest in Whitewing LP, its leasehold interest in the Prime Lease
Assets and various other interests to BAM) and for an upfront payment of $726
million, including $274 million of prepaid lease payments (x) ENE sold the stock
of HPL and HPLR, along with gas inventory, to AEP Holding, (y) AEP Holding
obtained (A) a thirty-year sublease for the Prime Lease Assets, (B) a lease of
the Bammel storage compressor site, the Looper pipeline system, Bammel
compressors and metering equipment owned by BAM and used in connection with the
operation of the leased assets and the Prime Lease Assets, and (C) the right to
use certain cushion gas (55 bcf owned by BGT and 10.5 bcf owned by BAM) pursuant
to a right to use agreement, dated May 31, 2001,(21) and (z) AEP Holding was
granted a purchase option to purchase the Prime Lease Assets, the assets set
forth in subsection (c) of this paragraph,(22) and the cushion gas.(23)
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
- --------------------------
(19) Each of BoA's and Sundance's interest comprises 3% of BGT's overall
capitalization.
(20) This right to use is set forth in the Amended and Restated
Pressurization and Storage Gas Borrowing Agreement, dated as of May 30, 2001, by
and among BAM, Asset Holdings, and the Bank of New York, as trustee of BGT.
(21) Payments of rent under the sublease are intended to compensate BAM for
AEP Holding's use of the cushion gas under the right to use agreement.
(22) These assets were leased via the sublease agreement.
(23) AEP Holding has not exercised this option which, arguably, has expired.
106
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
<Table>
- -------------
Blue Herron I ENE___
Delaware LLC | | --------
- ------------- 100% | | 100% Rawhide
Whitewing | | |
Delaware LP | | LP |
- ------------- | | GP |
Peregrine | Ponderosa _______ Sundance Bank of Bank
Delaware LLC | | America Syndicate
- ------------- | | | |
| | | 50% 50% | |
| | |______________| |
| | | |
100% | | | Equity | Debt
| | | 6% cap ($14 mm) | $218 mm
| | | |
- ------------------ | |
ENA Assets Holding ----------- --------------- --------------- ---------------- |
(Delaware LP) _______ Prime Lease ___ BAM Lease Co __ Press. Agmt __ Bammel Gas Trust _________|
- ------------------ ----------- (Delaware Corp)__Purchase Option__
| --------------- --------------- ----------------
| / \ \
| / | | / \ \
| / | | / \ 55 BCF
| / | | / \ Of gas
| / | | / \
| Owned Assets Sub Right Interest Gas Mkt Agmt
| - Looper Pipeline Lease to rate/Gas |
| System | Use Swap |
| - Compressors | | | |
| - Metering Equipment | | | |
| - 13.75 bcf of GAS HPL Bank of ENA
| | America Marketing
Bammel Assets |
- - Storage Facility | 100%
- - Houston Loop |
- - Texas City Loop AEP
- - Software
- - Storage Facility Equipment
</Table>
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. BAM
currently has rights to 13.75 bcf of gas, 2.3 bcf of which is non-recoverable,
in the Bammel storage facility plus ownership of certain other assets such as
the Bammel storage compressor site, the Looper Pipeline System, compressors, and
metering equipment. It also leases from ENA Asset Holdings, under the Prime
Lease, the Bammel storage facility and related equipment, the Houston Loop, the
Texas City Loop and software. In addition to the foregoing assets, ENA Asset
Holdings also has potential claims against BAM in its bankruptcy that could
affect the recovery of BAM's other creditors.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
BAM has potential liabilities under the pressurization agreement, Prime Lease,
the sublease, and the right to use agreement, all described above. In addition,
ENA Asset Holdings is a party to the pressurization agreement, Prime Lease and
purchase option, all described above, and the Consent and Acknowledgement
described below, pursuant to which it has potential liabilities.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. As part
of the Bammel Gas Trust Transaction and pursuant to a performance guaranty
amended and restated in connection with Project Triple Lutz, ENE guaranteed the
punctual performance and payment of the obligations of BAM, Asset Holdings, and
ENA under certain transaction documents, including
107
the pressurization agreement with BGT, whether for indemnities, fees, swap
payments and other advances, or payments thereunder. In addition, pursuant to an
assurances and indemnity agreement, Enron guaranteed, for the benefit of AEP
Holding, HPL and Lodisco, LLC, the payment and performance of the liabilities,
indemnities, obligations, covenants and duties arising under certain agreements,
including the sublease, right to use agreement and purchase option.
By virtue of a Consent and Acknowledgement Agreement
containing language that may be subject to conflicting interpretations, Asset
Holdings may be obligated to continue to acknowledge AEP Holdings' right to
sublease the Bammel assets.
5. BCI NOTE
a. LEGAL STRUCTURE. In December 1999, ETB, a wholly
owned indirect subsidiary of ENE, issued the ETB Note to EDF, a wholly owned
indirect subsidiary of ENE. At the same time, Elektro, an indirect subsidiary of
ENE, issued a $213,090,185.24 note to ETB on the same terms as the ETB Note.
In June 2000, in connection with the closing of a buy and
sellback agreement entered into between ENE and BCI, ENE purchased the ETB Note
from EDF at par. ENE and BCI then entered into the buy and sellback agreement in
July 2000, whereupon ETB reissued the ETB Note to BCI. The buy and sellback
agreement required BCI to purchase the ETB Note from ENE at par and required ENE
to repurchase the ETB Note in June 2006, or sooner upon the occurrence of
certain events, for the then-outstanding balance thereof.
b. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. ENE
indirectly holds 100% of the capital stock of ETB. ETB holds a majority of the
preferred shares of Elektro. With respect to ETB, the Elektro note to ETB may be
considered an asset; however, such asset is offset by a corresponding liability
pursuant to the ETB Note.
c. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
The debt evidenced by the ETB Note and the Elektro note to ETB.
d. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. As of
the Initial Petition Date, the principal amount outstanding under the ETB Note
was $213,090,185.24, for which ETB was primarily liable and ENE was a guarantor.
e. STRUCTURE RESOLUTION. As of December 31, 2002, the
ETB Note's maturity was extended, its effective interest rate was reduced, and
its semi-annual payment dates were modified. ENE's obligation to repurchase the
note was extinguished. Additionally, Elektro effectively became a guarantor of
ETB's obligations under the ETB Note.
6. BOB WEST TREASURE L.L.C.
a. LEGAL STRUCTURE. ENA formed BWT, a Delaware limited
liability company, effective December 15, 1999. As of the Initial Petition Date,
the membership interests in BWT consisted of ENA as the managing member, and LJM
Norman and SE Thunderbird, both as members.
108
Prior to the Initial Petition Date, BWT entered into a series
of agreements in connection with partially financing EEX Corporation's(24)
acquisition of certain entities owned by Tesoro Petroleum Corporation and its
affiliates. The entities acquired by EEX Corporation included EEX E&P, which,
among other things, was engaged in exploration, production, gathering,
transportation, and marketing of oil, natural gas, condensate, and associated
hydrocarbons.
Pursuant to the BWT Forward Contract, BWT (i) prepaid EEX E&P
$105 million to buy certain quantities of natural gas to be delivered over time
and (ii) appointed EEX E&P as its marketing agent to sell the natural gas on
BWT's behalf and deliver the gas proceeds to BWT on a monthly basis at the BWT
Gas Index Price. EEX E&P's obligations to BWT under the BWT Forward Contract
were secured by mortgages and security agreements on certain real and personal
properties of EEX E&P. Moreover, pursuant to an undertaking agreement, EEX
Corporation effectively guaranteed certain of EEX E&P's obligations to BWT under
the BWT Forward Contract.
To hedge certain of its risks under the BWT Forward Contract,
BWT entered into the BWT Swap with ENA to document: (a) a natural gas swap
whereby ENA was to pay a fixed price in exchange for the BWT Gas Index Price and
(b) two interest rate swaps whereby BWT was to receive LIBOR and pay ENA a fixed
rate. ENE guaranteed ENA's obligations under the BWT Swap and EEX E&P guaranteed
BWT's obligations under the BWT Swap. BWT's obligations to ENA under the BWT
Swap were secured by a second priority lien and security interest on certain of
BWT's assets, including a second priority collateral assignment of all
collateral granted to BWT by EEX E&P as security for EEX E&P's obligations under
the BWT Forward Contract.
In addition to entering into the BWT Forward Contract and the
BWT Swap, BWT made a $3 million capital contribution to acquire a 50% membership
interest in EEX Reserves. EEX Reserves owns 100% of the equity of EEX E&P.
Thereafter EEX Capital and BWT entered into a call agreement pursuant to which
(a) EEX E&P had the ability to terminate the BWT Forward Contract prior to its
termination date and (b) EEX Capital had the ability to purchase BWT's
membership interests in EEX Reserves.
In connection with the BWT Forward Contract, BWT obtained a
$105 million loan from a syndicate of financial institutions led by RBC. The
loan was secured by a first priority lien and security interest on all of the
assets of BWT, including a collateral assignment of all collateral granted to
BWT by EEX E&P as security for EEX E&P's obligations under the BWT Forward
Contract. In connection with this loan, BWT purchased an insurance policy from
EFR, guaranteed by Swiss Re, for the benefit of the lenders. EFR, in turn,
entered into a swap arrangement with Enron Re, whereby Enron Re took the first
loss position on the insurance policy up to $10 million, plus 10%, of any claim
amounts thereafter. ENE guaranteed Enron Re's obligations under the swap
arrangement. Immediately prior to March 31, 2003, Enron Re had exposure under
the reinsurance swap.
- -------------------------
(24) EEX Corporation is a third party entity and is not an affiliate of any
of the Debtors.
109
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
<Table>
-----------------
ENA/LJM Norman/
SE Thunderbird
-----------------
|
| Equity
ISDA Master |
- ----- Agreement ----------------------- Loan Agreement --------------
______________________ ________________ Financial
ENA Bob West Treasure LLC Institutions
- ----- ____ --------------
| ----------------------- | |
| | | |
| Prepaid Purchase of Natural | | |
| Gas Agreement | | | Insurance
| | | | Policy
| ----------------------- | |
| EEX E&P Company, LP | Equity |
| ----------------------- | |
| Guaranty | | ------------
| Equity | | Swiss Re
| | | ------------
| ------------------------- | | ISDA Master
| EEX Reserves Funding, LLC____| | Agreement
| ------------------------- |
| | ------------
| Equity | Enron Re
| | ------------
- ----- ------------ |
ENE EEX Corp. | Guaranty
- ----- ------------ |
|________________________________________________________________________|
</Table>
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. As
of the Initial Petition Date, BWT's assets were comprised of the BWT Forward
Contract, the security interests in EEX E&P's assets related thereto, and an
equity interest in EEX Reserves.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
Immediately prior to March 31, 2003, BWT (a) owed the financial institutions
principal and interest under the BWT loan agreement, and (b) had exposure under
the BWT Swap.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. Prior
to March 31, 2003, ENA had exposure under the BWT Swap. ENE was a guarantor of
ENA's obligations under the BWT Swap and Enron Re's obligations under the
reinsurance swap.
f. STRUCTURE RESOLUTION. In March 2003, ENE and ENA
received approval of a settlement agreement that was entered into by and among
EEX E&P, EEX Capital, BWT, ENA, Enron Re, EFR, RBC, in its capacities as
administrative agent and collateral agent, Royal Bank of Canada (Caribbean)
Corporation, in its capacity as bank insurance trustee (for purposes of
specified provisions only), RBC Dominion Securities Inc. (for purposes of
specified provisions only), and other transaction documents referenced therein,
including mutual releases with certain of the parties. The comprehensive
settlement generally provided for: (a) the termination of the BWT Forward
Contract; (b) the exercise by EEX Capital of its call option under a call
agreement between EEX Capital and BWT; and (c) from the proceeds received by BWT
upon the termination of the BWT Forward Contract (together with other proceeds
from BWT and from BWT's cash collateral account at RBC), the (i) repayment of
principal and interest owed by BWT under the BWT loan agreement, (ii) repayment
to EFR of amounts paid
110
by EFR under an insurance policy, (iii) payment to ENA of amounts owing to ENA
pursuant to the termination and settlement of the BWT Swap, and (iv) repayment
to Enron Re of amounts, if any, paid by Enron Re in connection with the
reinsurance swap (and not previously reimbursed to Enron Re). The settlement
closed on March 31, 2003.
7. BRAZOS LP
a. LEGAL STRUCTURE. In December 2000, Brazos LP, a
limited partnership formed under the laws of Delaware, received cash
contributions from its limited partner (99.9999% interest) Brazos Trust, a
Delaware business trust, and its general partner (0.0001% interest) Agave, a
wholly owned subsidiary of ENA. The cash contributed by Brazos Trust as
consideration for its limited partner interest in Brazos LP was generated from
debt and equity issued by Brazos Trust to third-party financial institutions. In
addition, this structure facilitated additional investments of debt and equity
by financial institutions in Brazos Trust and in turn by Brazos Trust in Brazos
LP.
Brazos LP's primary business purpose is to acquire, own, hold,
operate, manage, and dispose of production payments and term overriding royalty
interests and to engage in any other activities incidental, necessary, or
appropriate to the foregoing. Brazos LP used cash contributions made primarily
by its limited partner, Brazos Trust, to acquire such production payments and
royalty interests from ENE affiliates and third parties from time to time. In
December 2000, Brazos LP entered into (i) an ISDA Master Agreement with ENA and
associated commodity and interest rate confirmations, and (ii) two commodity
purchase and sale agreements for the sale of crude oil and natural gas to ERAC,
an ENA affiliate, and ENA, respectively. Brazos LP subsequently entered into a
gas purchase and sale agreement with ENA Upstream, an ENA affiliate.
In December 2000, Brazos LP retained Agave to act as servicer
to perform certain operating activities and as balancer to advance money to
Brazos LP, subject to certain conditions, should a shortfall occur in amounts
owed to Brazos LP due to a timing difference between scheduled volumes of
commodities to be delivered in a month and actual volumes of commodities
delivered in that month.
ENE guaranteed its affiliates' obligations under the
applicable transaction documents, except those of Brazos LP.
111
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
<Table>
Production Payments/
---------------- Team Overriding ----------------- ---------------
Royalty Interests
Producers -------------------------- --------------
99.9999% Equity
---------------- Interest Brazos ----------
Commodity ---------- VPP Financial
Purchase Trust ---------- Institutions
---------------- and Sale Debt
Guaranty ENE Agreements --------------
----------- Affiliates --------------------------
| ----------------
| Brazos ---------------
| VPP
| Limited
| Partnership
|
| -------------- ---------------
| 0.0001%
| Interest
| ISDA Master ---------- --------------
| Agreement Agave 100%
| ENA ---------------------- VPP, LLC ---------- ENA
| ----------
| Balancing --------------
| Agreement
| -------------- ---------------
| | |
| Guaranty | ---------------- | Guaranty
| | |
| --------------------------------- ----------------
| ENE
---------------------------------------------------------
----------------
</Table>
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. As
of the Initial Petition Date, Brazos LP held four separate production payments
and/or term overriding royalty interests which provide crude oil and natural gas
to Brazos LP, and an ISDA Master Agreement with associated confirmations with
ENA.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
As of the Initial Petition Date, (i) Brazos LP owed the delivery of crude oil
and natural gas to ENA affiliates, (ii) Brazos LP may have owed a mark-to-market
payment to ENA under the ISDA Master Agreement and associated confirmations
between ENA and Brazos LP if they had been terminated, (iii) Brazos LP may have
had cash distribution obligations to its contractual counterparties, including,
without limitation, Agave, ENA Upstream, ERAC, and Brazos Trust, and (iv) Brazos
Trust may have had cash distribution obligations to the holders of debt and
equity instruments issued by Brazos Trust to third-party financial institutions.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENA may
have exposure to Brazos LP under the ISDA Master Agreement and related
confirmations between ENA and Brazos LP upon termination and settlement thereof.
Claims may be made against ENA, ENA Upstream and ERAC under commodity purchase
and sale agreements with Brazos LP. ENE has guaranteed the obligations of ENA,
Agave, ENA Upstream, and ERAC under various agreements between those entities
and Brazos LP.
f. SIGNIFICANT ACTIVITY SINCE INITIAL PETITION DATE. As
of April 19, 2002, Agave ceased being the general partner of Brazos LP. As of
July 30, 2002, (i) Agave ceased being servicer and having balancing obligations
to Brazos LP, (ii) Brazos LP and Brazos Trust waived certain claims against
Agave for breach of its obligations as former general partner of Brazos LP and
in respect of its servicing and balancing obligations to Brazos LP, and (iii) to
the
112
extent of such waivers, Brazos LP and Brazos Trust released ENE from its
guarantee of those obligations.
8. CASH V
a. LEGAL STRUCTURE. In June 1997, EPMI assigned the
rights to a stream of capacity payments from VEPCO to CashCo 5. CashCo 5
assigned its rights to the capacity payments to Cash V Trust. Cash V Trust
issued notes and certificates in the amount of approximately $131 million to
fund the purchase of the assigned capacity payments.
Cash V Trust retained EPMI to act as its servicer. The
servicer has an obligation to provide liquidity to Cash V Trust in an amount no
greater than approximately $3.9 million to cover timing delays associated with
payment by VEPCO.
ENE guaranteed EPMI's obligations under the applicable
transaction documents.
VEPCO terminated the capacity contract in November 2001.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
-------------------------
EPMI
-------------------------
| |
| |
| Assigns Accounts
| &
| Cash Flows
| |
| |
------------------------- Servicer -------------------------
CASHCo5 ------- Agreement ------- SERVICER
(EPMI)
------------------------- -------------------------
| |
| |
| Contractual
| Assets
| |
| | ---------------
| | ---------------- Notes
------------------------- | ---------------
----------
CASH V Trust
----------
------------------------- |
| ---------------
--------------- Certificates
---------------
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. The
structure holds a potential claim against VEPCO for termination damages.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
As of the Initial Petition Date, Cash V Trust had obligations of approximately
$68.3 million.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENE
guaranteed the obligations of EPMI.
113
9. CASH VI
A. LEGAL STRUCTURE. On June 19, 1998, ECTRIC, a Delaware
corporation, assigned to ECTEF, a wholly owned non-Debtor subsidiary of ECTRIC,
all of its rights and obligations pursuant to an in-the-money electricity
derivative contract dated April 1, 1996, with British Energy Generation Limited,
a wholly owned subsidiary of British Energy (formerly known as Nuclear Electric
Limited and also AGR & PWR Co. Limited).
ECTEF assigned its rights to any payments under the contract
to CashCo 6, a wholly owned subsidiary of ECTRIC. CashCo 6 in turn assigned its
rights to any payments under the contract to Cash VI Trust.
Cash VI Trust issued $56,185,004.02 in notes to Barclays to
fund its purchase of the contract payments from CashCo 6. The Cash VI Trust
entered into swaps with ECTRIC to hedge its interest rate, currency, inflation,
and power price risks. Cash VI Trust retained ECTRIC to act as its servicer.
ENE issued a performance guarantee to the Cash VI Trust, for
the benefit of the noteholder, of the obligations of ECTEF, CashCo 6, and ECTRIC
under the applicable transaction documents.
After the Initial Petition Date, ECTEF and British Energy
Generation Limited entered into negotiations for a settlement of ECTEF's claims
under the contract, but a settlement was never executed. On November 28, 2002,
British Energy announced that it was seeking to negotiate a financial
restructuring of the British Energy Group to avoid an English insolvency
proceeding. ECTEF terminated the contract on December 9, 2002. Refer to Section
IV.B.4.f., "British Energy" for further information.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
114
(GRAPH)
<Table>
---------------------------
ECTRIC
------------------ ---------------------------
British Energy |
------------------ | Swaps
| | |
Fixed | | --------------------------- $56 mm ---------------
Payment | | ----------------------
| | Floating CASH 6 Trust Lenders
| | Payment ----------------------
| | --------------------------- Principal & Interest ---------------
| | | |
| | | |
| | $56mm | |
| | | | Price Balancing Payment
| | | |
| | Floating | |
----------------- Payment ---------------------------
---------------
ECTEF LLC --------------- CASHCo 6
Fixed Payment
----------------- -------------- ---------------------------
$56mm
</Table>
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. As
of the Initial Petition Date, Cash VI Trust was the assignee of the proceeds
under the derivative contract. As noted above, the British Energy Group is
undergoing a restructuring. Refer to Section IV.B.4.f., "British Energy" for
further information.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
As of the Initial Petition Date, Cash VI Trust had note obligations to Barclays
of approximately $50 million and swap obligations to ECTRIC of approximately $32
million.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENE
issued the performance guaranty noted above.
10. CERBERUS
a. LEGAL STRUCTURE. In November 2000, EAH assigned 11.5
million common shares of EOG Resources to Aeneas. In exchange for such
assignment, EAH received a Class A membership interest in Aeneas and a right to
receive a special distribution on the closing date after the execution of the
amended and restated limited liability company agreement of Aeneas. The Class A
Interest represented 100% of the voting interest and a .01% economic interest in
Aeneas. However, EAH could not cause Aeneas to take certain actions, including
to sell, or otherwise dispose of, the EOG Resources shares without the consent
of Heracles Trust.
Aeneas issued a Class B membership interest to Psyche in
exchange for a promissory note. Psyche then assigned the Class B membership
interest to Heracles for $517.5 million and used the proceeds to repay the
promissory note to Aeneas. Heracles entered into a facility agreement with RBC
to fund the purchase of the Class B membership interest.
115
The structure was amended on January 31, 2001, primarily to
incorporate Rabobank as the credit support provider to RBC. EAH assigned (i) its
right to receive distributions from Aeneas to Psyche and (ii) its right to
receive distributions from Psyche to RBC. EAH assigned all of its remaining
interest in Aeneas and Psyche to EESO. RBC assigned the interests received from
EAH to Rabobank.
Additionally, at the time of the amendment, Rabobank and RBC
entered into a total return swap agreement pursuant to which Rabobank agreed to
pay RBC an amount equal to the principal and interest payable by Heracles, and
RBC agreed to pay Rabobank all amounts actually paid by Heracles under the
facility agreement.
Rabobank and ENA entered into an equity-linked swap agreement
for the scheduled term of the facility agreement, pursuant to which (i) ENA
agreed to pay Rabobank (x) a floating rate based on LIBOR plus a margin on the
approximate original principal amount borrowed under the facility agreement, and
(y) if the price per share realized by Rabobank upon the sale of a reference
portfolio of EOG Resources stock is less than the strike price specified in the
swap, an amount equal to the strike price minus the realized price multiplied by
11.5 million; and (ii) Rabobank pays ENA (x) amounts equal to dividends paid on
the EOG Resources shares, and (y) if the price per share realized by Rabobank
upon the sale of a reference portfolio of EOG Resources stock is greater than
the strike price specified in the swap, an amount equal to the realized price
minus the strike price multiplied by 11.5 million.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
Cerberus Structure
------------ Equity Linked Swap ------------
ENE __________________ Rabobank ------
------------ | ------------ |
| | |
| | |
-------------------- | |
| | | |
| 100% | 100% | |
------------ ---------- |
EESO ENA |
------------ ---------- |
| |
| Total
-------------- Return
| Swap
A Membership | |
Interest | ------------ |
--------------- B Membership Interest Heracles |
Aeneas LLC ___________________________ Trust |
--------------- ------------ |
Loan | |
| |
---------- |
RBC --------
----------
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. As
of the Initial Petition Date, Aeneas held 11.5 million shares of EOG Resources.
These shares were sold in
116
November 2002, and the proceeds are in escrow. Refer to Section IV.B.5., "Asset
Sales" for further information.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
$517 million loan from RBC.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENA's
obligations, and ENE's guaranty thereof, under the equity linked swap with
Rabobank.
f. STRUCTURE RESOLUTION. In September, 2003 ENE, ENA,
EESO and certain other Enron Companies, RBC, Rabobank, and the Creditors'
Committee obtained Bankruptcy Court approval of a Settlement Agreement related
to the Cerberus structure. Pursuant to the Settlement Agreement, among other
things, (i) ENE received approximately $288 million, (ii) RBC received
approximately $154 million, (iii) RBC retains an Allowed General Unsecured Claim
against ENE in the amount of $226 million, (iv) all other proofs of claim
related to the Cerberus structure have been withdrawn by the parties to the
Settlement Agreement, and (v) the parties to the Settlement Agreement received
certain mutual releases. On October 3, 2003, the parties to the Settlement
Agreement consummated the transaction contemplated thereunder. On the same day,
a notice of appeal of the approval order was filed by one of the parties that
objected to the Settlement Agreement. The appeal is currently pending before the
District Court for the Southern District of New York.
11. CITIBANK/DELTA PREPAYS
a. LEGAL STRUCTURE. At the Initial Petition Date, the
six prepay transactions described below involving Citibank and Delta were
outstanding. On the closing date of each transaction, ENA entered into two swap
transactions, one with Delta and one with Citibank. Under one swap (i) the
prepay counterparty made a prepayment of the fixed amount due under the swap to
ENA, and (ii) ENA agreed to make (x) periodic floating payments based on the
price of a barrel of crude oil multiplied by a set number of barrels, and (y) a
final payment of not more than a capped amount set under the swap. Under the
second swap, ENA (i) received from the swap counterparty a periodic floating
payment based on the price of a barrel of crude oil multiplied by a set number
of barrels, (ii) paid a periodic fixed payment, and (iii) paid a final payment
of not less than the transaction amount minus a floating amount based on the
price of a barrel of crude oil multiplied by a set number of barrels. ENE
understands that Citibank and Delta entered into related transactions on each
closing date, but ENE has no information related to the performance under, or
possible termination of, those transactions. The following is a brief summary of
the transactions on each closing date:
- ---------------------------------------------------------------------------------------------------------------------------
TRANSACTION TRANSACTION PREPAY SWAP
DATE AMOUNT COUNTERPARTY COUNTERPARTY
- ---------------------------------------------------------------------------------------------------------------------------
December 1999 $800,000,000 Delta Citibank
- ---------------------------------------------------------------------------------------------------------------------------
February 2000 (pound) 206,750,000 Delta Citibank
- ---------------------------------------------------------------------------------------------------------------------------
August 2000 $475,000,000 Citibank Delta
- ---------------------------------------------------------------------------------------------------------------------------
May 2001 $475,000,000 Citibank Delta
- ---------------------------------------------------------------------------------------------------------------------------
May 2001 (pound) 109,500,000 Citibank Delta
- ---------------------------------------------------------------------------------------------------------------------------
May 2001 (euro) 170,000,000 Citibank Delta
- ---------------------------------------------------------------------------------------------------------------------------
117
b. STRUCTURE DIAGRAM AS OF THE INITIAL PETITION DATE.
(GRAPH)
-------------------------------
Swap
Counterparty
-------------------------------
Periodic fixed payment*
Periodic floating payment final payment
-------------------------- ------------------------
Periodic fixed payment* Periodic floating payment
final payment
-------------------------- -------------------------
Periodic floating payments*
------------- final payment -------------
ENA ---------------------------------------
Guaranteed Prepay
by ENE --------------------------------------- Counterparty
------------- Prepay (fixed -------------
amount at closing)
c. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENA,
and ENE as guarantor, are obligated under the swap transactions described above.
12. CORNHUSKER
a. LEGAL STRUCTURE. ENA indirectly owns 100% of the sole
limited partner (10%) in Ponderosa Ltd., which owns a 263-MW cogeneration
facility located in Cleburne, Texas. DPC indirectly owns 100% of the general
partner interests (90%) in Ponderosa Ltd.
DPC's wholly owned subsidiary, PPE, entered into the PPE loan
agreement with various financial institutions to finance a portion of its
acquisition of the general partner interests in Ponderosa Ltd. Contemporaneous
with the PPE loan agreement, DPC Ponderosa, the direct 100% parent of PPE, and
KBC, the agent to the financial institutions party to the PPE loan agreement,
entered into the DPC option agreement, whereby KBC, as agent, was granted an
irrevocable option to purchase all of DPC Ponderosa's interest in PPE.
Also contemporaneous with the execution of the PPE loan
agreement and the DPC option agreement, ENE entered into the Cornhusker swap
with KBC, in its capacity as agent for the financial institutions, pursuant to
which ENE (or its designee) was granted an irrevocable option to purchase (i)
the interest in the obligations of PPE under the PPE loan agreement or (ii) the
interest in PPE obtained through the exercise of the purchase option under the
DPC option agreement.
Also under the Cornhusker swap, ENE agreed to make fixed
quarterly payments to KBC equal to the cost of carry on the principal amount
outstanding under the PPE loan agreement, plus the commitment fee for a
revolving credit commitment under the PPE loan
118
agreement. KBC agreed to make quarterly payments to ENE of all amounts received
from PPE in respect of the loans made under the PPE loan agreement. The
Cornhusker swap also provided that upon the maturity or acceleration of the
loans under the PPE loan agreement, ENE will pay to KBC all principal, interest,
and other sums due to KBC on such date, and KBC will pay to ENE all monies
received from PPE in respect of the loans as of such date.
Additionally, PPE and ENA entered into three agreements
associated with PPE's indirect ownership interests in Ponderosa Ltd.: (a) a
corporate services agreement whereby ENA is to provide, either itself or through
affiliates or subcontractors, corporate, administrative, staffing, and project
and asset management support services; (b) an oral gas management agreement
whereby ENA is to provide gas management services to Ponderosa Ltd.; and (c) a
consulting services agreement whereby PPE is to provide consulting services to
ENA on matters relating to the development and implementation of energy
strategies in Texas.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
---------- ----------------
ENE Delta Power
---------- Company, LLC
| ----------------
| || 100%
| ||
| Option ----------------
| 100% ____________________ DPC
| | Ponderosa, LLC
| | ----------------
| | ||
| | || 100%
----------- --------- ----------------
Total Return Ponderosa Pine
ENA Swap Lenders Loan Agreement Energy, LLC
_______________ ________________ ("PPE")
----------- --------- ----------------
| ||
| 100% ||
| __________________||
- ----------------- _____________|__________________|_________
ECT Merchant | | | |
Investments Corp. | 100% | | |
- ----------------- | | | |
| ---------------- | | |
| Ponderosa Pine | | |
| 100% Energy, Inc.(1) | 99.00% | 100% | 100%
| ---------------- | (LP) | |
| | | | |
---------------- | 1.00% | | |
KUCC | (GP) | | |
Cleburne LLC | ----------------- --------- ---------------
---------------- |
| ___ "A" "B" "C"
|
| 10.00% ----------------- --------- ---------------
| (LP) | 55.00% | 13.37% | 21.63%
| | (GP) | (GP) | (GP)
__________________________________|____________________|_________|
|
|
------------------
Ponderosa
Pine Energy
Partners, Ltd.(3)
("PPEP")
------------------
(1) f/k/a Tenaska IV, Inc.
(2) f/k/a Tenaska IV Partners, Ltd.
(3) f/k/a Tenaska IV Texas Partners, Ltd.
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE.
Ponderosa Ltd. owns a 263-MW cogeneration facility located in Texas and
associated contracts.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
The lenders to PPE had outstanding approximately $216.4 million.
119
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENE's
payment obligations under the Cornhusker swap.
13. DESTEC PROPERTIES LIMITED PARTNERSHIP
a. LEGAL STRUCTURE. In September 1997, DPLP, a wholly
owned subsidiary of ENA, assigned its rights to royalty payments due from HL&P
to CoalCo for $110 million. CoalCo, in turn, assigned such rights to the royalty
payments to the DPLP Trust for $110 million.
The DPLP Trust issued $150 million of notes with a maturity
date of February 5, 2013. ENA entered into a swap agreement with DPLP Trust
whereby ENA paid the monthly interest obligation of the Trust and ENA received a
floating payment. ENA also received approximately $40 million for entering into
the swap. A $9 million letter of credit issued by Toronto Dominion Bank to the
DPLP Trust provides residual credit support to the DPLP Trust. ENE guaranteed
the obligations of CoalCo and DPLP under each of the applicable transaction
documents.
The DPLP Trust originally retained DPLP to act as its
servicer, but DPLP was removed as servicer after the Initial Petition Date. On
December 4, 2001, the DPLP Trust terminated the swap agreement with ENA.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
<Table>
-------------------
HL & P
-------------------
| Royalty
| Payments
-------------------
------------------------------------------- DPLP
| Performance -------------------
| Guaranty Purchase Price | | Sale of Payments
| ($110mm) | |
- ---------------- -------------------
ENE ---------------------------------- CoalCo
- ---------------- Performance Guaranty -------------------
| | |
| Performance Contractual Asset | |
| Guaranty Purchase Price | | Sale of
| ($110M) | | Contractual Asset
| | |
- ---------------- ------------------- Residual Credit Enhancement ------------------
ECT --------------------------------- DPLP Trust ------------------------------ Letter of Credit
- ---------------- Swap Agreement ------------------- ------------------
---------------------------------- | |
$150MM | | Trust Notes
| |
-------------------
Lenders
-------------------
</Table>
120
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. The
DPLP Trust has a potential claim under the terminated swap with ENA and a
potential claim on the remaining royalty payments from HL&P.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
As of the Initial Petition Date, the DPLP Trust had note obligations of
approximately $110 million.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENA's
obligations described above and ENE's guaranty of ENA's obligations.
14. E-NEXT
a. LEGAL STRUCTURE. E-Next is a Delaware limited
liability company established in late 2000 to acquire, own, develop, construct,
operate, and maintain the E-Next Projects. E-Next pursues its objectives through
itself and certain of its subsidiaries. E-Next obtains its funding for the
E-Next Projects from equity and debt, which is provided by various financial
institutions.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
---------------- ----------------------
Debt
Financial ---------- E-Next Generation
Institutions Equity LLC
----------
---------------- ----------------------
| |
Purchase | | Development and
Agreements/ | | Construction
Contracts | | Manager
| |
| |
--------------- ----------
E-Next ENA
Projects
--------------- ----------
|
|
|
| Guaranty
----------
ENE
----------
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. As
of the Initial Petition Date, E-Next held purchase agreements for the
manufacture of one 7FA simple cycle turbine, one heat recovery steam generator,
and one steam turbine. All three contracts were terminated after the Initial
Petition Date.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
As of the Initial Petition Date, the debt and equity holders had funded
approximately $21 million for progress payments that E-Next had made to the
equipment manufacturers.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. As of
the Initial Petition Date, ENA, as the development and construction manager for
E-Next, owed the debt and equity holders their outstanding funded amounts
(approximately $21 million).
121
15. ENRON CAPITAL LLC
a. LEGAL STRUCTURE. In October 1993, ENE formed Enron
Capital LLC to facilitate the issuance of $200 million in preferred equity.
Enron Capital LLC, a limited life company organized under the laws of Turks and
Caicos Islands, was initially a wholly owned subsidiary of ENE. As part of this
financing, the LLC sold 8.55 million shares of 8% Cumulative Guaranteed MIPS
with a $25 per share liquidation preference to the public. The proceeds of the
offering (together with the initial capital contribution that ENE made to the
LLC) were loaned by the LLC to ENE, and are evidenced by a subordinated loan.
ENE paid for the expenses and commissions relating to the offering. Enron
Capital LLC exists solely for the purpose of issuing the partnership preferred
securities and loaning the proceeds to ENE. The guaranty issued by ENE may give
rise to a prepetition unsecured claim against ENE.
b. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. The
significant asset associated with the structure is the ENE obligation to repay
the proceeds lent by Enron Capital LLC to ENE.
c. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
Enron Capital LLC issued 8.55 million shares of 8% Cumulative Guaranteed MIPS
with a $25 per share liquidation preference to the public. ENE guaranteed the
payment of the liquidation preference and the monthly dividends relating to the
MIPS, as more fully described below. There are no other liabilities in the
structure.
d. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENE
guaranteed the payment in full of (A) any accumulated arrears and accruals of
unpaid dividends on the MIPS securities that had been declared out of monies
legally available, (B) the redemption price, including any accumulated arrears
and accruals of unpaid dividends on the MIPS securities that had been declared,
along with the amount payable upon redemption of the MIPS out of monies legally
available, and (C) upon a liquidation of the LLC, the lesser of (i) the
aggregate of the liquidation preference and all accumulated arrears and accruals
of unpaid dividends (whether or not declared) on the MIPS securities to the date
of such payment, and (ii) the amount of assets of the LLC remaining available
for distribution in liquidation to the holders of the MIPS securities. The
guaranty issued by ENE may give rise to a prepetition unsecured claim against
ENE.
16. ENRON CAPITAL RESOURCES
a. LEGAL STRUCTURE. In May 1994, ENE formed Enron
Capital Resources, L.P. to facilitate the issuance of $75 million in preferred
equity. Enron Capital Resources, L.P., a limited partnership organized under the
laws of Delaware, was initially a wholly owned subsidiary of ENE. As part of
this financing, the LP sold 3 million limited partnership interests designated
as 9% Cumulative Preferred Securities with a $25 per share liquidation
preference to the public. The proceeds of the offering (together with the
initial capital contribution that ENE made to the LLC) were loaned by the LP to
ENE, and are evidenced by a subordinated loan. ENE paid for the expenses and
commissions relating to the offering. Enron Capital Resources, L.P. exists
solely for the purpose of issuing the preferred securities and loaning the
proceeds to ENE. ENE is the sole general partner of the LP.
122
b. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. The
significant asset associated with the structure is the ENE obligation to repay
the proceeds lent by Enron Capital Resources, L.P. to ENE.
c. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
Enron Capital Resources, L.P. sold 3 million limited partnership interests
designated as 9% Cumulative Preferred Securities with a $25 per share
liquidation preference to the public. ENE guaranteed the payment of the
liquidation preference and the monthly dividends relating to the preferred
securities, as more fully described below. There are no other liabilities in the
structure.
d. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENE
guaranteed the payment in full of (A) any accumulated arrears and accruals of
unpaid distributions on the preferred securities that had been declared out of
monies legally available, (B) the redemption price, including any accumulated
arrears and accruals of unpaid distributions on the preferred securities that
had been declared, along with the amount payable upon redemption of the
preferred securities out of monies legally available, and (C) upon a liquidation
of the LP, the lesser of (i) the aggregate of the liquidation preference and all
accumulated arrears and accruals of unpaid distributions (whether or not
declared) on the preferred securities to the date of such payment, and (ii) the
amount of assets of the LP remaining available for distribution in liquidation
to the holders of the preferred securities. The guaranty issued by ENE may give
rise to a prepetition unsecured claim against ENE.
17. ENRON CAPITAL TRUST I
a. LEGAL STRUCTURE. In November 1996, ENE formed ECT I
and EPF I to facilitate the issuance of $200 million in trust originated
preferred securities, or TOPRS.
ECT I, a Delaware statutory business trust, was initially
created as a wholly owned affiliate of ENE. As part of this financing, the trust
sold 8 million shares of 8.30% TOPRS with a $25 per share liquidation value to
the public. Approximately 99% of the proceeds of the offering were used by ECT I
to purchase 8.30% partnership preferred securities of EPF I, a Delaware limited
partnership, while the remaining funds were used to purchase highly rated debt
securities from entities not affiliated with ENE. ENE guaranteed payment of the
TOPRS to the limits that funds were available in ECT I, and such guaranty was
subordinated to be on a parity with the highest priority of preferred stock of
ENE.
EPF I was established for the sole purpose of issuing
partnership interests to ECT I and investing the proceeds in securities of ENE
and its affiliates as well as highly rated debt securities from unaffiliated
entities. ENE owned all partnership interests in EPF I, other than the
partnership preferred securities, and served as EPF I's general partner. After
the sale of partnership interests to ECT I, ENE caused EPF I to use 99% of the
proceeds to purchase subordinated debentures of ENE, debentures of ENA, and
debentures of ETS, and to use 1% to invest in outside investments.
Under the documents governing EPF I, distributions on
partnership preferred securities from income or dividends to the partnership
were to be made in the sole discretion of ENE, as general partner. ENE, as
general partner, also had the right, subject to the conditions set
123
forth in the documents governing EPF I, to replace any of the debentures held by
EPF I with equity or debt securities of affiliates of ENE.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
------------- ------------
ENE ENE
------------- ------------
| |
ENE | General | 100% Common
Guaranteed | Partner Partnership | Stock
Subordinated | Preferred |
- ------------ Notes ------------- Securities -------------
Enron ------------- Enron -------------- Enron
Companies Preferred Capital
------------- Funding, L.P. -------------- Trust I
- ------------ $ ------------- $ -------------
| |
| |
$ | | 8.30%
| | TOPrS
| |
| |
-------------
Investors
-------------
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. The
significant assets associated with the structure are ENE subordinated
debentures, ENA debentures, ETS debentures, and a small amount of highly rated
debt securities from entities not affiliated with ENE, comprised mainly of
highly rated fixed income securities (current balance of approximately $2.5
million). The subordinated debentures purchased by the partnership from ENE had
20-year terms and ranked junior to all senior indebtedness of the company. The
debentures purchased by the partnership from ENA and ETS had 20-year terms and
ranked pari passu with senior indebtedness of these Debtors, respectively.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
ECT I issued 8 million shares of 8.30% TOPRS with a $25 per share liquidation
value to the public. There are no other liabilities in the structure.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENE
guaranteed the payment in full of (A) all accrued but unpaid distributions on
the TOPRS securities to the extent that funds were available in ECT I for such
distributions, (B) the amount payable upon redemption of the TOPRS to the extent
that sufficient funds are available in ECT I, and (C) generally, the liquidation
value of the TOPRS to the extent that there are sufficient assets in the trust
available for distribution. ENE also provided these guarantees to EPF I with
respect to the payment of partnership distributions and liquidation amounts, if
necessary, provided that the funds were available in the partnership for such
distributions.
Additionally, ENE fully and unconditionally guaranteed
payments in respect of the debt issued by ENE and its affiliates to EPF I. All
of the guarantees issued by ENE may constitute contractually subordinated
unsecured obligations of the company and rank subordinate and junior to all
other liabilities of the company and rank pari passu with the most senior
124
preferred stock issued by ENE and with any guarantee entered into by the company
in respect of preferred securities issued by any affiliate.
f. STRUCTURE RESOLUTION. National City Bank, as Property
Trustee for ECT I, filed proofs of claim against (1) ETS for amounts owed under
the ETS debentures, (2) ENA for amounts owed under the ENA debentures, and (3)
ENE for amounts owed under the ENE subordinated debentures and various
guarantees made by ENE. The Plan incorporates a settlement of these claims
resulting in, among other things, (1) an Allowed ENA Debenture Claim equal to
the sum of (a) the outstanding principal amount of ENA Debentures ($50,944,000)
and (b) unpaid interest with respect to the ENA Debentures that accrued during
the period prior to the Initial Petition Date ($668,994), (2) an Allowed ETS
Debenture Claim equal to the sum of (a) the outstanding principal amount of the
ETS Debentures ($50,944,000), (b) unpaid interest (including Additional
Interest, as such term is defined in the respective indentures pursuant to which
the ETS Debentures were issued) which accrued on the ETS Debentures during the
period prior to the Initial Petition Date ($668,994), and (c) 100% of the
interest (including Additional Interest) accrued on the ETS Debentures during
the period from the Initial Petition Date up to and including the Effective Date
($9,325,911), assuming an Effective Date of January 31, 2004, (3) an Allowed
Enron TOPRS Debenture Claim equal to the sum of (a) the outstanding principal
amount of Enron TOPRS Debentures ($318,376,000) and (b) unpaid interest with
respect to the Enron TOPRS Debentures that accrued during the period prior to
the Initial Petition Date ($4,180,896), and (4) a release and waiver of any
other claims, causes of action, objections to claims, or other challenges
related to this transaction. Pursuant to the Plan, National City Bank, as
Property Trustee for holders of TOPRS issued by ECT I, may elect to receive
additional Cash distributions in lieu of CrossCountry Common Stock, PGE Common
Stock, and Prisma Common Stock which such holder would have received as the
ultimate beneficiary of the Allowed ETS Debenture Claim held by EPF I; provided,
however, that such option shall only become effective in the event that (i) the
holders of the TOPRS vote their ETS Debenture Claims such that, if such ETS
Debenture Claims were deemed to be a separate class of claims, such class would
be deemed to have accepted the Plan and (ii) the Confirmation Order is entered
by the Bankruptcy Court and becomes a Final Order. Additionally, National City
Bank, as the holder of an Allowed ENE TOPRS Debenture Claim for the benefit of
holders of TOPRS, will receive distributions under the Plan subject to the
contractual subordination rights of holders of Allowed General Unsecured Claims
against ENE.
18. ENRON CAPITAL TRUST II
a. LEGAL STRUCTURE. In January 1997, ENE formed ECT II
and EPF II to facilitate the issuance of $150 million in trust originated
preferred securities, or TOPRS.
ECT II, a Delaware statutory business trust, was initially
created as a wholly owned affiliate of ENE. As part of this financing, the trust
sold 6 million shares of 8.125% TOPRS with a $25 per share liquidation value to
the public. Approximately 99% of the proceeds of the offering were used by ECT
II to purchase 8.125% partnership preferred securities of EPF II, a Delaware
limited partnership, while the remaining funds were used to purchase highly
rated debt securities from entities not affiliated with ENE. ENE guaranteed
payment of the TOPRS to the limits that funds were available in ECT II, and such
guaranty was subordinated to be on a parity with the highest priority of
preferred stock of ENE.
125
EPF II was established for the sole purpose of issuing
partnership interests to ECT II and investing the proceeds in securities of ENE
and its affiliates as well as entities not affiliated with ENE. ENE owned all
partnership interests in EPF II, other than the partnership preferred
securities, and served as EPF II's general partner. After the sale of
partnership interests to ECT II, ENE caused EPF II to use 99% of the proceeds to
purchase subordinated debentures of ENE, debentures of ENA and debentures of
ETS, and to use 1% to invest in outside investments.
Under the documents governing EPF II, distributions on
partnership preferred securities from income or dividends to the partnership
were to be made in the sole discretion of ENE, as general partner. ENE, as
general partner, also had the right, subject to the conditions set forth in the
documents governing EPF II, to replace any of the debentures held by EPF II with
equity or debt securities of affiliates of ENE.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
------------- ------------
ENE ENE
------------- ------------
| |
ENE | General | 100% Common
Guaranteed | Partner Partnership | Stock
Subordinated | Preferred |
- ------------ Notes ------------- Securities -------------
Enron ------------- Enron -------------- Enron
Companies Preferred Capital
------------- Funding, L.P. -------------- Trust I
- ------------ $ ------------- $ -------------
| |
| |
$ | | 8.30%
| | TOPrS
| |
| |
-------------
Investors
-------------
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. The
significant assets in the structure are ENE subordinated debentures, ENA
Debentures, ETS debentures, and a small amount of highly rated debt securities
from entities unaffiliated with ENE, comprised mainly of highly rated fixed
income securities (current balance of approximately $1.9 million). The
subordinated debentures purchased by EPF II from ENE had 20 year terms and
ranked junior to all senior indebtedness of the company. The debentures
purchased by the partnership from ENA and ETS had 20-year terms and ranked pari
passu with senior indebtedness of these Debtors, respectively.
126
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
ECT II issued 6 million shares of 8.15% TOPRS with a $25 per share liquidation
value to the public. There are no other liabilities in the structure.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENE
guaranteed the payment in full of (A) all accrued but unpaid distributions on
the TOPRS securities to the extent that funds were available in ECT II for such
distributions, (B) the amount payable upon redemption of the TOPRS to the extent
that sufficient funds are available in ECT II, and (C) generally, the
liquidation value of the TOPRS to the extent that there are sufficient assets in
ECT II available for distribution. ENE also provided these guarantees to EPF II
with respect to the payment of partnership distributions and liquidation
amounts, if necessary, provided that the funds were available in EPF II for such
distributions.
Additionally, ENE fully and unconditionally guaranteed
payments in respect of the debt issued by ENE and its affiliates to EPF II. All
of the guarantees issued by ENE may constitute contractually subordinated
unsecured obligations of the company and rank subordinate and junior to all
other liabilities of the company and rank pari passu with the most senior
preferred stock issued by ENE and with any guarantee entered into by the company
in respect of preferred securities issued by any affiliate.
f. STRUCTURE RESOLUTION. National City Bank, as Property
Trustee for ECT II, filed proofs of claim against (1) ETS for amounts owed under
the ETS debentures, (2) ENA for amounts owed under the ENA debentures, and (3)
ENE for amounts owed under the ENE subordinated debentures and various
guarantees made by ENE. The Plan incorporates a settlement of these claims
resulting in, among other things, (1) an Allowed ENA Debenture Claim equal to
the sum of (a) the outstanding principal amount of ENA Debentures ($50,944,000)
and (b) unpaid interest with respect to the ENA Debentures that accrued during
the period prior to the Initial Petition Date ($668,994), (2) an Allowed ETS
Debenture Claim equal to the sum of (a) the outstanding principal amount of the
ETS Debentures ($50,944,000), (b) unpaid interest (including Additional
Interest, as such term is defined in the respective indentures pursuant to which
the ETS Debentures were issued) which accrued on the ETS Debentures during the
period prior to the Initial Petition Date ($668,994), and (c) 100% of the
interest (including Additional Interest) accrued on the ETS Debentures during
the period from the Initial Petition Date up to and including the Effective Date
($9,325,911), assuming an Effective Date of January 31, 2004, (3) an Allowed
Enron TOPRS Debenture Claim equal to the sum of (a) the outstanding principal
amount of Enron TOPRS Debentures ($318,376,000) and (b) unpaid interest with
respect to the Enron TOPRS Debentures that accrued during the period prior to
the Initial Petition Date ($4,180,896), and (4) a release and waiver of any
other claims, causes of action, objections to claims, or other challenges
related to this transaction. Pursuant to the Plan, National City Bank, as
Property Trustee for holders of TOPRS issued by ECT II, may elect to receive
additional Cash distributions in lieu of CrossCountry Common Stock, PGE Common
Stock, and Prisma Common Stock which such holder would have received as the
ultimate beneficiary of the Allowed ETS Debenture Claim held by EPF II;
provided, however, that such option shall only become effective in the event
that (i) the holders of the TOPRS vote their ETS Debenture Claims such that, if
such ETS Debenture Claims were deemed to be a separate class of claims, such
class would be deemed to have accepted the Plan and (ii) the Confirmation Order
is entered by the Bankruptcy Court and becomes a Final Order.
127
Additionally, National City Bank, as the holder of an Allowed ENE TOPRS
Debenture Claim for the benefit of holders of TOPRS, will receive distributions
under the Plan subject to the contractual subordination rights of holders of
Allowed General Unsecured Claims against ENE.
19. ENRON CENTER NORTH SYNTHETIC LEASE
a. LEGAL STRUCTURE. In April 1997, ENE refinanced an
existing synthetic lease on the Enron Building through a new synthetic lease
arrangement. To effect the refinancing, Brazos, a third-party limited
partnership owned by financial institutions, acquired the fee interest in the
Enron Building from Enron Houston Headquarters Trust (State Street, as Trustee)
for $284.5 million. The purchase by Brazos was financed with proceeds of the
Smith Street Loan and Smith Street Equity. Contemporaneous with such financing,
Brazos and OPI, an ENE affiliate, entered into a lease, pursuant to which OPI
was granted a leasehold interest in the Enron Building. OPI assigned the lease
to ELP, an ENE affiliate, and the obligations of ELP under the lease were
guaranteed by ENE. ELP and ENE thereafter entered into a sublease, pursuant to
which ELP subleased the Enron Building to ENE, the rights and obligations of
which were subsequently assigned by ENE to EPSC, a subsidiary of ENE. The Smith
Street Loan is secured by a lien on the real property constituting the Enron
Building and a collateral assignment of all interest of Brazos in the lease and
the ENE guaranty. The lease expired in April 2002, and ENE and its affiliates
have been occupying the Enron Building pursuant to forbearance arrangements
described in the structure resolution section below.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
--------- Guarantee
ENE ---------------
--------- |
| |
| |
| |
--------- ---------- Synthetic Lease --------------
ESPC --------------- ELP ----------------- Brazos
--------- Sublease ---------- --------------
Arrangements Equity | | Debt
$8.5 mln | | $276 mln
| |
--------------
Financial
Institutions
--------------
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. The
only asset included in the synthetic lease structure is the Enron Building.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
Brazos incurred the Smith Street Loan in the original principal amount of
$275,965,000. As security for this loan, Brazos assigned to the banks its
rights, title, and interest in both the lease to OPI and the corporate guarantee
from ENE.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. During
the life of the lease, ELP had various financial obligations guaranteed by ENE,
including but not limited to payment for rent, insurance, maintenance, and
taxes. As of end of the lease, the parties to the structure may have certain
options which include, without limitation: (i) ELP could refinance the lease;
(ii) ELP could purchase the Enron Building for $284,500,000; or (iii) if ELP
neither refinanced
128
the lease nor purchased the Enron Building, then the Enron Building could be
sold to a third party, and to the extent of any deficiency between the amount of
sales proceeds and structure liabilities, ENE might be liable for up to
approximately $284,500,000. Application and interpretation of the terms of
documents governing this structure will determine the priority of the ultimate
distribution of any amounts received in respect of structure liabilities and
sales of structure assets among the third-party holders of structure debt and
equity, and ELP and ENE.
f. SIGNIFICANT ACTIVITY SINCE INITIAL PETITION DATE. On
May 14, 2002, JPMCB, as agent for the bank syndicate, ELP, ENE, and EPSC entered
into a forbearance agreement in which the banks agreed not to pursue before
April 1, 2003 any rights and remedies that may be available to them as a result
of defaults asserted by the banks under certain structure documents in exchange
for (A) ENE paying all due but unpaid rent and amounts under certain parking,
building, and common area services agreements as of May 14, 2002, (B) ENE paying
rent monthly in reducing amounts as outlined in the agreement, (C) ENE paying
2001 and 2002 property taxes, (D) ENE maintaining adequate insurance on the
Enron Building, and (E) ENE remaining current on certain parking, building, and
common area services agreements. The initial forbearance agreement was
subsequently amended twice to, among other things, extend the forbearance period
until April 30, 2003 and May 31, 2003, and reduce the amount of rent payable and
space occupied by ENE and its affiliates. The initial forbearance agreement then
was further amended in May 2003 to (a) effectively extend the forbearance period
until March 31, 2004, (b) provide for a sale of the Enron Building pursuant to
an auction to be conducted under the supervision of the Bankruptcy Court on a
date not later than November 15, 2003, (c) provide for a deed in lieu of
foreclosure of the Enron Building to JPMCB, as agent for the banks, on December
31, 2003 if the auction sale has not been consummated, (d) provide for the form
of lease to be entered into by the new owner of the Enron Building upon a title
transfer under either preceding clause (b) or (c), with such lease expiring
March 31, 2004 and being on substantially the same economic terms for the same
occupancy as provided in the amended forbearance agreement, and (e) provide the
methodology for calculating any deficiency claim, taking into account the sales
price of the Enron Building in the auction or its appraised value in the event
of a deed in lieu of foreclosure.
On September 2, 2003, an affiliate of JPMCB, as subagent for
the bank syndicate, credit bid $90 million to foreclose upon the interests of
Brazos in the Enron Building. The foreclosure does not affect the interests of
ENE and its affiliates in the Enron Building or the sale of the Enron Building
contemplated by the forbearance arrangements described above. The occupancy
rights of ENE and its affiliates remain protected under the terms of such
forbearance arrangements.
20. ENRON CORP. "EQUITY FORWARDS"
a. LEGAL STRUCTURE. ENE entered into certain agreements
with various counterparties that have at times been referred to as "Equity
Forwards" and "Equity Swaps" and purport to provide, in general and among other
terms, that ENE would purchase a specified number of shares of its common stock
at a fixed price on a pre-set future date, or ENE would make periodic payments
on pre-set future dates based on a contractual formula tied to the price of its
common stock.
129
b. SIGNIFICANT POTENTIAL LIABILITIES OF THE DEBTORS. In
connection with the foregoing, a claim has been asserted by one counterparty
alleging that ENE obligated itself under an agreement which purports to provide
for a note payable obligation to the counterparty in an amount in excess of $173
million, and claims have also been asserted by at least two other counterparties
alleging that ENE is liable to them under agreements in amounts totaling in
excess of $125 million.
21. ENRON EQUITY CORP.
a. LEGAL STRUCTURE. In December 1994, ENE formed Enron
Equity to hold indirect interests in certain international assets and to issue
preferred stock through a private placement to third-party investors. Enron
Equity sold 880 shares of 8.57% preferred stock for $88 million. Enron Equity
used the funds received in the private placement to purchase investments,
including (1) $35,568,509 of 9.142% Perpetual Second Preferred Stock of ENE, (2)
an 8.645% 5-year, fixed rate senior unsecured note of ENE in the amount of
$59,280,848, (3) an 8.831% 30-year, fixed rate senior unsecured note of ENE in
the amount of $22,651,212 and (4) a 5-year warrant to purchase an additional
$59,280,848 of 8.645% 5-year, fixed rate senior unsecured notes of ENE. In April
1996, Enron Equity sold 150 shares of 7.39% preferred stock for $15 million.
Enron Equity used the funds received to purchase additional notes from ENE.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
------------------- 100%
ENE -------
------------------- |
| |
| 85% ----------
| Common ACFI
| Stock ----------
$103mm Pref. | |
------------------- Shares ------------------- |
3rd Party Holders ------------ Enron Equity Corp --------
------------------- ------------------- 15%
Common
Stock
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE.
Based on a preliminary review of currently available books and records, Enron
Equity currently holds (i) approximately $20 million; (ii) the ENE debt and
preferred stock obligations described above; and (iii) equity interests in the
following: (a) ECT Columbia Pipeline Holdings 1 Ltd. which holds, primarily, an
intercompany receivable from ENE; (b) Enron Holding Company LLC, a Debtor, which
will not make a distribution under the Plan to its equity holders; (c) Enron
Global Power & Pipelines LLC, a Debtor, which will not make a distribution under
the Plan to its equity holders; and (d) Enron Dominican Republic Ltd. and Enron
Dominican Republic Operations Ltd. each of which hold a portion of SECLP.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
The holders of the preferred stock can demand redemption after Enron Equity
fails to pay dividends for six consecutive quarters. The holders of at least 80%
of the preferred stock demanded redemption in May 2003.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENE
note and preferred stock obligations as described above.
22. ENRON FUNDING CORP./MONTE
130
a. LEGAL STRUCTURE. Enron Funding, a Delaware
corporation and a wholly owned subsidiary of ENE, entered into the CP Program,
pursuant to which Enron Funding issued up to $350 million in U.S. dollar
denominated, short-term promissory notes ("CP Notes") in the commercial paper
market to qualified institutional buyers and accredited investors. The CP Notes
had varying maturity dates ranging up to 85 days, carried an S&P rating of A-1+
and a Moody's rating of P-1, and were unsecured. Enron Funding's obligations to
pay the CP Notes on maturity were guaranteed by ENE. The aggregate face amount
of all outstanding CP Notes could not exceed the amount of funds available under
the Liquidity Facility (as described below) less $5 million. Each CP Note was
sold at a discount and, thus, the net proceeds received by Enron Funding was
less than the face value of each CP Note. The net proceeds from the CP Program,
to the extent not used to repay maturing CP Notes, were loaned by Enron Funding
to ENE on an unsecured basis.
The CP Program was backed by Enron Funding's $355 million
Liquidity Facility. The Liquidity Facility was led by Barclays and syndicated to
several banks that had ratings from S&P and Moody's of A-1+ or P-1,
respectively. Under the Liquidity Facility, the banks provided immediately
available funds to Enron Funding to pay amounts due upon maturity of the CP
Notes and, except at the maturity of the CP Program, to allow Enron Funding to
make working capital loans to ENE under the Enron Revolving Credit Facility (as
discussed below). Enron Funding's payment obligations under the Liquidity
Facility were guaranteed by ENE.
To insure against losses incurred for any unpaid amounts under
the Liquidity Facility, the banks thereunder obtained a $355 million Credit
Insurance Policy from Winterthur, an insurance company that syndicated the
credit risk to seven other underwriters.
To the extent Enron Funding had proceeds available from the
Liquidity Facility and the CP Program, Enron Funding agreed to make certain
loans to ENE of up to $355 million pursuant to the terms of the Enron Revolving
Credit Facility. The principal amount of each loan made by Enron Funding to ENE
under the Enron Revolving Credit Facility equaled the net proceeds received by
Enron Funding from the corresponding issuance of CP Notes in the CP Program on
such date. Each such loan made by Enron Funding to ENE carried a rate of
interest per annum equal to (i) the discount rate at which the corresponding CP
Notes were issued under the CP Program (as converted to an interest-bearing
equivalent rate) plus (ii) an agreed margin. The loans issued by Enron Funding
to ENE matured on the same date as the corresponding tranche of CP Notes issued
by Enron Funding to the commercial paper market. ENE used the proceeds from the
Enron Revolving Credit Facility for general corporate purposes.
In the event the underwriters under the Credit Insurance
Policy were required to pay the banks for a claim made under the Credit
Insurance Policy, then (i) ENE and Enron Funding were obligated to pay the
underwriters for such claimed amounts pursuant to an indemnity, (ii) ENE and
Enron Funding were obligated to pay a step up premium to the insurers pursuant
to certain premium adjustment agreements, (iii) the underwriters were entitled
to exercise a right to subrogation to the rights of the banks to receive payment
from Enron Funding for the amount of the claim paid by the underwriters, (iv)
Enron Funding was obligated to pay (to the extent it has funds to do so) the
underwriters for the amounts subrogated by the underwriters under the Liquidity
Facility pursuant to a note payable to the underwriters, and (v) to the extent
131
Enron Funding is unable to pay the amounts owed under the note payable to the
underwriters, ENE guaranteed such payment.
In December 2001, Enron Funding made two draws on the
Liquidity Facility in the aggregate principal amount of $58,290,000 to repay
certain CP Notes. The underwriters under the Credit Insurance Policy paid the
banks for such amount in accordance with the terms of the Credit Insurance
Policy.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
<Table>
--------------- Indemnification and -------------
Winterthur Guaranty
International ---------------------- ENE -----------
Insurance Co. ------------ |
Credit --------------- | ------------- |
Insurance | | | |
Policy --------------- P&I | | | |
Barclays | Guarantee | | | CP
Bank, plc ------------ | | | Guaranty
(Bank Agent) $| |$ |
--------------- | | |
| | |
| | |
| | |
--------------- $355 MM 364-Day ------------- $ ---------------- $ -----------------
Liquidity Liquidity Facility Enron ----- *Commercial ----- Commercial
Banks -------------------- Funding ----- Paper Dealers/ ----- Paper Investor:
--------------- ------------- P&I Paying Agent P&I A1/P1
---------------- -----------------
</Table>
c. SIGNIFICANT ASSETS. Enron Funding has approximately
$400,000 of cash and a receivable from ENE in the amount of approximately $58
million relating to unpaid advances under the Enron Revolving Credit Facility.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
Enron Funding has the obligation to pay the principal and interest on the
outstanding amounts advanced under the Liquidity Facility. Barclays has claimed
approximately $192,000 under the Liquidity Facility in unclaimed fees and
expenses.
Enron Funding has the contingent obligation to indemnify
Barclays, as the bank insurance agent, for any damages arising out of or related
to the Credit Insurance Policy or the Liquidity Facility pursuant to the terms
of an indemnity agreement dated as of March 6, 2000, by and between Enron
Funding, ENA, and Barclays.
Enron Funding is obligated to pay the underwriters under the
Credit Insurance Policy for any amounts paid by the underwriters to the banks
for claims made under the Credit Insurance Policy under the terms of (i) a Deed
of Indemnity dated as of March 6, 2000, (ii) a promissory note entered into to
evidence the underwriters' right of subrogation, and (iii) certain premium
adjustment agreements under which Enron Funding are obligated to pay a "step-up
premium" in an amount equal to a specified percentage of the claim amount, but
in the case of (i) and (ii) above only to the extent it has funds available for
such payment which are not then needed to pay maturing CP Notes.
132
Enron Funding has the obligation to pay a fee to ENE for its
duties as servicing agent under the terms and conditions of that certain
administrative services agreement dated as of March 6, 2000, by and between
Enron Funding and ENE, as servicing agent.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENE
guaranteed the obligations of Enron Funding under a number of different
guarantees and indemnities in favor of: (i) Chase Manhattan Bank, as issuing and
paying agent for the CP Notes and as a fiduciary for certain purposes for the
holders of the CP Notes, (ii) the holders of the CP Notes, (iii) Barclays, as
administrative agent on behalf of the banks under the Liquidity Facility, (iv)
Barclays, as bank insurance agent under the Liquidity Facility, (v) the banks
who are lenders under the Liquidity Facility, (vi) the parties indemnified under
the Liquidity Facility, and (vii) the underwriters pursuant to the Deed of
Indemnity for any amounts paid under the Credit Insurance Policy.
ENE was also obligated to pay (i) the principal and interest
due on the aggregate outstanding loans made by Enron Funding to ENE under the
Enron Revolving Credit Agreement, and (ii) a monthly lender facility fee to
Enron Funding based upon the maximum amount ENE was entitled to borrow under the
Enron Revolving Credit Agreement.
23. ENRON TEESIDE OPERATIONS LTD.
a. LEGAL STRUCTURE
(i) ETOL I & II. As part of these transactions,
RBSF purchased B shares of TOH4L. RBSF financed this purchase through the
issuance of approximately GBP 161.5 million in senior and subordinated debt and
approximately GBP 5.6 million in equity. At closing, RBSF entered into a total
return swap with ENE under which RBSF and ENE agreed to make payments to one
another based on (i) the distributions received by RBSF on the B shares and (ii)
the amounts owed by RBSF on its senior and subordinated debt. If on any date
when interest or principal are due under RBSF's debt agreements the
distributions received by RBSF on the B shares exceeds principal and interest
due, then RBSF will pay the excess distributions to ENE under the swap. If, on
the other hand, distributions received on the B shares are less than the
principal and interest payments due, then ENE shall pay RBSF an amount equal to
the shortfall.
In connection with RBSF's purchase of the B shares of TOH4L,
ESBFL granted RBSF a right to put the B shares to ESBFL upon the occurrence of
an event of default or other event that causes an early termination of the total
return swap with ENE. ENE guaranteed ESBFL's obligations under such put
agreement.
As part of the ETOL I & II transactions, TOH4L provided a loan
of GBP 141.6 million to EEL. ENE guaranteed EEL's obligations under this loan.
(ii) ETOL III. In the ETOL III transaction,
Sideriver, a company incorporated under the laws of England and Wales, purchased
C shares in TOH2L, a private company incorporated in England and Wales. As part
of its financing efforts, Sideriver borrowed GBP 29.76 million from RBS.
Sideriver simultaneously entered into a total return swap with ENE under which
Sideriver and ENE agreed to make payments to one another based on (i) the
distributions received by Sideriver on the C shares and (ii) the amounts owed on
its
133
debt to RBS. If on any date when interest or principal are due under the debt
agreement the distributions received by Sideriver on the C shares exceed
principal and interest due to RBS, then Sideriver will pay the excess
distributions to ENE. If, on the other hand, distributions are less than the
principal and interest payments due, then ENE shall pay Sideriver an amount
equal to the shortfall. The aggregate principal balance due under Sideriver's
debt agreement with RBS is approximately GBP 27.96 million.
ESBFL granted Sideriver a right to put the C shares to ESBFL, and ENE guaranteed
ESBFL's obligations under such put agreement
134
b. STRUCTURE DIAGRAM AS OF THE INITIAL PETITION DATE.
ETOL I AND II
<Table>
-------------------- ENE Guarantee
|-------------------------------- of IntraGroup Loan
| ENE ------------------------------------------------------
| |----------------------------- |
| | -------------------- |
| | | |
| | | 100% Equity |
Total | | -------------------- |
Return | | INTERMEDIATE HOLDING |
Swap | | COMPANIES |
| | -------------------- |
| | Guarantee of | |
| | B Shares Put | 100% Ord Shares IntraGroup Loan |
| | -------------------- L.141.57m |
| | EEL ------------------------------------------------- |
| | -------------------- | |
| | | | |
| | 100% Ord Shares | 100% Ord Shares | |
| | --------------------------------------------------- | |
- ------- | | | | | |
RBS -------- | | ------- A Shares ------- | |
- ------- | | | -- ESBFL --------------------- TOH2L ---------- | |
100% Ord | | | | ------- | ------- | | |
Shares | | | Loan | | | 100% Ord Shares | |
| | | Note | | --------- | |
-------- | B Shares Put --------- TOH3L | |
--------- --------- | |
RBSF ----------------------------------- TOH4L ---------------------------------------------------------
100% B Shares
-------- ---------
| | 100% | | 100%
L.138.55m | | L.22.97m Ord | | Pref
Senior Loan | | Subordinated Shares | | Shares --------------
--------- ----------------- Loan --------- ----------- WILTON TRUST
| | | --------------
------- -------------- TOHL ------- | 100% Ord Shares
SENIOR SUBORDINATED | ---------
LENDERS LENDERS --------- | TIL
------- -------------- | ---------
73.5m A Ord ---------- 1.5m B Ord Shares/
Shares/ ETOL 2% Economic Interest
98% Economic ----------
Interest
L=Pounds
</Table>
ETOL III
(GRAPH)
<Table>
-----------------------
___________________________ ENE
| Total Return Swap -----------------------
| |
| | 100% Equity
| ----------------------
| INTERMEDIATE HOLDING
| COMPANIES
| ----------------------
| |
| 29,223 Floating | 100% Ord Shares Guarantee of
| Rate A Shares ---------------------- EIL Loan
| _________________________ EEL ___________
| | ---------------------- |
------- | | | | ---------
RBS | | | | EIL
-------\ 100% B Shares | | | | /---------
\__________ | | 100% Ord Shares | 100% Ord Shares | /
\ | | _______________________________ | / L.1.34m Loan
\ | | | | | /
- --------- L.29.76m ------------------------- ------- --------------
LENDERS ________________ SIDERIVER _______ ESBFL TOH2L
- --------- ------------------------- ------- --------------
| |
| C Shares Put |
|_________________________________________________________
28.38m C Shares
L=Pounds
</Table>
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. The
significant asset related to ETOL I and II was ENE's indirect interest in ETOL,
represented by the TOH4L B shares. The B shares had a fixed rate of return and
the residual economics of TOH4L that did not flow to RBSF through the B shares
was owned by TOH2L. These residual economics, represented by the TOH2L C shares,
were monetized in the ETOL III transaction.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
As part of ETOL I and II, RBSF issued GBP 141.5 million in senior debt and GBP
23 million in subordinated debt. Sideriver owes GBP 27.96 million to RBS in the
ETOL III transaction.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENE
entered into total return swaps with RBSF and Sideriver as part of these
transactions, as discussed above, as well as guarantees for the benefit of RBSF,
EEL, and Sideriver.
24. FF&E SYNTHETIC LEASE
a. LEGAL STRUCTURE. On March 29, 2001, ENE entered into
a synthetic lease with GECC on certain furniture, fixtures, and equipment
located at the Enron Building, and allowing for the future financing of
furniture, fixtures, and equipment to be located at Enron Center South. The
initial financing, which occurred at the closing, was approximately $14 million,
and refinanced collateral that was previously involved in a synthetic lease with
Sumitomo Bank Leasing and Finance, Inc.
On June 29, 2001 and September 26, 2001, ENE financed
additional furniture and fixtures in connection with Enron Center South in the
aggregate amount of approximately $7.5 million. Although the documents provided
GECC the ability to assign its rights to a commercial paper conduit, ENE is not
aware of any such assignment taking place.
b. STRUCTURE DIAGRAM AS OF THE INITIAL PETITION DATE.
(GRAPH)
- ------------------ \
ENE \ "Lease"
- ------------------ \
| \
| \ ------------------
| 100% GECC
| / ------------------
| /
- ------------------ / Lien
FF&E /
COLLATERAL /
- ------------------
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE.
Although the documentation is phrased as a lease for accounting purposes, the
parties acknowledged that ENE continued to own the assets, subject to the lien
of GECC.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
At the Initial Petition Date, approximately $21.5 million was outstanding in
connection with this facility.
L-52
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. During
the existence of the financing, ENE had various obligations including, but not
limited to, payment of rent, insurance, maintenance, and taxes. ENE's current
obligations are set forth in the stipulations discussed below.
f. STRUCTURE RESOLUTION. On January 22, 2002, ENE
entered into a stipulation with GECC providing for the payment of adequate
protection to GECC for the continued use of the collateral. On January 16, 2003,
ENE and GECC entered into a stipulation relating to the sale of certain
collateral encumbered by the GECC liens located in the Enron Building, which
among the things, established the value of the collateral located in the Enron
Building, provided GECC with an allowed secured claim relating to the sale of
such collateral, provided GECC with the payment of the proceeds derived from the
sale of such collateral, and amended the adequate protection stipulation
previously entered into between the parties. ENE continues to use the collateral
located at the Enron Building that is subject to GECC's lien, and continues to
pay the stipulated amount of adequate protection to GECC.
25. FUJI SOFTWARE LEASE
a. LEGAL STRUCTURE. On June 25, 1993, ENE entered into a
synthetic lease with Fuji relating to certain of ENE's internally developed
software. The documents relating to the software lease were amended a number of
times, most recently on June 28, 2001, to effect, among other things, a
refinancing of the facility.
b. STRUCTURE DIAGRAM AS OF THE INITIAL PETITION DATE.
(GRAPH)
- ------------------ \
ENE \ "Lease"
- ------------------ \
| \
| \ ------------------
| 100% FUJI
| / ------------------
| /
- ------------------ / Lien
SOFTWARE /
COLLATERAL /
- ------------------
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE.
Although the documentation is phrased as a lease for accounting purposes, the
parties acknowledged that ENE continued to own the software, subject to the lien
of Fuji.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
At the Initial Petition Date, approximately $44 million was outstanding in
connection with this facility.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. During
the existence of the financing, ENE had various obligations including, but not
limited to, payment of rent, insurance, and taxes.
138
f. STRUCTURE RESOLUTION. On March 27, 2003, the
Bankruptcy Court entered an agreed order approving a settlement between ENE and
Fuji. The settlement provided for the payment of $39.5 million to Fuji and its
affiliates and provided for an Allowed General Unsecured Claim in favor of Fuji
in the amount of $8 million, in return for certain releases from Fuji.
26. GALLUP/KACHINA
a. LEGAL STRUCTURE. ECS is the owner of the Class A
membership interests in ECC LLC and its managing member.
(i) PROJECT KACHINA. As of June 30, 1999, ECS
assigned and contributed to ECC LLC (i) all of ECS's interests in and to certain
electric motor drivers and appurtenant equipment located at Transwestern's Bisti
Compressor Station and Bloomfield Compressor Station in New Mexico and (ii) all
of ECS's rights and obligations in and to certain related contracts, including
compression services agreements, operations maintenance agreements, and PPAs.
As consideration, ECC LLC issued Class B membership interests
to ECS, which ECS assigned to Echo, a third-party equity investor, for a net
payment of $6.7 million. The Class B membership interests entitle Echo to a
sharing ratio of 81% in ECC LLC's Kachina business, while ECS, as the owner of
the Class A membership interests, has a 19% sharing ratio in ECC LLC's Kachina
business.
(ii) PROJECT GALLUP. As of March 30, 2000, ECS
assigned and contributed to ECC LLC (i) ECS's right, title, interest and claim
to a certain electric motor driver and appurtenant equipment located at
Transwestern's Gallup Compressor Station in New Mexico, and (ii) all of ECS's
rights and obligations in and to certain related contracts, including a
compression services agreement, operations maintenance agreement, and PPA
(subject to some exceptions).
As consideration, ECC LLC issued Class C membership interests
to ECS, which ECS assigned to Echo for a net payment of $4.5 million. The Class
C membership interests entitle Echo to a sharing ratio of 95% in ECC LLC's
Gallup business, while ECS, as the owner of the Class A membership interests,
has a 5% sharing ratio in ECC LLC's Gallup business.
Under agreements for both the Kachina and Gallup projects, ECC
LLC provides compression services to Transwestern in exchange for a specified
amount of natural gas and an annual service charge. ECC LLC sells the natural
gas to ECS pursuant to an Enfolio Master Firm Purchase Agreement for a fixed
price. ECS in turn sold the gas to ENA pursuant to an Enfolio Master Firm
Purchase Agreement; however, that agreement was terminated on or after the
Initial Petition Date.
As of the Initial Petition Date, ENA and Echo were parties to
an interest rate swap in connection with the Gallup structure pursuant to which
Echo pays ENA a fixed rate (8.48%) and ENA pays Echo floating LIBOR + 1.25%. The
swap has not been terminated, and ENA is exposed to fluctuations in LIBOR rates.
139
b. STRUCTURE DIAGRAMS.
(i) KACHINA
(GRAPH)
<Table>
------- -------
DEBT EQUITY
------- -------
\ /
\ /
\ /
----------------- ----------------
ECS ECHO
(MANAGING MEMBER) (GENERAL MEMBER)
----------------- ----------------
\ /
\ /
\ /
19% \ /81%
\ / Compression
\ / Service
Power(e) \ / (Hp-hrs)
- ---------------- _________ ----------------- ____________ ----------------
UTILITIES _________ ECC LLC ____________ TW
- ---------------- $ ----------------- Btus and ----------------
| | \ \ Annual Charge
Btus | | $ \ \
| | O \ \
$ | | & \ \ $
------------ _______ ----------------- M \ \ ----------------
ENA _______ ECS \ \ ---------- TW
------------ Btus ----------------- ----------------
</Table>
(ii) PROJECT GALLUP
[FLOW CHART]
<Table>
------- -------
DEBT EQUITY
------- -------
\ /
\ /
\ /
----------------- ---------------- Fixed ------------------
ECS ECHO ___________________
(MANAGING MEMBER) (GENERAL MEMBER) Interest Rate Swap ENA
----------------- ---------------- ___________________ ------------------
\ / Floating
\ /
\ /
5% \ /95%
\ / Compression
\ / Service
Power(e) \ / (Hp-hrs)
- ---------------- _________ ----------------- ____________ ----------------
UTILITY _________ ECC LLC ____________ TW
- ---------------- $ ----------------- Btus and ----------------
| | \ \ Annual Charge
Btus | | $ \ \
| | O \ \
$ | | & \ \ $
- ---------------- __________ ----------------- M \ \ ----------------
ENA __________ ECS \ \ ---------- TW
- ---------------- Btus ----------------- ----------------
</Table>
140
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. ECC
LLC owns the compressor motors and equipment located at the Bisti and Bloomfield
Compressor Stations and at the Gallup Compressor Station and associated
contracts.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
Certain potential tax obligations of ECC LLC are to be determined.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENE
indemnified Echo for certain liabilities relating to Echo's ownership interest
in ECC LLC.
27. HAWAII
a. LEGAL STRUCTURE. At the Initial Petition Date,
Project Hawaii consisted of nine separate asset monetizations through either
Hawaii I or Hawaii II. Hawaii I was established as a nine-month revolving
facility and Hawaii II was established as a two-year revolving facility.
Each monetization involved five to six individual parties: a
Sponsor, which was ENE or an ENE consolidated subsidiary that desired to
monetize the present value of an asset; an Asset LLC and a Transferor LLC (each
formed by the Sponsor); either Hawaii I or Hawaii II; a Swap Counterparty
(usually ENA), and a Guarantor (where required, ENE).
Each Sponsor contributed an asset to a separate Asset LLC. In
exchange for such contributions, the Sponsors received Class A membership
interests in the various Asset LLCs and a right to receive a special
distribution on the closing date but after the closing time for the transaction.
A Class A interest represents 100% of the voting power, with certain
restrictions, of such Asset LLC and the right to receive .01% of all
distributions made by the Asset LLC.
Each Asset LLC issued its Class B membership interest to the
Transferor LLC in return for the contribution of a promissory note from the
Transferor LLC. The Class B interests are non-voting. Each Transferor LLC
assigned the Class B interest to a series of either Hawaii I or Hawaii II.
Hawaii I and Hawaii II were initially formed with a
contribution of $100 by CIBC in return for a beneficial interest certificate,
CIBC, in its capacity as holder of the beneficial interest certificate, then
directed the Owner Trustee (Wilmington) to establish a separate series of the
applicable trust to purchase and separately account for and hold each Class B
interest.
Hawaii I and Hawaii II are each a party to a credit facility,
each dated November 20, 2000, each among CIBC, as administrative agent, CIBC
World Markets Corp., as sole lead arranger and bookrunner, First Union National
Bank and SAN PAOLO IMI S.p.A, as co-arranger, BNP Paribas, as syndication agent,
Bayerische, as documentation agent, and the lenders party thereto.(25)
- --------------------
(25) The Hawaii I Credit Facility had a committed amount of $165 million,
and the Hawaii II Credit Facility had a committed amount of $385 million.
141
In order to finance the purchase of Class B interests, Hawaii
I and Hawaii II (i) issued Series Certificates of Beneficial Ownership to CIBC
and (ii) drew down advances under the Credit Facilities. The aggregate cash
purchase price for all Series Certificates purchased by CIBC, in its capacity as
holder of the Series Certificates of Beneficial Ownership, was $18,733,305.(26)
Interest accrues on the Series Certificate at an aggregate rate equal to 15% per
annum. Through separate tranches under each Credit Facility, Hawaii I and Hawaii
II drew down aggregate principal amount equal to $436,430,114.(27) The interest
rate payable under the Credit Facility is equal to (i) a rate not higher than
the Federal Funds Rate plus 0.5%, in the case of base rate advances, and (ii)
the LIBOR rate for the applicable one-, two- or three-month periods (as selected
by the applicable trust) plus 0.55% (Hawaii I) or 0.75% (Hawaii II), in the case
of LIBOR rate advances.
Upon receipt of the proceeds of the sale of the Class B
Membership interest from the applicable trust, the Transferor LLC paid the note
to the Asset LLC. Upon receipt of the payment on the note, the Asset LLC made a
special distribution to the Sponsor. The Sponsors received an aggregate amount
in special distributions equal to $455,163,419.
In connection with each purchase of a Class B interest, ENA
(or in limited circumstances, ENE) and the applicable trust entered into a total
return swap agreement, pursuant to which (i) on each interest payment date under
the Credit Facility (x) ENA paid the applicable trust all interest and other
sums due to the lenders on such date and (y) the applicable trust paid to ENA
all monies or other consideration received with respect to the Class B interest
as of such date less any amounts payable on the Series Certificate on such date
and (ii) on the maturity date of the loans under the Credit Facility, (x) ENA
paid to the applicable trust all principal, interest, and other sums due to the
lenders on such date and (y) the applicable trust paid to ENA all funds on hand
on such date, less any amounts payable to CIBC, as the holder of the Series
Certificate. The lenders have priority over CIBC, in its capacity as holder of
the Series Certificate with respect to all distributions to be made by Hawaii I
or Hawaii II, and consequently the swap agreement provides credit support only
for the loans under the Credit Facility. Payments made by ENA to Hawaii I or
Hawaii II under the swap agreement cannot be applied in repaying CIBC, in its
capacity as holder of the Series Certificate, or paying accrued yield on the
Series Certificate.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
- -------------------------
(26) $12,733,305 of Series Certificates were issued for Hawaii II and $6
million for Hawaii I.
(27) $273,998,298 was drawn under the Hawaii II Credit Facility and
$162,431,816 was drawn under the Hawaii I Credit Facility.
142
(GRAPH)
------------------------------------
___________ ENE or ENE Consolidated Subsidiary __________
| ------------------------------------ |
| | | |
| | | Class A Membership Interest |
| Asset | | (100% voting in Asset LLC |
| | | and .01% economic interest) |
| | | and $ |
| ------------ |
| Asset | 100% Interest
| LLC |
| ------------ |
| | | |
| Class B Membership | | |
| Interest (99.99% | | |
| economic interest | | $ |
| in Asset LLC and | | |
| no voting) | | |
- ------------------- ------------ |
Total Return Swap Transferor ___________________________
from ENE or ENA LLC
(Guaranteed by ENE) ------------
- ------------------- | |
| Class B Membership | |
| Interest (99.99% | |
| economic interest | | ----------------
| in Asset LLC and | | $ Equity Holders
| no voting) | | ----------------
| | | / /
| | | / /
| | | / /
| | | $ / /
| | | / / Equity Certificate
| | | / /
| -------------- $ ---------------
_________________ Hawaii 125-0 _________________ Bank Revolver
Trust _________________
-------------- Note ---------------
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE.
(i) SERIES MCGARRET Q. McGarret III, L.L.C., as
the Asset LLC, holds a Special Warrant to purchase 2,791,800 shares of
non-voting common stock of New Power Holdings, Inc. at a price of $0.05 per
share.
(ii) SERIES MCGARRET R. McGarret II, L.L.C., as
the Asset LLC, holds a Special Warrant to purchase 8,458,200 shares of
non-voting common stock of New Power Holdings, Inc. at a price of $0.05 per
share.
(iii) SERIES MCGARRET S. McGarret I, L.L.C., as
the Asset LLC, holds a Special Warrant to purchase 6,766,400 shares of the
non-voting common stock of New Power Holdings, Inc. at a price of $0.05 per
share.
(iv) SERIES MCGARRET I. McGarret VIII, L.L.C., as
the Asset LLC, holds a Class C Membership Interest in EBS Content Systems L.L.C.
(v) SERIES MCGARRET J. McGarret X, L.L.C., as
the Asset LLC, holds a Class A Membership Interest in LE Hesten Energy LLC.
(vi) SERIES MCGARRET L. McGarret XII, L.L.C., as
the Asset LLC, holds a Series A Porcupine Certificate of Tahiti Trust in the
amount of $30 million representing a
143
fractional interest in a $259,212,085 Porcupine Note made payable to Pronghorn
I, LLC by Porcupine I LLC.
(vii) SERIES MCGARRET T. McGarret XI, L.L.C., as
the Asset LLC, holds approximately $25.4 million, the proceeds of the sale of
100% of the outstanding shares of common stock in CGas Inc.
(viii) SERIES MCGARRET U. McGarret XIII, L.L.C., as
the Asset LLC, holds a Series Porcupine B Certificate of Tahiti Trust in the
amount of $20 million, which represents a fractional interest in a $259,212,085
Porcupine Note made payable to Pronghorn I, LLC by Porcupine I LLC.
(ix) SERIES MCGARRET V. McGarret VI, L.L.C., as
the Asset LLC, holds a Class B Certificate representing a $15 million beneficial
interest in European Power Limited Company. The Amended and Restated Trust
Agreement of European Power Limited Company controls the transfer of this Class
B Certificate. Enron European Power Investor LLC, as the Sponsor, remains the
record holder of this certificate. The Sponsor is required to transfer legal
title to the certificate upon request by the Asset LLC.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
The amount outstanding under the Hawaii I Credit Facility is approximately $162
million. The amount outstanding under the Hawaii II Credit Facility is
approximately $274 million.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. Under
the swap agreements, ENA, where it is a party to such agreements, and ENE, as
swap counterparty or guarantor, may be obligated for the difference between the
amounts received by Hawaii I or Hawaii II in asset sales or other distributions
from assets, and the amounts outstanding under the Credit Facilities.
28. INAUGURATION/ELETROBOLT
a. LEGAL STRUCTURE. Project Inauguration is a $475
million, 20-month term facility set up in December 2000 to (1) finance, develop,
and construct Eletrobolt in the State of Rio de Janeiro, Brazil and (2) order
for purchase four MHI natural gas turbines, two each of which were to be used in
the development of the RioGen and Cuiaba II power plant projects in Brazil.
Project Inauguration was set up to satisfy accounting requirements to allow
off-balance-sheet treatment of certain types of construction loans.
Project Inauguration was effected through a construction
agency agreement between BPDT, ESAT, an indirect wholly owned subsidiary of ENE,
and Wilmington (BPDT's administrative agent). The owner of the Eletrobolt
project and the RioGen and Cuiaba II assets is BPDT, which is not an ENE
affiliate. BPDT funded the construction of Eletrobolt and the purchase of the
MHI turbines by issuing membership interests to John Hancock Life Insurance
Company (3% of the funding) and through a credit agreement by issuing secured
notes to a syndicate of 17 banks led by West LB (97% of the funding). The notes
are secured by a pledge of all assets (Eletrobolt and the MHI turbines) and the
collateral assignment of BPDT's rights under an ENE guaranty. BPDT appointed
ESAT as its agent to oversee the planning, engineering and construction of both
Eletrobolt and the MHI turbines.
144
ENE provided a guaranty for ESAT's performance. Per accounting
rules, the guaranty is limited to 89.9% of amounts outstanding, but increases to
100% under certain circumstances such as a bankruptcy filing by ENE.
Under the construction agency agreement, ESAT (on the earlier
of (i) the August 31, 2002 maturity date or (ii) prior to or at completion of
Eletrobolt) had the option to repurchase the entire Project Inauguration,
Eletrobolt itself, or the MHI turbines. In the event that ESAT exercised the
purchase option for the entire Project Inauguration, the purchase price would be
equal to an amount sufficient to repay the lenders and John Hancock in full. In
the event that ESAT exercised the purchase option specifically for either
Eletrobolt or the MHI turbines, the purchase price would be an amount sufficient
to repay the lenders and John Hancock the outstanding balance remaining on the
particular asset plus all other amounts due under any related Project
Inauguration documents. In addition to the purchase options, ESAT had the option
to lease the entire Project Inauguration, Eletrobolt itself, or the MHI turbines
from the Trust for a term of 5 years.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
--------------
- ------------- John Hancock ----------------
Enron Corp (EQUITY) WLB as Lenders
(GUARANTOR) _______Enron -------------- Agent
- ------------- Guarantee | (DEBT)
| | ----------------
| 100% Owned |
| | |
|____________ ------------------- |
- --------------------- Brazilian Power |
Enron South America Development |
Turbine LLC ________________ Trust _______________|
(AGENT) Construction (OWNER'S TRUST)
- --------------------- Agency -------------------
\ Agreement |
\ |
Construction Activities 100%
\ __________________________|________________________
------\-----|--------------------------|------------------------|--------
| | | | |
| --------------------- --------------------- --------------------- |
| Enron Brazil Turbines Enron Brazil Power Enron Brazil Turbines |
| I Ltd Holdings 20 Ltd II Ltd |
| RIOGEN FACILITY) ELECTROBOLT FACILITY) CUIABA II FACILITY) |
| --------------------- --------------------- --------------------- |
| | | | |
| | | 100% | |
| | | | |
| ------------ ------------------------ ------------ |
| MHI TURBINES Enron Brazil Holdings 20__ MHI TURBINES |
| 1&2 ------------------------ | 3&4 |
| ------------ | | ------------ |
| | 100% | |
| | | |
A | -------------------- | |
S | Enron Brazil Power | |
S | (under Investments 20 Ltd. 99.99% |
E | construction -------------------- | |
T | management) | | |
S | | .01% | |
| | | |
| ------------------------- | |
| SocidedadeFluminense de | |
| EnergiaLtda (SFE) ___| |
| (379 MW PLANT) |
| ------------------------- |
------------------------------------------------------------------------
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE.
BPDT holds the assets of Project Inauguration (Eletrobolt and the MHI turbines).
Until August 3, 2003, John Hancock owned 100% of BPDT at which time the lenders
foreclosed on John Hancock's interests in BPDT. The lenders hold a security
interest in the assets and in BPDT's rights under the ENE guaranty.
145
BPDT has several subsidiary companies that control the
day-to-day operations of the assets under Project Inauguration and work with
ESAT to implement all construction activities. Specifically, Enron Brazil Power
Holdings 20 Ltd. constructs Eletrobolt and also is the parent company of SFE
(the company party to the Consortium Agreement, described below, that is
responsible for converting the natural gas into electricity at Eletrobolt).
Enron Brazil Turbines I Ltd. is responsible for oversight of the RioGen power
plant project (incorporates 2 of the MHI turbines) and Enron Brazil Turbines II
Ltd. is responsible for oversight of the Cuiaba II power plant project
(incorporates the remaining 2 MHI turbines).
BPDT also is the beneficiary of a $214.1 million promissory
note from ENHBV.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
BPDT was obligated to repay principal and interest on the notes issued to the
lenders and yield on the certificates issued to John Hancock. BPDT was to meet
this obligation from payments it was to receive in connection with ESAT's
purchase option exercise, the receipt of proceeds under certain insurable
events, and/or the receipt of payments under the 5-year lease option.
As agent for BPDT, ESAT was responsible for supervising and
managing the construction of Eletrobolt and the MHI turbines within an
agreed-upon budget and time period. ESAT provided the budget, made all requests
for money from the lenders and BPDT to pay construction costs, hired all
engineers and contractors, and paid all workers. ESAT was required to indemnify
BPDT, the lenders, and certain third parties against harm or loss only for acts
or failures to act on ESAT's part.
ESAT's obligations as the agent are guaranteed to BPDT by the
ENE guaranty. The lenders have a security interest in BPDT's rights under the
ENE guaranty and the assets within Project Inauguration.
If upon the earlier of (i) August 31, 2002, or (ii) the
completion of Eletrobolt, the MHI turbines or the entire Project Inauguration,
ESAT had not exercised either of the purchase options or the lease option, BPDT
could have exercised a remarketing option whereby ESAT would be responsible for
performing actions necessary to remarket Project Inauguration to third parties
and for paying a deposit amount, supported by the ENE guaranty, equal to 89.9%
of the outstanding capital costs of Project Inauguration.
To further market the electricity produced by Eletrobolt, SFE,
Petrobras, and ECE entered into a Consortium Agreement whereby Petrobras
supplies natural gas to SFE, SFE uses the natural gas to generate electricity,
SFE supplies the electricity to ECE, and ECE markets the electricity to
Brazilian consumers, collects and accounts the sale proceeds, and makes
distributions to all Consortium Agreement parties pursuant to the terms of the
Consortium Agreement. The members of the Consortium are SFE, Petrobras and ECE.
The Consortium Agreement (and any related marketing arrangements) is completely
independent from the construction agency agreement and any other transaction
associated with the Project Inauguration financing. In addition, SFE receives an
allocation, which consists of a fixed capacity payment (covers fixed costs, debt
service, and return on equity) and an energy payment (covers variable costs).
Petrobras is responsible for making up any shortfall in the SFE allocation if
there are insufficient funds generated from the sale of the electricity. In
exchange,
146
Petrobras is paid for the cost of the fuel supplied and 25% of any upside beyond
the SFE allocation and the cost of the fuel. ECE sells the electricity either in
the spot market or through short-term bilateral contracts. In return for
marketing electricity, collecting the funds and keeping track of the accounting,
reporting and distribution of the funds pursuant to the Consortium Agreement,
ECE receives 75% of any upside beyond the SFE allocation and the cost of the
fuel.
SFE owes ENHBV $214.1 million in the form of a promissory note
and an import-finance agreement.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ESAT's
obligations as the agent are guaranteed to BPDT by the ENE guaranty. The lenders
have a security interest in BPDT's rights under the ENE guaranty and the assets
within Project Inauguration
f. STRUCTURE RESOLUTION. On June 28, 2002, BPDT, West
LB, ESAT, ENE, Enron Brazil Turbines II Ltd., Enron Brazil Turbines I Ltd., and
equipment supplier MHI entered into a Settlement Agreement and Mutual Release to
resolve the remaining payment and performance obligations under the Cuiaba and
RioGen turbine purchase agreements. Following Bankruptcy Court approval, the
Settlement Agreement became effective on August 16, 2002.
Under the court-approved Settlement Agreement, MHI released
all the parties to the Cuiaba and RioGen turbine purchase agreements from all
claims and remaining payment and performance obligations, credited approximately
$14.0 million paid to it for the Cuiaba turbines to the remaining $20 million
due under the RioGen turbines and in exchange received a one-time payment of
$6.0 million from the Trust to complete the RioGen turbines. The Cuiaba turbine
purchase agreement was cancelled and BPDT presently has full title and
possession of the RioGen turbines. Refer to Section IV.B.4.c., "Mitsubishi Heavy
Industries" for further information.
In addition to the prior settlement, on August 21, 2003, all
parties to the Construction Agency Agreement, the Credit Agreement, and certain
ancillary agreements entered into a Settlement Agreement and Mutual Release to
resolve the payment and performance obligations in respect of the Eletrobolt
power plant financing. The order approving the Settlement Agreement and Mutual
Release was entered by the Bankruptcy Court on October 2, 2003. On October 30,
the parties consummated the transactions contemplated by the Settlement
Agreement and Mutual Release.
Under the Settlement Agreement and Mutual Release, the various
Enron parties agree to transfer their interests in the Eletrobolt power plant
and the Consortium Agreement to SFE and West LB, as agent for the lenders. ENHBV
will transfer the SFE note to West LB in exchange for the cancellation of the
note payable by ENHBV to BPDT. Additionally, the Enron parties will receive
approximately $11 million in respect of Consortium and ECE marketing activities
and certain pledged amounts, and will participate in the monetization of certain
receivables in respect of those marketing activities. The Enron parties will
release BPDT and West LB, as agent for the lenders, from all liabilities and
obligations in respect of the Eletrobolt transaction. The Enron parties receive
mutual releases in respect of their obligations, including a release of ENE's
guaranty of ESAT's obligations as agent for BPDT.
147
29. INVESTING PARTNERS/STEELE
a. LEGAL STRUCTURE. During 1997, ENE and BT (and its
affiliates) formed Investing Partners to acquire and manage a portfolio of
financial assets, including residual real estate mortgage interests, certain
aircraft assets, ENE intercompany notes, equity interests of ENE affiliates, and
corporate bonds.
At or around the date of formation, Investing Partners
borrowed $51.2 million from ENA and purchased $51.2 million of investment grade
corporate bonds from BT. ENE indirectly contributed to Investing Partners,
through its subsidiaries (ECT Investing Corp., ECT Investments Holding Corp.,
and ETS), $42.8 million of cash, an aircraft subject to debt of $42.6 million,
preferred stock in ECT Equity Corp., and various intercompany receivables. The
ENE subsidiaries received general and limited partnership interests in Investing
Partners representing approximately 94.16% of the voting power and value of
Investing Partners. BT and its affiliates became limited partners in Investing
Partners and contributed $4.4 million of cash and $7.5 million of REMIC residual
interests to Investing Partners. BT and its affiliates received limited
partnership interests representing 5.84% of the voting power and value of
Investing Partners and $4.5 million of Investing Partners debt securities.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
<Table>
------------------------
ENE
------------------------
|_______________________________
| |
------------------------ ------------------------
_______________ ENA Enron Transportation
| Services Company
| ------------------------ ------------------------
| | | |
| | | |
| ---------------- ------------------ | ---------------- --------------
| ECT Investing ECT Investments | BT Green, Inc. Bankers Trust
| Corp. Holding Corp. |
| ---------------- ------------------ | ---------------- --------------
| | | | | |
| General and Limited | | | | |
| Partnership Interests | |____________________| (1) $3,049,531 Class B L.P. | (1) $4,480,469 Class B L.P. |
| 94.16% vote and value | | Interest | Interest |
| | | (2) $2.4 million Debt | (2) $3.6 million Debt |
| | | | |
| ------------------------ | |
| Investing ____________________________________________________________________________________
| Partners
| ------------------------
| | |
| $94 million | |
| Pref. Stock | |
| | |
| | __________________________________________________________________________________________
| ------------ | | | | | |
|______ ECT --------------- ------------ | ------------ ----------- ----------------
Equity Corp. $1.9 million $16 million | $6 million $48 million ECT
------------ REMIC Residuals Aircraft | Debt Payable Enron Corp. Diversified
| | (Falcon 900) | Receivables Investments, LLC
| | --------------- ------------ | ------------ ----------- ----------------
| | | | |
- --------------- ------------------ ---------------- ------------- -------------
$93.5 million $110 million $48.7 million $23.7 million $48.7 million
Enron Corp. Enron Reserve Acq. ECT Diversified Corporate Debt Payable
Note Note Note Bonds
- --------------- ------------------ ---------------- ------------- -------------
</Table>
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. As
of the Initial Petition Date, Investing Partners' significant assets included
$48 million of ENE intercompany receivables, various intercompany receivables of
other ENE affiliates (including Debtors and non-Debtors) in the aggregate amount
of $16 million, residual REMIC interests, $94 million in preferred stock of ECT
Equity Corp., a corporate aircraft with a net book value of $16 million,
148
and 100% membership interest in ECT Diversified Investments, L.L.C., whose
primary asset is $24 million in corporate bonds.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
As of the Initial Petition Date, Investing Partners' significant liabilities
included $6 million zero coupon debt to BT, various intercompany payables, and
BT's $8 million limited partnership interest.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENE
guaranteed various obligations of the ENE affiliates in the structure, including
Investing Partners' obligations under the debt securities issued to BT and its
partnership agreement. In addition, ENE entered into various put agreements with
BT and its affiliates requiring, under certain circumstances, ENE to purchase
recapitalization notes issued by Investing Partners to BT after a
recapitalization of Investing Partners. Such recapitalization of Investing
Partners would convert BT's outstanding debt and equity interests in Investing
Partners into debt securities of Investing Partners guaranteed by ENE.
30. JOINT ENERGY DEVELOPMENT INVESTMENTS II LIMITED PARTNERSHIP
a. LEGAL STRUCTURE. JEDI II was formed in December 1997
as a venture capital partnership for the purpose of (i) acquiring, owning,
holding, making, participating in, exercising rights with respect to, and
disposing of certain qualified investments with the purpose of achieving a
target pre-tax internal rate of return on aggregate capital invested of 20%, and
(ii) subject to certain other limitations (primarily based on concentration
limits, geography, and risk) to engage in any other business activity necessary
or incidental to the business purposes set forth above and that was not
forbidden by applicable law. Qualified investments are related to natural gas,
crude oil, electricity and other forms of energy, as well as an investment in
Enron Energy Services, an ENE subsidiary.
149
b. STRUCTURE DIAGRAM.
(GRAPH)
<Table>
-----------
_________________________________________ ENA _______________________________________
| ----------- |
100% | | | | 100%
| | 100% | 100% |
- ----------------------- ------------------------ ----------------------- ----------------------
Enron Capital II Corp Enron Capital III Corp Enron Capital IV Corp Enron Capital V Corp
- ----------------------- ------------------------ ----------------------- ----------------------
| | | |
| | | |
1% GP | | 99% LP 1% GP | | 99% LP
| | | |
| | | |
-------------------------- --------------------------
Enron Capital Management Enron Capital Management
II LP III LP
-------------------------- --------------------------
| 1% GP 49% LP |
|_____________________ _______________________|
| |
| |
-------------------------- 50% LP -----------------
JEDI II ____________________________ CalPERS
-------------------------- -----------------
</Table>
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. As
of the Initial Petition Date, JEDI II had approximately $278 million in assets,
according to its unaudited year end financial statements.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
As of the Initial Petition Date, JEDI II had approximately $4 million in
liabilities, according to its unaudited year end financial statements.
31. JT HOLDINGS SYNTHETIC LEASE
a. LEGAL STRUCTURE. In December 2000, Ventures, a wholly
owned ENE subsidiary, refinanced an existing synthetic lease facility guaranteed
by ENE covering the two remaining assets in the facility: (i) real property and
a methanol plant thereon in Pasadena, Texas, with a termination value of
approximately $74 million, and (ii) real property and gas storage facilities
thereon in Mt. Belvieu, Texas, with a termination value of approximately $36
million. The refinancing was accomplished by amending the structure documents
to, among other things, extend the term of the leases by five years and
facilitate the sale and assignment by certain financial institutions of their
interests in the structure to certain other financial institutions. In June
2001, the Mt. Belvieu assets were sold for their approximate termination
150
value, reducing the amended $110 million synthetic lease facility to the
approximate $74 million covering the Pasadena assets.
The lease covering the Pasadena, Texas property is between
State Street (in its capacity as trustee of the 1991 Enron/NGL Trust), as
lessor, and Ventures, as lessee. In July 2003, Reliance Trust Company succeeded
State Street as Trustee of the 1991 Enron/GL Trust. In December 1991, the 1991
Enron/NGL Trust had issued $600 million aggregate principal and stated amounts
of Interim Trust Notes, Series A Trust Notes, Series B Trust Notes, and Series C
Trust Certificates to finance its acquisition of several assets (including the
Pasadena, Texas property), and refinanced these instruments in December 1995.
The Series A Trust Notes and Series B Trust Notes were issued to JT Holdings, a
SPE unaffiliated with ENE; JT Holdings financed its purchase thereof through CXC
Incorporated, a commercial paper conduit affiliated with Citibank, and such
financing was backed by a syndicate of financial institutions. Assets were sold
from the synthetic lease structure from time to time, and by the December 2000
refinancing, only the Pasadena and Mt. Belvieu, Texas assets remained. The 1991
Enron/NGL Trust restructured the instruments covering these remaining assets in
December 2000, issuing (i) new Series A Trust Notes, due on December 6, 2005, to
JT Holdings (ENE understands that the indebtedness of JT Holdings to CXC
Incorporated has been satisfied and that Citibank, Bank of Tokyo-Mitsubishi,
Ltd. and The Bank of Nova Scotia hold interests in the A-Notes through JT
Holdings); (ii) the Series B Trust Notes, due on December 6, 2005, to Barclays
and CSFB; and (iii) the Series C Trust Certificates, due on expiration or
termination of the lease, to Barclays and CSFB.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
<Table>
-----
ENE
----- \ -------------
| \ Guarantees / Banks
| \ Liquidity / -------------
| \____________ Facility/ /Interest in
| 100% \ / / A Notes
| Synthetic \ / /
---------- Lease -------------------- A Notes ---------------
Ventures ________________ 1991 Enron/ _____________ JT Holdings
NGL Trust
---------- -------------------- ---------------
| /\ |
Sublease | 100% B Notes / \ C Certificates | Satisfied Loan
| / \ |
---------- ------------ ------------ ---------------
Methanol Barclays & Barclays & CXC,
CSFB CSFB Incorporated
---------- ------------ ------------ ---------------
|
| Satisfied Loan
|
---------------
Commercial
Paper Market
---------------
</Table>
151
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. As
of the Initial Petition Date, the significant assets in this structure consist
of real property and a shut down methanol plant thereon located in Pasadena,
Texas.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
As of the Initial Petition Date, the following instruments issued by the 1991
Enron/NGL Trust and evidencing an aggregate principal or stated liability of
approximately $74 million were outstanding: Series A Trust Notes in the
principal amount of approximately $59.2 million, Series B Trust Notes in the
principal amount of approximately $12,215,622, and Series C Trust Certificates
in an aggregate stated amount of approximately $2,584,378; these debt and equity
instruments are interest and yield bearing, respectively.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. During
the life of the lease, Ventures has various financial obligations that are
guaranteed by ENE, including, but not limited to, payment for rent, insurance,
maintenance, and taxes. At the end of the lease, the parties to the structure
may have the following three options: (i) refinance the lease; (ii) ENE/Ventures
could purchase the assets for the termination value of approximately $74
million, or (iii) if ENE/Ventures neither refinance the lease nor purchase the
assets, then the assets might be sold to a third party, and to the extent of any
deficiency between the amount of sales proceeds and structure liabilities, ENE
might be liable for up to either the residual guarantee amount of approximately
$59.2 million or the termination value of approximately $74 million. Application
and interpretation of the terms of documents governing this structure will
determine the priority of the ultimate distribution of any amounts received in
respect of structure liabilities and sales of structure assets among the holders
of the Series A Trust Notes, Series B Trust Notes, and Series C Trust
Certificates, and Ventures and ENE.
32. K-STAR
a. LEGAL STRUCTURE. In June 2001, KStar LP, a limited
partnership formed under the laws of Delaware, received cash contributions from
its limited partner (99.9999% interest) KStar Trust, a Delaware business trust,
and its general partner (0.0001% interest) Maguey, a wholly owned subsidiary of
ENA. The cash contributed by KStar Trust as consideration for its limited
partner interest in KStar LP was generated from debt and equity issued by KStar
Trust to third-party financial institutions.
KStar LP's primary business purpose is to acquire, own, hold,
operate, manage, and dispose of a production payment and term overriding royalty
interest and to engage in any other activities incidental, necessary, or
appropriate to the foregoing. KStar LP used the cash contributions made by its
partners in June 2001 to acquire such production payment and royalty interests
from an ENA subsidiary that had acquired them from a third party. KStar LP also
then entered into (i) interest rate and commodity swaps with ENA who assigned
them to SRFP in August 2001, which then contemporaneously entered into similar
swaps with ENA, and (ii) two commodity purchase and sale agreements for the sale
of crude oil and natural gas to ERAC and ENA Upstream, respectively, each of
which are affiliates of ENA.
In June 2001, KStar LP also retained Maguey to act as servicer
to perform certain operating activities and as balancer to advance money to
KStar LP, subject to certain conditions,
152
should a shortfall occur in amounts owed to KStar LP due to a timing difference
between scheduled volumes of commodities to be delivered in a month and actual
volumes of commodities delivered in that month. Mescalito, a wholly owned
subsidiary of Maguey, replaced Maguey as balancer in August 2001.
In August 2001, the original noteholder of KStar Trust
assigned its debt interests in KStar Trust to another third-party financial
institution and KStar Trust obtained an insurance policy from two third-party
insurers for the benefit of KStar Trust's new noteholder. The insurance policy
covered outstanding principal and interest on the KStar Trust notes held by the
noteholder. The insurers also issued an insurance policy for the benefit of
Mescalito to insure KStar LP's obligation to reimburse Mescalito for balancing
advances. The insurers also issued a policy for the benefit of SRFP to insure
KStar LP's payment under the interest rate and commodity swaps.
Contemporaneously with the issuance of the insurance policies,
the insurers and Enron Re entered into a reinsurance agreement, pursuant to
which Enron Re agreed to pay the first $10 million of claims and 15% of all
claims thereafter under the insurance policies.
ENE guaranteed its affiliates' obligations under the
applicable transaction documents, except for those of KStar LP.
By letters dated January 3, 2002, KStar Trust, as sole limited
partner of KStar LP, (i) notified Maguey of its removal as general partner of
KStar LP, effective immediately, asserting that Maguey had materially breached
provisions of the amended and restated limited partnership agreement of KStar
LP, and (ii) notified KStar LP of such removal and that KStar Trust had elected
to continue KStar LP's existence and appoint NoStar, LLC, an entity unaffiliated
with ENE, as general partner of KStar LP effective January 4, 2002. By letter
dated January 11, 2002, Maguey (i) notified KStar Trust that Maguey was not in
material breach of the KStar LP partnership agreement and (ii) recognized the
right of KStar Trust to remove Maguey as general partner at KStar Trust's
discretion, Maguey offered to waive its right to 30-days prior notice of removal
provided that KStar Trust took action and provided notice to Maguey that it was
being removed as general partner without cause. KStar Trust did not provide such
notice.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
153
(GRAPH)
<Table>
Production Payments/
- ------------ Term Overriding ---------------- 99.9999% ------------ Equity ------------------------
Royalty Interests Interest ------------
Producers --------------------------- ---------- KStar
VPP Debt Financial Institutions
- ------------ Trust ------------
------------------------
------------ | Insurance
- ------------ Commodity | Policy
ENA Purchase ------------ Insurance |
Affiliates And Sale Balancing Policy ----------
(ENA Agreements KStar Agreement Mescalito -------------- Insurers
Upstream --------------------------- VPP ---------- Ltd. Guaranty ----------
and LP ---------- | Reinsurance
ERAC) ------------ | | Policy
- ------------ | |
| --------- Guaranty
------------ | Enron -----------
0.0001% | Re |
ISDA Interest | --------- |
- ------------ Master ---------- Maguey Guaranty | |
Agreement VPP, ---------- |
SRFP --------------------------- Balancing LLC | |
Agreement | --------- |
- ------------ ---------- |-------- -----------
| ISDA ------------ ENE
| Master ---------------- |
| Agreement | ---------
- ------------ ------------ |
ENA |
ENA ------------ |
--------------------------------------------------------------------------------------------------
- ------------
</Table>
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. As
of the Initial Petition Date, KStar LP held a production payment and a term
overriding royalty interest, and an ISDA Master Agreement with associated
confirmations with SRFP.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
As of the Initial Petition Date, (i) KStar LP owed the delivery of crude oil and
natural gas to ENA affiliates, (ii) KStar LP potentially owed a mark-to-market
payment to SRFP, assuming the ISDA Master Agreement between SRFP and KStar LP
had been terminated, (iii) KStar LP may have had cash distribution obligations
to its contractual counterparties, including, without limitation, Maguey,
Mescalito, ENA Upstream, ERAC, and KStar Trust, and (iv) KStar Trust may have
had cash distribution obligations to the holders of debt and equity instruments
issued by KStar Trust to third-party financial institutions.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. SRFP
delivered a Notice of Event of Default and Designation of Early Termination Date
of December 3, 2001 in respect of the ENA-SRFP ISDA Master Agreement and
associated confirmations which include, without limitation, those related to
this structure under which ENA may have exposure to SRFP; SRFP asserted an
aggregate loss of approximately $41.8 million under the ISDA Master Agreement,
some portion of which may be related to this structure. Claims may be made
against ENA Upstream and ERAC under commodity purchase and sale agreements with
KStar LP. Additionally, ENE has guaranteed the obligations of ENA, Mescalito,
Maguey, ENA Upstream, ERAC, and Enron Re under various agreements between these
entities and KStar LP and the third-party insurers.
33. MAHONIA PREPAID FORWARD CONTRACTS
154
a. LEGAL STRUCTURE. For a number of years prior to the
Initial Petition Date, ENA and ENGMC entered into prepaid forward contracts with
Mahonia Ltd. and Mahonia Natural Gas Ltd. Under each prepaid forward contract,
ENA or ENGMC agreed to either (i) deliver a fixed volume of natural gas or crude
oil, or (ii) make a payment based on a fixed price for natural gas in return for
a lump sum cash payment. ENE guaranteed the obligations of its subsidiaries that
entered into the prepaid forward contracts with Mahonia. The prepaid forward
contracts with Mahonia that remained open as of the Initial Petition Date are as
follows:
DATE NOTIONAL VALUE MARK-TO-MARKET
ENE COMPANY EXECUTED AT CLOSING VALUE AT 12/03/01
- ------------- ----------- -------------- -----------------
ENGMC 12/18/1997 $ 299,991,679 8,166,574
ENGMC 6/26/1998 250,000,000 50,797,539
ENGMC 12/01/1998 249,994,352 96,391,022
ENGMC 6/28/1999 499,999,986 391,061,132
ENA 6/28/2000 649,999,352 627,291,618
ENA 12/28/2000 330,403,325 253,151,919
ENA 9/28/2001 350,000,000 338,880,229
ENA and ENGMC also entered into contracts to hedge exposure
under each of the prepaid forward contracts; many of the hedge contracts were
entered into with JPMCB. ENE secured, for the benefit of Mahonia, either a
surety bond or letter of credit to guarantee the payment of ENE. Refer to
Sections IV.C.1.c(i)., "Trading Litigation Referred to Mediation",
IV.C.1.c(ii)(B)., "American Home Assurance Co. & Federal Insurance Co. v. Enron
Natural Gas Marketing Corp., Enron Corp., JPMorgan Chase & Co., and American
Public Energy Agency" and IV.C.1.d(iii)., "JPMorgan Chase Bank, for and on
behalf of Mahonia Limited and Mahonia Natural Gas Limited v. Liberty Mutual
Insurance Company, Travelers Casualty & Surety Company, St. Paul Fire and Marine
Insurance Company, Continental Casualty Company, National Fire Insurance Company
of Hartford, Fireman's Fund Insurance Company, Safeco Insurance Company of
America, The Travelers Indemnity Company, Federal Insurance Company, Hartford
Fire Insurance Company, and Lumbermens Mutual Casualty Company".
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
155
(GRAPH)
----------- -------------
SURETY BOND
MAHONIA ___________________ OR LETTER
Guarantee OF CREDIT
----------- -------------
| | / /
Gas/ | | $ / /
Crude | | Indemnity or / /
| | Reimbursement / /
----------- Agreement / /
------/ /
ENA/ENGMC / -------/
/ /
----------- / / Premium to
| / / Purchase Bond/Fee for
| Guarantee / / Letter of Credit
| / /
----------- / /
-----/ /
ENE /
------/
-----------
c. SIGNIFICANT LIABILITIES OF DEBTOR. ENA and ENGMC are
obligated under the prepaid forward contracts and ENE guaranteed those
obligations. ENE also has reimbursement or indemnification obligations under the
surety bonds and letter of credit.
34. MALISEET/COCHISE
a. LEGAL STRUCTURE. In January 1999, ENE recapitalized
an existing subsidiary and renamed it Maliseet. Maliseet elected to be a REIT.
ENE purchased a diversified portfolio of publicly traded
mortgage securities for approximately $25 million from BT Green, Inc., an
affiliate of BT (now part of DB), and contributed them to Maliseet. ENE received
voting and non-voting preferred stock of Maliseet. Concurrently, ENE sold 1,000
shares of the common stock of Maliseet to BT.
BT contributed to Maliseet (i) a diversified portfolio of
publicly traded mortgage securities valued at approximately $2.7 million and
(ii) securities representing the residual interest in certain real estate
mortgage investment conduits with an agreed value of $165,000. BT received, in
return, 1,000 shares of common stock of Maliseet and a zero-coupon promissory
note for the net carrying amount of $1.6 million.
156
In addition, ENE sold non-voting preferred stock of Maliseet
of nominal value to 98 independent investors and six individuals who were then
officers of ENE and Maliseet.
Simultaneously with the REIT transactions, ECT Investments
Holding Corp., an ENE subsidiary, purchased the beneficial interest in a trust
holding two commercial aircraft from BT for $44 million. The aircraft were on
long-term lease to unrelated lessees.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
<Table>
-------------- Put Right --------------
ENE ------------------------------------------------------------------------ BT
-------------- --------------
| | Voting | |
| | Preferred | |
| | Stock | |
| | (95% of ---------------- ---------------- | |
| | total vote) 6 Former 98 Independent | |
| | 82% Enron Officers Individuals | |
| | non-voting ---------------- ---------------- | |
| | Preferred | Non-voting | Non-voting | |
| | Stock | Preferred Stock | Preferred Stock | |
| |______________________________________________________________________________| |
- ----------------- | |
ECT Investments | (1) $1.2 million |
Holding Corp. | Common Stock |
- ----------------- | (5% vote and value) |
| (2) $1.6 million |
------------- Debt |
Maliseet ____________________________________|
Properties,
Inc.
-------------
|
_________________________________________________________
| | |
---------- ---------- ----------
REMIC REMIC
Cash Residual Regular
Interest Interest
---------- ---------- ----------
</Table>
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. As
of the Initial Petition Date, Maliseet's significant assets consisted of $9
million in cash, $21 million in publicly traded mortgage securities, and REMIC
residual interests.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
As of the Initial Petition Date, Maliseet's significant liabilities included
deferred compensation and pension liabilities with a net present value of
approximately $8 million and a $1.9 million zero coupon debt payable to BT.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. Under
the terms of the transaction documents, ENE is obligated to cause Maliseet to
effect a recapitalization at any time on or after January 28, 2004 if requested
by a 1% holder of preferred or common stock. Upon such recapitalization, the
Maliseet common stock and the promissory note held by BT would be exchanged for
debt securities of Maliseet, referred to as recapitalization notes. Such
recapitalization notes would be guaranteed by ENE. Maliseet may have a claim
against ENE for the amount of the deferred compensation and pension liabilities
described in subsection d. above.
35. MARGAUX
157
a. LEGAL STRUCTURE. At the inception of the transaction,
ENE entered into a fixed/floating swap with a Whitewing entity (Pelican Bidder
LLC) that was tied to the operating performance of three power projects: Sarlux
(Italy), Trakya (Turkey), and Nowa Sarzyna (Poland). The risks transferred by
these swaps were:
Sarlux: limited operating risks, regulatory risks, and
revenue indexation mismatches;
Trakya: limited operating risks, limited country
risks;
Nowa Sarzyna: limited operating risks
Floating payments from ENE to Pelican Bidder LLC were based on
the underlying risks of the plants outlined above; however, these payments were
capped at the expected operating performance levels of the facilities. As such,
the floating payments could only decline relative to the initial expected
payment stream. Semi-annual payments due under the floating leg of the swap were
determined by a periodic analysis of the value of the hedged risks as determined
by a third-party engineering firm. On the other side of the swap, a fixed
payment schedule from Pelican Bidder LLC to ENE was established on the date the
swap was executed.
Subsequent to the execution of the swap, Pelican Bidder LLC
sold its rights to the floating payments from ENE to EPLC, a trust established
for the purpose of executing the Margaux transaction. Using the proceeds from
the issuance of A certificates ($30 million, $10 million of which were issued to
LJM2-Margaux), non-voting B certificates ($15 million, sold to Enron European
Investor LLC), and privately placed notes ($95 million, due 2010), EPLC paid
Pelican Bidder LLC $121 million for its interest in the swap.
In November 2000, Pelican Bidder LLC settled its fixed payment
obligation under the swap by paying ENE $132.3 million. As a result, the only
remaining obligation under the swap is ENE's floating payment obligation to
EPLC. In December 2000, Enron European Investor LLC sold its B Certificates to
McGarret VI, L.L.C. (Refer to Section III.F.27., "Hawaii" for further
information) for $51.8 million.
Cash generated by the swap with ENE is distributed by EPLC as
follows: (1) first cash is dedicated to the noteholders ($95 million principal +
accrued interest + make-whole, if any); (2) after the noteholders are repaid,
the excess is dedicated, on a pro-rata basis, to the A-certificate holders and
the B-certificate holders ($45 million investment + accrued yield + make-whole,
if any); (3) the excess, if any, is payable to the B-certificate holders.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
158
(GRAPH)
McGarret VI,
L.L.C.*
---------------------------------
"B" | "A" -------------
Certificates | Certificates Equity
--------------------------------- /-------------
- ------- European Power /
ENE ______________ Limited /
- ------- Floating Company \
(project --------------------------------- \
linked) \-------------
Noteholders
-------------
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE.
EPLC's only asset is ENE's payment obligation under the swap as described above.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
EPLC issued $95 million in notes and $45 million in certificates to fund its
purchase of Pelican Bidder LLC's interest in the swap with ENE.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENE's
obligations under the swap as described above.
36. MARLIN
A. LEGAL STRUCTURE. In 1998, ENE formed Azurix, a
holding company incorporated in Delaware. In December 1998, ENE contributed its
stock in Azurix to Atlantic. ENE holds a 50% beneficial interest in Atlantic, as
well as 100% of the cumulative preferred stock of Azurix. The remaining 50%
beneficial interest in Atlantic is held by Marlin. Marlin is owned by certain
certificate holders and it has issued approximately $475 million and (euro)515
million (total approximately $915 million) in bonds.(28) Although each of ENE
and Marlin has the right to appoint 50% of the boards of Atlantic and Azurix, to
date, only ENE has exercised its right to appoint these directors.
When ENE contributed its interest in Azurix to Atlantic in
1998, it also contributed (pound)73 million in the form of indebtedness owed to
it by Azurix's wholly owned subsidiary, Azurix Europe. Atlantic then contributed
that receivable to its wholly owned
- ----------------------
(28) The amount outstanding may change based on currency fluctuations.
159
subsidiary, Bristol. Azurix Europe paid interest on this obligation in June and
December of each year commencing 1999. Azurix Europe repaid this debt in its
entirety, including accrued interest, in December 2001.
A portion of the funds raised by Marlin from the issuance of
certificates and notes was contributed to Bristol to be invested in ENE debt
securities. The principal and interest payments on such investments were used to
fund the interest payments on the notes and the required yield on the
certificates issued by Marlin.
In 1999, in an initial public offering, Azurix sold 33-1/3% of
its common stock to the public. In 2001, ENE, through its wholly owned
subsidiary Enron BW Holdings Limited, acquired the common stock of Azurix
previously held by the public. The remainder of the common stock of Azurix is
owned by Atlantic.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
<Table>
-------------- --------------
Enron Convertible |--- Voting Trust Remarketing Senior Notes
Preferred Stock | ----- Agreement ------ $915
---------- -------------- | | --------------
| | |
-------------- -----------------
ENE 50% 50% Marlin Water
----------- |---- Trust -----
-------------- | | ----------------- |
| | | Preferred Return | --------------
| -------------- |----- Certificates
| Atlantic Water $125mm
| Trust ---------------- --------------
| -------------- |
| 33% Common | |
| | 67% Common |
---------------- | |
Enron BW -------------- |
Holdings Limited Azurix |
---------------- -------------- ---------------------
| Bristol Water Trust
| 100% ---------------------
|
--------------
Azurix Europe,
Ltd.
--------------
|
| 100%
|
--------------
Wessex
--------------
</Table>
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE.
Azurix has been engaged in the business of owning, operating, and managing water
and wastewater assets and providing water- and wastewater-related services.
However, Azurix has recently undertaken an effort to sell many of its assets. On
November 7, 2001, Azurix sold Azurix North America Corp. and Azurix Industrials
Corp., through which it conducted its North American operations. On May 21,
2002, Azurix completed the sale of Wessex, its subsidiary operating in
southwestern England. Currently, Azurix is in the process of liquidating its
assets and winding up the remainder of its business affairs. Refer to Section
IV.B.5., "Asset Sales" for further information regarding the Azurix-Wessex sale.
160
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
Marlin issued $475 and(euro)515 million (total $915 million) of bonds and $125
million of certificates.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENE
committed to cause the sale of ENE convertible preferred stock in certain
instances, including if the $915 million bonds of Marlin were defaulted upon.
Because the sale of the convertible preferred stock did not occur ENE is
contractually obligated to redeem the bonds in full, less any proceeds Marlin
receives from the liquidation of Atlantic's assets. Bristol holds ENE notes of
approximately $125 million including principal and interest accrued prior to the
Initial Petition Date. ENE is the counterparty to a currency option agreement
with Bristol to convert (pound)73 million to $125 million. Refer to Sections
VIII.D., "Description of Capital Stock, Board of Directors and Director and
Officer Indemnification" and IV.C.1.f(v), "Other Pending Litigation or
Arbitrations" for further information.
f. STRUCTURE RESOLUTION. On August 7, 2003, the
Bankruptcy Court approved a settlement agreement and mutual release among ENE,
the Creditors' Committee, Bank of New York in its capacity as the Indenture
Trustee for the Marlin Notes, and several Marlin noteholders. Pursuant to the
settlement agreement, among other things, (i) the proof of claim filed by the
Indenture Trustee will be allowed as a General Unsecured Claim against ENE in
the approximate amount of $507.5 million, (ii) ENE and the Creditors' Committee
agreed to withdraw their objections to the payment by the Indenture Trustee of
the approximately $109 million held by Marlin to the noteholders, (iii) ENE
caused Azurix to pay the Indenture Trustee $18,666,234.73 under a promissory
note from Azurix to Atlantic, and (iv) the parties to the settlement agreement
agreed to various releases related to the Marlin transaction.
37. MOTOWN
a. LEGAL STRUCTURE. DPC, an unrelated third party,
indirectly acquired a 50% ownership interest in each of MPLP and Ada Cogen. Ada
Cogen and MPLP are project companies that own 29.4-MW and 129-MW gas-fired,
combined-cycle power plants in Michigan.
DPC's wholly owned subsidiary, WPE, entered into the WPE loan
agreement to finance a portion of its acquisition of the interests in MPLP and
Ada Cogen. Contemporaneous with the WPE loan agreement, DPC White Pine, the
direct 100% parent of WPE, and KBC, the agent to the financial institutions
party to the WPE loan agreement, entered into the DPC White Pine option
agreement, whereby KBC, as agent, was granted an irrevocable option to purchase
all of DPC White Pine's interest in WPE.
Also contemporaneous with the execution of the WPE loan
agreement and the DPC White Pine option agreement, ENE entered into the Motown
swap with KBC, in its capacity as agent for the financial institutions, pursuant
to which ENE was granted an irrevocable option to purchase (i) the interest in
the obligations of WPE under the WPE Loan Agreement or (ii) the interest in WPE
obtained through the exercise of the purchase option under the DPC White Pine
option agreement.
161
Also under the Motown swap, ENE agreed to make fixed quarterly
payments to KBC equal to the cost of carry on the principal amount outstanding
under the WPE loan agreement, plus the commitment fee for a revolving credit
commitment under the WPE loan agreement. KBC agreed to make quarterly payments
to ENE of all amounts received from WPE in respect of the loans made under the
WPE loan agreement. The Motown swap also provided that upon the maturity or
acceleration of the loans under the WPE loan agreement, ENE will pay to KBC all
principal, interest, and other sums due to KBC on such date, and KBC will pay to
ENE all monies received from WPE in respect of the loans as of such date.
Additionally, WPE and ENA entered into two agreements
associated with WPE's indirect ownership interests in MPLP and Ada Cogen: (a) a
corporate services agreement whereby ENA is to provide, either itself or through
affiliates or subcontractors, corporate, administrative, staffing and project
and asset management support services; and (b) a consulting services agreement
whereby WPE is to provide consulting services to ENA on matters relating to the
development and implementation of energy strategies in Michigan.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
---------------------
Delta Power
Company, LLC
---------------------
|
| 100%
|
Option ---------------------
_________________ DPC White Pine, LLC
| ---------------------
| |
| | 100%
| |
- ----- ---------- Loan --------------
ENE Total Return Swap Lenders Agreement White Pine
____________________________ _______________ Energy, LLC
- ----- ---------- --------------
| |
| |
- ----- Corporate Services Agreement | |
ENA __________________________________________________________| | 100%
- ----- |
|
________________________________|_____________
| ----- ----- ----- ----- |
| "A" "B" "C" "D" |
| ----- ----- ----- ----- |
|____________________________________________|
\ / \ /
\ / \ /
---------- ------------
MPLP Ada
Cogen
---------- ------------
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE.
MPLP owns a 129-MW gas-fired electric generating facility and Ada Cogen owns a
29.4-MW gas-fired electric generating facility, both located in Michigan.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
The lenders to WPE had outstanding approximately $63.1 million.
162
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENE's
payment obligations under the Motown Swap.
38. NIKITA
a. LEGAL STRUCTURE. On September 28, 2001, Nikita, whose
managing member is ENE, contributed 3,276,811 EOTT common units, 7,000,000 EOTT
subordinated units, and $9,318,213 of EOTT additional partnership interests to
Timber. In exchange for such contribution, Nikita received a Class A membership
interest in Timber and a right to receive a special distribution on the closing
date after the execution of the limited liability company agreement of Timber.
The Class A Interest represents 100% of the voting interest and a .01% economic
interest in Timber. However, Nikita may not cause Timber to take certain
actions, including to sell, or otherwise dispose of, the EOTT interests
described above without the consent of Besson Trust.
Timber issued a Class B membership interest to Besson Trust, a
Delaware business trust. As consideration for the Class B Interest, Besson Trust
paid an aggregate cash purchase price of $80 million. The Class B Interest is
generally non-voting and represents a 99.99% economic interest in Timber.
Besson Trust financed its acquisition of the Class B Interest
through the issuance of its certificate of beneficial interest to CSFB for cash
consideration equal to $8,135,000. Yield accrues on the certificate of
beneficial interest at an aggregate rate equal to 15% per annum. CSFB
subsequently assigned its interest in the certificate of beneficial interest to
its affiliate, DLJ. Besson Trust further financed its purchase of the Class B
Interest through a credit facility, dated September 28, 2001, among Barclays, as
administrative agent, and the lenders party thereto in the amount of
$176,865,000. Barclays was the only lender under the credit facility. Besson
Trust used the proceeds from the issuance of the certificate of beneficial
interest and $71,865,000 drawn under the credit facility to acquire the Class B
Interest in Timber.
ENA and Besson Trust are parties to a total return swap
agreement, pursuant to which (A) on each interest payment date under the credit
facility (x) ENA pays to Besson Trust all interest and other sums due to the
lenders on such date and (y) Besson Trust pays to ENA all monies or other
consideration received with respect to the Class B Interest as of such date less
any amounts payable on the certificate of beneficial interest on such date, and
(B) on the maturity date of the loans under the credit facility, (x) ENA pays to
Besson Trust all principal, interest and other sums due to the lenders on such
date and (y) Besson Trust pays to ENA all funds on hand at Besson Trust on such
date, less any amounts payable to the holder of the certificate of beneficial
interest. The lenders have priority over the holder of the certificate of
beneficial interest with respect to all distributions to be made by Besson
Trust, and consequently the total return swap provides credit support only for
the loans under the credit facility. Payments made by ENA to Besson Trust under
the total return swap cannot be applied in repaying the certificate of
beneficial interest or paying all monies or other consideration received with
respect to the Class B Interest as of such date less any amounts payable on the
certificate of beneficial interest on such date.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
163
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
<Table>
|-------------------------------------- ENE. ------------------------------ EOTT Energy
| | | Initial 37% EOTT Partners L.P.
| | | L.P. interests and 1.98% |
| EOTT common units, | | G.P. interests |
| subordinated units and API | $| |
| contribution (Transfer of | | |
| 37% L.P. interests)* | | |
| | | |
| | | |
| Nikita L.L.C. Distributions |
| | | | |
| | | | |
| | | | |
| EOTT common units, | $| | A Interest in Timber I LLC - |
| subordinated units and API | | | .01% Economic Interest+ |
| contribution (Transfer of | | | 100% voting interest in |
| 37% L.P. interests)* | | | Timber I LLC |
| | | | |
| Timber I, L.L.C. -------------------------------|
| | |
| | | B Interest in Timber I LLC -
| $| | 99.99% Economic Interest in 3% Funding
| | | Asset - No Voting |--------------------- Certificates
| | | | Distributions
| Besson Trust ---------------------------
| (Wilmington Trust Co.)-----------------------
| | | 97% Funding
| Total Return Swap | |--------------------- Notes
| | Principal & Interest
| Guarantee |
|-------------------------------------- ENA
</Table>
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE.
Timber owns the EOTT interests described above. EOTT and certain of its
affiliates filed for protection under chapter 11 of the Bankruptcy Code on
October 8, 2002 in the Corpus Christi Bankruptcy Court, and announced that the
company emerged from chapter 11 effective March 1, 2003, in accordance with the
order approving the amended Plan of Reorganization entered on February 18, 2003.
Under EOTT's plan of reorganization, the Subordinated Units and Additional
Partnership Units were cancelled and extinguished effective March 1, 2003. In
exchange for every common unit, Timber will receive .02 units and .05185
warrants to purchase units in EOTT Energy LLC. The warrants have a strike price
of $12.50. Refer to Section IV.F., "Related U.S. Bankruptcy Proceedings" for
further information on the EOTT bankruptcy.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
Besson Trust is obligated under the credit facility described above.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENE,
pursuant to a guaranty dated September 28, 2001, guaranteed the payment and
performance obligations of ENA under the total return swap.
39. NILE
a. LEGAL STRUCTURE. EESSH, an indirect wholly owned
subsidiary of ENE, contributed 24,081,551 shares of common stock of ServiceCo to
Pyramid I. In exchange for such contribution, EESSH received a Class A
membership interest in Pyramid I and a right to receive a special distribution
on the closing date after the execution of the limited liability company
agreement of Pyramid I. The Class A Interest represents 100% of the voting
interest, with certain restrictions, in Pyramid I and a .01% economic interest
in Pyramid I.
164
In order to fund the acquisition of ServiceCo stock, Pyramid I
issued a Class B membership interest to Sphinx Trust, a Delaware business trust.
As consideration for the Class B Interest, Sphinx Trust paid an aggregate cash
purchase price of $25 million. The Class B Interest is generally non-voting and
represents 99.99% of the economic interest of Pyramid I.
Sphinx Trust financed its acquisition of the Class B interest
through the issuance of its certificate of beneficial interest to DLJ for cash
consideration equal to $1,008,793. Yield accrues on the certificate of
beneficial interest at an aggregate rate equal to 15% per annum. Sphinx Trust
further financed its purchase of the Class B Interest through a credit facility,
dated September 28, 2011, among CSFB, as administrative agent, and the lenders
party thereto. Currently, CSFB is the only lender under the credit facility.
Sphinx Trust used the proceeds from the issuance of the certificate of
beneficial interest and $23,991,207 drawn under the credit facility to acquire
the Class B Interest in Pyramid I.
Sphinx Trust and ENA are parties to a total return swap
agreement, pursuant to which (A) on each interest payment date under the credit
facility (on a net basis) (x) ENA pays to Sphinx Trust an amount equal to the
shortfall (if any) between (i) distributions received by Sphinx Trust on the
Class B Interest and any sales proceeds of the Class B Interest and (ii)
principal, interest, and any other amounts payable to the lenders under the
credit facility from time to time; and (B) on each payment date under the credit
facility (on a net basis) (x) Sphinx Trust pays ENA the excess (if any) of (i)
distributions received by Sphinx Trust on the Class B Interest and any sales
proceeds of the Class B Interest over (ii) the aggregate of all amounts payable
under the credit facility and all scheduled distributions to DLJ. DLJ is
subordinate to the lenders in right of payment from Sphinx Trust. As such, the
total return swap agreement effectively provides credit support for the lenders
but not for DLJ. Payments made by ENA to Sphinx Trust under the total return
swap agreement cannot be applied in repaying the certificate of beneficial
interest or the Series A Certificate or paying any yield on such certificates.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
<Table>
-----------------
EESSH
-----------------
| |
- ----------- Common stock of | | Proceeds from sale of B int
ENE ServiceCo | $ | A int in Asset LLC carrying 100%
- ----------- | | voting control
| | |
| -----------------
| Performance Gty PYRAMID I LLC
| "ASSET LLC"
| -----------------
| | |
- ----------- B int in Asset LLC | |
ENA carrying 99.9% | $ |
- ----------- economic value | |
| | | Equity equal to 3% of
| total value of B int.
| ----------------- _________________________ ---------------
|_____________________________ SPHINX TRUST $ EQUITY
"TRUST" _________________________ "CSFB"
Total Return Swap ----------------- Certificates ---------------
covering P & I on debt | |
| |
Notes | $ | Debt equal to 97% of
| | total value of B int.
| |
-----------------
LENDERS
"AGENT IS CSFB"
-----------------
</Table>
165
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE.
ServiceCo provides HVAC (heating, ventilation, and air conditioning) services
and full building facility services to commercial customers nationwide. On April
25, 2003, most of the ServiceCo shareholders, including EESSH and Pyramid I,
entered into a Redemption Agreement, providing for the redemption of all or
portions of their shares of ServiceCo stock. The initial closing of the
Redemption Agreement transactions occurred on June 9, 2003. Following the
subsequent consummation of a sale of ServiceCo and/or all or substantially all
of ServiceCo's assets, Pyramid I will be entitled to receive a designated amount
of cash in exchange for all of the ServiceCo shares held by Pyramid I, based
upon the net worth of ServiceCo at the time of such sale. Sphinx Trust, DLJ, and
CSFB have consented to Pyramid I's participation in the ServiceCo Redemption
Agreement transactions. Refer to Section IV.A., "Significant Postpetition
Developments" for further information.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
Sphinx Trust is obligated under the credit facility described above.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. In
addition to ENA's obligations described above, ENE, pursuant to a guaranty dated
September 28, 2001, guaranteed the payment and performance obligations of ENA
under the total return swap agreement.
40. OMAHA OFFICE BUILDING SYNTHETIC LEASE
a. LEGAL STRUCTURE. In December 1991, ENE entered into a
synthetic lease with State Street covering the Omaha Property, which was owned
of record by State Street, as trustee. In July 1997, the lease was amended and
extended, resulting in a final maturity date of June 30, 2002.
166
In 1991, when the original lease was executed, State Street,
as trustee, issued Series A Trust Notes and Series B Trust Notes to Citicorp
Leasing and CSFB, and a Series C Trust Certificate to Citicorp Leasing to
finance the purchase of the Omaha Property. Citicorp Leasing invested
$8,901,524.18 in a Series A Trust Note, $1,641,391.65 in a Series B Trust Note,
and $635,347.91 in the Series C Trust Certificate. CSFB provided the balance of
the financing by investing $9.1 million in a Series A Trust Note and $900,000 in
a Series B Trust Note.
In July 1997, in order to induce ENE to extend the term of the
lease, CSFB and its affiliate, Credit Suisse Leasing 92A, L.P., advanced to
State Street an additional $2.8 million, which was used by State Street to
provide ENE with a tenant allowance. The additional $2.8 million was allocated
pro rata among the Series A Trust Notes, the Series B Trust Notes, and the
Series C Trust Certificate, increasing the aggregate amount thereof to $24
million. At the time that the lease was extended, Citicorp Leasing assigned the
Series A Trust Note and the Series B Trust Note it held to CSFB and the Series C
Trust Certificate to Credit Suisse Leasing 92A, L.P., resulting in (a) CSFB
owning beneficially and of record a Series A Trust Note due June 30, 2002 in the
original principal amount of $20.4 million and a Series B Trust Note due June
30, 2002 in the original principal amount of $2.88 million, and (b) Credit
Suisse Leasing 92A, L.P. owning beneficially and of record the Series C Trust
Certificate evidencing a $720,000 payment obligation plus accrued yield.
ENE executed a residual guaranty for the benefit of State
Street pursuant to which ENE agreed to pay to State Street an amount equal to
$20.4 million on June 30, 2002 unless ENE purchased the Omaha Property or State
Street had exercised its rights pursuant to a termination value agreement to
cause ENE to pay to State Street, upon the occurrence of an event of default or
a "trigger event" under the lease, an amount equal to the outstanding principal
and interest on the debt plus any closing costs associated with the sale of the
Omaha Property to a third party.
B. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
CSFB
and affiliate
|
| A-Note, B-Note, and
Lease | Certificate
ENE ___________________ Trust
(State Street)
|
| 100%
|
Omaha
Building
167
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. The
Omaha Property was the only asset in this structure, which was appraised in 2002
at varying values approximating or less than the amounts owing by ENE under the
lease, the residual guaranty, the termination value agreement, and other
operative documents.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
As outlined above, the trust was obligated to repay amounts owing under the
Series A Trust Notes, the Series B Trust Notes, and the Series C Trust
Certificate.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. During
the life of the lease, ENE had various financial obligations including, but not
limited to, payment for rent, insurance, maintenance, and taxes. ENE was also
obligated to pay up to $20.4 million under the terms of the residual guaranty,
or if an event of default or "trigger event" occurred under the terms of the
lease, to pay to State Street the termination value.
f. STRUCTURE RESOLUTION. In December 2002, the
Bankruptcy Court approved a final settlement of the Omaha synthetic lease
structure set forth in a termination agreement among ENE, State Street, State
Street (MA), CSFB, and Credit Suisse Leasing 92A, L.P., dated November 15, 2002.
Pursuant to the termination agreement, the parties agreed to satisfy all claims
relative to the structure documents by terminating them; releasing the parties
thereto from any further liability thereunder; directing State Street to convey
title to the Omaha Property to CSFB or its designee; providing that CSFB and
Credit Suisse Leasing 92A, L.P. pay to ENE 70% of any sales proceeds for the
Omaha Property exceeding $25 million for sales made five years after the
Bankruptcy Court entered a final order approving the execution, delivery, and
performance of the termination agreement; and providing for certain other
matters consistent therewith. The Omaha Property subsequently was sold for less
than $25 million.
168
41. OSPREY/WHITEWING
a. LEGAL STRUCTURE. Whitewing LP is a Delaware limited
partnership between Osprey and several ENE subsidiaries. Whitewing LP was
established to invest in the activities of business units of various Enron
Companies.
Osprey, through two offerings consummated on September 24,
1999 and October 5, 2000, and an equity issuance on July 12, 2000, raised $2.65
billion consisting of $2.43 billion of Osprey Notes and $220 million of Osprey
Certificates. Osprey invested the proceeds primarily in Whitewing LP, including
Osprey's purchase of a preferred limited partnership interest in Whitewing LP,
with a nominal amount of proceeds used to purchase a 50% member interest (the
Class B interest) in Whitewing LLC. Whitewing LP in turn used the proceeds to
redeem an outstanding unaffiliated equity investor in the predecessor entity to
Whitewing LP and to invest directly and indirectly (through its subsidiaries) in
ENE debt instruments, permitted partnership investments, and Condor. The assets
of this structure are held through subsidiaries of Whitewing LP, including
Condor, ENA Asset Holdings, and SE Acquisition; SE Acquisition's subsidiaries
hold primarily all of the significant assets other than ENE debt and equity
securities.
In connection with the 1999 Osprey transactions, Whitewing LP
converted from a limited liability company to a limited partnership and (i)
ENE's membership interest in the limited liability company was redesignated as a
limited partner interest that ENE assigned to Peregrine I LLC, a wholly owned
ENE subsidiary, and (ii) ENE, through this subsidiary, contributed an ENE demand
note to Whitewing LP. In connection with this conversion, ENE caused its
outstanding Series A Junior Voting Convertible Preferred Stock held by the
former limited liability company to be exchanged for shares of ENE Mandatorily
Convertible Junior Preferred Stock, Series B, no par value, and Whitewing LP, in
turn, contributed these shares, along with ENE debt instruments and cash, to
Condor and received the sole certificate of beneficial interest in Condor.
Condor invested the cash in an ENE debt instrument.
Also in connection with the 1999 Osprey transactions, Egret, a
wholly owned ENE subsidiary, purchased a 50% member interest (the Class A
interest) in Whitewing LLC, the general partner of Whitewing LP. As the Class A
member of Whitewing LLC, Egret controls the management of Whitewing LLC, subject
to certain rights of Osprey that include consent rights for certain actions and
the ability to cause management of Whitewing LLC to be assumed by a four-person
board of directors. If such a board is established, two directors would be
designated by each of Egret and Osprey. Through its indirect 100% ownership of
Egret, ENE continues to retain management and control of Whitewing LLC,
Whitewing LP, and SE Acquisition and its subsidiaries, subject to Osprey's
rights.
ENE has filed with the Bankruptcy Court preference actions
against certain Whitewing entities. Refer to Section IV.C.1.b(ii), "Enron Corp.,
et al. v. Whitewing Associates, L.P., et al. (Adv. No. 03-02116, U.S. Bankruptcy
Court, Southern District of New York, Manhattan Division) for further
information.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
<Table>
----------------- Osprey Certificateholders
ENE / $220 million
----------------- /
/ \ --------------- /
100% / 100% \ /
/ ---------------- OSPREY
- ---------------- PE HOLDINGS LLC \
BAM ---------------- --------------- \
- ---------------- | \ 100% / / \ Osprey Noteholders
| 100% | \--------- 50% Member / / $2.43 billion
| 100% | EGRET Interest / /
| ---------------- ---------\ / /
- ---------------- PEREGRINE I LLC 50% \ / /
KINGFISHER I LLC ---------------- Member --------------- /
- ---------------- / | Interest WHITEWING LLC /
| / | --------------- / Preferred LP interest
| / | |GP Interest /
| .1% LP / | LP interest | /
| / | | /
| / |------------- | /
| / | | /
| LP interest |----- | /
| / \ --------------- 100%
|---/---------------------------------- WHITEWING LP ----------------------------
/ --------------- \ |
- --------------- 99.89% LP | | \ |
ENA ASSET ---------------------------------- | \ -----------
HOLDINGS -------------------------------------- | 100% \ CONDOR
- --------------- 0.01% GP | | \ -----------
| | | \ \
| | | \ 99.99% LP \
- --------------- ------------------ \ \-------- 1) Enron mandatorily
BLUE HERON I LLC \ \ convertible preferred
BAMMEL ASSETS ------------------ \ \ stock, Series B
| 0.01% GP \ ---------------- 2) $413 million ENE notes
- --------------- | \--- SE ACQUISITION -- $201 million
| ---------------- ENE notes
0.01% | |
| | 99.99%
| |
--------------------------------------------------------------------------------------------
Blue Heron I LLC has a .01% general partner or managing member interest and SE Acquisition
has a 99.99% limited partner or member interest in each of the limited partnerships and
limited liability companies, respectively, that hold direct or indirect interests in assets.
--------------------------------------------------------------------------------------------
|
|
--------------------
ASSETS
--------------------
</Table>
169
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. In
addition to ENE debt and equity securities, investments held within this
structure include indirect economic interests in several European power
projects, a power distribution company and a natural gas distribution company in
South America, and an economic interest in several debt and equity investments
related to North American exploration and production, power and technology
companies. Refer to Section IV.B.5., "Asset Sales" for information regarding the
Arcos sale.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
Osprey issued $2.43 billion in Osprey Notes and $220 million in Osprey
Certificates. Refer to Section IV.C.1.b(ii), "Enron Corp., et al. v. Whitewing
Associates, L.P., et al. (Adv. No. 03-02116, U.S. Bankruptcy Court, Southern
District of New York, Manhattan Division)" for further information.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. Condor
may have a claim against ENE for approximately $2.43 billion, because certain
transactions have not occurred under a share settlement agreement between ENE
and Condor, and a remarketing and registration rights agreement among ENE,
Osprey, Whitewing LLC, Whitewing LP, Condor, the Osprey indenture trustee, and
initial remarketing agents, including, without limitation, the sale of the ENE
Mandatorily Convertible Junior Preferred Stock, Series B. In addition, ENE
issued $413 million in notes payable to Condor and $201 million in notes payable
to SE Acquisition and one of its subsidiaries. Application and interpretation of
the terms of documents governing this structure will determine the priority of
the ultimate distribution of any amounts received in respect of these
liabilities and sales of structure assets among the holders of the Osprey Notes
and Osprey Certificates, and ENE.
42. RAWHIDE
170
a. LEGAL STRUCTURE. Project Rawhide was consummated in
December 1998. Ponderosa and Sundance were created to hold approximately $2.4
billion in contributed value of equity and debt interests primarily in power and
energy-related assets in the Americas, Europe, and the Philippines contributed
by ENE and its affiliates. These asset interests initially were contributed to
Ponderosa and in consideration therefor, ENE and its affiliates were issued the
limited partner interests in Ponderosa. Ponderosa then contributed approximately
$858 million of such contributed asset interests to Sundance in consideration
for the general partner interest in Sundance. The sole limited partner interest
in Sundance was issued to Rawhide through the following series of transactions:
Rawhide (i) was capitalized with an aggregate $22.5 million equity investment by
two third-party institutional investors (Rawhide's capital contributing members
are (1) Hoss LLC ($12.5 million), the sole membership interest in which was
acquired in March 2000 by LJM2 Norman from HCM High Yield Opportunity Fund, L.P.
(a hedge fund managed by Harch Capital Management, Inc.), and (2) Little Joe LLC
($10 million), the sole member of which is Crescent/Mach I Partners, L.P., an
affiliate of Trust Company of the West), (ii) incurred $727.5 million of secured
debt to CXC Incorporated, a commercial paper conduit affiliated with Citibank
(this indebtedness was backed by a syndicate of banks that ENE understands has
succeeded to CXC Incorporated's interests), and (iii) used the resulting $750
million of aggregate proceeds to make a capital contribution to Sundance in
consideration for being issued the sole limited partner interest in Sundance.
Sundance then made a $750 million secured loan to Ponderosa, which then made an
unsecured term loan of like amount to ENA that is guaranteed by ENE. The general
partner interest in Ponderosa was issued to a wholly owned ENE subsidiary, Enron
Ponderosa Management Holdings, Inc., in consideration for its cash capital
contribution of $250,000 to Ponderosa.
Since December 1998, approximately $60 million of the
principal amount of each of the Ponderosa loan to ENA, the Sundance loan to
Ponderosa, and the CXC Incorporated loan to Rawhide was repaid from an
approximate $60 million repayment of principal under the loan from Ponderosa to
ENA, and the capital account of Rawhide in Sundance was decreased by the same
amount. In addition, Ponderosa made demand loans to ENE, constituting permitted
investments of cash in the structure (including, without limitation, proceeds
from sales of project interests from time to time), the outstanding unpaid
principal balance of which, as of the Initial Petition Date, was approximately
$698 million.
In November 2001, Citicorp North America, Inc. as collateral
agent for the banks under the secured loan to Rawhide, delivered a notice of
"Appointment of Portfolio Manager" for Sundance and Ponderosa. In this notice,
Citicorp North America, Inc. asserted, among other things, that: (i) the
occurrence of certain events, including, without limitation, downgrades in ENE's
long-term unsecured debt ratings and nonpayment of loans by Ponderosa to ENE,
effects dissolution under Delaware law of Sundance and Ponderosa and
commencement of winding up their respective business and liquidating their
respective assets, (ii) the occurrence of such events also empowered Citicorp
North America, Inc. to appoint a "Sundance Portfolio Manager" and "Ponderosa
Portfolio Manager," each of which has certain rights with respect to such
winding up and liquidation, and (iii) it had appointed Citibank as Sundance
Portfolio Manager and Ponderosa Portfolio Manager. ENE disputes the validity,
effectiveness, and scope of the purported appointment.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
<Table>
- ------------------------------------------------------------------ ----------------------- -------------------------
ENE Investors Banks
- ------------------------------------------------------------------ ----------------------- -------------------------
| | | | | | |
| | | | | | $667.5 MM |
| | | | | Member | Secured |
| | | | $22.5MM | Interests | Loan |
- ----------------------------------------------------------------| -----------------------------------------------------
Enron |
ENE, ENA and Ponderosa | $690 MM
other ENE Management | Demand RAWHIDE
subsidiaries Holdings, Inc. ENA | Loans
- ---------------------- --------------------- --------------- | -----------------------------------------------------
| | | | | | | |
| | | | $690MM Term | | | |
LP | Project | GP | | and $50 MM | | LP Interest | $690 MM |
Interests | Interests| Interest | $250,000| Demand Loans | | | |
| | | | | | | |
| | | | | | | |
- ------------------------------------------------------------------ _________ -----------------------------------------------------
Project
PONDEROSA Interests SUNDANCE
- ------------------------------------------------------------------ __________ -----------------------------------------------------
| | | |
| | | |
| | | |
| | | |
| | | |
------------------- |__________| -------------------
Project $690 MM Project
Interests Secured Loans Interests
------------------- -------------------
</Table>
171
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. As
of the Initial Petition Date, (i) Ponderosa held interest-bearing debt
instruments issued by ENE (approximately $698 million in unpaid principal) and
ENA (approximately $690 million in unpaid principal on term loan and $50 million
in unpaid principal on demand note, both of which are guaranteed by ENE), and by
EGPP (related to power plants in the Philippines and Central America) (an
aggregate approximate $137.5 million in unpaid principal), (ii) Sundance held an
interest-bearing debt instrument issued by Ponderosa (approximately $690 million
in unpaid principal), and (iii) the banks held an interest-bearing debt
instrument issued by Rawhide (approximately $667.5 million in unpaid principal).
Significant assets held through Ponderosa's subsidiaries include varying
interests in natural gas distribution facilities in Brazil and Argentina, a gas
pipeline and processing plant in Argentina, and a pipeline in Colombia.
Significant assets held through Sundance include common units representing
limited partner interests in Northern Border Partners that owns a significant
interest in a U.S. interstate pipeline.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
As of the Initial Petition Date, the outstanding principal balance of the loan
by banks to Rawhide was approximately $667.5 million.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS.
(i) DEMAND LOANS. As of the Initial Petition
Date, the aggregate unpaid principal balance of the (i) ENE demand loans payable
to Ponderosa was approximately $698 million, and they became due and payable in
November 2001 without demand as a result of S&P downgrades in ENE's long-term
unsecured debt rating, and (ii) ENA demand note payable to Ponderosa and
guaranteed by ENE was approximately $50 million.
172
(ii) TERM LOAN. As of the Initial Petition Date,
the aggregate outstanding principal balance of the term loan by Ponderosa to ENA
guaranteed by ENE was approximately $690 million.
(iii) LP OBLIGATIONS. Several limited partners of
Ponderosa are Debtors, as of June 28, 2003, these include ENE, ENA, Enron
Capital Management (as a division of ENE), ACFI, EDF, EGPP, Ventures, and ERAC.
The limited partners of Ponderosa may be required to make capital contributions
to Ponderosa with respect to certain liabilities, including, without limitation,
(i) payments with respect to certain indemnification obligations of Ponderosa
and Sundance, (ii) certain contribution obligations required with respect to
assets contributed to Ponderosa, including those contributed onto Sundance,
(iii) payments for deficiencies between sales proceeds from the disposition of
contributed assets and the value at which they were contributed to Ponderosa,
and (iv) payments of certain Ponderosa including without limitation expenses,
liabilities, obligations, settlements, claims, losses, and costs.
(iv) ENE GUARANTEES. ENE has guaranteed certain
payment and performance obligations of its subsidiaries (excluding the payment
by Ponderosa of principal or interest on the loan by Sundance to Ponderosa),
including, without limitation, those of ENA under the Ponderosa loan to ENA, and
of the partners of Ponderosa and of Ponderosa as general partner of Sundance
(excluding certain obligations of Ponderosa, as Sundance's general partner, to
make preferred payments to Sundance's limited partner) under the limited
partnership agreements of Ponderosa and Sundance, respectively.
43. RIVERSIDE
a. LEGAL STRUCTURE. In 1991, ECTRL, a U.K. subsidiary of
ENE, entered into various construction and financing agreements with several
U.K. power producers and lenders to finance and construct a 1,875-MW power plant
in the northeast U.K. Following construction of the power plant, ECTRL's
ownership interests in the power plant were transferred among several
subsidiaries of ECTRL's parent (EEL, an indirect subsidiary of ENE) to monetize
such ownership interests. In connection with the monetization transactions, EEL
guaranteed various debt obligations of its direct and indirect subsidiaries and
ENE guaranteed EEL's guarantees of such obligations.
173
EXHIBIT A
RIVERSIDE TRANSACTI0N
STRUCTURES
b. STRUCTURE DIAGRAM AS OF THE INITIAL PETITION DATE.
(GRAPH)
<Table>
Guarantee of --------------- Guarantee of EEL
------------------------------------------ Enron ----------------------------------------------------------
| EEL's Guarantee --------------- Guarantees |
| | 100% |
| | Equity |
| --------------- |
| Intermediate |
| Holding |
| Companies |
| --------------- |
| | 100% |
| | Equity |
| Limited Guarantee --------------- Guarantee of |
|----------------------------------------- EEL ----------------------------------------------------------|
| of Notes --------------- Swap Facilities |
| | Agreement |
| 100% ---------------------------- |
| Ordinary __________________________|__________________________|_____ |
| Shares | | | 100% | | 100% |
| | | | Ordinary Shares | | Equity |
| ------------ --------------- -------------- |
| EEP2 EEP5 ---- ECTRL ----------- |
| ------------ --------------- | -------------- L2,000,000 EEPS Term |
| | |---------------------------------------- Facility --
| 100% ________________|_______________ Term Facility Lenders |
| Ordinary | | | 100% Ordinary ----------- |
| Shares | | | Shares ----------- |
| ------------- | ------------- L64,500,000 EEP6 Term |
| EEP4 | EEP6 ------------------------------ Facility --
| ------------- | ------------- Term Facility Lenders |
| | | 100% Preferred ----------- |
| | | Shares |
| Guarantee of Notes | | ------------------|
------------ ----------------------------------------|------- ------------- L49,500,000 EEP3 Credit |
Noteholders \____ 100% |-------- EEP3 -------------------------- Facility Lenders--
- ------------- \ Ordinary /------------ Credit Facility -----------------
\ \ $121,200,000 Shares ____/ |
\ \ L35,000,000 / ------------ 100% Ordinary and
\ \ Notes 100% /|------ EEP1 Preferred Shares
\ \ Ordinary / | ------------
\ \---------------- Shares / | 100% | | ---------------
\ /----- TPFL ____________/ |Ordinary | | TPL Lenders
Guarantee / ---------------- | Shares | | 85% Preferred ---------------
of Notes / \ | ------------ Shares |
/ \ | TPHL -------------------- |
/ \ | ------------ | |
- ------------- / \----------------------------------- | | | L93,046,650 |
Risk / 50% Preferred | | 30% Ordinary | Equity Loan Notes |
Management / Teeside Shares | | Shares | |
- ------------- Swaps ------------ | |
-------------------- |
TPL L755,800,000 |
L=Pounds -----------------------------------------
------------ Credit Facility
</Table>
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE.
EEP1, an indirect, wholly owned subsidiary of EEL, owns 100% of the ordinary
shares and 85% of the preferred shares of TPHL, which is the entity that owns
50% of the preferred shares and 30% of the ordinary shares of TPL, which is the
entity that owns the power plant. In addition, TPHL is the holder of
approximately GBP 93,046,650 in equity loan notes issued by TPL in connection
with the financing of the power plant.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
In connection with the construction of the power plant, TPL entered into a
credit facility with an estimated outstanding balance of GBP 755.8 million and
issued to TPHL, as noted above, approximately GBP 93,046,650 in equity loan
notes. In addition, various direct and indirect wholly owned subsidiaries of EEL
issued indebtedness in connection with the monetization and transfer of the
ownership interests in the power plant as follows: (i) EEP3 issued approximately
GBP 49.5 million of secured indebtedness pursuant to a secured credit facility;
(ii) EEP5 issued approximately GBP 2 million pursuant to a secured credit
facility; (iii) EEP6 issued approximately GBP 64.5 million pursuant to a secured
credit facility; and (iv) TPFL issued fixed and floating rate secured notes with
any aggregate principal amount of GBP 35 million and
174
$121.2 million. EEL guaranteed the debt obligations of its subsidiaries referred
to in the prior sentence in connection with these transactions.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENE
guaranteed the obligations of EEL to provide the guarantees noted above.
44. SLAPSHOT
a. LEGAL STRUCTURE. Slapshot was a transaction involving
CPS, ENE's principal newsprint and directory paper asset in Quebec, Canada,
entered into on June 22, 2001. Slapshot lenders were not granted a security
interest in the shares of CPS or in its assets, the principal credit support for
the financing being provided by ENE through the Put Agreement and Total Return
Swap, described more fully below. Proceeds of the Slapshot financing were used
to repay ENE under a bridge loan entered at the time of CPS's acquisition in
March 2001.
Shortly prior to ENE's bankruptcy filing, but following a
cross-default by ENE, Flagstaff, a wholly owned subsidiary of JPMCB which
extended the Slapshot loan, irrevocably put certain warrant rights, described
below, to ENE, in accordance with the terms of the Put Agreement. The exercise
of the put option under the Put Agreement had the effect of substituting ENE as
the party responsible for paying the unamortized portion of the Slapshot loan
payable to Flagstaff, in the place and stead of Hansen, the original Slapshot
borrower and a wholly owned subsidiary of CPS. Because ENE's ability to honor
its payment obligations under the Put Agreement and Total Return Swap
arrangements remains subject to the automatic stay provisions applicable to
ENE's bankruptcy, ENE has yet to pay to Flagstaff any amounts due under the
Total Return Swap.
The Slapshot transaction is briefly summarized as follows:
(i) FLAGSTAFF LOANED HANSEN $1.4 BILLION UNDER
AN UNSECURED CREDIT AGREEMENT. To fund the Hansen credit facility, Flagstaff
received a $375 million secured loan from a syndicate of banks and a $1.04
billion loan from Chase. In connection with the Hansen credit agreement, Hansen
issued a $1.4 billion note to Flagstaff bearing an annual interest rate of 6.12%
and a maturity date of June 23, 2006. Under the terms of the Hansen credit
agreement, in addition to the outstanding principal due thereunder, a make-whole
amount consisting of (a) the accrued and unpaid interest due on or before the
date of any voluntary or involuntary prepayment of principal under the loan, and
(b) the present value of all payments of interest under the Hansen credit
agreement that would have been payable on the principal that was prepaid had
such payment of interest occurred on the originally intended maturity date of
June 23, 2006, becomes due and payable upon any prepayment of principal or upon
an event of default (which includes material cross-defaults and the filing for
bankruptcy protection by ENE) under the Hansen credit agreement.
(ii) HANSEN IN TURN LOANED $1.4 BILLION TO CPS IN
EXCHANGE FOR A $1.4 BILLION INTERCOMPANY DEMAND NOTE BEARING ANNUAL INTEREST OF
6.13% AND A FINAL MATURITY DATE OF JUNE 23, 2006. The intercompany note in favor
of Hansen contains a waiver of remedies that significantly limits Hansen's right
of recourse against CPS, as well as rights of third parties deriving their
rights through Hansen.
175
(iii) HANSEN ENTERED INTO A SUBSCRIPTION AGREEMENT
WITH NEWMAN, ANOTHER WHOLLY OWNED SUBSIDIARY OF CPS, PURSUANT TO WHICH NEWMAN
AGREED TO MAKE A DEFERRED PAYMENT (ON THE EARLIER OF (I) JUNE 23, 2006 OR (II)
THE DATE UPON WHICH THE PRINCIPAL AMOUNT OWING UNDER THE HANSEN CREDIT AGREEMENT
BECOMES DUE AND PAYABLE) TO HANSEN IN RETURN FOR THE CLASS A PREFERRED
CONVERTIBLE SHARES OF HANSEN.
(iv) Hansen, Newman, and Flagstaff entered into
an assumption agreement pursuant to which Newman paid Flagstaff $1.04 billion in
return for the assumption by Flagstaff of Newman's future obligation to pay the
$1.4 billion subscription price under the subscription agreement to Hansen (to
occur on the earlier of (i) June 23, 2006 or (ii) the date upon which the
principal amount owing under the Hansen credit agreement becomes due and
payable). Under the subscription payment assumption agreement, the Hansen Class
A shares are to be issued to Newman.
(v) FLAGSTAFF AND HANSEN ENTERED INTO A WARRANT
AGREEMENT PURSUANT TO WHICH FLAGSTAFF RECEIVED A WARRANT THAT COULD BE EXERCISED
FOR NONCONVERTIBLE CLASS B PREFERRED SHARES OF HANSEN. At any time prior to the
occurrence of an event of default under the Hansen credit agreement, Flagstaff
may exercise, and at any time after the occurrence of an event of default under
the Hansen credit agreement, any holder other than Flagstaff may exercise, the
Hansen warrant (at a purchase price of $1.00 per Hansen Class B share) for the
number of Hansen Class B shares equal in aggregate value to the make-whole
amount determined as of the date of exercise, whether or not the make-whole
amount is then due and payable.
(vi) FLAGSTAFF AND ENE ENTERED INTO A PUT OPTION
AGREEMENT PURSUANT TO WHICH FLAGSTAFF HAS THE RIGHT, UPON AN EVENT OF DEFAULT
UNDER THE HANSEN CREDIT AGREEMENT, TO CAUSE ENE TO PURCHASE THE HANSEN WARRANT
AND HANSEN'S RIGHTS TO THE MAKE-WHOLE AMOUNT UNDER THE HANSEN CREDIT AGREEMENT
IN RETURN FOR A PUT PURCHASE PRICE EQUAL TO THE FAIR MARKET VALUE OF THE HANSEN
WARRANT AND HANSEN'S RIGHTS TO THE MAKE-WHOLE AMOUNT UNDER THE HANSEN CREDIT
AGREEMENT AS DETERMINED BY ENE , OR, IF NO DETERMINATION IS MADE ON THE SAME
BUSINESS DAY THAT ENE RECEIVES NOTICE OF FLAGSTAFF'S INTENT TO CAUSE ENE TO MAKE
THE PURCHASE, THEN EQUAL TO THE TANGIBLE NET WORTH OF HANSEN.
(vii) FLAGSTAFF AND ENE ENTERED INTO A TOTAL
RETURN SWAP. The payment date under the total return swap is the date of
assignment of the Hansen warrant and Hansen's rights to the make-whole amount
under the Hansen credit agreement to ENE pursuant to the put agreement. On the
payment date, Flagstaff pays an amount equal to the value of the Hansen warrant
and Hansen's rights to the make-whole amount under the Hansen credit agreement,
as determined under the put agreement, to ENE, in return for ENE's payment to
Flagstaff of an amount equal to the make-whole amount owed by Hansen to
Flagstaff under the Hansen credit agreement. The net effect of an exercise of
the put option under the put agreement and the triggering of the total return
swap, is the payment by ENE to Flagstaff of the make-whole amount.
b. STRUCTURE DIAGRAM AS OF THE INITIAL PETITION DATE.
(GRAPH)
<Table>
-------------- --------------
ENA $1,414MM ENRON
and affiliates ____________________________________________> and affiliates
-------------- | --------------
| |
100%| | General corp. purposes, including
| | repayment of bridge financing
--------------- |
CPS |
(Stadacons - 100%
Mill in Canada) ______________________________________________________
--------------- |
| | |
| | $1.414 MM |
100% | | CPS Loan/Note |
| \/ |
-------------- --------------
Hansen Subscription Agreement Newman
(Canada) <_______________________________________________> (Canada)
-------------- --------------
Subscription /\ /\ $1,414MM | Subscription
Payment | | Hansen Loan with $1,039MM | Payment
Assumption | | Credit Support ------------- | Assumption
Agreement | | (Warrant) FLAGSTAFF <________________| Agreement
| | __________________________> (US)
| _____________________________> --------------
/ /\ /\ \ /\
/ / | \ \
Put / / Total | \ \
/ / Return | \ \
/ / Swap | \ \ $1,039MM
/ / | 100% \ \ JP Morgan
----- \/ / | \ \ Loan
ENRON / $375MM | \ \
CORP. \/ Flagstaff | \ \
----- Loan | \ \
----- ---------
BANK JP MORGAN
GROUP (US)
----- ---------
</Table>
176
c. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENE may
be obligated under the total return swap to pay Flagstaff a sum equal to the
make-whole amount.
45. SO2
a. LEGAL STRUCTURE. The SO2 Inventory Project was
established to monetize an inventory of sulfur-dioxide emissions credits held by
ENA. To effectuate the project, ENA executed an ENA GTC along with a
confirmation dated September 28, 2001, with Colonnade Limited, a Guernsey,
Channel Islands company. Under the GTC, ENA purported to agree to sell 757,975
emissions credits to Colonnade in return for a cash payment of $128,372,535. A
month later, ENA purported to sell an additional 166,607 emissions credits to
Colonnade under an agreement, dated October 30, 2001 for a cash payment of
$29,108,639.
Colonnade also entered into a call option agreement, dated
October 30, 2001 for the emissions credits with Herzeleide, LLC, a Delaware
limited liability company, and a put option agreement concerning the emissions
credits with Grampian LLC, a Delaware limited liability company. Herzeleide and
Grampian are wholly owned subsidiaries of ENE.
ECT had previously entered into an ISDA master agreement and a
credit support annex, both dated January 13, 1994, as amended from time to time,
as supplemented by three confirmations of swap between Barclays and ENA
(formerly known as ECT), each dated October 30, 2001, with Barclays. Under the
terms of the swap, ENA makes fixed payments (equal to the sum of the fixed price
per emissions credit and the notional quantity of emissions credits referenced
per year) and Barclays makes floating payments (based on a quoted bid price).
The total amount of the fixed payments payable by ENA pursuant to all three swap
confirmations is $157,481,173. The total amount of the floating payments payable
by Barclays is variable, based on the applicable reference spot price per
emissions credit.
177
On October 30, 2001, ENE and Barclays entered into a Charge on
Cash, under which ENE deposited $59.5 million in cash into a Barclays account in
London. The agreement purported to allow Barclays to withdraw funds from this
account to meet any present or future obligation and liability of ENE, or any of
its subsidiaries, to Barclays or certain of its affiliates.
ENE guaranteed Herzeleide's and Grampian's obligations under
the call option agreement and the put option agreement, respectively, and was
the guarantor of ENA's obligations under the swap confirmations.
b. STRUCTURE DIAGRAM AS OF THE INITIAL PETITION DATE.
(GRAPH)
Fixed ----------
_____________________________ BARCLAYS
| Financial Swap BANK
| ___________________________ ----------
| | Floating
| |
- --------------- $157,481,174 ---------------
ENRON _________________________________________
NORTH AMERICA Sale Agreement COLONNADE LTD.
_________________________________________
- --------------- 924,582 SO2 Credits ---------------
| | | |
________________________| | | | Put Option
| ________________________| | | (on SO2
American Call Option | | | | credits)
(on SO2 credits) | | $3,305,416 $300 | |
| | | |
------------------------ ------------------------
HERZELEIDE, LLC GRAMPIAN LLC
(ENRON CORP. SUBSIDIARY) (ENRON CORP. SUBSIDIARY)
------------------------ ------------------------
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. As
of the Initial Petition Date, Colonnade purported to own 924,582 emissions
credits.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
As of the Initial Petition Date, ENA was obligated on certain financial swaps
with Barclays, and Grampian was obligated on that certain put option to
Colonnade.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. On
December 4, 2001, Barclays sent ENA a Notice of Termination as a Result of
Voluntary Filing, claiming that the ENA bankruptcy was an event of default under
the master ISDA agreement. On December 31, 2001, Barclays sent ENA a Statement
of Payment on Early Termination that calculated the amounts due under the swap
confirmations. Barclays used the average of 2 market quotations ($94,774,866)
for the value of the floating payments payable by Barclays under the three swap
confirmations. The total amount of the fixed payments payable by ENA remained
$157,481,173. Barclays thus claimed that it was owed $62,706,307 by ENA.
46. SPOKANE
178
a. LEGAL STRUCTURE. On October 1, 1998, EPMI entered
into long-term physical power supply agreement with Spokane. The Spokane
contract serves as a physical and financial hedge for Spokane's obligations to
PGE under a contract dated June 26, 1992, that Avista monetized by assigning to
Spokane for a payment of approximately $145 million. The PGE contract gives PGE
an option to purchase peak energy in exchange for off-peak energy and capacity
payments.
The Spokane Trust issued notes and certificates to fund the
assignment of the PGE contract to Spokane, and Spokane in turn collaterally
assigned the Spokane contract and PGE contract to the Spokane Trust as
collateral.
ENE issued a performance guarantee to the Spokane Trust, for
the benefit of the noteholders, of the obligations of EPMI under the Spokane
contract.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
------------------- -------------------
AVISTA SERVICER (AVISTA)
------------------- -------------------
| |
| |
Contract | | Servicer
Assignment | | Agreement
| |
| |
| |
------__________________-----------------------___________________-----
Physical Energy Physical Energy
EPMI Spokane Energy, LLC PGE
Capacity Payment Capacity Payment
__________________ ___________________
------ ----------------------- -----
| |
Purchase Price | | Principal & Interest
| |
| |
| |
| |
-----------------------
Spokane Energy
Funding Trust
-----------------------
/ \
/ \
------ -------
Debt Equity
------ -------
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE.
Spokane has power contracts with PGE and EPMI.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
As of the Initial Petition Date, the Spokane Trust had obligations of
approximately $139 million.
179
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. For
EPMI, the unliquidated value of the Spokane contract. ENE guaranteed the
obligations of EPMI under the Spokane contract.
f. STRUCTURE RESOLUTION. As of September 24, 2003, EPMI
and ENE entered into certain agreements with Spokane, Avista, Peaker L.L.C. and
the other signatories named in such agreements pursuant to which, among other
things, EPMI will assign its interests in the Spokane contract and the Avista
contract to Peaker L.L.C. in return for a release of all claims against EPMI and
ENE in connection with the assigned contracts and the ENE performance guaranty.
The Settlement Agreement will become effective when the Bankruptcy Court's order
approving the transaction, which was entered on November 6, 2003, becomes final
and nonappealable.
47. TERESA
a. LEGAL STRUCTURE. In 1997, ENE contributed certain
assets to OPI which, in turn, contributed such assets to ELP. Such contributed
assets included, among others, the lease for the Enron Building. For a
description of the synthetic lease transaction relating to the Enron Building,
refer to Section III.F.19., "Enron Center North Synthetic Lease" for further
information. Shortly after ENE's contribution, DB and Potomac Capital Investment
Corporation provided the minority investment financing to the structure by
investing in shares of preferred stock of OPI.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
<Table>
-----
Enron
Corp.
-----
|
----------- ________________________________________________________________________________
Potomac 100% Series A | | | |
Capital Preferred | | | |
Investment _______________________| | | |
Corporation | | | |
----------- | | | |
| | | |
| ------------ | |
| Enron Cayman | |
| Leasing Ltd. | |
| ------------ | |
| | | |
- --------------- 100% Series B | -------------- | |
EN-BT Delaware, Preferred | 100% Enron Property | |
Inc. __________________________| Common Management | |
- --------------- | Corp. | |
| | -------------- | |
| -------------- | | |
| Organizational 20% Common | | |
| Partner, Inc.________________________|_____________________| |
| -------------- | | |
| | | 80% Common | |
| | | 19.8% Preferred | |
| 1% LP 98% LP 1% GP | | |
| | | | |
| ------------- | | |
| Enron Leasing | | |
|______________________________ Partners, ________________________| | |
LP | |
------------- | |
| ------------------ |
|____________________________________________ Enron Pipeline |
| Holding Company |
| 80.2% Preferred (fka Enron Liquids |
| Holding Corp.) |
_______________|__________________ ------------------ |
| | | | |
----------- ------ ------ | |
ENE Enron Other | |
Receivables Center Leased | |
------------ North Assets | |
------ ------ _____________|_______ |
| | |
----------- --------- -----------
EOC EOC EOC
Management, Holdings, Preferred,
LLC LLC LLC
----------- --------- ----------
| | |
General Partner | Limited | | Preferred
| Partner | | Limited
| | | Partner
|____________________|_______________|
|
----------------
Enron
Operations
L.P.
----------------
|
----------------
Enron
Transportation
Services Company
----------------
|
_____________|________
| |
------------ ------------
Transwestern Other
Pipeline Pipeline
Company Subsidiaries
------------ ------------
</Table>
180
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. As
of the Initial Petition Date, ELP's significant assets included net receivables
from ENE, the Enron Building (subject to loan and Forbearance Agreement dated
May 14, 2002 relating to the loan), subordinated preferred stock in Enron
Pipeline Holding Company, an entity that indirectly holds an interest in the
stock of ETS, and other leasing assets.
OPI's significant assets included $131 million cash arising
from an income tax refund and net receivables from ENE.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
ELP's significant liability is the debt on the Enron Building.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. Refer
to Section III.F.19., "Enron Center North Synthetic Lease" for further
information.
48. VALHALLA
a. LEGAL STRUCTURE. In 2000, various ENE subsidiaries
formed Valkyrie, Valhalla, and Rheingold, to implement a financing transaction
with DB. Through the structure these subsidiaries borrowed a net $50 million
from DB.
181
ENE invested $178 million in Rheingold (indirectly through
Valkyrie and Valhalla). DB acquired "participation rights" of Rheingold for $2
billion. Rheingold used the funds to purchase $2.178 billion in preferred stock
from RMTC, an indirect subsidiary of ENE. RMTC then loaned $2.178 billion to
ENE, and ENE loaned $1.95 billion to DB in the form of a structured note
receivable. Contemporaneously, ENE and DB entered into an interest rate swap
with a $50 million notional principal balance.
As part of the steps described above, DB, Valhalla, and
Valkyrie executed various puts and calls on the participation rights issued to
DB by Rheingold, and ENE guaranteed the performance of Valhalla and Valkyrie
under those arrangements. The puts and calls provided a mechanism for unwind
upon certain default events including the material downgrade of either party's
credit rating.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
- ----------------- ----------------------------- ------------------------
Enron Corp. $1.95B Structured Note Deutsche Bank, London
________________________
- ----------------- ____________ | ------------------------
| | | $106 | |
| | | million | | 95%
| | | Note | |
| | | ----------- 5% |
| | | Enron ____ |
| | | Diversified |
| | | Investments |
| | | Corp. |
| | | ----------- |
| | | ----------
| | | Enron
| | | Valkyrie,
| | | LLC
| | | ----------
| | | | --------------------------
| | | | In December 2001, Deutsche
| | | ---------- Bank purported to put its
| | | Valhalla, participation rights to
| | | GmbH Valhalla/Enron and offset
| $2.178B | | ---------- it against the structured
| Note | |_________________________ | note.
| | | | --------------------------
- --------------- ---------- -------------
Risk Management Rheingold, Deutsche Bank,
& Trading Corp. -------------------- GmbH ------------- Germany
- --------------- $2.178B Series 1 & 2 ---------- $2.08 -------------
Preferred Stock Participation
Rights
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. The
only significant asset associated with the structure is $2.178 billion in
preferred stock of RMTC.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
Immediately prior to ENE's bankruptcy filing, DB purported to put its interest
in Rheingold to Valhalla and, pursuant to the various legal documents, offset
the Rheingold interest against its structured note payable to ENE. ENE has
reserved its right to contest DB's purported put. The validity of the purported
put may ultimately be resolved by the Bankruptcy Court; the outcome of such
action would impact the equity ownership of Rheingold. If DB's offset is not
valid, the structure's significant liability is Rheingold's $2 billion
"participation rights" obligation to DB. If DB's offset is valid, then Valhalla
owns the participation rights, and ENE may have a claim against Valhalla arising
182
out of satisfaction of ENE's guarantee. Whether or not DB's offset is valid,
Rheingold owes ENE $106 million.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. Refer
to Section III.F.48.d., "Significant Potential Liabilities of the Structure" for
further information.
49. WILTSHIRE FINANCIAL ASSET COMPANY/RENEGADE
a. LEGAL STRUCTURE. In 1998, ENE and BT formed Wiltshire
as a FASIT. BT loaned $320 million to ECT Equity Corp., an ENE affiliate, which
loaned the funds to EFHC, an ENE affiliate. ENE guaranteed ECT Equity Corp.'s
obligations. EFHC lent $8 million to ENE and contributed the remaining $312
million to Wiltshire in exchange for various Class A and Class B FASIT
interests. BT contributed $8 million to Wiltshire in exchange for Class A and
Class O FASIT interests. Wiltshire utilized the $320 million contributed by BT
and EFHC to acquire the ECT Equity Corp. note held by BT.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
<Table>
-------------------- --------------------
Enron Corp. Bankers
Trust
-------------------- --------------------
| $3 million Class A |
| Interests and $1,000 |
-------------------- Class O Interests |
ECT Equity _ _ _ _ _ _ _ |
Corp. | |
-------------------- | |
| | -------------- |
$320 million Note | Enron Finance |
Receivable from |_ _ _ _ _ _ Holdings Corp. |
Enron Finance -------------- |
Holding Corp. | $27 million Class A Interests |
| $49 million Class B-1 Interests |
| $49 million Class B-2 Interests |
| $198 million Class B-3 Interests |
| |
-------------------- |
Wiltshire |
Financial Asset ----------------------------------------------
Company, LLC
--------------------
|
|
$320 million Note
Receivable from
ECT Equity Corp.
</Table>
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. As
of the Initial Petition Date, Wiltshire holds a $320 million note receivable
from ECT Equity Corp.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
As of the Initial Petition Date, Wiltshire owes $3 million to BT on its Class A
and Class O FASIT interests and $323 million to EFHC on its Class A and Class B
FASIT interests.
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. The
guaranty issued by ENE may give rise to a prepetition unsecured claim against
ENE.
183
50. YOSEMITE AND CREDIT LINKED NOTES
a. LEGAL STRUCTURE. From 1999 through 2001, ENE and
Citibank structured several transactions designed to issue notes, the credit
quality of which was comparable to ENE unsecured obligations. In each
transaction, an SPE, often a trust, was formed to issue notes and equity
certificates. The SPE would then invest the proceeds of the note and certificate
issuances in permitted investments.29 The SPE then entered into a credit default
and periodic payment swap with Citibank. Under the periodic payment portion of
the swap, Citibank would pay to the SPE amounts sufficient to pay periodic
interest, and, when due, periodic yield on the notes and certificates,
respectively, issued by the SPE, and the SPE would pay to Citibank amounts
received from the permitted investments. Under the credit default terms of the
swap, upon an ENE credit event, such as bankruptcy, Citibank could deliver
senior unsecured obligations of ENE to the SPE in exchange for the permitted
investments of the SPE. It is ENE's belief that after ENE filed for bankruptcy,
Citibank delivered the obligations represented by the Citibank/Delta Prepays
(refer to Section III.F.11., "Citibank/Delta Prepays" for further information)
to the SPEs in exchange for the permitted investments. The transaction amounts
and permitted investments for each transaction are as follows:
(i) YOSEMITE SECURITIES TRUST I. Yosemite I
issued 8.25% Series 1999-A Linked Enron Obligations and trust certificates,
raising a total of $825 million, of which $800 million was used to purchased a
promissory note from Delta, and the remaining $25 million was used to purchase a
promissory note from ENE. As of the Initial Petition Date, the trust certificate
holders of Yosemite I were SE Raptor LP, a subsidiary of Whitewing (refer to
Section III.F.41., "Osprey/Whitewing" for further information), ENE and a
third-party institutional investor.
(ii) YOSEMITE SECURITIES COMPANY LTD. Yosemite
Securities issued 8.75% Series 2000-A Linked Enron Obligations and company
certificates, raising a total of (pound)222.25 million, of which (pound)206.75
million was used to purchase a promissory note from Delta and the remaining
(pound)15.5 million was used to purchase a promissory note from ENE. As of the
Initial Petition Date, the trust certificate holders of Yosemite Securities were
SE Raptor LP, a subsidiary of Whitewing (refer to Section III.F.41.,
"Osprey/Whitewing" for further information), ENE and a third-party institutional
investor.
(iii) ENRON CREDIT LINKED NOTES TRUST. The CLN
Trust issued 8.00% Enron Credit Linked Notes, as well as trust certificates,
raising a total of $550 million, which was used to purchase a certificate of
deposit from Citibank. The trust certificate holders are third-party
institutional investors. As part of this transaction, Citibank loaned ENE $25
million as evidenced by a promissory note issued to Citibank.
(iv) ENRON CREDIT LINKED NOTES TRUST II. The CLN
Trust II issued 7.375% Enron Credit Linked Notes, as well as trust certificates,
raising a total of $550 million, which was used to purchase a certificate of
deposit from Citibank. The trust certificate holders
- ----------
29 For the Yosemite transactions, the permitted investments included, among
other things, ENE unsecured obligations. For the Credit Linked Notes
transactions, the permitted investments did not include ENE unsecured
obligations.
184
are third party institutional investors. As part of this transaction, Citibank
loaned ENE $25 million as evidenced by a promissory note issued to Citibank.
(v) ENRON STERLING CREDIT LINKED NOTES TRUST.
The Sterling CLN Trust issued 7.25% Enron Sterling Credit Linked Notes, as well
as trust certificates, raising a total of (pound)139 million, which was used to
purchase a certificate of deposit from Citibank. The trust certificate holders
are third-party institutional investors. As part of this transaction, Citibank
loaned ENE (pound)15.5 million as evidenced by a promissory note issued to
Citibank.
(vi) ENRON EURO CREDIT LINKED NOTES TRUST. The
Euro CLN Trust issued 6.50% Enron Euro Credit Linked Notes, as well as trust
certificates, raising a total of 222.5 million, which was used to purchase a
certificate of deposit from Citibank. The trust certificate holders are
third-party institutional investors. As part of this transaction, Citibank
loaned ENE 29.1 million as evidenced by a promissory note issued to Citibank.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
---------------- ------------------
Notes Certificate
---------------- ------------------
| |
| |
------------------ NOTE INTEREST & CERTIFICATE YIELD ----------------------
---------------------------------
Trust Credit Swap Citibank
------------------ --------------------------------- ----------------------
| ---------------------------------
| INTEREST ON TRUST INVESTMENTS
|
|
------------------
Trust
Investments
------------------
- A+/A1 OR BETTER
- YOSEMITE ALLOWED TO DIRECTLY PURCHASE ENE DEBT SECURITIES
</Table>
c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. As
of the Initial Petition Date, each SPE held the permitted investments as
described above. It is ENE's belief that, after ENE filed for bankruptcy,
Citibank delivered the obligations represented by the Citibank/Delta Prepays
(refer to Section III.F.11., "Citibank/Delta Prepays" for further information)
to the SPEs in exchange for the permitted investments.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
185
(i) YOSEMITE SECURITIES TRUST. Yosemite I issued
notes and trust certificates totaling $825 million.
(ii) YOSEMITE SECURITIES COMPANY LTD. Yosemite
Securities issued notes and company certificates, totaling(pound)222.25 million.
(iii) ENRON CREDIT LINKED NOTES TRUST. CLN Trust
issued notes and trust certificates totaling $550 million.
(iv) ENRON CREDIT LINKED NOTES TRUST II. CLN
Trust II issued notes and trust certificates totaling $550 million.
(v) ENRON STERLING CREDIT LINKED NOTES TRUST.
Sterling CLN Trust issued notes and trust certificates totaling(pound)139
million.
(vi) ENRON EURO CREDIT LINKED NOTES TRUST. Euro
CLN Trust issued the notes and trust certificates totaling (EURO)222.5 million.
e. Significant Potential Liabilities of Debtors
(i) YOSEMITE SECURITIES TRUST I. ENE is
obligated under the promissory note originally issued to Yosemite I.
Additionally, ENA's obligations under certain Citibank/Delta prepay
transactions, which have now been assigned to Yosemite I, were supported by a
guaranty from ENE.
(ii) YOSEMITE SECURITIES COMPANY LTD. ENE is
obligated under the promissory note originally issued to Yosemite Securities.
Additionally, ENA's obligations under certain Citibank/Delta prepay
transactions, which have now been assigned to Yosemite Securities, were
supported by a guaranty from ENE.
(iii) ENRON CREDIT LINKED NOTES TRUST. ENE is
obligated under the promissory note originally issued to Citibank. Additionally,
ENA's obligations under certain Citibank/Delta prepay transactions, which have
now been assigned to CLN Trust, were supported by a guaranty from ENE.
(iv) ENRON CREDIT LINKED NOTES TRUST II. ENE is
obligated under the promissory note originally issued to Citibank. Additionally,
ENA's obligations under certain Citibank/Delta prepay transactions, which have
now been assigned to CLN II Trust, were supported by a guaranty from ENE.
(v) ENRON STERLING CREDIT LINKED NOTES TRUST.
ENE is obligated under the promissory note originally issued to Citibank.
Additionally, ENA's obligations under certain Citibank/Delta prepay
transactions, which have now been assigned to Sterling CLN Trust, were supported
by a guaranty from ENE.
(vi) ENRON EURO CREDIT LINKED NOTES TRUST. ENE is
obligated under the promissory note originally issued to Citibank. Additionally,
ENA's obligations under certain
186
Citibank/Delta prepay transactions, which have now been assigned to Euro CLN
Trust, were supported by a guaranty from ENE.
51. ZEPHYRUS/TAMMY
a. LEGAL STRUCTURE. Project Tammy was a
minority-interest investment involving the formation of EFP, a Delaware limited
liability company. EFP invested in certain permitted assets, including debt
securities of Sequoia. Refer to Section III.F.2., "Apache/Choctaw" for further
information.
EFP has three classes of membership interests: Class A, Class
B and Class C. The Class A Member is Enron Finance Management LLC and the Class
B Members are ENE and various ENE subsidiaries. The Class B Members contributed
certain assets in exchange for their Class B membership interest in EFP. EFP
contributed these assets (except for a $125 million demand note issued by ENE)
to EIH, in exchange for 100% of the membership interest in EIH. EIH, in turn,
contributed these assets (other than a $200 million demand note issued by ENE)
to EAH, in exchange for the Class B membership interest of EAH. As a result of
the various contributions of these assets, (i) EFP holds a $125 million demand
note, (ii) EIH holds a $200 million demand note, and (iii) EAH holds all of the
remaining contributed assets.
In addition to the contribution of the assets by the Class B
Members of EFP, Zephyrus, a Delaware limited liability company, contributed $500
million in cash in exchange for the Class C Membership Interest in EFP. Zephyrus
was capitalized by a third-party syndication led by JPMCB contributing debt
($481.725 million) and equity ($18.275 million) to Zephyrus. The proceeds of
Zephyrus's investment were used by EFP to purchase debt securities of Sequoia
and other permitted investments.
Contemporaneous with the contribution of assets through the
Tammy structure, certain ENE debt was assumed by the entities within the
structure. Prior to Tammy, ENE issued, from time to time, various debt
securities pursuant to a certain indenture. Project Tammy included the
assignment and assumption of approximately $1.72 billion of the debt securities.
After consummation of the series of assumptions and assignments of the
obligations under the debt securities, (i) ENE continued to remain liable to the
holders in respect of all of the debt securities issued under the indenture,
(ii) each Class B Member remained liable to ENE in respect of such Class B
Member's assumed obligations, (iii) EIH remained liable to ENE in respect of the
EIH assumed obligations, and (iv) EFP was released from EFP's assumed
obligations and was not liable to ENE in respect thereof.
In October 2002, Zephyrus purported to exercise its right to
take control of the management of EFP.
b. STRUCTURE DIAGRAM AS OF INITIAL PETITION DATE.
(GRAPH)
<Table>
|_________________________ Direct or
| | Indirect
--------------------------------------- | Wholly-Owned
Enron Corp. _________________________________________ Affiliates of
--------------------------------------- | | | Enron Corp.
Sole Member / | \ \ | | |
/ | \ \ | | |
---------------------- | ---------------- --------------- | --------------- ---------------
Enron Finance | Smith Street Enron Global | Boreas Holdings Enron Caribbean
Management, | Land Company Exploration & | Corp. Basin, LLC
LLC | Production Inc. | -----------
---------------------- | ---------------- --------------- | --------------- --------------- Zephyrus
\ \ | \ | | | / Investment,
\ \ | \--------------------------------------/ LLC
\ Managing \ | Enron Capital -----------
\ Member \ | Investments Corp. |
\ \ | ------------------------------------- $500 million |
$1.9 billion\ \ |________________________________________________________________________________________|
debt payable \ \ |
\ -----------------
\ Enron
\ Finance Partners,
\ LLC
\ -----------------
Managing \ |
Common \ |____________________________________
Member \ | |
\ ----------------- |
\ Enron Sole Member -------
\ Intermediate Sequoia
\ Holdings, LLC Notes
\ ----------------- -------
\ | Preferred Member
\ |
\ -----------------
\ Enron
\ Asset Holdings,
LLC
-----------------
|
|
_________________________|_______________________________________________
| | | | | |
| | | | | |
--------- ---------- --------------- ----------------- ------- |
Enron N/R Option to Enron Oil & Gas Enron LNG ECM -----------
from sale Acquire India, Ltd. Power (Atlantic), III Other
of EOGR EREC Stock Ltd. Notes
shares Receivable
--------- ---------- --------------- ----------------- ------- ------------
| |
------------ |
Subsidiaries -----
------------ Notes
-----
</Table>
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c. SIGNIFICANT ASSETS ASSOCIATED WITH THE STRUCTURE. As
of the Initial Petition Date, EFP's significant assets were (a) a $125 million
note receivable from ENE; (b) a $508 million note receivable from ENA; (c) a
100% equity interest in EIH; and (d) a $6 million note receivable from Sequoia.
At the Initial Petition Date, EIH's only significant assets
were a $215 million ENE demand note and its Class B membership interest in EAH.
At November 30, 2001, EAH's assets were (a) $400,000 cash, (b)
100% of the stock of EOGIL, (c) a $32.5 million note receivable from EGEP China
Company, a Mauritius company, (d) an ENE note receivable of $542 million
representing proceeds from the sale of EOG stock, (e) a $20 million note
receivable from Enron Finance Management, LLC, (f) a $1 option to purchase all
of the common stock of EREC, (g) 100% of the stock of Enron LNG Power (Atlantic)
Ltd., and (h) a derivative interest in a receivable representing proceeds from
the sale of East Coast Power.
d. SIGNIFICANT POTENTIAL LIABILITIES OF THE STRUCTURE.
EFP issued a class C preferred interest in the amount of $500 million.
EIH has a $1.9 billion payable to ENE in respect of ENE's
obligation under the Harris Indenture Trust.
188
e. SIGNIFICANT POTENTIAL LIABILITIES OF DEBTORS. ENE and
ENA have payables to the structure, as discussed above. Refer to Sections
IV.C.1.c., "Trading Litigation" and IV.C.1.d., "Litigation Related to
Structures" for further information.
g. RELATED PARTY TRANSACTIONS
Information included in this section represents a summary of
ENE's 8-K filed November 8, 2001 and other ENE or third-party public filings and
reports on the subject of ENE's related party transactions. The descriptions
below, which are based on the Debtors' view of the historical facts and which
are subject to further review, elaboration, or modification, are included for
informational purposes. Others familiar with these proceedings may dispute all
or part of these descriptions or assessments.
On October 28, 2001, ENE established the Powers Committee,
which was charged "to examine and take any appropriate actions with respect to
transactions between the Enron Companies and entities connected to related
parties." The Powers Committee retained Wilmer, Cutler & Pickering as its
counsel, which, in turn, retained Deloitte & Touche for independent accounting
advice. On February 1, 2002, the Powers Committee released the Powers Report.
Findings from the Powers Report included revelations about the extensive
financial enrichment of certain former ENE employees and conclusions related to
the objectives for, and implementation of, related party transactions.
Significant detail describing the related party transactions is provided in the
Powers Report, which is available online in the "Related Documents" section at
http://www.enron.com/corp/por/.
1. CHEWCO
a. GENERAL SUMMARY. From June 1993 through November
1997, an ENE subsidiary was the general partner and a third party, CalPERS, was
the limited partner of Joint Energy, a $500 million joint venture investment
partnership. Joint Energy was formed primarily to invest in and manage certain
natural gas and energy related assets. In November 1997, Joint Energy made a
liquidating distribution to CalPERS of $383 million. Concurrently, Chewco
purchased a limited partnership interest in Joint Energy for $383 million, $132
million of which was financed by an interest-bearing loan from Joint Energy to
Chewco, and $240 million of which was borrowed from a third-party financial
institution, supported by a guarantee from ENE.
From December 1997 to December 2000, Chewco received
distributions of $433 million from Joint Energy. Among other things, Chewco used
a portion of these distributions to make repayments on its Joint Energy loan and
to repay the additional borrowing from the third-party financial institution. In
March 2001, ENE purchased Chewco's limited partnership interest in Joint Energy
for $35 million. The impact of ENE's buyout was a consolidation of Joint Energy
into ENE's consolidated financial statements. In September 2001, ENE paid an
additional $2.6 million to Chewco in connection with a tax indemnification
agreement between Joint Energy, Chewco, and ENE. Of the total purchase
consideration, $26 million was used by Chewco to make a payment on the Joint
Energy loan.
b. CHEWCO FINANCIAL RESTATEMENT. ENE's decision to
consolidate Chewco was based on ENE's assessment that Chewco did not meet the
accounting criteria to qualify as
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an unconsolidated SPE. As a result of Chewco's failure to meet the criteria,
Joint Energy, in which Chewco was a limited partner, also did not qualify for
nonconsolidation treatment. In its November 8, 2001 8-K, ENE reported the
decision to consolidate both Chewco and Joint Energy beginning in November 1997.
2. THE LJM PARTNERSHIPS
a. GENERAL BACKGROUND. Upon information and belief, LJM1
was formed as a private investment limited partnership in June 1999, and LJM2
was also formed as a private investment partnership a few months later in
October 1999. They were described to the Board as potential sources of capital
to buy assets from ENE, potential equity partners for ENE investments, and
counterparties to help mitigate risks associated with ENE investments. The Board
also was informed that LJM1 and LJM2 intended to transact business with third
parties. Prior to approving Mr. Fastow's affiliation with LJM1 and LJM2, the
Board determined that Mr. Fastow's participation in the partnerships would not
adversely affect the interests of ENE. The Board approved the initial
transaction with LJM1 and recognized that ENE might (but was not required to)
engage in additional transactions with LJM1. ENE believes that the initial
capital commitments to LJM1 were $16 million, and the aggregate capital
commitments to LJM2 were $394 million. LJM1 was first disclosed as a
related-party transaction in ENE's June 30, 1999 10-Q, and LJM2 was referenced
in the 1999 10-K. In ENE's 2000 and 2001 proxy statements filed with the SEC,
Andrew Fastow was identified by name as the "senior officer of Enron" involved
with the LJM partnerships. ENE now believes that Mr. Fastow received in excess
of $30 million relating to his LJM management and investment activities.
The Board directed that certain controls be put into place
relating to Mr. Fastow's involvement with the partnerships and transactions
between ENE and the LJM partnerships. The Board required review and approval of
each transaction by the Office of the Chairman of the Board, the CAO, and the
chief risk officer. The Board also recognized the ability of the Chairman of the
Board to require Mr. Fastow to resign from the partnerships at any time, and
directed that the Audit and Compliance Committee of the Board conduct annual
reviews of transactions between ENE and LJM1 and LJM2 completed during the prior
year. The proper implementation of these controls and procedures was one of the
subjects of the Powers Committee's investigation.
b. SUMMARY OF LJM TRANSACTIONS. From June 1999 through
September 2001, ENE and ENE-related entities entered into 24 business
relationships in which LJM1 or LJM2 participated. These relationships were of
several general types, including: (1) sales of assets by ENE to LJM2 and by LJM2
to ENE; (2) purchases of debt or equity interests by LJM1 or LJM2 in
ENE-sponsored SPEs; (3) purchases of debt or equity interests by LJM1 or LJM2 in
ENE affiliates or other entities in which ENE was an investor; (4) purchases of
equity investments by LJM1 or LJM2 in SPEs designed to mitigate market risk in
ENE's investments; (5) the sale of a call option and a put option by LJM2 on
physical assets; (6) transactions involving LJM and third parties; and (6) a
subordinated loan to LJM2 from an ENE affiliate.
(i) SALE OF ASSETS. In June 2000, LJM2 purchased
dark fiber optic cable from EBS Inc. for a purchase price of $100 million. LJM2
paid EBS Inc. $30 million in cash and the balance in an interest-bearing note
for $70 million. ENE recognized $67 million in
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pre-tax earnings in 2000 related to the asset sale. Pursuant to a marketing
agreement with LJM2, EBS Inc. was compensated for marketing the fiber to others
and providing operation and maintenance services to LJM2 with respect to the
fiber. LJM2 sold a portion of the fiber to industry participants for $40
million, which resulted in EBS Inc. recognizing agency fee revenue of $20.3
million. LJM2 sold the remaining dark fiber for $113 million in December 2000 to
Backbone 1 which was formed to acquire the fiber. Refer to Section III.F.3.,
"Backbone" for further information. In December 2000, LJM2 used a portion of the
proceeds to pay in full the $70 million note and accrued interest owed to EBS
Inc. through which it had purchased the dark fiber in June 2000. LJM2 earned
$2.4 million on its resale of the fiber.
(ii) PURCHASES OF EQUITY/DEBT IN ENRON-SPONSORED
SPES. Between September 1999 and December 2000, LJM1 or LJM2 purchased equity or
debt interests in nine ENE-sponsored SPEs. LJM1 and LJM2 invested $175 million
in the nine SPEs. These transactions enabled various Enron Companies to monetize
assets and generated pre-tax earnings to ENE of $2 million in 1999.
ENE believes that LJM received cash of $15 million, $64
million, and $53 million in 1999, 2000 and 2001, respectively, relating to its
investments in these entities. In three instances, third-party financial
institutions also invested in the entities. LJM invested on the same terms as
the third-party investors. In one of these nine transactions, an Enron Company
entered into a marketing agreement with LJM2 that provided an Enron Company with
the right to market the underlying equity. This arrangement gave an Enron
Company profit potential in proceeds received after LJM2 achieved a specified
return level. In six of these nine transactions, ENE repurchased all or a
portion of the equity and debt initially purchased by LJM.
(iii) INVESTMENT IN ENE AFFILIATES. In two
transactions, LJM2 made direct and indirect investments in stock (and warrants
convertible into stock) of New Power Holdings, Inc. which initially was a wholly
owned subsidiary of ENE, and subsequently included other strategic and financial
investors. In October 2000, New Power Holdings, Inc. became a public company.
In January 2000, LJM2 invested $673,000 in Cortez Energy
Services LLC, a limited liability company formed by EES and LJM2, and an Enron
Company contributed five million shares of New Power Holdings, Inc. stock to
Cortez. In July 2000, in a private placement, LJM2 purchased warrants
exercisable for New Power Holdings, Inc. stock for $50 million on the same terms
as third-party investors.
In September 1999, LJM1 acquired from EBHL a 13% equity
interest in a company owning a power project in Brazil for $10.8 million, and
acquired redeemable preference shares in a related company for $500,000. ENE
recognized a $1.7 million loss on the sale of these interests to LJM1. ENE
recognized revenues of $65 million, $14 million, and $5 million from a commodity
contract with the company owning the power project in 1999, 2000, and 2001,
respectively. As part of an exclusive marketing arrangement to sell LJM1's
equity in the project to third parties and to limit LJM1's return, EBHL paid
LJM1 a $240,000 fee in May 2000. In 2001, EBHL repurchased LJM1's 13% equity
interest and the redeemable preference shares for $14.4 million.
191
In December 1999, LJM2 paid NSH $30 million for a 75% equity
interest in a power project in Poland. ENE recognized a $16 million gain in 1999
on the sale. An Enron Company paid $750,000 to LJM2 as an equity placement fee.
In March 2000, NSH repurchased 25% of the equity in the Polish power project
from LJM2 for $10.6 million, and a Whitewing subsidiary acquired the remaining
50% from LJM2 for $21.3 million. NSH and the Whitewing subsidiary still own
their respective equity interests.
In December 1999, LJM2 acquired a 90% equity interest in BWT
with ownership rights to certain natural gas reserves for $3 million. As a
result, ENE recognized $3 million in revenue from an existing commodity
contract. Subsequently, LJM2 assigned a portion of its ownership interest in the
entity to ENA and a Whitewing subsidiary at no cost (to achieve certain
after-tax benefits). Refer to Section III.F.6., "Bob West Treasure L.L.C." for
further information.
(iv) PORTFOLIO SPES. ENE and LJM established a
series of SPEs in order to mitigate market exposures on ENE investments,
including investments in New Power Holdings, Inc., Rhythms NetConnections, Inc.,
and other technology, energy, and energy-related companies. LJM made $191
million in equity investments in five separate SPEs, three of which (Raptor I,
II and IV) were also capitalized with ENE stock and derivatives that could have
required the future delivery of ENE stock. Raptor III was capitalized with an
economic interest in warrants convertible into stock of New Power Holdings, Inc.
Refer to Section III.G.2.c., "LJM1 Financial Restatement" for information
concerning the fifth SPE. An ENE subsidiary subsequently engaged in hedging
transactions with these SPEs, which included price swap derivatives, call
options, and put options. The derivatives and options generally were intended to
hedge an ENE subsidiary's risk in certain investments having an aggregate
notional amount of approximately $1.9 billion.
With respect to the four Raptor SPEs, ENE acquired LJM2's
equity in the SPEs during the third quarter of 2001 for $35 million. ENE
recognized pre-tax earnings (losses) relating to risk management activities of
$119 million, $518 million, and ($166) million in 1999, 2000, and 2001,
respectively, including the effect of a $711 million pre-tax charge recognized
in 2001, related to the termination of the Raptor SPEs. During 2000 and the nine
months ended September 30, 2001, the Raptor SPEs hedged losses of $501 million
and $453 million, respectively. The fifth SPE was used to hedge an Enron
Company's exposure arising from an investment in the stock of Rhythms
NetConnections, Inc. However, it was subsequently determined that it did not
meet the criteria to qualify for unconsolidated treatment. Refer to Section
III.G.2.c., "LJM1 Financial Restatement" for further information.
In total, LJM1 and LJM2 invested $191 million and received
$319 million (an estimated $95 million of which is non-cash value from the
receipt of 3.6 million shares of ENE restricted stock) related to their
investments in these five SPEs.
(v) CALL OPTION. In May 2000, EECC purchased a
call option from LJM2 on two gas turbines, at the same time that LJM2 contracted
to purchase the gas turbines from the manufacturer. EECC paid LJM2 $1.2 million
for this right during a seven-month period in 2000. The call option gave EECC
the right to acquire these turbines from LJM2 at LJM2's cost, which was $11.3
million. The call option was subsequently assigned from ENA
192
(which had acquired the option from EECC) to an ENE-sponsored SPE capitalized by
a third-party financial institution. In December 2000, the call option was
exercised by the SPE, and it acquired the turbines from LJM2 at cost.
(vi) TRANSACTIONS WITH LJM AND OTHER ENTITIES. An
Enron Company sold its contractual right to acquire a gas turbine to a utility
for $15.8 million in July 2000. An Enron Company recognized a pre-tax gain of
$3.5 million on the transaction. At the same time, the utility entered into a
put option agreement with LJM2 relating to the turbine under which the utility
paid LJM2 $3.5 million. Subsequently, upon the execution of an engineering,
procurement, and construction contract with a wholly owned subsidiary of ENE,
the utility assigned the contractual right to acquire the gas turbine to that
subsidiary.
In December 1999, Enron Nigeria Barge Holding Ltd. sold an
equity investment in Enron Nigeria Barge Ltd. to an investment bank and provided
seller financing. In June of 2000, LJM2 purchased this equity investment
directly from the investment bank for $7.5 million and the assumption of the
seller-financed note from Enron Nigeria Barge Holding Ltd. In September 2000,
LJM2 sold the equity investment to an industry participant for $31.2 million.
The proceeds from LJM2's sale were used by LJM2 to repay the principal and
interest on the note from Enron Nigeria Barge Holding Ltd. in the amount of $23
million. The remaining $8.2 million repaid LJM2's $7.5 million purchase price
and provided a profit of $700,000 to LJM2.
(vii) TRANSACTION BETWEEN LJM AND WHITEWING. In
December 1999, a wholly owned subsidiary of Whitewing entered into a $38.5
million credit agreement with LJM2, the borrower. The loan had a term of one
year and carried an interest rate of LIBOR+2.5%. The loan amount (including
interest) of $40.3 million was repaid by LJM2 in 2000.
(viii) CURRENTLY OUTSTANDING LJM2 TRANSACTIONS. ENE
believes that LJM2 currently has interests in six of the investments described
above in which LJM2 originally invested $124 million, and that LJM2 has received
cash inflows of $27 million from these investments. These investments include
$23 million in equity in two ENE-sponsored SPEs, $32.5 million in equity in
Osprey, $3 million in equity in BWT, and $50.7 million in direct equity
investments in New Power Holdings Co., Inc. (representing two transactions).
Refer to Section III.F.41., "Osprey/Whitewing" for further information.
c. LJM1 FINANCIAL RESTATEMENT. ENE's decision that the
LJM1 subsidiary should be consolidated in 1999 and 2000 is based on ENE's
assessment that the subsidiary did not qualify for nonconsolidation treatment
because of inadequate capitalization. At the time of the November 2001
restatement, ENE concluded that the hedging transactions in which ENE engaged
with the LJM1 subsidiary (related to ENE's investment in the stock of Rhythms
NetConnections, Inc.) should have been consolidated into ENE's financial
statements for 1999 and 2000. This consolidation had the effect of reducing
ENE's net income in 1999 and 2000 and shareholders' equity in 1999 and
increasing shareholders' equity in 2000, thus eliminating the income recognized
by ENE on these derivative transactions.
d. LJM2 FINANCIAL RESTATEMENT. The financial restatement
associated with LJM2-related party transactions involved four SPEs known as the
Raptors, which were created in
193
2000. The Raptors permitted ENE to hedge market risk in certain of its
investments. During 2000 and the first nine months of 2001, the Raptors hedged
losses related to ENE investments of $501 million and $435 million,
respectively. The Raptors were originally capitalized with ENE common stock in
exchange for a note receivable of $172 million. Subsequent contracts with the
Raptors in the first quarter of 2001 obligated ENE to issue common stock in the
future in exchange for notes receivable totaling $828 million. ENE originally
accounted for the transactions by increasing notes receivable and shareholders'
equity. The restatement arose due to ENE's belief, upon review, that the note
receivable should have been presented as a reduction to shareholders' equity
(similar to a shareholder loan). ENE also recorded a $200 million equity
reduction related to the excess of the fair value of contracts deliverable by
ENE over the notes receivable. The total impact was a reduction in shareholders'
equity and notes receivable by $1.2 billion. ENE repurchased LJM2's equity
interests in the Raptors in the third quarter of 2001 for $35 million.
e. LJM2 CO-INVESTMENT, L.P. BANKRUPTCY. Refer to Section
IV.F.3., "LJM2" for further information.
3. RADR
According to the Kopper Agreement, in 1997, Michael Kopper and
Andrew Fastow devised a scheme to enrich themselves through the sale of ENE's
wind farms to two SPEs - RADR ZWS MM, LLC and RADR ZWS, LLC. Kopper and Fastow
recruited friends of Kopper to act as equity investors in the RADR entities.
These individuals received funds from Fastow through Kopper to make the
investments. From 1997 through 2000, these two RADR entities generated
approximately $4.5 million for the investors. The proceeds were later used to
repay Fastow and to pay other ENE employees and their family members.
IV. DEBTORS' CHAPTER 11 CASES
CAPITALIZED TERMS USED THROUGHOUT THIS DISCLOSURE STATEMENT ARE DEFINED IN
APPENDIX A: "MATERIAL DEFINED TERMS FOR ENRON DISCLOSURE STATEMENT" ATTACHED
HERETO.
a. SIGNIFICANT POSTPETITION DEVELOPMENTS
Given the complexity and enormity of these Chapter 11 Cases,
there have been a number of significant occurrences in a variety of areas. The
most significant of these are described below.
1. VENUE
Shortly after the Initial Petition Date, a number of parties
in interest filed motions pursuant to 28 U.S.C. Section 1412 to transfer the
venue of the Chapter 11 Cases from the Southern District of New York to the
Southern District of Texas.
The Venue Movants argued that venue should be transferred to
Texas essentially because the Enron Companies' headquarters, certain of its
business operations, and many of its creditors were located there. The Debtors,
the Creditors' Committee, and many other parties in interest opposed the motion,
arguing, among other things, that (a) the Debtors' choice of forum
194
in New York was entitled to deference; (b) the bulk of the relevant
professionals for the Debtors, the Creditors' Committee, many of the largest
creditors, and the capital markets necessary to assist in these cases were all
located in New York; (c) these cases could be efficiently administered in New
York; (d) due to the number of foreign insolvency proceedings, the New York
court's experience with foreign proceedings was invaluable; and (e) the total
creditor body was so widespread that a Texas forum would not be so
overwhelmingly convenient for creditors as to justify overriding the Debtors'
choice of venue.
After intensive discovery, a contested hearing was held before
the Bankruptcy Court. On January 11, 2002, the Bankruptcy Court issued a
forty-two page memorandum decision denying the motion for a change of venue. No
party appealed, or sought leave to appeal, the Bankruptcy Court's venue
decision.
2. POSTPETITION FINANCING
On the Initial Petition Date, the Debtors moved for entry of
an interim and final order approving the DIP Credit Agreement. As set forth
therein, the DIP Credit Agreement provided a credit facility in the aggregate
amount of $1.5 billion, including a letter of credit subfacility up to the
amount of the aggregate available commitment, the issuance of guarantees, and
the granting of collateral by the parties thereto. On December 3, 2001, the
Bankruptcy Court entered the Interim DIP Order approving the DIP Credit
Agreement on an interim basis and authorizing borrowings and issuances of
letters of credit in an amount up to $250 million.
Subsequent to the entry of the Interim DIP Order, the DIP
Objectants interposed the DIP Objections to the entry of a final order approving
postpetition financing for the Debtors. The majority of the DIP Objections were
premised on either (i) the blanket imposition of liens, pursuant to the DIP
Credit Agreement, on the assets of the Debtors in favor of the DIP Lenders,
and/or (ii) the mechanics of the Debtors' existing cash management system,
particularly the daily "sweep" of cash from ENA bank accounts to the ENE
concentration account. Indeed, in that regard, certain of the DIP Objectants
either joined separate pleadings of other creditors objecting to the continued
use of the Debtors' existing cash management system or filed separate pleadings
themselves in respect thereto.
Thereafter, the Bankruptcy Court conducted a multi-day
evidentiary hearing with respect to the Debtors' use of cash. Upon conclusion
and due deliberation, on February 21, 2002, the Bankruptcy Court directed the
appointment of the ENA Examiner, and on February 25, 2002, the Bankruptcy Court
entered an order permitting, among other things, the Debtors to continue using
their centralized cash management system, subject to certain modifications.
Refer to Section IV.A.4.a., "ENA Examiner" for further information. The
modifications included, without limitation, an interim prohibition on Cash
Sweeps from ENA to ENE and a grant of adequate protection for intercompany
transfers in the form of superpriority Junior Reimbursement Claims and Junior
Liens. Refer to Section IV.A.3., "Cash Management and Overhead Allocation" for
further information.
The Debtors subsequently determined that, with the exception
of letters of credit, they did not foresee the need to borrow funds in the form
or manner as contemplated by the DIP Credit Agreement. As a result, the Debtors
determined that, in the exercise of their sound
195
business judgment, an amended postpetition credit facility, which would permit
the Debtors to obtain up to $250 million in letters of credit, and to use such
letters of credit in the operation of their businesses, would be optimal.
After various inquiries and preliminary discussions with
potential alternative lenders and financial institutions, the Debtors determined
that amending the DIP Credit Agreement was the most efficient means to obtaining
the necessary credit support. On July 2, 2002, after notice and hearing, the
Bankruptcy Court entered an order authorizing the Debtors to obtain postpetition
financing pursuant to the Amended DIP Credit Agreement.
Essentially, the Amended DIP Credit Agreement permitted the
Debtors to obtain up to $250 million in letter-of-credit financing, including a
sub-limit of $50 million for the issuance of letters of credit for the benefit
of non-Debtor affiliates, and to use such letters of credit in the operation of
their respective businesses. Pursuant to the terms of the Amended DIP Credit
Agreement, ENE deposited $25 million up-front in a letter of credit cushion
account maintained at the offices of JPMCB, and each Debtor for whose benefit a
letter of credit shall be issued shall place cash collateral in an amount equal
to 110% of the face amount of such letter of credit in a separate deposit
account maintained at the offices of JPMCB. The Amended DIP Credit Agreement
does not require the Debtors to incur any new fees beyond those originally
required under the DIP Credit Agreement. The Amended DIP Credit Agreement was
scheduled to terminate on June 3, 2003.
On May 8, 2003, the Bankruptcy Court entered an order
approving the extension of the Debtors' postpetition financing pursuant to the
Second Amended DIP Credit Agreement. The extension decreases the aggregate
amount available for letters of credit to $150 million, increases the sub-limit
for letters of credit issued for the benefit of non-Debtor affiliates to $65
million, decreases the amount deposited by ENE in the letter of credit cushion
account to $15 million, and decreases JPMCB's and Citicorp's annual fees as
Collateral Agent and Paying Agent, respectively, to $200,000 each. The Second
Amended DIP Credit Agreement is scheduled to terminate on June 3, 2004. ENE paid
an extension fee to the DIP Lenders in an amount equal to 0.20% of the aggregate
amount available under the Second Amended DIP Credit Agreement.
3. CASH MANAGEMENT AND OVERHEAD ALLOCATION
Prior to the Initial Petition Date, and for a period of time
thereafter, ENE's Cash Sweeps transferred revenues on a daily basis from the
Debtors' (and ENE-controlled non-Debtors') bank accounts to an ENE concentration
account. As reported by the ENA Examiner, the Cash Sweeps from ENA following the
Initial Petition Date resulted in an intercompany receivable of approximately
$481 million to ENA from ENE. Refer to Section IV.A.4.a., "ENA Examiner" for
further information regarding the Cash Sweeps and the reports of the ENA
Examiner with respect thereto.
On December 3, 2001, the Bankruptcy Court entered an order
authorizing the Debtors to continue using their centralized cash management
system. Thereafter, certain creditors, including creditors of ENA, filed motions
to separate ENA from the Debtors' existing cash management system.
196
On February 25, 2002, after notice and a two-day evidentiary
hearing, the Bankruptcy Court entered the Amended Cash Management Order, which
was proposed by the Creditors' Committee with the consent of the Debtors. The
Amended Cash Management Order authorizes the Debtors to continue using their
centralized cash management system, subject to certain amendments. The
amendments include, without limitation, a temporary prohibition on Cash Sweeps
from ENA to ENE (later permanently extended by separate order) and a grant of
adequate protection for intercompany transfers in the form of superpriority
Junior Reimbursement Claims or Junior Liens, as defined below.
The Amended Cash Management Order provides:
Notwithstanding any other Order of the Court, as adequate
protection for each Debtor for the continued use of the
Centralized Cash Management System, to the extent that any
Debtor transfers (or transferred) property (including cash)
following the Petition Date (the "Adequately Protected
Debtor") to or for the benefit of any other Debtor (the
"Beneficiary Debtor"), with an aggregate fair value in excess
of the aggregate fair value of property (including cash) or
benefit received by the Adequately Protected Debtor from the
Beneficiary Debtor following the Petition Date, then...(a) the
Adequately Protected Debtor shall have (x) an allowed claim
against the Beneficiary Debtor for the fair value of property
(including cash) or benefit transferred (net of any reasonable
expenses for overhead or other services reasonably allocated
or reasonably charged to the Adequately Protected Debtor),
under Sections 364(c)(1) and 507(b), having priority over any
and all administrative expenses of the kind specified in
Sections 503(b) and 507(b) of the Bankruptcy Code, which claim
shall bear interest at the Prevailing Rate...for the period
accruing from and after the date such claim arises until
repayment thereof (collectively, the "Junior Reimbursement
Claim") and (y) a lien on all property of the Beneficiary
Debtor's estate under Section 364(c)(3) of the Bankruptcy Code
securing such Junior Reimbursement Claim ("Junior Lien").
Amended Cash Management Order [Paragraph] 5(a).
Such Junior Reimbursement Claims and Junior Liens are junior
and subject and subordinate only to the superpriority claims and liens granted
to the DIP Lenders and their agent in respect of the Debtors' DIP obligations.
Furthermore, the Amended Cash Management Order provides for
extensive protections to the Debtors and their Creditors with respect to cash
transfers by Debtors to non-Debtor affiliates. The Amended Cash Management Order
also provides for certain reporting requirements as additional adequate
protection for the continued use of the Debtors' cash management system.
Furthermore, the Amended Cash Management Order directed the Debtors,
197
after consultation with the Creditors' Committee, to develop a formula for the
allocation of shared overhead expenses among Debtors and, if applicable, their
non-Debtor affiliates.
On November 21, 2002, the Bankruptcy Court entered the
Overhead Allocation Formula Order. The Overhead Allocation Formula Order
provides that the Debtors may use the Allocation Formula to allocate shared
overhead and other expenses among the Debtors and non-Debtors for the duration
of the postpetition period. Under the Allocation Formula, shared overhead
expenses include, but are not limited to: salaries and benefits; employee
expenses; outside services; payroll taxes; depreciation; and general business
expenses such as supplies, rents, and computer-related costs (including
depreciation expenses). Shared overhead expenses include the total expenditures
of ENE, EPSC, and ENW.
The Overhead Allocation Formula Order also provides for the
allocation of other expenses not directly related to overhead, including
expenses for professional services and permits certain expenditures relating to
orderly dissolution of entities. Moreover, the Overhead Allocation Formula Order
provides for certain terms and conditions that are specific to ENA and certain
ENA-related entities.
4. APPOINTMENT OF EXAMINERS
a. ENA EXAMINER
(i) APPOINTMENT. During January and February
2002, approximately 10 different creditors, primarily trading creditors and
sureties, moved for appointment of a trustee or examiner for ENA, appointment of
a separate creditors' committee for ENA, or appointment of separate counsel for
ENA. On February 21, 2002, in the midst of the cash management dispute described
above, the Bankruptcy Court sua sponte directed the appointment of the ENA
Examiner; and on March 12, 2002, the Bankruptcy Court approved the U.S.
Trustee's appointment of Harrison J. Goldin as the ENA Examiner to serve in the
Chapter 11 Case of ENA. On June 21, 2002, the Bankruptcy Court issued a
memorandum decision denying the appointment of a separate committee or counsel
for ENA.
(ii) SCOPE.
(A) INITIAL SCOPE UPON APPOINTMENT. Following the
Bankruptcy Court's sua sponte appointment, by order dated February 21, 2002, the
Bankruptcy Court entered an order concerning the scope of the ENA Examiner's
duties. Specifically, the Bankruptcy Court directed the ENA Examiner to (i)
prepare a report regarding the issues raised concerning ENA's continued
participation in the Debtors' centralized cash management system, and (ii)
participate in internal cash approval and risk assessment committees used by the
Debtors in their ongoing operations. The Bankruptcy Court also directed the ENA
Examiner to (i) perform such other tasks as may be agreed upon or recommended by
parties in interest and approved by the Bankruptcy Court and (ii) engage in such
other activities as the Bankruptcy Court subsequently authorized or directed.
(B) INITIAL DUTIES DEFINED. Following the submission of
recommendations by parties in interest as to the specific duties of the ENA
Examiner, by order dated March 6, 2002, the Bankruptcy Court directed that the
ENA Examiner's duties be limited
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to investigation and filing of a "Cash Management Report" and recommendations
concerning (i) the propriety of ENA's continued participation in the Debtors'
centralized cash management system and (ii) the allocation of certain overhead
expenses to ENA. This order provided that the ENA Examiner should file his
report with the Bankruptcy Court no later than 20 business days from the date of
entry of an order approving the U.S. Trustee's appointment. Moreover, the order
directed that the ENA Examiner file a weekly list of all deposits and
disbursements made into and out of the Consolidation Account(30) and that the
ENA Examiner file a written report, at least monthly, regarding the status of
ENA's cash, cash equivalents, proceeds of the sale of ENA assets, and advances
from direct and indirect subsidiaries and affiliates of ENA.
(C) ENA PLAN FACILITATOR. In connection with the first
extension of the Debtors' Exclusive Filing Period, by order dated April 24,
2002, the Bankruptcy Court expanded the role of the ENA Examiner to provide that
the ENA Examiner will serve as a "facilitator of a chapter 11 plan in the ENA
chapter 11 case." Refer to Section IV.A.6., "Exclusivity" for further
information regarding extensions of the Debtors' Exclusive Periods.
(D) EXPANDED DUTIES. On May 8, 2002, the Bankruptcy Court
approved and entered the Expanded Duties Order, which incorporated all of the
recommendations proposed in the ENA Examiner Interim Report, and, subject to
certain conditions, permanently extended the prohibition on Cash Sweeps from ENA
to ENE, as proposed by the Debtors themselves, following discussions with the
Creditors' Committee. Pursuant to the Expanded Duties Order, the scope of the
ENA Examiner's role was expanded to include, among other things, reporting on a
proposed methodology for repayment of net intercompany receivables, continuing
to monitor the meetings of the BTRC, reporting on how any modification to the
Debtors' DIP financing affects ENA, and working with the Debtors, the Creditors'
Committee and other parties in interest to facilitate the chapter 11 plan
process for ENA and its subsidiaries as expeditiously as possible.
(E) CONFLICTS EXAMINER. On June 2, 2003, the Bankruptcy
Court further expanded the ENA Examiner's duties by authorizing him to
investigate five institutions as to which the ENE Examiner has a conflict of
interest. On June 24, 2003, the Bankruptcy Court approved the ENA Examiner's
retention of Thelen, Reid & Priest LLP to serve as his special counsel in
connection with his duties as conflicts examiner.
(III) ENA EXAMINER'S REPORTS.
(A) WEEKLY REPORTS. The ENA Examiner continues to
investigate and monitor the cash activities of ENA, and files weekly cash
reports with the Bankruptcy Court.
- ----------
(30) As noted in the ENA Examiner's Interim Report, the Bankruptcy Court's March
6, 2002 order did not specifically define the "Consolidation Account," but
referred to a definition in the Amended Cash Management Order. However, the
Amended Cash Management Order did not define "Consolidation Account"
either. Thus, the ENA Examiner interpreted it to mean the account into
which the cash of ENA is swept and consolidated.
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(B) INTERIM CASH MANAGEMENT REPORTS. On April 9, 2002,
the ENA Examiner filed the ENA Examiner Interim Report.31 In this report, the
ENA Examiner preliminarily found that "it is highly likely that more than
sufficient assets exist subject to the Junior Liens for repayment of ENA
postpetition transfers to Enron." In addition, the ENA Examiner found that there
had not been any cash transfers from ENA to ENE since February 25, 2002 and
future Cash Sweeps had been frozen indefinitely. Finally, the ENA Examiner
concluded that his participation in the Debtors' centralized cash management
system "provide[s] significant protection of ENA Cash, assets and liabilities
and . . . provide[s] significant assurance that the" net intercompany receivable
for amounts transferred by ENA for the benefit of other Debtors under the cash
management system "will ultimately be repaid." The ENA Examiner Interim Report
identifies the factual and legal conclusions of the ENA Examiner based upon his
investigation of the topics set forth therein. The ENA Examiner Interim Report
also proposed certain recommendations regarding the scope of any further
investigation by the ENA Examiner, which resulted in the approval of the
Expanded Duties Order.
(C) REPORTS CONCERNING JOINT PLAN EFFORTS. On October 30,
2002, the ENA Examiner issued a report and recommendation regarding the Debtors'
requested extension of exclusivity. In this report, the ENA Examiner stated that
a joint chapter 11 plan, "if workable and equitable, is the preferable solution
to these cases." The ENA Examiner issued another report concerning the joint
plan efforts of the Debtors and the Creditors' Committee on February 10, 2003.
In this report, the ENA Examiner described (i) the status of the plan process
among the Debtors and the Creditors' Committee, (ii) the cooperation and
productive dialogue exchanged between the ENA Examiner and the Debtors,
including numerous meetings with the Debtors' CEO and other members of senior
management, (iii) the scheduling of future sessions with the Debtors' financial
advisor to review in detail the Blackstone Model and the underlying data it
contains, as well as its assumptions and probabilities, and (iv) the sharing of
factual and legal analysis by the Debtors and the Creditors' Committee
concerning the issue of substantive consolidation of the estates of ENE and ENA.
In his capacity as plan facilitator, the ENA Examiner stated that he "continues
to believe that a joint plan of reorganization with weighted distributions, if
workable, equitable and developed timely, is the preferred solution to these
cases." On May 5, 2003, the ENA Examiner issued a further report on the status
of the development of a chapter 11 plan. The ENA Examiner described the ongoing
plan process entailing numerous in-depth meetings over a three-month period,
including a comprehensive review of the Blackstone Model and analysis and
deconstruction of the Debtors' plan proposal. The ENA Examiner explained that
the Debtors and their financial advisor provided the ENA Examiner full access to
the Blackstone Model. The ENA Examiner also described meetings with
representatives of the Debtors and the Creditors' Committee to discuss the
compromise underlying the Plan, which meetings provided the ENA Examiner with
essential information critical to his role as plan facilitator. Based on the
knowledge and understanding gained through the numerous discussions and meetings
regarding the Plan proposal, the ENA Examiner stated that he was in the process
of preparing a counter-proposal to the Plan negotiation among the Debtors and
the Creditors' Committee. The ENA Examiner also stated that he "continues to
- ----------
31 The ENA Examiner Interim Report can be found under "Related Documents" at
http://www.enron.com/corp/por. To the extent filed prior to January 30,
2004, any final report filed by the ENA Examiner will be made available on
the same website.
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believe that a joint plan of reorganization with weighted distributions, if
workable, equitable and developed timely, is the preferred solution to these
cases."
On October 21, 2003, the ENA Examiner issued his latest report
on the status of the development of a joint chapter 11 plan. In this report, the
ENA Examiner reported on the Debtors' filing of a chapter 11 plan with the
Bankruptcy Court following "intensive negotiations" among the Debtors, the
Creditors' Committee and the ENA Examiner and the subsequent filing of the
amended chapter 11 plan on September 18, 2003. With respect to recent
developments concerning the chapter 11 plan, the ENA Examiner stated that the
Debtors and the Creditors' Committee had "conveyed to the Examiner an
interpretation of the compromise reflected in the Plan and Disclosure Statement
that may be inconsistent with the Examiner's previously expressed view as to the
compromises' fairness and equitability to ENA creditors as a whole." He further
explained in the report that he had requested additional information from the
Debtors to enable him to fully understand the compromise embodied in the chapter
11 plan.
(D) STATUS OF THE PLAN FACILITATION. On November 7, 2003,
the ENA Examiner filed an objection to the Disclosure Statement. Specifically,
the ENA Examiner alleges that the Disclosure Statement does not contain
"adequate information" concerning (a) the compromise set forth in the Plan; (b)
the Litigation Trust assets; and (c) the allocation of settlements between the
Litigation Trusts and the Reorganized Debtors. In his objection, the ENA
Examiner also requests (i) an adjournment of the Disclosure Statement hearing;
(ii) the production of certain information related to Guaranty Claims and
litigation trust assets; and (iii) additional time to prepare and file a report
on "the impact of the Debtors' Joint Plan on ENA creditors and on whether a
separate Plan should be prepared for ENA."
(E) PROGRESS REPORT CONCERNING CERTAIN ENTITIES INVOLVED
IN TRANSACTIONS PERTAINING TO SPES. On October 25, 2003, the ENA Examiner filed
a progress report concerning his investigation of certain entities involved in
transactions pertaining to SPEs. The progress report summarizes the status of
the ENA Examiner's investigation of each of the five entities set forth in the
Bankruptcy Court's June 2, 2003 order: BoA, KPMG, PwC US, RBC, and UBS. The ENA
Examiner's Progress Report is available under "Related Documents" at
http://www.enron.com/corp/por.
b. ENE EXAMINER
(i) APPOINTMENT. Between January and March 2002,
approximately 12 creditors filed motions (and joinders) for appointment of a
trustee, appointment of either a trustee or examiner, or appointment of an
examiner for ENE. Refer to Section IV.D.1.d., "Requests for Additional
Committees" for further information. Ultimately, the Debtors agreed to the
appointment of the ENE Examiner, and, as a result of many negotiating sessions
with divergent creditor groups and the SEC, the parties agreed upon the terms of
an order for the appointment of the ENE Examiner, which included delineation of
the examiner's duties. All pending motions for appointment of a trustee were
withdrawn.
On May 22, 2002, the U.S. Trustee appointed Neal Batson as the
ENE Examiner. The Bankruptcy Court, by order dated May 24, 2002, approved the
U.S. Trustee's appointment of the ENE Examiner. The ENE Examiner selected Alston
& Bird LLP (a law firm in which he
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is a non-equity partner) as attorneys to the ENE Examiner. The Examiner also
selected Plante & Moran, LLP as the primary accounting firm to assist in this
examination, supported by George Bentson and Al Hartgraves, professors of
accounting at the Goizueta Business School at Emory University. The retention of
the ENE Examiner's Professionals has been approved by the Bankruptcy Court.
(ii) SCOPE. In April 2002, the Bankruptcy Court
entered the April 8th Order directing the appointment of an examiner to:
inquire into, inter alia, all transactions (as well as all
entities as defined in the Bankruptcy Code and prepetition
professionals involved therein): (i) involving special purpose
vehicles or entities created or structured by the Debtors or
at the behest of the Debtors (the "SPEs") that are (ii) not
reflected on the Enron Corp. balance sheets, or that (iii)
involve hedging using the Enron Corp. stock or (iv) as to
which the Enron Examiner has the reasonable belief are
reflected, reported or omitted in the relevant entity's
financial statements not in accordance with generally accepted
accounting principles, or that (v) involve potential avoidance
actions against any prepetition insider or professional of the
Debtors.
The April 8th Order further provides that the ENE Examiner shall:
if appropriate, include in a report (taking into account the
absolute priority rule, the financial condition of the
Debtors' estates and the need not to waste value available to
creditors) whether or not there is a legal mechanism for
holders (except entities affiliated with Debtors) of any
equity interest in the Debtors to share in the Debtors'
estate.
(iii) ENE EXAMINER'S FIRST REPORT. On September
21, 2002, the ENE Examiner filed his First Interim Report, which focused on six
SPE transactions. The ENE Examiner concluded that those transactions were, in
varying degrees, capable of being recharacterized under a "true sale" challenge.
The ENE Examiner's First Interim Report identifies the factual and legal
conclusions of the ENE Examiner based upon his investigation of the transactions
discussed therein. Refer to "Related Documents" at
http://www.enron.com/corp/por/ for a copy of the ENE Examiner's First Interim
Report.
(iv) ENE EXAMINER'S SECOND REPORT. On March 5,
2003, the ENE Examiner filed his Second Interim Report. This report focuses on
substantially all of the Enron Companies' material SPEs identified as of the
date of the report. The ENE Examiner's Second Interim Report identifies the
factual and legal conclusions of the ENE Examiner based upon his investigation
of the transactions discussed therein. Significant detail describing the
related-party transactions is provided in Appendix L to the ENE Examiner's
Second Interim Report. In addition, the Second Interim Report:
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- Provides the ENE Examiner's preliminary views of the
role of the SPEs in the decline of the Enron
Companies;
- Sets forth the ENE Examiner's conclusions regarding
the susceptibility of the SPEs to "true sale" or
substantive consolidation challenges; and
- Identifies the transactions that the ENE Examiner
perceives as potential avoidable transfers.
Refer to "Related Documents" at http://www.enron.com/corp/por/
for a copy of the ENE Examiner's Second Interim Report.
(v) ENE EXAMINER'S THIRD REPORT. On July 28,
2003, the ENE Examiner filed his Third Interim Report, the primary focus of
which was certain persons and entities that may have responsibility under
applicable legal standards for alleged misuse of the Debtors' SPEs. The ENE
Examiner's Third Interim Report identifies the factual and legal conclusions of
the ENE Examiner based upon his investigation of the matters set forth therein.
Specifically, the report concludes that:
There is evidence to support a claim that (i) certain senior
officers of ENE breached their fiduciary duties under applicable law by causing
the Debtors to enter into SPE transactions that were designed to manipulate the
Debtors' financial statement and that resulted in the dissemination of financial
information known by these officers to be materially misleading, and (ii) these
wrongful acts caused direct and foreseeable harm to ENE, and resulting harm to
third parties that dealt with ENE;
There is evidence to support a claim that (i) certain
financial institutions that were involved in ENE's SPE transactions had actual
knowledge of the wrongful conduct of these officers, (ii) these financial
institutions gave substantial assistance to the officers by participating in the
structuring and closing of the SPE transactions, and (iii) injury to the Debtors
was the direct or reasonably foreseeable result of such conduct; and
There is evidence of inequitable conduct by certain financial
institutions in connection with the SPE transactions, such that a court could
find that the claims of such financial institutions, totaling in excess of $5
billion, may be equitably subordinated to the claims of other creditors. Refer
to Section IV.C.1.b(i)., "Enron Corp., et al. v. Whitewing Associates, L.P., et
al. (Adv. No. 03-02116, U.S. Bankruptcy Court, Southern District of New York,
Manhattan Division)" for additional information regarding pending litigation
relating to, among other things, certain issues raised by the ENE Examiner.
Additionally, the report addresses the investigation of
certain specific avoidance actions and concludes that certain transfers could be
recovered by the Debtors' estates.
Refer to "Related Documents" at http://www.enron.com/corp/por/
for a copy of the ENE Examiner's Third Interim Report.
(vi) ENE EXAMINER'S FINAL REPORT. On November 4,
2003, the ENE Examiner submitted to the Bankruptcy Court his final report
reflecting the completion of his
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examination. Pursuant to the terms of the Bankruptcy Court's Fourth Order
Amending and Supplementing the Order of April 8, 2002 Pursuant to 11 U.S.C.
Sections 1104(c) and 1106(b) Directing Appointment of Enron Corp. Examiner,
dated September 9, 2003, the report has not been made publicly available. When
the ENE Examiner's final report becomes public, it will be available in the
"Related Documents" section at http://www.enron.com/corp/por.
(vii) ENE EXAMINER'S TESTIMONY BEFORE THE SENATE
COMMITTEE ON FINANCE. Refer to Section IV.C.2.d(i)(C), "The Senate Committee on
Finance and The Congressional Joint Committee on Taxation" for further
information.
(viii) EXPANSION OF DUTIES TO INCLUDE NEPCO. By
order dated October 7, 2002, the Bankruptcy Court expanded the scope of the ENE
Examiner's role to address issues raised by several NEPCO customers and
creditors of customers who had asserted, among other things, that the NEPCO
Debtors had been injured by Cash Sweeps into ENE's cash management system and
that a constructive trust for the benefit of certain NEPCO creditors should be
imposed on cash swept by ENE. The Bankruptcy Court directed the ENE Examiner to
investigate ENE's acquisition and use of NEPCO's cash through the cash
management system. Specifically, the ENE Examiner investigated the following
issues: (a) the amounts and timing of sweeps of cash generated by NEPCO into the
cash management system; (b) the sources of the NEPCO cash swept in the cash
management system; (c) the disposition of the swept cash by ENE, including the
location of deposits and the details of its use, if any; (d) whether the swept
NEPCO cash can be traced; (e) whether any fraud, dishonesty, incompetence,
misconduct, mismanagement or irregularity by NEPCO or ENE occurred in connection
with the Cash Sweeps; and (f) whether the factual and legal predicates for the
imposition of a constructive trust for the amount of the cash swept by ENE may
be asserted by NEPCO.
The ENE Examiner has not analyzed certain issues regarding the
postpetition conduct of NEPCO, the former management of NEPCO or others, and is
awaiting direction from the Bankruptcy Court regarding any further
investigation.
(ix) ENE EXAMINER'S REPORT RELATING TO NEPCO. The
ENE Examiner issued an initial report relating to NEPCO on April 7, 2003. The
ENE Examiner's report relating to NEPCO identifies the factual and legal
conclusions of the ENE Examiner based upon his investigation of the matters set
forth therein. In summary, the report notes that with respect to the above
issues: (a) the Cash Sweeps occurred as a daily process of the cash management
system and were not the result of an "eve of bankruptcy" transfer; (b) the cash
was received by NEPCO as a result of collections from (primarily domestic)
construction customers; (c) the cash was used by ENE for general corporate
purposes; (d) the cash could theoretically but not practically be traced; (e)
the ENE Examiner found no evidence of fraud, negligence, or other malfeasance
with regard to NEPCO's participation in the cash management system; and (f) the
requisite elements for the imposition of a constructive trust by NEPCO over the
funds swept to ENE under the cash management system do not appear to be present.
The ENE Examiner concluded that NEPCO would be unable to
establish the elements required to impose a constructive trust and that the
time, expense, and uncertainty involved in tracing accounts and other assets not
included in the cash management system were unwarranted. Consequently, the ENE
Examiner recommended that it not conduct any further tracing.
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5. AUTOMATIC STAY
Under section 362 of the Bankruptcy Code, substantially all
pending litigation and other attempts to collect on outstanding Claims against
the Debtors as of such Debtor's respective Petition Date are stayed while the
Debtors continue business operations as Debtors in Possession. As to all pending
lawsuits to which the automatic stay is applicable, the Debtors have taken the
position that they will not, except in extraordinary cases, allow the litigation
to proceed where there is a possibility that judgment could be entered against
one or more Debtors. Accordingly, all such litigation remains stayed as of the
date hereof, except in those limited situations where the Debtors have either
voluntarily agreed to a modification of the automatic stay or the Bankruptcy
Court has so ordered. Refer to Section IV.C., "Litigation and Government
Investigations" for further information.
Four general categories of motions to lift the automatic stay
have been filed in the Debtors' Chapter 11 Cases:
a. CONTRACT LIFT STAY MOTIONS. Contract Lift
Stay Motions have been filed by counterparties seeking to terminate certain
contracts. With respect to the Contract Lift Stay Motions, except in those
situations where the Debtors have determined it to be in their estates' best
interests to allow the subject contracts to be terminated, the Debtors have
opposed each and every such motion, and the Bankruptcy Court has refused to
grant relief to allow the termination.
b. LITIGATION LIFT STAY MOTIONS. Certain
parties have filed Litigation Lift Stay Motions seeking to continue prosecution
of prepetition litigation against the Debtors. With respect to the Litigation
Lift Stay Motions, except in those limited circumstances in which the Debtors
agreed to such relief because allowing such prepetition litigation would have no
impact on Debtors' chapter 11 estates, the Debtors have opposed all such
motions. The Bankruptcy Court has generally refused to permit the prepetition
litigation to proceed, except in certain limited circumstances. Refer to Section
IV.C., "Litigation and Government Investigations" for further information.
c. SETOFF LIFT STAY MOTIONS. Setoff Lift Stay
Motions have been filed by parties seeking to effect setoffs of debts owed as
between the Debtors and third parties. With respect to the Setoff Lift Stay
Motions, where the Debtors have sufficient information to evaluate the relief
requested, the Debtors have agreed to a modification of the automatic stay in
those instances where so doing was, in the Debtors' reasonable business
judgment, beneficial to their chapter 11 estates. Otherwise, Debtors have
opposed all such motions, and the Bankruptcy Court has generally refused to
allow such setoffs to occur.
d. LIFT STAY TO COMPEL ARBITRATION MOTIONS.
Refer to Section IV.C., "Litigation and Government Investigations" for further
information.
6. EXCLUSIVITY
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Section 1121(b) of the Bankruptcy Code provides for an
Exclusive Filing Period of 120 days after the commencement of a chapter 11 case,
during which a debtor has the exclusive right to file a plan of reorganization.
In addition, section 1121(c)(3) of the Bankruptcy Code provides that if the
debtor files a plan within the Exclusive Filing Period, it has an Exclusive Plan
Solicitation Period of 180 days after commencement of the chapter 11 case to
obtain acceptances of such plan. Pursuant to section 1121(d) of the Bankruptcy
Code, the Bankruptcy Court may, upon a showing of cause, extend or increase the
Exclusive Periods.
Prior to the expiration of the initial Exclusive Periods, the
Debtors sought an extension of such periods, citing a multitude of factors,
including: (i) the size and complexity of the Debtors' Chapter 11 Cases; (ii)
the substantial efforts required to stabilize and rehabilitate the Debtors'
businesses, including the sale of Debtors' trading business; and (iii) the need
to conduct a thorough analysis of the Debtors' complex business and financing
transactions in order to form an accurate picture of Debtors' assets and
liabilities.
By order dated April 24, 2002, the Bankruptcy Court entered an
order extending the Exclusive Periods through August 31, 2002 for the Exclusive
Filing Period and October 30, 2002 for the Exclusive Plan Solicitation Period
for ENA only, and October 1, 2002 for the Exclusive Filing Period and November
29, 2002 for the Exclusive Plan Solicitation Period for all other Debtors.
Subsequently, both ENA and the other Debtors found it necessary to seek
additional extensions of their Exclusive Periods. The Bankruptcy Court granted
such extensions, as summarized in the table below.
Other Debtors'
ENA Exclusive Other Debtors' Exclusive Plan
ENA Exclusive Plan Solicitation Exclusive Filing Solicitation
Date of Court Filing Period Period Extended Period Extended Period Extended
Order Extended To To To TO
April 24, 2002 August 31, 2002 October 30, 2002 October 1, 2002 November 29, 2002
September 25, 2002 November 30, 2002 January 31, 2003 n/a n/a
October 31, 2002 January 31, 2003 March 31, 2003 January 31, 2003 March 31, 2003
February 20, 2003 April 30, 2003 June 30, 2003 April 30, 2003 June 30, 2003
May 13, 2003 June 30, 2003 November 29, 2003 June 30, 2003 November 29, 2003
June 30, 2003 July 11, 2003 n/a July 11, 2003 n/a
On July 11, 2003, the Debtors filed their Plan and
accompanying Disclosure Statement, thereby preserving their Exclusive Plan
Solicitation Period, which will expire on November 29, 2003, unless further
extended by the Bankruptcy Court. On November 7, 2003, the Debtors filed a
motion seeking an extension of their Exclusive Plan Solicitation Period through
April 30, 2004. That same day, the Bankruptcy Court entered a scheduling order
setting a hearing on the motion for December 4, 2003 and extending the Debtors'
Exclusive Plan Solicitation through the hearing date.
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7. EXECUTORY CONTRACTS AND UNEXPIRED LEASES
Section 365 of the Bankruptcy Code grants the Debtors the
power, subject to the approval of the Bankruptcy Court, to assume or reject
executory contracts and unexpired leases. If an executory contract or unexpired
lease is rejected, the counterparty to the agreement may file a claim for
damages incurred by reason of the rejection. In the case of rejection of leases
of real property, such damage claims are subject to certain limitations imposed
by the Bankruptcy Code.
On January 9, 2002, the Bankruptcy Court approved an order
providing for certain procedures governing the rejection of executory contracts
and unexpired leases on limited notice. This procedure alleviated additional
expense to the Debtors' estates and the attendant delay that would have resulted
if the Debtors had been required to proceed by separate motion and hearing for
every executory contract and unexpired lease they determined to reject. The
procedures were amended by a Bankruptcy Court order dated April 11, 2002, to
address certain issues relating to the rejection of certain contracts for the
physical delivery of power and gas to end users. Under the rejection procedures,
the Debtors have rejected in excess of 55,000 unnecessary and economically
burdensome contracts.
In addition, to date, outside of the context of contracts
assigned in conjunction with a sale or settlement, the Debtors have assumed only
two executory contracts. By order dated February 13, 2003, ENE assumed a
Framework Management Agreement with Equity Trust, which serves as in-country
managing director to manage ENE's direct and indirect Dutch corporations and
limited partnerships. Refer to Section IV.B., "Settlements and Asset
Liquidations" for further information. By order dated October 24, 2003, ECB
assumed a Transition Services Agreement regarding the use of employees currently
employed by a wholly owned subsidiary of Prisma. Refer to Section X.A.1.,
"General", Section X.A.3.b., "Formation of Prisma and Contribution of Prisma
Assets" and Section X.E.1., "Prisma Assets to be Contributed" for more
information regarding Prisma. In accordance with the provisions of the Plan, the
Assumption Schedule will be filed with the Bankruptcy Court not later than five
days before the Ballot Deadline.
8. EMPLOYEE MATTERS
a. COMPENSATION AND BENEFITS PROGRAMS. Except as
otherwise provided in the Plan, on the Effective Date, the Debtors or
Reorganized Debtors will assume all of their tax-qualified defined benefit
pension plans, tax-qualified defined contribution retirement plans, health and
welfare benefit plans (medical and health, life insurance, death, dental, vision
care, short and long-term disability, retiree medical and dental and
supplemental unemployment), performance-based incentive plans, retention plans,
workers' compensation programs, and directors and officers indemnifications
included in the bylaws and/or certificates of incorporation and insurance plans
for the duration of the period for which the Debtors have obligated themselves
to provide such benefits. Notwithstanding the foregoing, the Debtors or
Reorganized Debtors may seek to amend, modify, or terminate any of the
foregoing. The obligations, if any, of each Debtor in respect of the foregoing,
as modified, will, on the Effective Date, be assumed by and become obligations
of the Reorganized Debtors.
b. EMPLOYEE RETENTION PLANS
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(i) PREPETITION RETENTION ARRANGEMENTS. In
November 2001, Employee Prepetition Stay Bonus Payments totaling approximately
$105 million were made to approximately 585 of the Debtors' employees. Receipt
of these payments was predicated on the recipient employees remaining employed
for a 90-day period ending on February 28, 2002. In addition, recipients were
required to sign an agreement to repay 125% of the retention payment in the
event they voluntarily terminated their employment prior to February 28, 2002.
During 2002, ENE filed motions with the Bankruptcy Court
seeking to provide additional retention incentives to certain recipients of the
Employee Prepetition Stay Bonus Payments through a waiver of potential
preference and/or fraudulent conveyance avoidance actions related to the
Employee Prepetition Stay Bonus Payments. In exchange, the covered employees
would be required to release certain claims against the Debtors. On September
26, 2002, the Bankruptcy Court granted the motion with respect to current
employees, and employees who had been reduced in force, who did not hold officer
level positions at the time of bankruptcy, and authorized the ENE Examiner to
make a recommendation as to whether there was any reason not to provide similar
releases to current and former employees who qualified as "insiders" for
purposes of avoidance actions under the Bankruptcy Code. The Bankruptcy Court
deferred ruling on the motion as it related to "insiders" pending receipt of the
ENE Examiner's recommendation. On September 24, 2003, the ENE Examiner made his
recommendation as to the seventy-one (71) individuals who qualified as
"insiders" for this purpose. The ENE Examiner based his recommendation upon
whether or not any such individual was: (a) sued in actions seeking recovery for
ENE's financial collapse; (b) received a prepetition distribution of deferred
compensation that may be the subject of the Deferred Compensation Litigation; or
(c) involved in any criticized SPE transaction. The ENE Examiner recommended
that ENE not provide a release for any individual who possessed any one of the
foregoing attributes. Of the seventy-one (71) individuals listed in the ENE
Examiner's recommendation, thirty-two (32) had none of the foregoing attributes
and thus, the ENE Examiner recommended that thirty-nine (39) of the individuals
not be provided with releases from avoidance in connection with the Employee
Prepetition Stay Bonus Payments. As provided in the Bankruptcy Court's September
26, 2002 order, ENE retains the right to refile its request with respect to the
seventy-one (71) individuals listed in the ENE Examiner's recommendation, but
has not yet determined whether it will do so.
(ii) KEY EMPLOYEE RETENTION PLAN I. On May 8,
2002, the Bankruptcy Court approved KERP I, which was made effective
retroactively to March 1, 2002. KERP I provided eligible employees with certain
retention and/or severance benefits. KERP I also provided for a "liquidation
incentive pool," pursuant to which selected employees were eligible to receive
bonus payments based upon the amount recovered in liquidating certain contracts
and non-core Debtor assets. Employees participating in LIP could not participate
in the severance component, nor simultaneously participate in the retention
component, of KERP I. All final payments to eligible participants under KERP I
were, and are, contingent upon the participants executing waivers and releases
of claims against the Debtors (except for certain claims, such as those related
to ERISA plan benefits, deferred compensation plan benefits, workers'
compensation benefits, and unemployment insurance benefits).
Under the retention component of KERP I, participants were
awarded bonuses, 25% of which was payable on the last business day preceding
each of May 31, 2002, August 31, 2002, November 31, 2002, and February 28, 2003.
The remaining 75% was payable upon the
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earlier of: (i) February 28, 2003 or (ii) the participant's death, disability,
or involuntary termination of employment not for "cause." If a participant
voluntarily resigned or was terminated for "cause" prior to receiving a final
payment, remaining payments were forfeited. Any amounts forfeited were made
available to be reallocated by the Debtors' Management Committee. The maximum
amount available for retention bonuses was $40 million and the maximum amount
available for severance payments was $7 million. The retention and severance
benefit components of KERP I expired on February 28, 2003.
Under the Liquidation Incentive Pool component of KERP I, a
LIP Participant may share in a pool funded by the cash generated from the
liquidation of certain of the Debtors' assets. The maximum amount payable under
the Liquidation Incentive Pool is $90 million. The Liquidation Incentive Pool is
calculated as follows:
ACCRUAL INCREMENTAL CASH CUMULATIVE CASH MAXIMUM INCREMENTAL MAXIMUM
% COLLECTED COLLECTED ACCRUAL CUMULATIVE ACCRUAL
0.50% $1 billion >$500 million to $1 $5.0 million $5.0 million
billion
0.50% $1 billion >$1 billion to $2 $5.0 million $10.0 million
billion
0.50% $1 billion >$2 billion to $3 $5.0 million $15.0 million
billion
1.00% $1 billion >$3 billion to $4 $10.0 million $25.0 million
billion
1.00% $1 billion >$4 billion to $5 $10.0 million $35.0 million
billion
1.00% $1 billion >$5 billion to $6 $10.0 million $45.0 million
billion
1.50% $1 billion >$6 billion to $7 $15.0 million $60.0 million
billion
1.50% $1 billion >$7 billion to $8 $15.0 million $75.0 million
billion
1.50% $1 billion >$8 billion to $9 $15.0 million $90.0 million
billion
The Liquidation Incentive Pool is distributed to LIP
Participants following established LIP Collection Milestone of $500 million
actually collected from the sales of covered assets. Each time a LIP Collection
Milestone is achieved, the Debtors' Management Committee allocates amounts for
distribution under the Liquidation Incentive Pool among such LIP Participants as
it determines, in its sole discretion, in the form of a liquidation bonus. LIP
Collection Milestones may be achieved until the earlier of (a) the date on which
all covered assets have been sold or liquidated, (b) the date the Debtors
determine not to sell the covered assets or (c) the consummation of a plan of
reorganization; provided, that if a LIP Participant has taken substantial steps
to conclude a sale of assets prior to the consummation of a plan of
reorganization, the Management Committee may consider the proceeds from such
sale in determining whether a LIP Collection Milestone has been achieved.
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Fifty percent of the liquidation bonus is paid as soon as
practicable after each LIP Collection Milestone is achieved. The remaining 50%
is deferred and distributed following the earlier of (i) the consummation of a
plan of reorganization, (ii) involuntary termination without cause, death, or
disability, and (iii) the following dates with regard to any liquidation bonuses
payable on each $3 billion of incremental cash collected: (a) a date that is 12
months following the accrual date for up to the first $3 billion of incremental
cash collected, (b) a date that is nine months following the accrual date for up
to the second $3 billion of incremental cash collected, and (c) a date that is
six months following the accrual date for up to the third $3 billion of
incremental cash collected. The Management Committee in its sole discretion
determines a LIP Participant's liquidation bonus.
LIP Participants who voluntarily resign, or who are terminated
for cause, prior to receipt of any deferred payments, forfeit the remaining
portion of any deferred liquidation bonus. Any amount forfeited may be
reallocated in such amounts, at such times and among such participants as
determined by management in its sole discretion. Any amounts reallocated to
other LIP Participants shall be deemed part of their liquidation bonus.
KERP I was amended, as approved by Bankruptcy Court order
dated October 31, 2002, to allow further ease of administration and to permit an
additional reallocation of funds available under KERP I.
KERP I had fewer than 1,000 participants in each quarter, with
a total of 1,004 participants over the course of the four quarters. Cash
payments under the retention component of KERP I equaled approximately $10.5
million, and deferred payments equaled approximately $27.7 million. Unallocated
funds at the close of KERP I were approximately $1.8 million. For the
Liquidation Incentive Pool, all information is through Milestone 7 (meaning cash
collected was greater than $3 billion, but less than $4 billion). Cash payments
for Milestone 1 through Milestone 7 equaled approximately $9.4 million. The
deferred balance for Milestone 1 through Milestone 7 equals approximately $8.8
million. Unallocated funds equal approximately $1.8 million. Pursuant to the
Bankruptcy Court's order regarding KERP II, the unused amounts under KERP I were
made available for payments under KERP II.
(iii) KEY EMPLOYEE RETENTION PLAN II. On February
6, 2003, the Bankruptcy Court granted the Debtors' motion to approve KERP II.
KERP II became effective on March 1, 2003. In most material respects, KERP II
mirrors the retention and severance components of KERP I, providing key
employees with certain retention and/or severance benefits. In general, all
full-time employees of the Debtors are eligible to receive either severance
benefits or retention payments under KERP II unless otherwise covered by another
plan providing similar benefits. However, an employee is not eligible for final
payment if the employee resigns or is terminated for cause. To receive a final
payment, employees must sign a general release similar to that for KERP I.
(a) RETENTION PAYMENTS. Certain of the
Debtors' employees whose skills or knowledge are critical to the Debtors are
eligible to receive retention payments. In KERP II, the Debtors are authorized
to make retention payments of up to $29 million, in addition to any funds
carried over from KERP I. KERP II expires on February 27, 2004. Participants who
are eligible for retention payments are provided with quarterly or annualized
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targets. At any quarter end or throughout the course of KERP II, the target
could be subject to change due to a participant's performance or the changing
needs of the Debtors' estates. Fifty percent of the earned quarterly retention
is paid as soon as practicable following the close of each plan quarter (May 30,
August 29, November 28, 2003, and February 27, 2004). The remaining 50% of the
earned retention in each quarter is non-vested, deferred, and will be paid to
the employee upon involuntary termination without cause or as soon as
practicable after February 27, 2004.
(b) SEVERANCE BENEFITS. Certain of the
Debtors' employees who are neither covered by another plan nor covered by the
liquidation incentive pool under KERP I, and who are involuntarily terminated
without cause at any time during the term of KERP II are eligible for severance
benefits under KERP II. Under the Plan, severance benefits will be a minimum of
$4,500 and a maximum calculated to be the greater of: (x) two weeks base pay for
every full or partial year of service, with a maximum of eight weeks pay; or (y)
two weeks base pay for every full or partial year of service, plus two weeks
base pay for every $10,000 increment, or part thereof, in base salary, with the
total sum calculated under this subclause (y) not to exceed $13,500. Severance
benefits for participants who also are eligible for retention payments are
subject to offset. To the extent such a participant's severance benefits would
exceed the total retention payments received, the participant receives the
difference to bring his total amount up to the severance benefits amount. If
total retention payments received by any such participant exceed amounts payable
as severance benefits, no severance benefits are payable.
(iv) FUTURE ARRANGEMENTS. Consistent with their
business needs and the goal of maximizing value for their creditors, the Debtors
continue to evaluate the need for ongoing retention incentives relative to the
preservation of value and continuation of the Debtors' estates, the liquidation
of non-core assets and the ultimate distribution of interests of PGE,
CrossCountry, and Prisma. Consistent with this intent, at Sections VIII.E.,
"Equity Compensation Plan", IX.H., "Equity Compensation Plan" and X.F., "Equity
Compensation Plan", provision is made for the anticipated creation of long-term
equity incentive plans for key employees and non-employee directors of PGE,
CrossCountry and Prisma, respectively. In addition, in order to retain and
motivate highly competent persons as key employees, the Debtors or Reorganized
Debtors (as may be applicable), anticipate adopting a retention incentive
compensation and severance pay plan providing for cash-based awards to such
individuals over the term of the plan and/or upon termination of employment
without cause. The total amount of awards to be provided under such plan is
expected to be determined following consultation with the Creditors' Committee.
If the Debtors determine that other incentives are warranted, approval of the
Bankruptcy Court and/or Creditors' Committee will be sought.
c. RETIREE BENEFITS. Except as noted below, on and after
the Effective Date, pursuant to section 1129(a)(13) of the Bankruptcy Code, the
Debtors will continue to pay all retiree benefits (within the meaning of section
1114 of the Bankruptcy Code), at the level established in accordance with
section 1114 of the Bankruptcy Code, at any time prior to the Confirmation Date,
for the duration of the period for which the Debtors have obligated themselves
to provide such benefits. Notwithstanding the foregoing, the Debtors may seek to
modify such retiree benefits in accordance with section 1114 of the Bankruptcy
Code. The
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obligations, if any, of each Debtor, as modified, will, on the Effective Date,
be assumed by and become obligations of the Debtors or the Reorganized Debtors.
The Debtors maintain the Enron Gas Pipelines Employee Benefits
Trust, which was maintained as a central repository for contributions made by
certain of the Debtors' federally regulated affiliates toward the cost of
retiree medical benefits. On July 22, 2003, the Debtors sought approval of the
Bankruptcy Court to terminate the Enron Gas Pipelines Employee Benefits Trust
and to distribute its assets among the contributing employers, who will
thereafter be responsible for such assets and the related retiree benefit
liabilities. If the Debtors' request for relief is granted, the Debtors estimate
that each of Florida Gas, Northern Plains and Transwestern will be required to
assume retiree benefit liabilities, estimated as of June 30, 2002, of
approximately $10.15 million, $1.89 million and $4.83 million, respectively.
Each of such companies is expected to be included as a CrossCountry Asset. If
the Debtors' request for relief is not granted, the trust will not be terminated
and the assets allocable to the participating employers will not be distributed
in the foregoing manner. An objection has been filed to the motion and it is
currently anticipated that a contested hearing will be held on the motion on
November 20, 2003.
The estimated present value of retiree benefit obligations for
pipeline retirees, calculated as of December 31, 2002 in accordance with the
Financial Accounting Standard 106, is approximately $75 million. As of December
31, 2002, the trust held approximately $31.6 million in assets, composed of
cash, cash equivalents and mutual fund investments. The liability for retiree
benefits exceeds the value of assets reserved for such purposes by $43.4
million. The estimated present value of retiree benefit obligations for all
participants in the Enron Corp. Medical Plan for Inactives is approximately $139
million, as of December 31, 2002. Other than the assets of the trust, all such
benefit obligations are unfunded.
d. PENSION BENEFITS/PENSION BENEFIT GUARANTY
CORPORATION. The Debtors and their affiliates are contributing sponsors to, or
are members of a contributing sponsor's controlled group of the Pension Plans.
The Pension Plans are tax-qualified defined benefit pension plans covered by and
subject to Title IV of the ERISA. PBGC administers the termination insurance
program under Title IV of ERISA.
PBGC has filed 31 proofs of claim in the Chapter 11 Cases. The
claims are duplicative in nature because liability under Title IV of ERISA may
be joint and several in nature and may apply to more than one of the Debtors and
their affiliates, including non-Debtors. Twenty-one (21) of the PBGC's claims
represent unliquidated claims for PBGC insurance premiums and claims for due but
unpaid minimum funding contributions under section 412(a) of the IRC. The
Debtors are current on their PBGC premiums and their contributions to the
Pension Plans. Therefore, the Debtors value these claims at $0. Additionally,
PBGC has filed 10 proofs of claim for unfunded benefit liabilities. As of June
30, 2003, the claims for unfunded benefit liabilities assert a liability of
$305.5 million. On October 20, 2003, PBGC filed five amended proofs of claim for
unfunded benefit liabilities under the Pension Plans asserting an aggregate
liability of $424.1 million (including approximately $352.3 million for the
Enron Plan, $13.3 million for the EFS Pension Plan, $600,000 for the Garden
State Pension Plan, $57.5 million for the Portland General Holdings Inc. Pension
Plan and $400,000 for the San Juan Gas Pension Plan). In addition, PBGC has
informally alleged that its claim for the unfunded benefit
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liabilities under the ENE Cash Balance Plan could increase by as much as 100%.
If the Pension Plans are terminated by the PBGC during the Chapter 11 Cases,
PBGC's claims may mature against the Debtors' estates. Except as otherwise
provided in the Plan, on the Effective Date, each of the Debtors, the
Reorganized Debtors or their non-debtor affiliates that sponsor one of the
Pension Plans may assume such Pension Plan for the duration of the period for
which the Debtors, the Reorganized Debtors or their non-debtor affiliates, as
applicable, have obligated themselves to provide such benefits. In addition, the
Debtors, the Reorganized Debtors and their non-debtor affiliates may seek to
amend, modify, or terminate any of the foregoing Pension Plans. Moreover, ENE
has previously announced its intent to seek authority from the Bankruptcy Court
to provide additional funding contributions to the ENE Cash Balance Plan and to
terminate the ENE Cash Balance Plan in a `standard termination' within the
meaning of ERISA section 1341. Such a termination would satisfy the obligations
of ENE and its affiliates under the ENE Cash Balance Plan, and the PBGC's claims
in respect of the ENE Cash Balance Plan would not mature.
e. OTHER SEVERANCE BENEFIT PAYMENTS; SEVERANCE
LITIGATION. Pursuant to the Debtors' motion for authorization to pay prepetition
employee compensation, benefits, reimbursable business expenses and related
administrative costs, dated December 3, 2001, as amended by order of the
Bankruptcy Court, dated January 15, 2002, the Debtors made payments of up to
$4,500 to approximately 4,200 of their employees who were severed in December
2001, and an additional hardship payment of $1,178 to each eligible former
employee. The Debtors' total payment to former employees pursuant to the
foregoing was approximately $24 million. Employees of certain of the Debtors
were not eligible for payments pursuant to the foregoing and received payments
totaling approximately $462,000.
On February 14, 2002, a group of the Debtors' former employees
filed a motion in the Bankruptcy Court seeking, among other things, severance
pay in accordance with the Debtors' prepetition severance pay plan (one week of
base pay for each full or partial year of employment plus one week of base pay
for each $10,000, or fraction thereof, of base pay, the total of which was
eligible for doubling in exchange for execution of a general release). The
Debtors and the Creditors' Committee objected to the motion. Following the
objection, the Debtors, the Creditors' Committee, the Employee Committee, and
representatives from the Rainbow/PUSH Coalition and the AFL-CIO successfully
negotiated additional severance payments and entered into the Severance
Settlement for certain former employees who were discharged in the period
between December 3, 2001 and February 28, 2002, as well as certain employees who
were discharged in 2001 but prior to the Initial Petition Date.
On August 28, 2002, the Bankruptcy Court approved the
Severance Settlement. Under the terms of the Severance Settlement, former
employees who "opted-in" to the Severance Settlement are eligible to receive
severance as calculated by the formula used in the prepetition severance pay
plan up to a maximum of $13,500 in additional severance (less payments included
in the $24 million previously distributed). In exchange for such payment, former
employees were required to waive any termination related employment claims
against the Debtors. The Severance Settlement also authorized the Employee
Committee to investigate and attempt to recover Employee Prepetition Stay Bonus
Payments made to certain former employees. The proceeds from such litigation
would be distributed to former employees who opted into the severance
settlement.
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Former employees who elected not to participate in the
Severance Settlement and "opted out" were permitted to pursue their claims for
employment termination payments separately in the Bankruptcy Court. The Debtors
and the Creditors' Committee moved to estimate the administrative expense
liabilities owed to such opt-out severance claimants. The estimation proceedings
required any opt-out claimants to submit an estimation response form to the
Debtors detailing the facts and circumstances regarding termination of
employment. Each opt-out claimant was then given the right to argue his or her
claim in the Bankruptcy Court. On October 4, 2002, the Bankruptcy Court issued
an "Estimation Order" regarding these opt-out claimants, which places the
claimants into one of five different categories based upon their circumstances,
and awarded administrative expenses in amounts ranging from 0% to 30% of the
face amount of their claims.
Opt-out claimants whose claims were not filed by the deadline
were not entitled to any additional administrative expenses other than the prior
payments. In addition, for several opt-out claimants, the amount of
administrative expense liabilities for termination was fixed and liquidated, but
the claims have not been allowed due to other objections to allowance raised by
the Debtors and the Creditors' Committee. The dates of commencement and
termination of employment of the opt-out claimants and their benefit to the
Debtors' estates may impact their likelihood of receiving a distribution on
their claims.
f. PAYMENT OF RETENTION BONUSES AND PROSECUTION OF
CERTAIN PREFERENCE ACTIONS. Pursuant to the Severance Settlement, the Debtors
have assigned to the Employee Committee the Severance Settlement Fund
Litigation. The net proceeds, if any, to be realized from the Severance
Settlement Fund Litigation will be distributed in accordance with the Severance
Settlement. Any payments received by any employee will be calculated for
purposes of determining recoveries on account of Allowed General Unsecured
Claims in accordance with Section 7.5 of the Plan.
The Severance Settlement Fund Litigation involves the payment
of Employee Prepetition Stay Bonus Payments in November 2001, totaling
approximately $105 million. The bonuses were paid to approximately 585
employees. As described more fully above, during 2002, the Debtors filed motions
with the Bankruptcy Court seeking to provide retention incentives to certain
employees through a waiver of preference and fraudulent conveyance claims
related to the Employee Prepetition Stay Bonus Payments. In exchange, such
individuals would be required to release certain claims against the Debtors. In
August 2002, the Bankruptcy Court granted the motion with respect to current
employees who did not hold officer level positions at the time of bankruptcy,
and has reserved ruling on the remainder of the relief requested. With respect
to recipients against whom any avoidance claims were assigned to the ERIC as
part of the Severance Settlement, the Employee Committee has issued demands and
commenced litigation seeking repayment, including, without limitation, those
claims and causes of action which are the subject of the litigation styled: (a)
Theresa A. Allen, et al. v. Official Employment-Related Issues Committee, Enron
Corp., Enron North America Corp.; Enron Net Works, L.L.C., Adversary Proceeding
No. 03-02084-AJG, which was dismissed by the Bankruptcy Court, (b) Official
Employment-Related Issues Committee of Enron Corp., et al. v. John D. Arnold, et
al., Adversary Proceeding No. 03-3522, currently pending in the United States
Bankruptcy Court for the Southern District of Texas, (c) Official
Employment-Related Issues Committee of Enron Corp., et al. v. James B. Fallon,
et al., Adversary Proceeding No. 03-3496,
214
currently pending in the United States Bankruptcy Court for the Southern
District of Texas, (d) Official Employment-Related Issues Committee of Enron
Corp., et al. v. Jeffrey McMahon, Adversary Proceeding No. 03-3598, currently
pending in the United States Bankruptcy Court for the Southern District of
Texas, and (e) Official Employment-Related Issues Committee of Enron Corp., et
al. v. John J. Lavorato, et al., Adversary No. 03-3721, currently pending in the
United States Bankruptcy Court for the Southern District of Texas, Houston
Division.
On May 16, 2003, the Employee Committee filed a motion seeking
an expansion of its authority to pursue the Deferred Compensation Litigation. On
September 23, 2003, the Bankruptcy Court granted the motion of ENE and Expat
Services seeking approval of settlements of avoidance actions related to such
accelerated distributions with current and former employees and an expansion of
the Employee Committee's authority to settle and/or litigate avoidance action
claims related to such accelerated distributions for recipients who did not
enter into settlement agreements with ENE by October 31, 2003. Pursuant to the
motion, ENE and Expat Services have offered settlements to current employees in
exchange for the repayment of 40% of the accelerated distributions. In addition,
the Debtors have offered settlement agreements to former employees whose
employment was terminated involuntarily, and without cause, following the
Initial Petition Date, in exchange for the repayment of between 45% and 85% of
the accelerated distributions, depending upon the date of termination of
employment. The Employee Committee will offer settlement agreements to former
employees who were not employed as of the Initial Petition Date, who voluntarily
terminated their employment with the Debtors, or whose employment was
involuntarily terminated for cause, in exchange for the repayment of 90% of the
accelerated distributions. In the event that any recipient of an accelerated
distribution fails to settle the claim or to fulfill the terms of the
settlement, the Employee Committee is authorized to litigate with such recipient
for the full amount of the accelerated distribution. To the extent funds are
recovered either through the settlement of claims or litigation, the funds will
be held by the Debtors until further order of the Bankruptcy Court, and shall
thereafter be distributed in accordance with the terms of the Plan or such
Bankruptcy Court order.
The estates continue to analyze whether and to what extent
avoidance action or other litigation should be brought against former employees
of the Debtors and their affiliates.
9. RETENTION OF PROFESSIONALS
On April 4, 2002, the Bankruptcy Court entered an order (as
modified on October 24, 2002 and May 29, 2003) authorizing the Debtors to enter
into an agreement to employ Stephen Forbes Cooper, LLC(32) as an independent
contractor to provide management services for the Debtors, effective as of
January 28, 2002. The October 24, 2002 order authorized the expanded employment
of Stephen Forbes Cooper, LLC, effective as of September 1, 2002. The expansion
of the employment of Stephen Forbes Cooper, LLC allowed the Debtors to utilize
up to fifteen additional Associate Directors of Restructuring, provided by
Stephen Forbes Cooper,
- ---------------------
(32) Stephen Forbes Cooper, LLC is an affiliate of Kroll Zolfo Cooper LLC, f/k/a
Zolfo Cooper, LLC. Kroll Zolfo Cooper LLC has been acquired by Kroll, Inc.
215
LLC on terms set out in the employment agreement. The May 29, 2003 order
authorized the expansion of the scope of retention of Stephen Forbes Cooper, LLC
to permit them to render services in connection with potential litigation
involving the Debtors and any current or former clients and entities that are
investors of the equity fund controlled by Stephen Cooper. However, (a) such
services must be performed at the request of a joint task force by the Debtors
and the Creditors' Committee to pursue litigation and/or settlement in respect
of such entities, (b) any proposed settlement must be provided to the
non-conflicted members of the Creditors' Committee before any settlement
agreements are signed and (c) the ENE Examiner and other parties in interest
must have standing to be heard on the settlement. The joint task force shall be
composed of representatives of the Creditors Committee, the Debtors and their
respective professionals. All compensation and reimbursement due to Stephen
Forbes Cooper, LLC is treated as an Allowed Administrative Expense Claim and is
paid in accordance with the employment agreement between the parties rather than
pursuant to the Bankruptcy Court order governing compensation and reimbursement
of Chapter 11 Professionals.
On January 30, 2002, the Bankruptcy Court entered a final
order retaining WGM as the Debtors' lead bankruptcy counsel effective as of the
Initial Petition Date. The Debtors have also retained, among others, the
following firms: (a) Togut, Segal & Segal, LLP as co-bankruptcy counsel; (b)
Skadden, Arps, Slate, Meagher & Flom LLP as special counsel; (c) Andrews &
Kurth, L.L.P. as special counsel; (d) LeBoeuf, Lamb, Greene & MacRae L.L.P. as
special counsel; (e) Cadwalader, Wickersham & Taft LLP as counsel; (f) Goodin,
MacBride, Squeri, Ritchie & Day, LLP as special counsel; (g) Fergus, a Law Firm,
and Gary S. Fergus as special regulatory counsel; (h) Susman Godfrey L.L.P. as
class action defense counsel; (i) Miller Thomson LLP as special counsel; (j)
Kelley Drye & Warren LLP as special regulatory counsel (later converted to
ordinary course professional status); (k) PwC US, effective as of August 31,
2002 as financial advisors; (l) FTI Consulting, Inc. as successor-in-interest to
the business recovery services practices of PwC US, effective as of December 21,
2002, as financial advisors; (m) Blackstone as financial advisors; (n)
Batchelder & Partners, Inc. (n/k/a Relational Advisors LLC) as financial
advisors; (o) Venable Baetjer & Howard as special counsel; and (p) Arnold &
Porter as special counsel. In addition, as of September 10, 2003, the Debtors
have retained approximately 224 ordinary course professionals.
The Debtors are also responsible for paying the fees of
certain other professionals who represent various of the Debtors' employees who
are witnesses in various governmental investigations. Several of the Bankruptcy
Court orders authorizing the retention of these professionals are currently on
appeal.
Finally, the Debtors retained Wilmer, Cutler & Pickering, as
special counsel to the Powers Committee, and to represent the Debtors in the
litigation styled Enron Power Marketing v. FERC, U.S. Supreme Court, Docket No.
00-809.
10. RECONSTITUTION OF THE BOARD OF DIRECTORS
As of the Initial Petition Date, the Board was comprised of
Robert A. Belfer, Norman P. Blake, Jr., Ronnie C. Chan, John H. Duncan, Wendy L.
Gramm, Robert K. Jaedicke, Kenneth L. Lay, Charles A. LeMaistre, John
Mendelsohn, Paulo V. Ferraz Pereira, William Powers, Jr., Frank Savage, Raymond
S. Troubh, John Wakeham, and Herbert S. Winokur, Jr.
216
Thereafter, effective February 4, 2002, Kenneth L. Lay resigned from the Board,
and on February 12, 2002, the Board (a) approved a reduction in the number of
Board members to nine, effective on March 14, 2002, and (b) approved the
resignation of six members--Messrs. Chan, Duncan, Jaedicke, LeMaistre, Ferraz
Pereira, and Wakeham, also effective March 14, 2002. On February 14, 2002, Mr.
Powers resigned from the Board. On March 14, 2002 the Board reaffirmed the
foregoing actions. On March 21, 2002, Mr. Blake was elected as interim chairman
of the Board.
In February 2002, the Board stated its objective to
reconstitute the Board in an orderly manner to a board composed of a majority of
new independent directors. In furtherance of this objective, in February 2002,
the Board established a protocol with the Creditors' Committee to provide for
the Creditors' Committee to review and interview candidates for Board membership
prior to election of any candidates by the Board. Subsequently, the Board
engaged in an extensive process to identify and consider highly qualified
candidates as prospective members of the Board representing a range of talents,
expertise and experience to benefit ENE. The Board's process included input from
a number of sources, including the Creditors' Committee.
On May 30, 2002, the Board elected two new independent
directors, John W. Ballantine and Corbin A. McNeill, Jr. On the same day, the
Board agreed to accept the resignations of Messrs. Savage and Mendelsohn. On
June 6, 2002, the Board announced additional steps in furthering the planned
transition of the membership of the Board to one composed of a majority of new,
independent directors and, preferably, composed entirely of new independent
directors. On such date, the Board recognized that the four remaining
long-standing directors--Messrs. Belfer, Blake, and Winokur, and Dr. Gramm--had
submitted their resignations as directors, to be effective at the close of
business on the same day. The Board also elected Mr. Troubh as interim Chairman
of the Board on such date and expressed support for the election of three
additional directors under consideration for election. The Board also acted to
modify the number of director seats comprising the Board to a variable number to
be determined by the maximum number of seats that would allow a quorum to be
filled by the attendance of all elected directors, so long as the total number
of director seats is nine or fewer total seats. On July 25, 2002, the Board
elected another new, independent director, Ron W. Haddock, resulting in a board
comprised of four directors. On such date, the Board also acted to define the
number of director seats comprising the Board to five seats.
11. CREATION OF INTERNAL COMMITTEES FOR REVIEW AND OVERSIGHT
a. CASH MANAGEMENT COMMITTEE. The Cash Management
Committee consists of (i) its chairperson, the Managing Director of Corporate
Services of ENE, (ii) a Managing Director and Deputy Treasurer of ENE, (iii) the
Managing Director of RAC, (iv) a representative of the ENE Accounting
Department, (v) a representative of the ENE Tax Department, (vi) a
representative of the ENE Legal Department, and (vii) a representative of Kroll
Zolfo Cooper. Representatives of the ENA Examiner, the ENA Accounting
Department, and Ernst & Young (financial advisors to the Creditors' Committee)
also attend all Cash Management Committee meetings.
217
All postpetition disbursements require Cash Management
Committee approval. Transactions not in the ordinary course of business and in
excess of $500,000 require the approval of the BTRC as well.
b. BANKRUPTCY TRANSACTION REVIEW COMMITTEE. The BTRC was
formed in January 2002 to provide a means for all non-ordinary course
transactions, e.g., divestitures, settlements, and investments, and certain
ordinary course transactions, including financings, of all Debtor and non-Debtor
companies to be reviewed by a cross-disciplinary group of ENE and Kroll Zolfo
Cooper employees, as well as the Debtors' legal and financial advisors. In
addition, these meetings are monitored by the Creditors' Committee's legal and
financial advisors and the ENA Examiner. All non-ordinary course transactions in
excess of $500,000 are required to be reviewed and approved by the BTRC prior to
any Debtor or non-Debtor entity entering into the transaction. Final internal
approval, however, is not granted by the BTRC, but via a RAC Deal Approval Sheet
executed by certain officers of the entity seeking authority to enter into the
transaction, as well as, in some instances, senior management and the Board, as
required by the ENE Risk Management Policy approved by the Board.
Since its formation, the scope of the BTRC has expanded as a
result of certain orders of the Bankruptcy Court. The BTRC is presently required
to approve all settlement transactions completed under the Wholesale Protocol
and all assets sales executed pursuant to the De Minimis Asset Sale Order. Refer
to Section IV.B., "Settlements and Asset Liquidations" for further information.
b. SETTLEMENTS AND ASSET LIQUIDATIONS
1. RESOLUTION OF THE WHOLESALE TRADING BOOK
After the commencement of these chapter 11 cases, the
Wholesale Services Debtors and certain of their non-Debtor Wholesale Services
affiliates had a significant number of non-terminated and terminated positions
arising out of physical and financial contracts relating to numerous
commodities, including, but not limited to, power, natural gas, interest rates
and currencies, crude oil, liquid fuels, coal, pulp and paper, freight, steel,
metals, lumber, and weather. The Wholesale Services Debtors and their non-Debtor
affiliates evaluated these contracts and have undertaken efforts to perform,
sell, or settle these positions.
The table below describes cash collections of the Wholesale
Services Debtors and their affiliates between the Initial Petition Date and
October 31, 2003, and adversary proceeding litigation in Bankruptcy Court of the
Wholesale Services Debtors and their affiliates.
$ in millions
WHOLESALE TRADING BOOK CASH COLLECTIONS FROM INITIAL PETITION DATE TO 10/31/03
218
Amount Number of
Collected Counterparty Groups
--------- -------------------
Terminated Contracts $ 1,317 201
Non-Terminated Contracts
Performed (net of cost of sales) $ 1,091 1,390(1)
Settled/Sold $ 593 172
Total Cash Collected to Date $ 3,001 1,763
ADVERSARY LITIGATION PROCEEDINGS FILED IN BANKRUPTCY COURT
Total number of Proceedings with Trading Book Counterparties 62
Gross Value Sought in Complaint/Mediation $ 2,195(2)
Includes: Gas, Power, EGM, EIM, Europe, Canada
Excludes: EBS
(1) Count reflects counterparties billed for services at least once
postpetition and reflects historical AR collections from performance
prior to bankruptcy.
(2) Recoveries under these proceedings cannot be assured.
a. SAFE-HARBOR AGREEMENTS. Prior to the commencement of
the Chapter 11 Cases, certain of the Wholesale Services Debtors entered into
thousands of Safe-Harbor Agreements. Several safe-harbor provisions of the
Bankruptcy Code (sections 555, 556, 559, or 560), to the extent applicable,
render enforceable contractual rights to liquidate or terminate Safe-Harbor
Agreements based on the bankruptcy or financial condition of the Wholesale
Services Debtors. Other safe-harbor provisions exempt specified setoffs under or
in connection with Safe-Harbor Agreements from the automatic stay provided under
section 362(a) of the Bankruptcy Code. Absent these safe-harbor provisions, the
counterparties would be barred under the Bankruptcy Code from terminating these
contracts due to the bankruptcy or financial condition of the Wholesale Services
Debtors, and would be stayed from exercising their rights of setoff and their
rights to realize on collateral.
The Wholesale Services Debtors' commencement of the Chapter 11
Cases constituted an early termination event under some of the Safe-Harbor
Agreements, giving rise to the right of the counterparties to terminate such
agreements (or in some instances, to an automatic termination of such
agreements) and to determine the amount of termination payments payable by or to
certain of the Wholesale Services Debtors. Immediately prior to and since the
commencement of these cases, many Safe-Harbor Agreements have been terminated.
In certain instances, where a counterparty has not terminated an agreement, and
has itself defaulted under the agreement, a Wholesale Services Debtor has
noticed an early termination.
The Wholesale Services Debtors also had a number of physical
and financial Safe-Harbor Agreements that were not terminated and were
"in-the-money" to the Wholesale Services Debtors, and therefore required
performance by the Wholesale Services Debtors to realize the "in-the-money"
value. In certain instances, the Wholesale Services Debtors continued to perform
through the relevant contract term, negotiated a settlement, or sold the
contract to a third party. The Wholesale Services Debtors have now successfully
exited substantially all of their performing, non-terminated, "in-the-money"
physical and financial Safe-Harbor Agreements.
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b. DESCRIPTION OF WHOLESALE PROTOCOL. Under the
authority granted by Bankruptcy Rule 9019, the Wholesale Services Debtors and
the Creditors' Committee negotiated, and on May 30, 2002, the Bankruptcy Court
approved, the Wholesale Protocol. The purpose of the Wholesale Protocol is to
expedite the approval process for settlements related to terminated Safe-Harbor
Agreements.
The Wholesale Protocol creates two categories of settlements
for terminated Safe-Harbor Agreements. The first category consists of
Safe-Harbor Agreements involving values that exceed certain defined thresholds,
settlements with affiliates of the Wholesale Services Debtors, and settlements
involving more than one party on either side of the settlement. For settlements
in this category, the Wholesale Services Debtors are not permitted to execute a
settlement agreement with the counterparty without 10 business days' prior
notice to the Creditors' Committee. In addition, the Wholesale Protocol
prescribes certain information concerning the proposed settlement that must be
included in the Wholesale Services Debtors' notice. Where the Creditors'
Committee approves a proposed settlement in this category, the Wholesale
Services Debtors may file with the Bankruptcy Court a motion for approval of the
settlement.
The second category consists of settlements of terminated
Safe-Harbor Agreements that do not fall within the first category. The Wholesale
Protocol requires the Wholesale Services Debtors to provide weekly notice of
these settlements to the Creditors' Committee. The Creditors' Committee has 5
business days to object to the settlement or to request more detailed
information on it. Where the Creditors' Committee does not object to a proposed
settlement in this second category, or does not request more detailed
information on it, during the 5 business-day period, the Wholesale Services
Debtors may then file a notice of the settlement with the Bankruptcy Court.
Unless an objection is filed and served within 5 business days after the notice
is filed and notice of such objection is served upon the appropriate parties,
the Wholesale Services Debtors are authorized to consummate the proposed
settlement, and the parties receiving notice of the proposed settlement shall be
deemed to have consented to it.
Under the Wholesale Protocol, if the Creditors' Committee
objects to a settlement in either category, or fails to approve a settlement in
the first category, the Wholesale Services Debtors may not seek Bankruptcy Court
approval of the proposed settlement under the procedures provided in the
Wholesale Protocol, but instead may seek such approval of the proposed
settlement upon notice and a hearing in accordance with Bankruptcy Rule 9019 and
the Case Management Order. Settlements entered into only by non-Debtor Wholesale
Services affiliates are submitted for Creditors' Committee review as if they
were in the second category, but such settlements are not submitted to the
Bankruptcy Court.
On July 15, 2003, the Bankruptcy Court approved an order
amending the Wholesale Protocol. The amendments, among other things, (1) permit
rejected and expired Safe-Harbor Agreements to be settled under the Wholesale
Protocol, (2) change the value thresholds for the first category of settlements,
and (3) modify the Bankruptcy Court approval process for settlements that
involve more than one party on either side of the settlement, but that do not
meet the amended value thresholds for the first category of settlements.
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c. IMPLEMENTATION OF WHOLESALE PROTOCOL. Through the use
of the Wholesale Protocol, the Wholesale Services Debtors have filed, and
obtained the approval of the Bankruptcy Court to enter into, numerous settlement
agreements with terminated Safe-Harbor Agreement counterparties. Through October
31, 2003, through the use of the Wholesale Protocol, or otherwise with the
approval of the Bankruptcy Court as to the Wholesale Services Debtors only, the
Wholesale Services Debtors and the non-Debtor Wholesale Services affiliates have
entered into 201 settlements of Safe-Harbor Agreement counterparties, resulting
in recoveries in the aggregate amount of approximately $1.317 billion for the
Wholesale Services Debtors and their non-Debtor Wholesale Services Affiliates.
Refer to Table, "Wholesale Trading Book Cash Collections from Initial Petition
Date to 10/31/03" in Section IV.B.1., "Resolution of the Wholesale Trading Book"
for further information.
Since the Wholesale Services Debtors and their non-Debtor
Wholesale Services affiliates have other terminated Safe-Harbor Agreements with
multiple other counterparties under which there is embedded value owing to the
Wholesale Services Debtors and their non-Debtor Wholesale Service affiliates and
which have not yet settled, the Wholesale Services Debtors and their non-Debtor
Wholesale Services affiliates continue their settlement efforts utilizing the
Wholesale Protocol or other Bankruptcy Court-approved processes as appropriate.
Refer to Section IV.B.1., "Estate Management And Liquidation" for further
information.
d. REALIZED VALUE FROM DEBTORS' PERFORMANCE OF
NON-TERMINATED WHOLESALE CONTRACTS, DISPOSITION OF INVENTORIES, AND COLLECTION
OF ACCOUNTS RECEIVABLE. Since the Initial Petition Date, the Wholesale Services
Debtors and their non-Debtor Wholesale Services affiliates have realized (net of
their costs) approximately $1.091 billion from (i) their postpetition or other
performance under commodity sale contracts that have remained "live" (e.g., not
terminated or expired) after the Initial Petition Date, (ii) the sale of
commodity inventories, and (iii) the collection of prepetition accounts
receivable. Refer to Table, "Wholesale Trading Book Cash Collections from
Initial Petition Date to 10/31/03" in Section IV.B.1., "Resolution of the
Wholesale Trading Book" for further information.
e. SETTLEMENTS AND SALES OF NON-TERMINATED SAFE-HARBOR
AGREEMENTS. The Wholesale Services Debtors have (i) settled certain of their
non-terminated Safe-Harbor Agreements (which are not eligible for settlement
under the Wholesale Protocol) with counterparties pursuant to Bankruptcy Court
approval and (ii) sold certain non-terminated Safe-Harbor Agreements to third
parties pursuant to Bankruptcy Court-approved auction processes. Through October
31, 2003, the Wholesale Services Debtors and their non-Debtor Wholesale Services
Affiliates have received a total of approximately $593 million from these
settlements and auction sales. Refer to Table, "Wholesale Trading Book Cash
Collections from Initial Petition Date to 10/31/03" in Section IV.B.1.,
"Resolution of the Wholesale Trading Book" for further information.
f. LITIGATION. To the extent settlements cannot be
reached, the Wholesale Services Debtors and their non-Debtor Wholesale Services
affiliates may file (and have, in some cases, already filed) adversary
proceedings against counterparties in the Bankruptcy Court or may take other
appropriate legal action to recover the embedded value of the contracts. Refer
to Table, "Wholesale Trading Book Cash Collections from Initial Petition Date to
10/31/03" in above Section IV.B.1., "Resolution of the Wholesale Trading Book"
and Section IV.C.1.,
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"Pending Litigation" for further information about the pending adversary
proceedings involving the Wholesale Services Debtors and their non-Debtor
Wholesale Services affiliates in connection with the trading book, the gross
dollar amount being sought by the Wholesale Services Debtors thereunder, certain
claims made by Debtors and counterclaims made by counterparties. Each of the
pending adversary proceedings involving one or more of the Wholesale Services
Debtors and their non-Debtor Wholesale Services affiliates are more fully
described in Section IV.C.1., "Pending Litigation". It should be noted that the
recoveries under these proceedings or proceedings subsequently brought against
counterparties cannot be assured, and are subject to potential counterclaims and
defenses of the counterparties some of which are listed in Section IV.C.1.,
"Pending Litigation".
2. RETAIL CONTRACT SETTLEMENTS
After the commencement of these Chapter 11 Cases, the Retail
Services Debtors and their non-Debtor Retail Services affiliates had a
significant number of open and terminated positions arising out of physical and
financial contracts with retail and other customers relating to the purchase and
sale of natural gas and electricity, as well as energy outsourcing and other
contracts. The Debtors evaluated these contracts and have undertaken efforts to
perform, sell, settle, or reject these positions. With respect to these
settlements, pursuant to Bankruptcy Rule 9019, through October 31, 2003, the
Debtors have sought and obtained the Bankruptcy Court's approval of
approximately 72 settlement agreements relating to Retail Contracts.
The table below describes cash collection of the Retail
Services Debtors and their affiliates between the Initial Petition Date and
October 31, 2003, and adversary proceeding litigation of the Retail Services
Debtors and their affiliates in the Bankruptcy Court.
RETAIL TRADING BOOK CASH COLLECTIONS FROM INITIAL PETITION DATE TO 10/31/03 ($
IN MILLIONS)
Number of
Amount Counterparty
Collected Groups
--------- -------------
Terminated Contracts $ 19 17
Non-Terminated Contracts
Performed (net of cost of sales) $ 444 Approx. 9000(1)
Settled/Sold $ 330 752
TOTAL CASH COLLECTED TO DATE $ 793
ADVERSARY PROCEEDINGS LITIGATION IN BANKRUPTCY COURT ($ IN MILLIONS)
Total number of Proceedings with Retail Trading Book Counterparties 1
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RETAIL TRADING BOOK CASH COLLECTIONS FROM INITIAL PETITION DATE TO 10/31/03 ($
IN MILLIONS)
Number of
Amount Counterparty
Collected Groups
--------- -------------
Gross Value Sought(2) $ 12
(1) Count reflects counterparties billed for services at least once
postpetition as well as accounts receivable collections from historical
performance prior to the Initial Petition Date.
(2) Recoveries under these proceedings cannot be assured.
a. RETAIL CONTRACTS. Prior to the commencement of the
Chapter 11 Cases, certain of the Retail Services Debtors entered into thousands
of Retail Contracts. Since the Initial Petition Date, many Retail Contracts have
been terminated, rejected, or assumed and assigned under section 365 of the
Bankruptcy Code. There are substantial amounts outstanding under many of the
Retail Contracts, which amounts include primarily accounts receivable and, in
some cases, termination payments due to the Retail Services Debtors' estates.
The Retail Services Debtors' commencement of the Chapter 11 Cases constituted an
early termination event under some of the Retail Contracts, which may give rise
to the right of the counterparties to terminate such agreements and to determine
the amount of termination payable by or to the Retail Services Debtors. Since
the commencement of these Chapter 11 Cases, many counterparties have,
accordingly, purported to terminate Retail Contracts. While the applicability of
the safe-harbor provisions of the Bankruptcy Code to the Retail Contracts is
less certain than their applicability to wholesale contracts, the Retail
Services Debtors determined in many instances not to contest the terminations.
The Retail Services Debtors also had a number of Retail
Contracts that were not terminated and were "in-the-money" to the Retail
Services Debtors, and therefore required performance by the Retail Services
Debtors to realize the "in-the-money" value. In certain instances, the Retail
Services Debtors continued to perform through the relevant contract term,
negotiated a settlement, sold the contract to a third party, or, if the
continued performance was not in the best interests of the relevant Debtor,
rejected the contract. The Retail Services Debtors have now successfully exited
substantially all of their performing, non-terminated, "in-the-money" Retail
Contracts.
b. DESCRIPTION OF RETAIL PROTOCOL. The Retail Services
Debtors and the Creditors' Committee negotiated the Retail Protocol that allowed
the Retail Services Debtors to obtain expedited Bankruptcy Court approval of
settlements with counterparties on amounts due under the Retail Contracts. The
Bankruptcy Court approved the Retail Protocol on October 7, 2002.
Specifically, the Retail Protocol creates two categories of
settlements, depending on the accounts receivable outstanding under the contract
and other amounts (e.g., termination
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payments) that may have been payable to the Retail Services Debtors as part of
the settlement. The first category includes the settlement of Retail Contracts
with the Retail Services Debtors involving values that exceed certain defined
thresholds. The Retail Protocol permits the Retail Services Debtors to file a
motion under Bankruptcy Rule 9019 to settle these contracts using expedited
notice procedures. The second category of settlements includes those that fall
below the defined value thresholds. The Retail Protocol allows the Retail
Services Debtors to provide weekly notice of these settlements to the Creditors'
Committee and to seek Bankruptcy Court approval of these settlements by filing a
notice but without filing a formal motion with the Bankruptcy Court.
c. IMPLEMENTATION OF RETAIL PROTOCOL. Through the use of
the Retail Protocol, the Retail Services Debtors have filed and obtained
Bankruptcy Court approval to enter into numerous settlement agreements with
retail customers. Through October 31, 2003, as approved by the Bankruptcy Court
through use of the Retail Protocol or otherwise, the Retail Services Debtors
have entered into 17 settlements with counterparties, resulting in recoveries in
the aggregate amount of approximately $19 million for the Retail Services
Debtors. Refer to Table, "Retail Trading Book Cash Collections from Initial
Petition Date to 10/31/03" in Section IV.B.2.a., "Retail Contracts" for further
information.
Because the Retail Services Debtors have other Retail
Contracts with multiple other counterparties under which there is embedded value
owing to the Retail Services Debtors and their non-Debtor Retail Services
affiliates and which have not yet settled, the Retail Services Debtors and their
non-Debtor Retail Services affiliates continue their settlement efforts
utilizing the Retail Protocol or other Bankruptcy Court-approved processes as
appropriate.
d. SETTLEMENTS AND SALES OF RETAIL CONTRACTS. The Retail
Services Debtors have (1) settled certain of their non-terminated Retail
Contracts with counterparties pursuant to Bankruptcy Court approval and (2) sold
certain non-terminated Retail Contracts to third parties pursuant to Bankruptcy
Court-approved auction processes. Through October 31, 2003, the Retail Services
Debtors have received proceeds of approximately $330 million from these
settlements and auction sales. Refer to Table, "Retail Trading Book Cash
Collections from Initial Petition Date to 10/31/03" in Section IV.B.2.a.,
"Retail Contracts" for further information.
e. REALIZED VALUE FROM RETAIL SERVICES DEBTORS'
PERFORMANCE OF NON-TERMINATED RETAIL CONTRACTS, DISPOSITION OF INVENTORIES, AND
COLLECTION OF ACCOUNTS RECEIVABLE. Since the Initial Petition Date, the Retail
Services Debtors have realized (net of their costs) approximately $444 million
in net proceeds from (i) their postpetition or other performance under retail
commodity sale contracts that have remained "live" (e.g., not terminated or
expired) after the Initial Petition Date, (ii) the sale of commodity
inventories, and (iii) the collection of prepetition accounts receivable. Refer
to Table, "Retail Trading Book Cash Collections from Initial Petition Date to
10/31/03" in Section IV.B.2.a., "Retail Contracts" for further information.
f. LITIGATION. To the extent settlements cannot be
reached, the Retail Services Debtors and their non-Debtor Retail Services
affiliates may file (and have, in one case, already filed) adversary proceedings
against counterparties in the Bankruptcy Court or may take other appropriate
legal action to recover the embedded value of the contracts. Refer to Table,
224
"Retail Trading Book Cash Collections from Initial Petition Date to 10/31/03" in
Section IV.B.2.a., "Retail Contracts" and Section IV.C.1., "Pending Litigation"
for further information about the pending adversary proceeding involving the
Retail Services Debtors and their non-Debtor Retail Services affiliates in
connection with the trading book, the gross dollar amount being sought by the
Retail Services Debtors thereunder, certain claims made by Debtors, and
counterclaims made by counterparties. The pending adversary proceeding involving
one or more of the Retail Services Debtors and their non-Debtor Wholesale
Services affiliates is more fully described in Section IV.C.1., "Pending
Litigation". It should be noted that the recoveries under this proceeding or
proceedings subsequently brought against counterparties cannot be assured, and
are subject to potential counterclaims and defenses of the counterparties some
of which are listed in Section IV.C.1., "Pending Litigation".
3. SETTLED LITIGATION
Refer to Section IV.C.1., "Pending Litigation" for information
relating to litigation that has been settled.
4. OTHER SETTLEMENTS
a. BROADBAND - GENERAL. The Debtors that are part of
Broadband Services and their non-Debtor Broadband Services affiliates have also
resolved disputes that have arisen in connection with business transactions in
the Broadband industry including IRU agreements and collocation agreements,
outstanding accounts receivable, and PRM. In the most significant of these
settlements, EBS, Qwest, and related entities entered into a global settlement
agreement that has been approved by the Bankruptcy Court. Prior to entering into
the settlement, Qwest had placed approximately $150 million owed to EBS into an
interest-bearing, segregated account. Under the terms of the settlement
agreement, EBS received approximately $139 million and Qwest received
approximately $11 million. As part of the settlement, EBS sold, transferred
and/or assigned the assets and contracts necessary for Qwest to own and operate
the Salt Lake City to New Orleans fiber optic route, as well as certain other
telecommunications equipment.
b. DYNEGY MERGER AGREEMENT, RELATED LITIGATION, AND
SETTLEMENT. On November 9, 2001, ENE, Dynegy and related entities entered into
the Merger Agreement. Concurrently therewith, Dynegy and CGNN entered into an
option agreement under which Dynegy Holdings contracted with CGNN for an option
to purchase from CGNN all of the outstanding membership interests in MCTJ, the
indirect parent of NNG. Dynegy also acquired 100% of the preferred stock of NNG
for $1.5 billion.
On November 28, 2001, Dynegy gave ENE notice that Dynegy was
terminating the Merger Agreement and, immediately thereafter, Dynegy Holdings
gave notice to CGNN that Dynegy Holdings was exercising the option to purchase
all of the outstanding membership interests of MCTJ. On the Initial Petition
Date, ENE and certain of its affiliates filed a breach of contract action
alleging that Dynegy and Dynegy Holdings breached the terms of the Merger
Agreement and sought damages in excess of $10 billion. The closing of Dynegy
Holdings' exercise of the option to purchase the interests of MCTJ included the
payment of $23 million to CGNN and was effective February 1, 2002.
225
On August 15, 2002, the parties executed a mutual release and
deposited with an escrow agent an executed joint motion for dismissal with
prejudice and an executed agreed order of dismissal with prejudice seeking the
dismissal of ENE's pending suit against Dynegy with prejudice. Concurrently with
the execution of the mutual release, Dynegy delivered (i) $62.9 million
previously held in escrow in connection with working capital related to the sale
of MCTJ; and (ii) cash in the amount of $25 million into escrow, $10 million of
which was released to ENE in September 2002 in connection with the Bankruptcy
Court's approval of the mutual release and the remainder of which was released
in May 2003 in connection with the entry of the final judgment dismissing ENE's
lawsuit against Dynegy.
c. MITSUBISHI HEAVY INDUSTRIES. ENE received approval of
a settlement agreement among ENE, certain of ENE's non-Debtor affiliates, MHI,
and certain lenders, relating to disputes arising from certain purchase
agreements for gas turbines and associated components. The settlement agreement
provided, among other things, that (i) certain lenders would pay $6 million to
MHI, which would be applied against the remaining purchase price for certain
units, (ii) the parties would acknowledge that certain purchase agreements were
validly cancelled, (iii) MHI would deliver certain unit components to
subsidiaries of BPDT, (iv) MHI would credit BPDT $14,000,312 as payment for the
balance due on certain units, (v) MHI would retain certain payments and work in
progress, (vi) certain ENE guarantees would be terminated, (vii) MHI would have
a right to a certain sliding sales commission to the extent it assisted in the
marketing of certain turbines owned by ENE affiliates, and (viii) all parties
would grant limited mutual releases.
d. STANDARD CHARTERED BANK. ENE received approval of a
settlement agreement with SCB releasing and compromising certain claims held by
ENE against SCB. Pursuant to the settlement, SCB will return $23,867,046 to ENE
and retain $1,000,000 relating to certain previously drawn letters of credit and
expenses, and retain $646,964 as cash collateral for two letters of credit that
will continue to remain outstanding following the settlement. The settlement
agreement resolves, without litigation, a preference action that ENE was
preparing to commence against SCB to recover $25,514,000 that was deposited into
a collateral account.
e. REDEMPTION OF SERVICECO SHARES. ENE, EESSH, EESO,
EPSC, and EBS received approval to (i) consummate the redemption of certain
outstanding shares of ServiceCo held by EESSH, (ii) provide an indemnification
and certain releases to certain other redeeming ServiceCo stockholders and
ServiceCo directors, and (iii) compromise and settle certain third-party
litigation. Prior to the redemption transactions, ServiceCo was approximately
81.45% owned by EESSH. ServiceCo was formed in September 2001. Following the
Initial Petition Date, litigation proceedings were commenced against ServiceCo
by certain of its minority stockholders who contributed assets and/or cash in
connection with the formation of ServiceCo, alleging that certain
misrepresentations were made in connection with their original investment.
ServiceCo's redemption of the capital stock held by these third-party investors
settles these proceedings.
In connection with the formation of ServiceCo, certain of
ServiceCo's minority stockholders contributed the shares of FieldCentrix to
ServiceCo in exchange for ServiceCo shares and, prior to the redemption
transaction, FieldCentrix was 98% owned by ServiceCo. Through the redemption
transaction, ServiceCo returned the majority of FieldCentrix to the
226
original contributing ServiceCo stockholders in exchange for their ServiceCo
shares, with ServiceCo retaining a 20% preferred stock interest in FieldCentrix.
The shares of ServiceCo capital stock held by the other third-party investors in
ServiceCo are being redeemed for cash.
The approval provided, among other things, that any existing
encumbrances that have been, could have been, or are in the future, asserted by
PBGC, if any, are transferred and attach solely to (i) the purchase price paid
by ServiceCo to EESSH for its redeemed ServiceCo shares and (ii) after their
redemption by ServiceCo, to the redeemed shares of ServiceCo capital stock
formerly held by its redeeming stockholders. In addition, ENE was authorized to
provide a limited indemnification to the third-party redeeming ServiceCo
stockholders for damages they may incur within the four-year period following
the redemption transaction as a result of (i) ServiceCo or its subsidiaries
being liable for taxes of ENE or its affiliates (other than ServiceCo and its
subsidiaries) as a result of their having been included in ENE's consolidated
tax group and (ii) claims for liability asserted by PBGC against ServiceCo or
its subsidiaries as a result of being jointly and/or severally liable for
obligations of ENE or its affiliates (other than ServiceCo and its subsidiaries)
due to their status as members of ENE's controlled group under ERISA. The ENE
indemnity is subject to an aggregate cap of approximately $24 million. Refer to
Section III.F.39., "Nile" for further information.
f. BRITISH ENERGY. The significant financial creditors
of the British Energy Group, of which ECTEF is one, agreed on September 30, 2003
to a restructuring of certain of their claims against the British Energy Group.
Consummation of the restructuring is subject to the satisfaction of a number of
conditions, the most significant one of which is approval by the EU of the State
Aid aspects of the restructuring. Upon consummation of the restructuring, in
respect of its (pound)72 million claim, ECTEF will be entitled to receive: (i)
(pound)20 million in principal amount of British Energy bonds, and (ii) between
6.63% and 6.8% of the equity of British Energy. Existing shareholders of British
Energy will retain between 0% and 2.5% of the equity and may receive warrants to
subscribe for an additional 5%. The warrants have a strike price based on an
assumed (pound)550 million enterprise value. The distributions to creditors of
newly issued bonds and newly issued equity is not expected to occur prior to
September 30, 2004.
On February 14, 2003, certain of the British Energy Group's
creditors agreed to standstill on their claims against the British Energy Group
and signed a non-binding term sheet outlining the proposed restructuring. On May
8, 2003, the Bankruptcy Court entered an order authorizing ECTRIC, in its
capacity as managing member of ECTEF, to compromise ECTEF's claim and negotiate
the terms of the restructuring substantially in accordance with the February 14,
2003 agreements.
Barclays and ECTRIC are in discussions on sharing ratios for
the distribution of the proceeds that the Cash VI Trust receives from the
restructuring. Refer to III.F.9., "Cash VI" for additional information regarding
the Cash VI Trust. British Energy has agreed to pay interest on ECTEF's
(pound)72 million claim at 6% per annum until the earlier of consummation of the
restructuring or termination of the standstill arrangements.
g. RIO PIEDRAS. Over 500 suits were filed in federal or
local court in Puerto Rico on behalf of nearly 1,500 different plaintiffs
against ENE, San Juan Gas, and/or their carriers and affiliates, along with
several third parties, for personal injury (including emotional
227
distress), property damage, and business interruption related to the November
21, 1996 explosion in or around the Humberto Vidal Building in the Rio Piedras
District of San Juan, Puerto Rico. The total alleged damages exceeded $3
billion. As of December 2001, approximately 750 separate plaintiffs had not
settled or been dismissed. Many moved to lift the automatic stay. An agreed
order was entered on April 11, 2002, modifying the automatic stay for the sole
purpose of effecting settlements, subject to a cap of $50 million for
settlements, fees, and expenses. All such claims were subsequently resolved by
private settlement, global settlement or dismissal without settlement for
approximately $36 million, all of which has been reimbursed by the Debtors'
insurance carriers. Orders have been entered in both the federal and state
courts in Puerto Rico dismissing all plaintiffs' claims with prejudice, although
both courts have retained jurisdiction for administrative purposes. Settlement
documents or forfeiture orders have been effected for all but ten plaintiffs.
h. ANDERSEN WORLDWIDE. In March 2002, at the direction
of the Bankruptcy Court and Judge Harmon of the United States District Court for
the Southern District of Texas, the Debtors, the Creditors' Committee, and the
plaintiffs in the Newby Action began mediation with representatives of Arthur
Andersen and Andersen Worldwide Societe Cooperative, in an effort to reach a
global settlement of claims against Arthur Andersen. Despite the best efforts of
the parties, the mediation process did not succeed and was formally terminated
on May 1, 2002. The Debtors and representatives of the Creditors' Committee
continued to engage in settlement discussions with representatives of Arthur
Andersen and the other Arthur Andersen-related entities and conducted due
diligence concerning the nature and extent of potential claims and causes of
action, if any, held by the Debtors' estates against foreign Arthur Andersen
entities other than Arthur Andersen. The Debtors and the Creditors' Committee
reached an agreement in principle with Andersen Worldwide (on behalf of itself
and foreign Arthur Andersen entities) compromising and settling any claims the
Debtors' estates may possess against such entities in exchange for a cash
payment of $19.95 million. The parties signed a memorandum of understanding on
or about August 30, 2002 setting forth the principle terms of the settlement
reached with Andersen Worldwide, which was later memorialized in a formal
settlement agreement. On July 11, 2003, the Bankruptcy Court entered an order
approving the settlement agreement pursuant to Bankruptcy Rule 9019.
5. ASSET SALES
The Debtors, non-Debtor affiliates, and certain other related
companies have completed a number of significant asset sales of non-core assets
during the pendency of the Chapter 11 Cases, resulting in gross consideration to
the Debtors' bankruptcy estates, non-Debtor affiliates, and certain other
related companies aggregating approximately $3.6 billion. These asset sales have
been completed by numerous Debtors, non-Debtor affiliates, and other related
companies, and the sale proceeds have, in certain instances, been used to repay
indebtedness or other claims, and may be further subjected to a variety of
claims from related and unrelated parties. In many instances, proceeds from
these sales are segregated, or in escrow
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accounts, and the distribution of such proceeds will require either consent of
the Creditors' Committee or an order of the Bankruptcy Court.(33)
The table below sets forth the principal asset sales between
the Initial Petition Date and October 31, 2003.(34) The table sets forth the
sales price approved by the Bankruptcy Court for each transaction, which prices,
in certain instances, have been and may continue to be subject to adjustments
for the payment of certain items, including without limitation, commissions,
break-up fees, professional fees, taxes, liens, working capital adjustments,
indemnification claims, and other closing costs and disbursements. Sales
transactions where prices exceeded $100 million are described below the table.
Refer to Section IV.B.1.a., "Safe-Harbor Agreements" for further information
about sales by Wholesale Services and Retail Services of Safe-Harbor Agreements,
dispositions of inventories, and related assets.
PRINCIPAL ASSET SALES
Approx. Court-Approved
Asset Sales Sales Price, if applicable
----------- --------------------------
(in $ millions)
Trading Business (Natural Gas and Electric Power) TBD
Azurix-Wessex (Water Utility) 777
EOG Resources Shares 438
EOGIL 350
Arcos Project Company and GE 9F Turbine Power Island Equipment 329
Enron Wind (US and European Turbine Manufacturing Business)(1) 325
(33) In addition to the asset sales set forth below, the Debtors have
executed purchase agreements relating to CPS and Sithe. The CPS and Sithe sales
have not yet been approved by the Bankruptcy Court and are subject to an auction
process. There can be no guarantee as to the outcome of either process, nor can
the Debtors guarantee that the Bankruptcy Court will approve the proposed sales.
(34) The Debtors intend to continue to seek Bankruptcy Court approval of
proposed asset sales until the occurrence of the Effective Date.
229
Approx. Court-Approved
Asset Sales Sales Price, if applicable
----------- ---------------------------
(in $ millions)
EcoElectrica, L.P. (2) 177
Enron Wind Development Corp. (160 MW Power Project) 175
Mariner Energy (Falcon Corridor Offshore Assets) (3) 122
Enron Center South (Office Building) 102
Asset Sales Below $100 million(4) 790
--------------------------
3,585
==========================
- ------------------
(1) The original Bankruptcy Court approved purchase price was reduced by
$40 million at closing based on the adjustment mechanism within the
purchase and sale agreement, and by an additional $75 million
post-closing in accordance with the settlement agreement with purchaser
as approved by the Bankruptcy Court on June 23, 2003. Refer to Section
IV.B.5.f., "Enron Wind (US and European Turbine Manufacturing
Business)" for further information.
(2) $48 million of the $177 million was paid directly to a General Electric
entity at closing.
(3) This sale did not require approval by the Bankruptcy Court.
(4) Excludes asset sales with Bankruptcy Court-approved sales prices or
gross sales amounts under $1 million. Certain assets in this group were
sold by non-Debtors and, therefore, may not have been subject to
Bankruptcy Court approval. Includes collections on certain notes
receivable. Receipt of proceeds on asset sales in this group may also
be contingent upon the occurrence of certain events.
a. TRADING BUSINESS (NATURAL GAS AND ELECTRIC POWER)
(i) SELLERS. ENE, ENA, ENW, and Enron Canada.
(ii) PURCHASERS. UBS and UBS Warburg Energy (Canada) Ltd.
(iii) ASSETS. The sellers sold certain assets, and licensed
other assets (including an exclusive license to certain proprietary technology),
relating to the sellers' North American gas and electric power trading business.
The parties have also provided various transition services.
(iv) CONSIDERATION. Enron Canada received at closing
approximately CDN $6.5 million in cash from the purchasers. The remaining
consideration payable to the sellers is in the form of royalty payments. Under
the terms of the transaction, the sellers are to receive 33% of the adjusted
pre-tax profits generated by the business for a defined period. The allocation
of such royalty interest among the various sellers has not yet been determined
and is subject to approval of the Bankruptcy Court. Since the closing of the
transaction, the business has not produced sufficient profits to generate any
royalty payments. There can be no assurance that this sale will generate any
royalty payments for the benefit of the sellers.
(v) INDEMNIFICATIONS/HOLDBACKS. Pursuant to a series of
call options granted by the sellers to the purchasers, the purchasers have the
option to buy out the royalty interest beginning on January 1, 2005. The
purchasers' call options may be exercised in three tranches, each representing a
one-third reduction of the royalty interest. Only one call option
230
may be exercised in any two consecutive six-month periods. Beginning on the
seventh anniversary of the closing date until the date ten years and three
months from the closing date, if the purchasers have not exercised and closed
two call options (or upon the eighth anniversary of the closing date, if the
purchasers have not exercised three options), the sellers shall have the right
to require the purchasers to do any of the following, at the purchasers' sole
choice: (1) sell the business; (2) terminate the agreement; (3) provide a
mechanism for securitizing the royalty stream; or (4) accelerate royalty
payments into one lump sum.
The sellers and the purchasers received various indemnities
from each other with respect to certain potential losses. All indemnities of the
respective indemnifying party were limited in the aggregate to a maximum of $100
million. The indemnitors' indemnity exposure occurs only if the aggregate amount
of indemnifiable losses exceeds $5 million, at which point the indemnitees are
entitled to indemnification for all such losses that in aggregate exceed $2.5
million. Payments of indemnity by the sellers will be made only through setoffs
made against the payment of the royalty interest. Subject to a variety of
exceptions, indemnity claims with respect to breaches of representations and
warranties had to be submitted on or prior to February 8, 2003. As of May 31,
2003, no indemnity claims have been sent or received by the sellers.
(vi) APPROVAL AND CLOSING DATE. The Bankruptcy Court
approved the transaction on January 22, 2002, and the sale closed on February 8,
2002.
b. AZURIX-WESSEX (WATER UTILITY)
(i) SELLER. Azurix Europe, which is indirectly owned by
Azurix. EBWH, a wholly owned non-Debtor subsidiary of ENE, owns 33-1/3% of the
voting shares of Azurix. Atlantic owns the remaining 66-2/3% of the voting
shares of Azurix. ENE holds a 50% voting interest in Atlantic, as well as 100%
of the cumulative preferred stock issued by Azurix. The remaining 50% voting
interest in Atlantic is held by Marlin. Refer to Section III.F.36., "Marlin" for
further information regarding Marlin.
(ii) PURCHASER. YTL Utilities (UK) Limited.
(iii) ASSET. Wessex, the principal business of which was
providing water supply and wastewater services in parts of southwestern England
through Wessex Water Services Limited, a wholly owned subsidiary.
(iv) CONSIDERATION. The agreed sale price was
approximately $777 million. As part of the transaction, Azurix Europe was
required to repay a revolving credit facility and Azurix purchased substantially
all of its remaining bonds. The remaining proceeds of approximately $6.2 million
went to Azurix. The Bankruptcy Court approved the actions taken by the
Enron-appointed directors in approving the sale of 100% of Azurix's interest in
Wessex. There have been no post-closing purchase price adjustments.
(v) INDEMNIFICATIONS/HOLDBACKS. None.
(vi) APPROVAL AND CLOSING DATE. The Bankruptcy Court
approved the transaction on May 6, 2002, and the sale closed on May 21, 2002.
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c. EOG RESOURCES SHARES. Refer to Section III.F.10., "Cerberus"
for further information.
d. ENRON OIL & GAS INDIA LTD. (PRODUCTION SHARING CONTRACTS)
(i) SELLER. EAH, an indirect subsidiary of ENE.
(ii) PURCHASER. BG Energy Holdings Limited.
(iii) ASSETS. Producing oil and gas assets consisting of
production sharing contracts with the government of India for the Panna/Mukta
and Tapti offshore blocks.
(iv) CONSIDERATION. The Bankruptcy Court-approved sales
price was approximately $350 million, less amounts attributable to a working
capital adjustment, services provided by Enron Global Exploration and
Production, Inc. and EGEP Services, Inc., and any intercompany debt remaining at
the time of closing.
(v) INDEMNIFICATIONS/HOLDBACKS. For twelve months
following closing, EAH indemnified the purchaser against any preference or
fraudulent conveyance claims related to the repayment by EOGIL of intercompany
receivables for the twelve-month period preceding closing. This indemnity was
for up to $74 million. EAH retained the rights to a contingent $12 million tax
refund from the government of India relating to disputed allowances for foreign
exchange losses. The assets were sold on an "as is, where is" basis. No
indemnity claims were made by the purchaser.
(vi) APPROVAL AND CLOSING DATE. The Bankruptcy Court
approved the transaction on February 13, 2002, and the sale closed on March 31,
2002.
e. ARCOS PROJECT COMPANY AND GE 9F TURBINE POWER ISLAND EQUIPMENT
(i) SELLERS. SII Espana 2 B.V. and Woodlark, L.P. ENE is
the sole shareholder of EPC and the sole member of Enron Europe. EPC and Enron
Europe are the joint shareholders of ECT Europe. ECT Europe is the sole
shareholder of SII Holdings B.V., which, in turn, is the sole shareholder of SII
Espana 2 B.V., which was the sole shareholder of Arcos Project Company.
Woodlark, L.P. is an indirect subsidiary of Whitewing LP. Refer to Section
III.F.41., "Osprey/Whitewing" for further information regarding
Osprey/Whitewing.
(ii) PURCHASER. Iberdrola.
(iii) ASSETS. SII Espana 2 B.V.'s rights, title, and
interest in and to the issued share capital of the Arcos Project Company and
Woodlark, L.P.'s rights to and interest in the three GE 9F turbine power island
equipment assets relating to the Arcos de la Frontera power plant.
(iv) CONSIDERATION. The Bankruptcy Court-approved sales
price was approximately $329 million. The sale proceeds are currently held in
escrow pending further order of the court to determine, among other things,
apportionment of the proceeds between the sellers.
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(v) INDEMNIFICATIONS/HOLDBACKS. There were no
post-closing purchase price adjustments, contingent payment obligations or
indemnification obligations of the sellers. The assets were sold on an "as-is,
where-is" basis.
(vi) APPROVAL AND CLOSING DATE. The Bankruptcy Court
approved the transaction on April 9, 2002, and the sale closed on April 18,
2002.
f. ENRON WIND (US AND EUROPEAN TURBINE MANUFACTURING BUSINESS)
(i) SELLERS. Enron Wind LLC; U.S. Asset Sellers: Enron
Wind Energy Systems LLC, Enron Wind Systems, LLC, Enron Wind Constructors LLC,
and Enron Wind Maintenance LLC. European Asset Sellers: Enron Wind Holding GmbH,
Enron Wind Service GmbH, Enron Wind GmbH, Enron Wind de Espana SL, Tacke Energia
Eolica S.L., Enron Wind Rotor Production B.V., Wind Holdings B.V., Enron Wind
Overseas Development Ltd., Enron Wind Ireland Ltd., Enron Wind Denmark ApS,
Vindkraftbolaget Utgrunden Aktiebolag, Enron Wind Sverige AB, Tacke Wind Energy
India Private Ltd., and Enron Wind Nat Sverige AB. Other entities that
transferred assets, but were not parties to the Purchase and Sale Agreement:
Enron Wind Development Corp., Zond Pacific, and ZWHC. All sellers are indirect
wholly owned subsidiaries of Enron Wind LLC, which is a direct wholly owned
subsidiary of EREC, which is an indirect wholly owned subsidiary of ENE.
(ii) PURCHASER. General Electric Company, acting through
GEPS, its power systems business.
(iii) ASSETS. The assets of Wind's U.S. and European wind
turbine manufacturing, operation and maintenance and construction businesses.
(iv) CONSIDERATION. The Bankruptcy Court-approved sales
price was approximately $325 million. The sales price was reduced by
approximately $40 million at closing based on the adjustment mechanism within
the purchase and sale agreement, and by approximately $75 million (including
interest) pursuant to an agreement (post-closing adjustment) among the purchaser
and the sellers dated May 1, 2003. Thus, the final sales price was approximately
$210 million. Wind retained the existing wind power projects, as well as some of
the employees and equipment necessary to manage those projects. GEPS hired the
majority of Wind's remaining employee base and continued to provide operations
and maintenance services to the projects. On June 23, 2003, the Bankruptcy Court
entered the Wind Reserve Fund Order, which approved a compromise and settlement
with respect to certain outstanding issues relating to the sale. Pursuant to the
Wind Reserve Fund Order, Wind will set aside $25 million in a fund, to which the
Debtors shall subordinate, and to which ENE shall cause its non-Debtor
affiliates to subordinate, any claims or right to distribution they may have
against Wind to the allowed claims of third party creditors unaffiliated with
ENE, with the effect that such fund shall be available exclusively for
distribution to Wind Creditors unless or until such claims are paid in full.
(v) INDEMNIFICATIONS/HOLDBACKS. There are no post-closing
indemnification obligations.
233
(vi) APPROVAL AND CLOSING DATE. The Bankruptcy Court
approved the transaction on April 15, 2002, and the sale closed on May 10, 2002.
The Bankruptcy Court approved the post-closing purchase price adjustment on June
23, 2003.
g. ECOELECTRICA, L.P.
(i) SELLERS. LNG Power III, L.L.C.; Enron LNG Power
(Atlantic) Ltd.; El Puerto Rico Operations, Inc.; and EDC, each indirect
subsidiaries of ENE.
(ii) PURCHASERS. Gas Natural Electricidad SDG, S.A. and
Invergas Puerto Rico, S.A., each direct subsidiaries of Gas Natural SDG, S.A.
(iii) ASSETS. ENE's indirect 47.5% interest in
EcoElectrica, L.P., the Operations, Maintenance and Fuel Management Agreement,
the LNG Tolling Services Agreement, and the Deferred Development and
Reimbursement Payment Subordinate Note.
(iv) CONSIDERATION. The Bankruptcy Court-approved sales
price was approximately $177 million plus any accrued interest on the Deferred
Development and Reimbursement Payment Subordinate Note from December 31, 2002
through closing (approximately $2.0 million as of October 30, 2003). Purchaser
will also assume ENE's obligations to GE Structured Finance, Inc., which holds
approximately $133.7 million of preferred shares within ENE's ownership claim.
(v) INDEMNIFICATIONS/HOLDBACKS. No general indemnity for
representations and warranties. Indemnification for tax liabilities at the
Buenergia level and for ERISA liabilities related to ENE.
(vi) APPROVAL AND CLOSING DATE. The Bankruptcy Court
approved the transaction on July 31, 2003, and the sale closed on October 30,
2003.
h. ENRON WIND DEVELOPMENT CORP. (160MW POWER PROJECT)
(i) SELLERS. EWDC, a subsidiary of Wind, and certain
subsidiaries of EWDC. Wind is an indirect subsidiary of SSLC.
(ii) PURCHASER. AEP.
(iii) ASSETS. Two wind power generation facilities located
near Iraan, Texas.
(iv) CONSIDERATION. The Bankruptcy Court-approved sales
price was approximately $175 million. The seller received $102 million at
closing. Following receipt of payments resulting from initial holdbacks, net
proceeds were approximately $131 million. Other purchase price deductions
include repayment of project debt, amounts due to subcontractors, warranty
deferrals, and curtailment deferrals. The seller could receive additional
proceeds from the curtailment deferral, depending on the project performance.
234
(v) INDEMNIFICATIONS/HOLDBACKS. Each of the buyer and
seller received mutual indemnities from each other relating to breaches of
covenants and representations and warranties in connection with the sale. All
indemnity obligations of EWDC and its subsidiaries were limited in the aggregate
to a maximum of 100% of the purchase price. The sellers' indemnity exposure is
applicable only to the aggregate amount of the buyer's losses in excess of
$625,000. Indemnity claims must be submitted within sixty days of the expiration
of the applicable survival period relating to the claim, which, for most claims,
is twenty-four months following the closing. Under the terms of the sale
agreement, up to $3.7 million will be paid to EWDC over a four-year period if
grid curtailment of the facilities does not exceed 275,000 MWh during such
period.
(vi) APPROVAL AND CLOSING DATE. The Bankruptcy Court
approved the transaction on December 28, 2001, and the sale closed on December
29, 2001.
i. MARINER ENERGY (FALCON CORRIDOR OFFSHORE ASSETS)
(i) SELLER. MARINER, A WHOLLY OWNED SUBSIDIARY OF MARINER
ENERGY, LLC WHICH IS 95.7% OWNED BY JOINT ENERGY. Mariner, Mariner Energy, and
Joint Energy are all non-Debtors.
(ii) PURCHASER. Pioneer Natural Resources USA, Inc.
(iii) ASSETS. 25% working interest in the Falcon Corridor,
an area located in East Breaks Blocks 579 and 623 in the deepwater Gulf of
Mexico that includes the Falcon and Harrier projects, plus associated leaseholds
and prospects.
(iv) CONSIDERATION. The agreed sales price was
approximately $122 million reduced by approximately $8.5 million in post-closing
adjustments.
(v) INDEMNIFICATIONS/HOLDBACKS. Mariner retained a 4.25%
overriding royalty interest in selected blocks within the current area of mutual
interest in order to maintain exposure to the Big Hum prospect and, to a lesser
extent, other prospects. Pioneer assumed Mariner's remaining commitments for use
of certain equipment and services.
(vi) APPROVAL AND CLOSING DATE. Given Mariner's status as
a non-Debtor, the sale did not require Bankruptcy Court approval. The sale
closed on April 1, 2003.
j. ENRON CENTER SOUTH (OFFICE BUILDING)
(i) SELLER. SSLC, a wholly owned, direct subsidiary of
ENE. ENW and ENE were also parties to the sale.
(ii) PURCHASER. Intell Management and Investment Company.
(iii) ASSETS. Enron Center South office building and
related assets, parking garage, sky ring, Enron Child Care Center, and vacant
city block.
235
(iv) CONSIDERATION. The Bankruptcy Court-approved
sales price was $102 million.
(v) INDEMNIFICATIONS/HOLDBACKS. None.
(vi) APPROVAL AND CLOSING DATE. The Bankruptcy
Court approved the transaction on October 10, 2002, and the sale closed on
December 30, 2002.
C. LITIGATION AND GOVERNMENT INVESTIGATIONS
1. PENDING LITIGATION
Prepetition, ENE and its subsidiaries and affiliates were
parties to the variety of litigation one might anticipate in the course of
conducting their energy, communications, and related businesses. In the
aftermath of ENE's third-quarter 2001 earnings announcement and subsequent
events, numerous securities and ERISA complaints were filed against ENE, certain
of its former officers and directors, and third parties alleged to have
participated in ENE's demise. With the filing of these Chapter 11 Cases,
additional litigation, including numerous adversary proceedings, has ensued
related to the wind up of parts of the Debtors' businesses and alleged defaults
resulting from the bankruptcy and other matters.
This section is intended to disclose material pending
litigation involving (i) the Debtors as parties and (ii) assets, structures, or
non-Debtor affiliates, which litigation may have a material impact on the value
of the Debtors' estates. For purposes of this disclosure, pending litigation is
considered material if (i) $10 million or more is claimed or unspecified damages
could total $10 million or more, or (ii) the claims, if proven, could impact the
ownership or control of substantial assets or structures of the Debtors'
estates. A summary of pending litigation that does not fall within these
parameters is also included. Additional litigation involving CrossCountry, PGE,
and Prisma is discussed in each company's respective section of this Disclosure
Statement. Significant settled litigation, such as Enron Corp., et al. v.
Dynegy, Inc. and Dynegy Holdings, Inc. (originally filed as Adv. No. 01-03626,
U.S. Bankruptcy Court, Southern District of New York, Manhattan Division, and
subsequently transferred to the United States District Court for the Southern
District of Texas, Houston Division) is discussed elsewhere in this Disclosure
Statement. Refer to Section IV.B.3., "Settled Litigation" for further
information.
The factual case descriptions below, which are based on
Debtors' view of the proceedings and subject to further review, elaboration, or
modification, are included for information purposes only, and others familiar
with these proceedings may dispute all or part of these descriptions or
assessments. As with all litigation, there is inherent risk and
unpredictability, which makes it impossible to predict with any degree of
accuracy the overall impact of the litigation referenced below on the value of
the Debtors' estates. Certain cases involving wholesale and retail trading
contracts have been referred to court-ordered mediation. Many of the cases
referenced herein have not pleaded a specified amount of damages. Many others
remain in the early stages of litigation and discovery; thus, it is difficult to
predict the likelihood of liability or recovery. Where appropriate, the Debtors
are pursuing settlement strategies to reduce risk and litigation costs to their
estates, and to the extent that any such
236
settlements have been reached, they are noted below. Moreover, it should be
noted that some of the adversary proceedings commenced against the Debtors may
become moot upon confirmation of the Plan, to the extent that such litigation
involves issues such as alter ego or piercing the corporate veil, which are
resolved by the global compromises embodied in the Plan. Refer to Section I.B.,
"Chapter 11 Plan" and Section VI., "Summary of Debtors' Chapter 11 Plan" for
further information.
a. SECURITIES, ERISA, AND RELATED LITIGATION. Since
October 16, 2001, hundreds of class action and individual lawsuits against ENE
and certain current and former officers and directors have been filed across the
country in both state and federal courts involving allegations that the
defendants made a series of material misrepresentations to the market and/or to
the Enron Companies' current and former employees who participated in the Enron
Companies' benefit plans during certain class periods, thereby artificially
inflating the price of ENE common and/or preferred stock, as well as the value
of the employees' benefit plans. Pursuant to a standing transfer and
coordination order in MDL # 1446, In re Enron Corporation Securities, Derivative
and "ERISA" Litigation, much of the litigation against ENE has been transferred
to the United States District Court for the Southern District of Texas, the
Honorable Melinda Harmon presiding, and consolidated into either the Newby
Action, which is a securities class action, or the Tittle Action, which is an
ERISA-related class action. Refer to Appendix E: "Cases Consolidated Into Newby
Action" and Appendix F: "Cases Consolidated Into Tittle Action" for further
information about the constituent cases that have been consolidated into the
Newby Action and the Tittle Action, respectively. Given the significance of the
allegations involved in the Newby and Tittle Actions, as well as the magnitude
of potential damages that could be awarded plaintiffs in these two consolidated
actions, it is possible that the combination of defense costs and other
expenditures could exceed the limits of the Debtors' insurance coverage. Actual
liabilities cannot be predicted at this time; however, to the extent that claims
are asserted against the Debtors, in accordance with the priority scheme under
the Bankruptcy Code, any such claims would be subordinate to General Unsecured
Claims.
Both the securities and ERISA litigation, as well as other,
related litigation discussed below, include claims that involve Broadband
Services, transactions with certain related-party entities, and ENE's accounting
for various transactions. The plaintiffs in each action generally seek to
recover compensatory damages, expert fees, attorneys' fees, costs of court, and
pre- and post-judgment interest. The consolidated class action suits -- the
Tittle Action and the Newby Action -- and the related litigation, are described
in greater detail below.
(i) NEWBY V. ENRON CORP., ET AL. (NO. H-01-3624,
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS, HOUSTON
DIVISION). Refer to Appendix E: "Cases Consolidated Into Newby Action" for a
listing of constituent cases. Plaintiffs are a putative class of investors who
allegedly purchased ENE publicly traded equity and debt securities between
October 19, 1998 and November 27, 2001. Plaintiffs' claims arise under sections
10(b), 20(a) and 20A of the Exchange Act, and sections 11 and 15 of the
Securities Act. A claim for violations of the Texas Security Act, Article
581-33, is alleged by plaintiff Washington State Investment Board against
certain individuals and banks. The majority of the allegations charge defendants
with (i) false and misleading statements of material fact made to the
marketplace concerning the strength and prospects of the Enron Companies'
business and finances; (ii) false and misleading statements in publicly filed
documents, such as registration
237
statements and prospectus; (iii) insider trading; (iv) participation in schemes
and artifices to defraud, namely partnerships and SPEs; and (v) control person
liability.
Although the Newby plaintiffs moved to modify the automatic
stay and add ENE as a defendant in the lawsuit, ENE successfully opposed the
motion. At this time, ENE is not a party to the action, although document
discovery involving ENE is proceeding in the consolidated Newby Action. Trial is
set for October 17, 2005, according to the court's July 11, 2003 Scheduling
Order.
In addition, most of the named defendants in the proceeding
filed motions to dismiss, and Judge Harmon has issued decisions granting, in
whole or in part, several of the motions. For example, on January 28, 2003,
Judge Harmon granted motions to dismiss claims against certain individual Arthur
Andersen defendants, and on April 23, 2003, the court granted motions to dismiss
filed by defendants James Derrick and Joseph Hirko. However, Hirko was added as
a defendant again in the first amended consolidated complaint, filed on May 14,
2003. Hirko's motion to dismiss this complaint is currently pending. With the
exception of the Kirkland & Ellis law firm, none of the institutional defendants
has been dismissed from the case.
On May 28, 2003, Judge Harmon and United States Bankruptcy
Judge Arthur Gonzalez issued a joint order in the Newby and Tittle Actions, as
well as the Chapter 11 Cases, referring certain litigants to a mandatory
mediation process. The parties ordered to the mediation process include ENE and
its affiliated Debtors (including representatives of the Creditors' Committee),
defendant financial institutions including JPMCB, Citigroup, Inc., and its
subsidiary Salomon Smith Barney, Inc., CSFB, Canadian Imperial Bank of Commerce,
BoA, Merrill Lynch & Co., Barclays, Lehman Brothers Holding, Inc., UBS Paine
Webber, Inc. and UBS Warburg, LLC, Deutsche Bank AG, and Goldman Sachs, and lead
plaintiffs in the cases comprising the Newby Action and the Tittle Action,
although it is unclear whether or not the Tittle plaintiffs will continue to
participate in the mediation because the participating financial institutions
named in the Tittle Action have been dismissed. Senior U.S. District Court Judge
William C. Conner is the appointed Mediator.
(ii) PAMELA M. TITTLE V. ENRON CORP., ET AL. (NO.
01-3913, UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS,
HOUSTON DIVISION). Refer to Appendix F: "Cases Consolidated Into Tittle Action",
for a listing of constituent cases, including an action filed by the U.S.
Department of Labor, which the court consolidated sua sponte. Plaintiffs brought
this ERISA-based action on behalf of a putative class of an estimated 24,000
current and former employees of the Enron Companies who were participants in
three employee benefit plans: the ENE Savings Plan, the ESOP, and the Cash
Balance Plan, or who received ENE stock as compensation, between January 20,
1998 and December 2, 2001. Plaintiffs allege that assets in the Employee Plans
are now worthless as a direct result of unlawful conduct of the defendants. The
complaint raises federal claims under RICO and ERISA, and claims of conspiracy
and negligence under Texas law. The bulk of the allegations charge that the
defendants (i) knowingly misled members of the ENE Savings Plan and the ESOP
into purchasing overvalued ENE stock, and allowed matching contributions of the
overvalued stock to be put in such plans; (ii) knew of the Enron Companies'
precarious financial position, yet allowed lockdowns of Enron Companies'
employee retirement plans, causing hundreds of millions of dollars in losses;
(iii) failed to adequately diversify the ENE Savings Plan assets;
238
(iv) used overvalued ENE stock to pay employee bonuses and pension benefits; (v)
failed to properly perform auditing services; and (vi) conspired to conceal the
Enron Companies' true financial condition, thereby luring Enron Companies
employees into accepting worthless stock.
On September 30, 2003, Judge Harmon denied ENE's motion to
dismiss the ERISA claims. Dismissed entirely from the Tittle Action were the
financial institutions, including Merrill Lynch & Co., Citigroup, Inc. and
Salomon Smith Barney, Inc., CSFB, and JPMCB, as well as Vinson & Elkins, Rick
Causey, Jeff Skilling, and most of the other individual defendants. All of the
RICO claims, as well as the Texas common law conspiracy claim, were dismissed.
The Tittle plaintiffs may file an amended complaint by early
December 2003, and responsive pleadings will be due 60 days thereafter.
Depositions are scheduled to begin in January 2004, and trial remains set for
October 17, 2005.
Although the Tittle plaintiffs were ordered to participate,
and have participated, in the mediation described above in the Newby summary, it
is unclear whether the Tittle plaintiffs will continue to participate in the
mediation because the financial institutions have been dismissed from the Tittle
case.
(iii) THE OFFICIAL COMMITTEE OF UNSECURED
CREDITORS OF ENRON CORP. ET AL. V. FASTOW ET AL. (NO. 02-10-06531-CV, 9TH
JUDICIAL DISTRICT COURT, MONTGOMERY COUNTY, TEXAS; REMOVED TO U.S. DISTRICT
COURT, SOUTHERN DISTRICT OF TEXAS, HOUSTON DIVISION, NO. 02-3939). On October
16, 2002, the Creditors' Committee filed this action for the benefit of the ENE
estate, as authorized by the Bankruptcy Court, against Andrew S. Fastow, Ben
Glisan, Jr., Richard B. Buy, Richard A. Causey, Jeffrey K. Skilling, Kenneth L.
Lay, Kristina M. Morduant, Kathy Lynn, and Anne Yaeger Patel -- all of whom are
former officers or employees of ENE -- alleging that the defendants engaged in a
series of transactions between ENE and various SPEs to develop new sources of
financing using deals that would not be reflected on ENE's books, but that would
enrich the defendants personally at ENE's expense. The Montgomery County
Litigation was removed from Texas State District Court in Montgomery County to
the United States District Court for the Southern District of Texas, Houston
Division. On November 12, 2002, defendant Lay filed a notice to have the suit
consolidated with the Newby Action. On October 10, 2003, the federal court
granted the Creditors' Committee's motion to remand the case back to Montgomery
County. The Creditors' Committee reserves the right to amend its Complaint to
add defendants and/or assert additional causes of action as appropriate,
particularly in light of the anticipated final report of the ENE Examiner and
the report of the ENA Examiner as conflicts examiner, both of which are expected
to be released in November 2003.
(iv) ROSENZWEIG ET AL. V. AZURIX CORP., ET AL.
INCLUDING ENRON CORP. (NO. 00-CV-3493, U.S. DISTRICT COURT, SOUTHERN DISTRICT OF
TEXAS, HOUSTON DIVISION; 02-20804, U.S. COURT OF APPEALS, FIFTH CIRCUIT).
Investors in Azurix securities seek damages of approximately $20 million and
allege inadequacy of Azurix disclosures in its initial public offering
prospectus and subsequent SEC filings. In March 2002, the district court
dismissed all of Rosenzweig's claims against Azurix and the individual
defendants with prejudice; however, Rosenzweig's claims against ENE were
dismissed without prejudice because of ENE's pending
239
bankruptcy. Rosenzweig filed an appeal with the Fifth Circuit in July 2002, and
in July 2003, the Fifth Circuit affirmed the district court's decision.
b. PENDING PREFERENCE AND AVOIDANCE ACTIONS
Refer to Section IV.E., "Avoidance Actions" for further
information.
(i) ENRON CORP. AND ENRON NORTH AMERICA CORP. V.
CITIGROUP, INC, ET AL. (ADV. NO. 03-09266, U.S. BANKRUPTCY COURT, SOUTHERN
DISTRICT OF NEW YORK, MANHATTAN DIVISION). On September 24, 2003, ENE and ENA
filed suit against Citigroup, Inc., JPMorgan Chase & Co., Canadian Imperial Bank
of Commerce, Barclays, Merrill Lynch & Co., Inc. and Deutsche Bank AG and
certain of their subsidiaries and affiliates alleging that they knowingly
participated with a small group of former senior officers and managers of ENE in
a scheme to manipulate and misstate ENE's financial condition from 1997 to 2001.
The MegaClaim Litigation seeks, among other relief, to recover certain payments
received from ENE as preferential and/or fraudulent transfers, to equitably
subordinate the banks' claims against the Debtors' estates, and to recover
damages. Refer to Section IV.A.4.b., "ENE Examiner" for further information
regarding the findings of the ENE Examiner relating to certain issues that are
the subject of this litigation. The Debtors' reserve the right to amend their
Complaint to add defendants and/or additional causes of action as appropriate,
particularly in light of the anticipated final report of the ENE Examiner and
the report of the ENA Examiner as conflicts examiner, both of which are expected
to be released in November 2003.
(ii) ENRON CORP., ET AL. V. WHITEWING ASSOCIATES,
L.P., ET AL. (ADV. NO. 03-02116, U.S. BANKRUPTCY COURT, SOUTHERN DISTRICT OF NEW
YORK, MANHATTAN DIVISION). In February 2003, the Creditors' Committee filed a
motion pursuant to section 1109(b) of the Bankruptcy Code for authority to
commence an action on behalf of ENE against Whitewing LP, an affiliate of ENE,
and other entities in the Whitewing structure, and Osprey, under three theories:
(a) substantive consolidation of all the Whitewing entities; (b)
recharacterization of certain sales transactions to financings, on the ground
that true sales were not involved; and (c) recovery of preferential payments to
Whitewing entities. Also in February 2003, ENE commenced an avoidance action
pursuant to section 547(b) of the Bankruptcy Code against Whitewing LP, Osprey,
two representative investors in Osprey Notes and Certificates, and the two
indenture trustees for the Osprey Notes and Certificates. The complaint seeks to
recover approximately $957 million plus interest in preferential payments made
to Whitewing LP within one year of the Initial Petition Date. In March 2003, the
Creditors' Committee filed another motion seeking to intervene in the ENE
preference action and, alternatively, to consolidate the substantive
consolidation and recharacterization claims with ENE's preference claim. Upon
ENE's objections, on April 1, 2003, the Bankruptcy Court denied the Creditors'
Committee's motion for authority to sue, and granted only the motion to
intervene in ENE's preference action subject to the terms of section 1109(b) of
the Bankruptcy Code. ENE is engaged in settlement negotiations with the Osprey
investors.
Additionally, on February 5, 2003, the Creditors' Committee
filed a motion pursuant to sections 105 and 363 of the Bankruptcy Code
authorizing and approving the waiver of two types of contractual restrictions
that purport to limit the sale of assets of certain non-Debtor affiliates within
the Whitewing structure. As of November 3, 2003, the Bankruptcy
240
Court had not ruled on the Creditors' Committee motion seeking the waiver of
certain restrictions with respect to the sale of assets of certain non-Debtor
affiliates.
(iii) ENRON CORP. V. BANK OF AMERICA, N.A. (ADV.
NO. 02-03436, U.S. BANKRUPTCY COURT, SOUTHERN DISTRICT OF NEW YORK, MANHATTAN
DIVISION). In this action, filed on October 29, 2002, the Debtors seek to avoid
and recover on several grounds, including as preferential transfers and improper
setoffs, more than $123 million that BoA seized from an ENE bank account during
the three business days immediately prior to the Initial Petition Date. The
genesis of the complaint was a master letter of credit and reimbursement
agreement that ENE had entered into with BoA, pursuant to which BoA had issued
various letters of credit for or on behalf of various Debtors. Approximately $80
million of the funds seized by BoA were purportedly deposited by it into a "cash
collateral" account to reimburse itself for future draws under letters of credit
where ENE had a reimbursement obligation. BoA contends that it applied the
balance of $43 million in seized funds to offset amounts that it alleged were
owed by ENE for obligations it had guaranteed under two swap agreements between
BoA and ENE affiliates. BoA denied the allegations in the complaint and asserted
a single counterclaim seeking to terminate the automatic stay to allow it to
apply, as an offset, the $80 million that it had previously transferred to the
"cash collateral" account. The parties stipulated that the automatic stay would
not terminate under section 362(e) until the matter was fully resolved; the
Debtors answered the counterclaim. On May 9, 2003, JPMCB filed a motion to
intervene, which was subsequently withdrawn by stipulation among ENE, BoA and
JPMCB.
The Debtors believe that the preference cause of action under
section 547(b) of the Bankruptcy Code and the improper setoff cause of action
under section 553(b) are predicated upon simple and undisputed facts.
Accordingly, the Debtors filed a motion for summary judgment on these two causes
of action. On June 16, 2003 BoA filed a response to ENE's summary judgment
motion, and a cross-motion for summary judgment on the remaining causes of
action in the complaint. ENE and BoA filed reply and sur-reply briefs,
respectively. ENE intends to go forward at this time with summary judgment only
on the preference cause of action for approximately $80 million. The hearing on
ENE's motion was held on July 31, 2003, and the Bankruptcy Court took the matter
under advisement. BoA's cross-motion will be heard separately at a later date.
(iv) ENRON CORP. V. MASS MUTUAL LIFE INS. CO. ET
AL. (ADV. NO. 03-092682, U.S. BANKRUPTCY COURT, SOUTHERN DISTRICT OF NEW YORK,
MANHATTAN DIVISION). On November 6, 2003, ENE filed suit against Mass Mutual
Life Ins. Co. and certain of its affiliates, J.P. Morgan Securities, Inc.,
Goldman Sachs & Co., David L. Babson & Co., Bank One Ohio Trust Co., N.A.,
Investors Bank & Trust and MTB Investment Advisors, Inc. which were either
initial transferees of early redemptions of ENE commercial paper that were
prepaid between October 26, 2001 and November 6, 2001, prior to the stated
maturity dates of the commercial paper, or were entities for whose benefit the
prepayments were made, or were immediate or mediate transferees of the
prepayments. The suit alleges that the commercial paper holders urged ENE to
immediately prepay the commercial paper prior to maturity at its approximate
accrued par value or the price originally paid for the ENE commercial paper plus
accrued interest which was significantly higher than the market value for such
commercial paper and in violation of the terms of the sale of the commercial
paper notes. The suit seeks, among
241
other relief, to recover approximately $84.6 million in prepayments received
from ENE as preferential or fraudulent transfers plus interest.
(v) ENRON CORP. V. J.P. MORGAN SECURITIES, INC.,
ET AL. (ADV. NO. 03-092677, U.S. BANKRUPTCY COURT, SOUTHERN DISTRICT OF NEW
YORK, MANHATTAN DIVISION). On November 6, 2003, ENE filed suit against J.P.
Morgan Securities, Inc., Goldman Sachs & Co., Lehman Commercial Paper, Inc. and
other commercial paper holders and certain of their subsidiaries and affiliates
which were either initial transferees of early redemptions of ENE commercial
paper that were prepaid between October 26, 2001 and November 6, 2001, prior to
the stated maturity dates of the commercial paper, or were entities for whose
benefit the prepayments were made, or were immediate or mediate transferees of
the prepayments. The suit alleges that the commercial paper holders urged ENE to
immediately prepay the commercial paper prior to maturity at its approximate
accrued par value or the price originally paid for the ENE commercial paper plus
accrued interest which was significantly higher than the market value for such
commercial paper and in violation of the terms of the sale of the commercial
paper notes. The suit seeks, among other relief, to recover approximately $1
billion in prepayments received from ENE as preferential or fraudulent transfers
plus interest.
(vi) THE OFFICIAL COMMITTEE OF UNSECURED
CREDITORS OF ENRON CORP. ET AL. V. ARTHUR ANDERSEN L.L.P. (ADV. NO. 02-03119,
U.S. BANKRUPTCY COURT, SOUTHERN DISTRICT OF NEW YORK, MANHATTAN DIVISION). The
Creditors' Committee and ENE (as co-plaintiffs) commenced an adversary
proceeding on September 20, 2002 against Arthur Andersen seeking to avoid and
recover, as preferential transfers and/or fraudulent conveyances, almost $10
million in payments made during the 90 days immediately prior to the Initial
Petition Date. Of that amount, ENE paid Arthur Andersen approximately $9.4
million by wire transfer on or about November 29, 2001. Arthur Andersen answered
the complaint and simultaneously moved to withdraw the reference of the
adversary proceeding, alleging that it was entitled to a jury trial because it
had not filed any proofs of claim in the Chapter 11 Cases and was not,
therefore, a creditor subject to the equitable jurisdiction of the Bankruptcy
Court. Arthur Andersen indicated that it would not consent to a jury trial in
the Bankruptcy Court, as permitted by 28 U.S.C. Section 157(e). The Debtors
opposed the motion, which the district court denied as premature.
The Debtors subsequently filed a motion in the Bankruptcy
Court seeking a ruling that the adversary proceeding was a "core" proceeding
within the meaning of 28 U.S.C. Section 157(b). Although it initially opposed
the motion, after negotiations with the Debtors, Arthur Andersen signed a
stipulation acknowledging that the adversary proceeding is core. The Debtors and
Arthur Andersen also agreed that any factual issues would be tried in the
district court. This enabled the Bankruptcy Court to retain control over most of
the pretrial issues that might arise. Discovery is proceeding in this action.
(vii) THE OFFICIAL COMMITTEE OF UNSECURED
CREDITORS OF ENRON CORP. ET AL. V. KENNETH L. LAY AND LINDA P. LAY (ADV. NO.
03-02075, U.S. BANKRUPTCY COURT, SOUTHERN DISTRICT OF NEW YORK, MANHATTAN
DIVISION). The Creditors' Committee commenced an adversary proceeding on January
31, 2003 alleging that between May 3, 1999 and November 27, 2001, Mr. Lay used
shares of ENE common stock to repay over $94 million in cash loans he received
from ENE pursuant to a revolving loan agreement. The Creditors'
242
Committee seeks recovery of over $74 million of these repayments that occurred
within one year of the bankruptcy filing on the grounds that the tendering of
ENE's own stock to repay loans taken in cash was not a fair exchange for ENE and
that these repayments were fraudulent transfers subject to avoidance under the
Bankruptcy Code. In addition, the Creditors' Committee seeks to recover
approximately $10 million representing sums received by the Lays from ENE in
September 2001 when the Lays temporarily assigned their interest in two annuity
contracts to ENE in exchange for the cash. On June 23, 2003, the United States
District Court for the Southern District of New York denied the Lays' motion to
withdraw the reference of the adversary proceeding. Thus, the Bankruptcy Court
will retain jurisdiction over all pretrial issues. The parties have agreed to a
briefing schedule regarding the Lays' response to the amended complaint filed by
the Creditors' Committee. On July 16, 2003, the Lays filed a motion to dismiss
the amended complaint. The Creditors' Committee objected to the Lays' motion on
August 11, 2003. The motion is pending before the Bankruptcy Court. On November
7, 2003, the Bankruptcy Court entered a stipulation and order extending the time
for the Creditors' Committee to bring actions against the Lays on behalf of the
Debtors' estates until March 31, 2004. The Lays have waived any statute of
limitations defenses as to such actions.
c. TRADING LITIGATION. The Wholesale Services and Retail
Services Debtors and certain of their non-Debtor affiliates have filed a number
of adversary proceedings to recover amounts owed to certain Debtors and their
non-Debtor affiliates in connection with the wholesale trading and retail book
and the provision of services. In these cases, the Wholesale Services Debtors,
Retail Services Debtors, and the non-Debtor affiliates, among other things,
allege that counterparties wrongfully exercised control over the property of
Debtor estates; allege breach by counterparties of their contractual obligations
to pay debts; seek declarations that the non-mutual setoff (such as triangular
setoff), netting, termination, and joint and several liability provisions of
certain agreements are not enforceable; assert claims for turnover, violation of
automatic stay, breach of contract, and unjust enrichment; allege that the
counterparties' proofs of claim should be disallowed; and allege that
arbitration clauses are unenforceable. In other cases, the Wholesale Services
Debtors are named defendants facing allegations involving setoff, recoupment,
constructive trust, and piercing the corporate veil. The counterparties against
which these proceedings have been brought (or which, in some instances, have
initiated these proceedings), can be expected to raise counterclaims and
defenses to these actions, including fraudulent inducement.
(i) TRADING LITIGATION REFERRED TO MEDIATION.
Pursuant to a Bankruptcy Court order, the adversary proceedings listed below are
presently stayed (with certain limited exceptions) pending mediation before the
Honorable Allan L. Gropper, United States Bankruptcy Judge, Southern District of
New York or, as indicated below, have otherwise been resolved.
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TRADING ADVERSARIES REFERRED TO MEDIATION
CASE STYLE* ADV. NO. NATURE OF PROCEEDING AMOUNT**
- ---------------------------- -------- ----------------------------------------------------- -------------
Enron Power Marketing, Inc. 03-02125 EPMI seeks declaratory relief and recovery pursuant $38.9 million
v. IDACORP Energy, L.P. to IDACORP's failure to pay a termination payment
pursuant to the terms of a Western Systems Power Pool
Agreement entered into by the parties.
This case has settled for a confidential amount. On
May 23, 2003, the Bankruptcy Court entered a
stipulation dismissing the adversary proceeding with
prejudice.
Enron Energy Services, Inc. 02-03537 EESI seeks declaratory relief and recovery of $11.6 million
v. International Business approximately $11.6 million due to EESI resulting
Machines Corporation from IBM's refusal to pay for prepetition and
postpetition power deliveries to IBM's California
facilities.
This case has settled for a confidential amount,
pending Bankruptcy Court approval.
Enron North America Corp. 03-02094 ENA seeks declaratory relief and recovery of $11.8 million
v. Macromedia Incorporated approximately $11.8 million owed to ENA resulting
& North Jersey Media Group, from the early termination of a master agreement
Inc. between the parties providing for the purchase and
sale of financial derivative products.
This case has settled for a confidential amount. On
September 17, 2003, the Bankruptcy Court entered a
stipulation dismissing the adversary proceeding with
prejudice.
Enron Power Marketing, Inc. 02-03540 EPMI seeks declaratory relief and recovery of $18.6 million
v. Smurfit Stone Container approximately $18.6 million owing to EPMI resulting
Corporation from Smurfit's refusal to pay a termination payment
resulting from the early termination of an agreement
between the parties.
This case was settled for a confidential amount. On
October 16, 2003, the Bankruptcy Court entered a
stipulation dismissing the adversary proceeding with
prejudice.
Enron Power Marketing, Inc. 02-03539 EPMI seeks declaratory relief and recovery of $10.4 million
v. Old Dominion Electric approximately $10.4 million owing to EPMI resulting
Cooperative from Old Dominion's failure to pay a termination
payment resulting from the early termination of an
agreement between the parties.
This case has settled for a confidential amount. On
October 17, 2003, the Bankruptcy Court entered a
stipulation dismissing the adversary proceeding with
prejudice.
244
CASE STYLE* ADV. NO. NATURE OF PROCEEDING AMOUNT**
- ---------------------------- -------- ----------------------------------------------------- -------------
Enron Power Marketing, Inc. 03-02074 Action for declaratory relief and to recover payment $21.6 million
v. GPU Services, Inc. et al. of approximately $21.6 million stemming from
postpetition termination of numerous energy
transactions.
This case has been settled for a confidential amount,
pending Bankruptcy Court approval.
Cinergy Corp. et al v. 03-02097 Plaintiffs Cinergy Corp., Cinergy Capital & Trading, $40 million
Enron Corp., ENA, EPMI, Inc., Cinergy Marketing & Trading, L.P., Cinergy
EESI & non-debtor Enron Canada, Inc., Cinergy Global Trading, Ltd.,
Canada Corp. Cincinnati Gas & Electric, PSI Energy, Inc. and
Cinergy Services, Inc. seek declaratory relief and
set-off of approximately $40 million ($14.5 million
owed to Cinergy Marketing & Trading; $11.1 million
owed to Cincinnati Gas & Electric and $14.9 million
owed to Cinergy Global Trading) as setoff arising
from a series of forward contracts involving the sale
of electricity, natural gas commodities and
derivatives between the parties. The plaintiffs also
seek to pierce the corporate veil and request that a
constructive trust be imposed. On April 11, 2003, the
defendants filed a motion to dismiss for failure to
state a claim upon which relief can be granted.
This case has been settled for a confidential amount,
pending Bankruptcy Court approval.
Enron North America Corp. 03-03129 ENA seeks declaratory judgment and recovery of $16 million
v. Medianews Group, Inc. approximately $16 million from Medianews for its
failure to pay the termination payment due and owing
to ENA as a result of the early termination of a
master ISDA agreement entered into by the parties in
October 1998. On July 11, 2003, Medianews filed a
motion to dismiss and to compel arbitration.
This case has settled for a confidential amount,
pending Bankruptcy Court approval.
Utah Associated Municipal 02-02250 UAMPS seeks a declaration that the master power $14 million
Power Systems v. Enron purchase and sale agreement it entered into with EPMI
Power Marketing, Inc. and under which EPMI is required to provide UAMPS with a
Enron Corp. fixed amount of firm energy is void and unenforceable
because of ENE's and EPMI's alleged fraud in the
inducement of UAMPS's execution of the agreement to
supply electricity to their customers. On December
10, 2002, EPMI filed its answer and counterclaim
seeking an order ordering UAMPS to turn over the
termination payment owed by it to EPMI, and seeking
damages of approximately $14 million plus interest
resulting from UAMPS's failure to pay EPMI the
termination payment, permanently suspending
performance under the master power purchase and sale
agreement and
245
CASE STYLE* ADV. NO. NATURE OF PROCEEDING AMOUNT**
- ---------------------------- -------- ----------------------------------------------------- -------------
failing to pay an accelerated liquidated damages
payment.
Enron Power Marketing, Inc. 03-03131 EPMI seeks declaratory judgment and recovery of $7 million
v. City of Vernon approximately $7 million from the City of Vernon for
its failure to pay the termination payment due and
owing to EPMI as a result of the early termination of
transaction agreements entered into pursuant to the
Western Systems Power Pool Agreement.
Enron Power Marketing, Inc. 03-02164 EPMI has sued El Paso Merchant Energy, L.P. and El $42 million
v. El Paso Merchant Energy, Paso Corp. seeking declaratory relief and recovery of
LP et al. approximately $42 million owed for prepetition
receivables and liquidated damages for the early
termination of transactions under a master power
purchase and sale agreement entered into between the
parties. El Paso has filed a motion to dismiss the
adversary proceeding and a motion to compel
arbitration.
Enron Corp. et al. 02-03468 Various of the Enron Companies commenced this $230 million
including co-Debtors ENA, adversary proceeding against Dynegy and certain of
EPMI, EESI, ECTRIC, EGLI, its affiliates, seeking recovery of approximately
EBS and EnronOnline, LLC, $230 million (plus interest) in connection with the
Enron Capital & Trade early termination of various trading agreements
Resources Corp., Enron between the parties. In addition, the plaintiffs
Capital & Trade Resources, seek a declaration that the set off, netting,
Ltd. And non-Debtor Enron termination and joint and several liability
Canada Corp. v. Dynegy, provisions of a master netting setoff and security
Inc. et al. agreement entered into by the parties in November
2001 are invalid, unenforceable and avoidable. The
Dynegy defendants contend that if the master netting
agreement is enforceable, the plaintiffs would owe
the defendants $93 million. Dynegy's motion to compel
arbitration, which was fully briefed and argued on
January 16, 2003, is sub judice.
Enron Corp, et al. 03-02073 This suit by Debtors ENE, ENA, EPMI, EESI, ENA $13.3 million
including co-Debtors ENA, Upstream, EBS and non-Debtor Enron Canada against
EPMI, EESI, ENA Upstream Reliant and its Canadian subsidiary involves a
and EBS and non-Debtor dispute regarding the validity, enforceability and
Enron Canada Corp. v. avoidability of a master netting setoff and security
Reliant Energy Services, agreement entered into between the parties
Inc. et al. twenty-four days prior to the Initial Petition Date.
The Enron entities seek declaratory relief and
recovery of approximately $13.3 million resulting
from Reliant's
246
CASE STYLE* ADV. NO. NATURE OF PROCEEDING AMOUNT**
- ---------------------------- -------- ----------------------------------------------------- -------------
refusal to pay final termination payment resulting
from the early termination of the agreement between
the parties.
Enron Power Marketing, Inc. 03-03180 EPMI seeks declaratory relief and recovery of $36 million
v. Allegheny Energy Supply approximately $36 million for AES's failure to pay
Co., LLC prepetition receivables and to return cash collateral
provided by EPMI under the master energy purchase and
sale agreement entered into by the parties following
AES's early termination of the agreement.
Enron North America Corp. 02-03542 ENA seeks payment of contractual consideration and $31 million
v. The American Coal Company forward contract value totaling approximately $31
million from American Coal representing sums owed to
ENA for its agreement to forgo the delivery of
certain quantities of coal from specified mines and
the forward value of the remaining term of the coal
purchase agreement between the parties. On June 25,
2003, American Coal's motion to withdraw the
reference was denied, and American Coal filed a
motion to certify such order for interlocutory
appeal.
Enron North America Corp. 03-03054 ENA seeks declaratory relief and recovery of $6.9 million
v. Knauf Fiber Glass GmbH approximately $6.9 million from Knauf for Knauf's
failure to pay a termination payment due and owing
pursuant to the terms of an ISDA master agreement and
financial swap entered into by the parties. On June
16, 2003, Knauf filed a demand for jury trial.
Enron North America Corp. 02-03032 ENA seeks recovery of approximately $11.7 million for $11.7 million
v. Knight-Ridder, Inc. Knight-Ridder's failure to pay a termination payment
resulting from Knight-Ridder's early termination of
an agreement between the parties.
Enron North America Corp. 02-03543 ENA seeks declaratory relief and payment of $60 million
v. Noble Gas Marketing, approximately $60 from Noble for Noble's failure to
Inc., Samedan Oil Corp. and pay prepetition receivables and early termination
Aspect Resources, LLC payments related to several agreements between the
parties.
Enron North America Corp. 02-03033 ENA seeks recovery of approximately $23 million for $23 million
v. Tribune Company Tribune's failure to pay a termination payment due
and owing for Tribune's early termination of an
agreement between the parties.
Enron Power Marketing, Inc. 02-03541 Suit against AES Corp., Constellation New Energy, $43.8 million
v. AES Corporation et al. Inc., f/k/a AES New Energy, Inc. and CILCO seeking
declaratory relief and damages of approximately $43.8
million from Constellation and CILCO
247
CASE STYLE* ADV. NO. NATURE OF PROCEEDING AMOUNT**
- ---------------------------- -------- ----------------------------------------------------- -------------
resulting from their failure to pay prepetition
receivables, postpetition receivables and amounts
owed to EPMI resulting from the early termination of
two separate agreements between the parties. AES
Corp. is a party because it executed a guaranty
agreement on behalf of its subsidiary and
predecessor-in-interest Constellation. Constellation
and CILCO filed a motion to dismiss and or to strike
certain portions of the complaint, which is pending.
Enron Power Marketing, Inc. 03-02062 Action for declaratory relief and recovery of $8 million
v. City of Palo Alto approximately $8 million for Palo Alto's failure to
pay a termination payment resulting from the early
termination of an agreement between the parties.
Enron Power Marketing, Inc. 03-02063 Action for declaratory relief and recovery of $40 million
v. City of Palo Alto approximately $40 million for Palo Alto's failure to
pay a termination payment resulting from the early
termination of an agreement between the parties.
Enron Power Marketing, Inc. 02-02719 Action for recovery of approximately $146.5 million $146.5 million
v. City of Santa Clara - due to Santa Clara's breach of a master energy
Silicon Valley Power purchase and sale agreement.
Enron Power Marketing, Inc. 03-02066 Action for declaratory relief and payment of $11.4 million
v. Conectiv Energy Supply, approximately $11.4 million due to Conectiv's
Inc. failure to pay prepetition receivables and a
termination payment resulting from the early
termination of a master power purchase and sale
agreement.
Enron Power Marketing, Inc. 03-02096 Action for declaratory relief and to recover $6.8 million
v. Luzenac America, Inc. approximately $6.8 million for pre- and postpetition
electricity sales pursuant to a master purchase
agreement.
Enron Power Marketing, Inc. 02-02520 EPMI filed this adversary proceeding to recover $309.5 million
v. Nevada Power Company and approximately $309.5 million owing to EPMI pursuant
SPPC and third party to certain power purchase and sale transactions
defendant, Enron Corp. between EPMI and NPC and SPPC governed by the Western
Systems Power Pool Agreement. On September 13, 2002,
the court denied SPPC's and NPC's motion to stay or
to dismiss the adversary proceeding pending the
outcome of their FERC proceeding against EPMI and
others. On December 5, 2002, NPC and SPPC filed their
answer and counterclaim alleging that EPMI wrongfully
terminated the Western Systems Power Pool Agreement,
breached the covenant of good faith and fair dealing,
and violated the Nevada Unfair Trade Practices Act.
The counterclaim also contains allegations of fraud
on the market/market manipulation and RICO claims
against EPMI, ENE, and Timothy Belden. NPC and SPPC
seek
248
CASE STYLE* ADV. NO. NATURE OF PROCEEDING AMOUNT**
- ---------------------------- -------- ----------------------------------------------------- -------------
unspecified actual and punitive damages and
injunctive relief. ENE filed a motion to dismiss the
counterclaim.
EPMI filed a motion for partial summary judgment and
on January 14, 2003, the Bankruptcy Court entered an
order granting the motion as to EPMI's claim for
damages for power that was delivered to the
defendants. NPC was ordered to pay damages plus
prejudgment interest totaling $17.6 million with
interest of $5,695 accruing daily until paid. SPPC
was ordered to pay damages plus prejudgment interest
totaling $6.8 million with interest of $2,136
accruing daily until paid. EPMI has filed a motion to
dismiss the counterclaim filed by NPC and SPPC. On
March 14, 2003, the Nevada PUC filed a motion to join
in EPMI's motion to dismiss the counterclaim. On June
9, 2003, Nevada Power filed its opposition to EPMI's
motion to dismiss the counterclaim. On June 27, 2003,
defendant Timothy Belden filed a motion to stay this
civil proceeding against him pending resolution of
his criminal proceedings or, in the alternative, for
additional time in which to respond to the
counterclaim. Refer to Section IV.C.2.a(iii)(B),
"Timothy Belden Plea" for further information on the
criminal proceedings against Mr. Belden.
On August 28, 2003, the Bankruptcy Court issued an
opinion granting summary judgment in favor of EPMI on
the remaining issues in the case. Thereafter, NPC and
SPPC filed a motion for reconsideration.
On September 24, 2003, Timothy Belden filed a motion
to dismiss. On September 26, 2003, the court entered
an order granting final judgment in favor of EPMI and
dismissing NPC and SPPC's counterclaims against EPMI
and ENE. On the same date NPC and SPPC filed a motion
for stay pending appeal and for an extension of the
automatic stay pending a determination of the motion.
NPC has filed a notice of appeal, and EPMI has filed
a cross-appeal. EPMI has also filed a motion for
registration of the judgment in the districts of
Nevada and Eastern California. On October 6, 2003,
SPPC and NPC filed a complaint with FERC asking it to
prevent EPMI from collecting the judgment. On October
15, 2003, the Bankruptcy Court entered a stipulation
and order in which EPMI agreed not to execute upon
the final judgment or institute any proceedings for
its enforcement for a period of sixty days from the
date of the FERC order granting EPMI's motion
extending its time to answer NPC's and SPPC's
complaint filed in FERC Docket
249
CASE STYLE* ADV. NO. NATURE OF PROCEEDING AMOUNT**
- ---------------------------- -------- ----------------------------------------------------- -------------
EL04-01 until October 27, 2003. On October 20, 2003,
NPC and SPPC filed their opposition to Belden's
motion to dismiss. On October 30, 2003, the
Bankruptcy Court granted Belden's motion to dismiss.
On November 6, 2003, the court issued a ruling
staying the execution of the judgment in favor of
EPMI and ordering NPC and SPPC to place $338 million
in bonds and approximately $280,000 in cash for
prejudgment interest into an escrow account with an
additional $35 million in cash to be paid into the
account within ninety days after the date of the
court's final order. On November 10, 2003, NPC and
SPPC filed their notice of appeal.
Enron Power Marketing, Inc. 03-02064 EPMI seeks declaratory relief and recovery of $116.8 million
v. Public Utility District approximately $116.8 million owing to EPMI resulting
No. 1 of Snohomish County from Snohomish's failure to pay a termination payment
resulting from the early termination of an agreement
between the parties.
Enron Power Marketing, Inc. 02-03538 EPMI seeks declaratory relief and recovery of $2.5 million
v. Select Energy, Inc. approximately $2.5 million owing to EPMI resulting
from Select's refusal to pay postpetition debts it
owes EPMI under power purchase and sale agreement
between the parties.
This case has settled for a confidential amount,
pending Bankruptcy Court approval.
Enron Power Marketing, Inc. 03-02065 EPMI seeks declaratory relief and recovery of $8.3 million
v. The United Illuminating approximately $8.3 million owing to EPMI resulting
Co. and UIL Holdings Corp. from UIC's refusal to pay a postpetition debt it owes
EPMI under power supply agreement between the
parties. On July 3, 2003, UIL filed a motion to
withdraw the reference, which was denied.
Enron Power Marketing, Inc. 03-02107 EPMI seeks declaratory relief and recovery of $22 million
v. Valley Electric approximately $22 million from VEA resulting from the
Association, Inc. early termination of a master agreement between the
parties and for liquidated damages arising from VEA's
postpetition conduct.
Enron Power Marketing, Inc. 03-03178 EPMI seeks declaratory relief and recovery of $16.7 million
v. Wabash Valley Power approximately $16.7 million for Wabash's failure to
Association pay a termination payment upon the early termination
of the master power agreement between the parties.
American Home Assurance Co. 03-02168 American Home filed this declaratory judgment action $125.9 million
& AIG Energy Trading, Inc. seeking declaratory relief and setoff of a $56
v. Enron Corp., Enron North million prepetition debt that AIGE owes ENA pursuant
America Corp. & Enron to forward transactions entered into between the
Natural Gas Marketing Corp. parties against a $125.9 million debt that ENGMC &
ENE owe American Home. American Home also alleges
alter ego and fraud claims. The defendants
250
CASE STYLE* ADV. NO. NATURE OF PROCEEDING AMOUNT**
- ---------------------------- -------- ----------------------------------------------------- -------------
filed a motion to dismiss for lack of standing and
failure to state a claim upon which relief can be
granted. On July 31, 2003, the Creditors' Committee
filed a motion to join the Debtors' motion to
dismiss. AIGE has moved to lift the stay. The Debtors
and the Creditors' Committee took no position with
respect to the motion. On July 24, 2003, the
Bankruptcy Court entered an order granting the motion
to lift stay on the briefing and submission of the
motion to dismiss. On August 21, 2003, American Home
filed its opposition to the motion to dismiss. On
September 16, 2003, the Debtors and the Creditors'
Committee filed their reply to American Home's
opposition to ENE's motion to dismiss. Refer to
Sections III.F.33., "Mahonia Prepaid Forward
Contracts", IV.C.1.c(ii)(B)., "American Home
Assurance Co. & Federal Insurance Co. v. Enron
Natural Gas Marketing Corp., Enron Corp., JPMorgan
Chase & Co., and American Public Energy Agency" and
IV.C.1.d(iii)., "JPMorgan Chase Bank, for and on
behalf of Mahonia Limited and Mahonia Natural Gas
Limited v. Liberty Mutual Insurance Company,
Travelers Casualty & Surety Company, St. Paul Fire
and Marine Insurance Company, Continental Casualty
Company, National Fire Insurance Company of Hartford,
Fireman's Fund Insurance Company, Safeco Insurance
Company of America, The Travelers Indemnity Company,
Federal Insurance Company, Hartford Fire Insurance
Company, and Lumbermens Mutual Casualty Company".
Duke Energy Trading and 02-03609 The plaintiffs have filed suit against ENE, EESI, $150.3 million
Marketing, LLC and Duke ELFI, ENA, ENA Upstream, EPMI, and ERAC seeking a $12 million
Energy Merchants, LLC v. declaration affirming the rights of each entity to
Enron Corp., Enron Energy set off its respective debts arising from a series of
Services, Inc., Enron forward contracts involving electricity, natural gas
Liquid Fuels, Inc., Enron and other commodities between the parties.
North America Corp., ENA Specifically, Duke Energy Trading & Marketing seeks a
Upstream Company, LLC, setoff of $150.3 million and Duke Energy Merchants
Enron Power Marketing, Inc. seeks a setoff of $12 million. Duke also seeks a
and Enron Reserve declaration that the Enron entities are a "single
Acquisition Corp. business enterprise" thereby allowing Duke to pierce
the corporate veil. On January 31, 2003, Duke filed
an amended complaint under seal adding factual
allegations regarding the single business enterprise
theory. The Creditors' Committee has filed a motion
to intervene and a motion to dismiss the amended
complaint. On February 15, 2003, the Enron entities
filed a motion to dismiss the claim for lack of
standing and failure to state a claim upon which
relief can be granted. On April 1, 2003, the
Bankruptcy Court granted the Creditors' Committee's
motion to intervene. On
251
CASE STYLE* ADV. NO. NATURE OF PROCEEDING AMOUNT**
- ---------------------------- -------- ----------------------------------------------------- -------------
April 17, 2003, the Bankruptcy Court entered a
memorandum opinion ruling that Duke does not have
standing to pierce the corporate veil or to seek the
imposition of a constructive trust. On April 22,
2003, the Bankruptcy Court issued an order dismissing
the amended complaint. On April 30, 2003, Duke filed
its notice of appeal. The parties have submitted
briefs to the U.S. District Court for the Southern
District of New York, oral arguments on the appeal
were held on September 19, 2003, and the parties are
awaiting a decision from the District Court.
Texaco, Inc. in its 03-02130 Texaco et al., including Bridgeline Holdings, has Unspecified
individual capacity and as filed this adversary action seeking declarations as
sole general partner of to the rights, obligations and responsibilities of
Bridgeline Holdings, et al. the parties to an ISDA master agreement entered into
v. Enron North America Corp. between Texaco and ENA in April 1998. On April 17,
2003, ENA filed a motion to dismiss the adversary
action for failure to state a claim upon which relief
can be granted.
Amerada Hess Corp. et al v. 03-4770 Amerada Hess Corp., Amerada Hess Trading Co., L.L.C. $6.1 million
Enron Corp. et al and Hess Energy Trading Co. (UK) Limited have filed a
declaratory judgment action against ENE, ENA, EPMI,
Enron Upstream, ERAC, EESI, ELFI and ECTRIC seeking
the imposition of a constructive trust, a declaration
that ENE's corporate veil should be pierced and a
declaration affirming Amerada Hess's right to set off
debts of approximately $6.1 million it owes the Enron
entities against approximately $24.2 million the
Enron entities owe Amerada Hess arising from various
commodity and derivative trading contracts between
the parties. The Enron defendants' answers were due
on August 15, 2003. On July 17, 2003, Amerada Hess
filed a motion to withdraw the reference. On August
20, 2003, the Enron defendants filed a motion to
dismiss the adversary proceeding. On September 8,
2003, the Bankruptcy Court entered a stipulation and
order governing the intervention of the Creditors'
Committee. On September 18, 2003, the Creditors'
Committee joined the Enron defendants' motion to
dismiss.
Enron North America Corp. 03-6159 ENA seeks declaratory relief and recovery of $8 million
v. The New York Times Co. approximately $8 million due and owing to ENA as a
result of the NYT's early termination of an ISDA
agreement entered into between the parties. ENA also
seeks declarations that the arbitration provision is
unenforceable and that NYT is not entitled to
rescission of the agreement. On September 9, 2003,
NYT filed its answer and counterclaim alleging that
it relied to its detriment on ENA's fraudulent
misrepresentations and seeking recovery of
252
CASE STYLE* ADV. NO. NATURE OF PROCEEDING AMOUNT**
- ---------------------------- -------- ----------------------------------------------------- -------------
approximately $629,000 representing the loss it
suffered as a result of ENA's termination of the ISDA
or in the alternative seeking a declaration that the
contract between the parties is void.
Enron North America Corp. 03-8418 On August 11, 2003, ENA brought this adversary $38.5 million
v. Canadian Imperial Bank proceeding seeking declaratory relief and recovery of
of Commerce approximately $38.5 million (less cash collateral of
approximately $9.8 million held by ENA) from CIBC for
its failure to pay prepetition receivables and a
termination payment resulting from CIBC's early
termination of an ISDA master agreement entered into
between the parties. CIBC filed its answer on
September 18, 2003.
Enron North America Corp. 03-8764 On August 18, 2003, ENA filed an adversary proceeding $4.1 million
v. Random House, Inc. & seeking declaratory relief and recovery of
Bertelsmann, Inc. approximately $4.1 million from Random House (and
Bertelsmann as Guarantor) for Random House's failure
to pay a termination payment resulting from
defendants' early termination of an ISDA master
agreement entered into between the parties. Random
House filed its answer on September 29, 2003.
Enron Power Marketing, Inc. 03-8655 On August 13, 2003, EPMI filed an adversary $4.1 million
v. Ash Grove Cement proceeding seeking declaratory relief and recovery of
Company, Inc. approximately $4.1 million from Ash Grove for its
failure to pay a termination payment resulting from
Ash Grove's early termination of a master power
purchase and sale agreement entered into by the
parties. On September 18, 2003, Ash Grove filed its
answer to the complaint. On September 22, 2003, Ash
Grove filed its answer and a motion to dismiss the
adversary proceeding and to compel arbitration.
Enron Power Marketing, Inc. 03-8486 On August 12, 2003, EPMI filed this adversary $4.5 million
v. Louisiana-Pacific Corp. proceeding seeking declaratory relief and recovery of
approximately $4.5 million from Louisiana-Pacific for
its failure to pay (i) a termination payment, (ii)
liquidated damages, and (iii) an amount for the
postpetition delivery of power, all due and owing
pursuant to the terms of a master power purchase and
sale agreement entered into by the parties. On
September 30, 2003, the Bankruptcy Court entered a
stipulation and order extending the time for
Louisiana-Pacific to answer the complaint until 20
days following the conclusion of the mediation.
253
CASE STYLE* ADV. NO. NATURE OF PROCEEDING AMOUNT**
- ---------------------------- -------- ----------------------------------------------------- -------------
Enron North America Corp. 03-9360 On September 26, 2003, ENA filed this action seeking $45.2 million
v. Goldman Sachs Capital declaratory relief and recovery of approximately
Markets, L.P., et al. $45.2 million from Goldman Sachs Capital Markets,
L.P. for its failure to pay a termination payment
resulting from its early termination of an ISDA
Master Agreement entered into between the parties.
This adversary proceeding also seeks to recover
damages from Goldman Sachs Group, L.P. and Goldman
Sachs Group, Inc. as guarantors of the obligations of
Goldman Sachs Capital Markets, L.P.
Enron Capital & Trade 03-9363 On September 26, 2003, ECTRIC filed this action $5.1 million
Resources International seeking declaratory relief and recovery of
Corp. v. Louis Dreyfus LGP approximately $5.1 million from Dreyfus for its
Services, Ltd. failure to pay (i) a termination payment and (ii) an
amount for postpetition delivery of propane, all due
and owing pursuant to the terms of a Transaction
Agreement and swap confirmation agreements entered
into between the parties. The defendants' deadline to
answer the complaint was extended to December 5, 2003
by agreement of the parties.
Enron North America Corp. 03-9366 On September 26, 2003, ENA commenced this adversary $1.4 million
v. Louis Dreyfus Plastics proceeding to seek declaratory relief and recovery of
Corp. n/k/a Louis Dreyfus approximately $1.4 million from Dreyfus for its
Energy Services, L.P. failure to pay a termination payment resulting from
Dreyfus's early termination of a swap confirmation
agreement entered into between the parties. The
defendants' deadline to answer the complaint was
extended to December 5, 2003 by agreement of the
parties.
Enron Capital & Trade 03-9373 On September 26, 2003, ECTRIC filed this adversary $2.6 million
Resources International proceeding seeking declaratory relief and recovery of
Corp. v. Louis Dreyfus approximately $2.6 million from Louis Dreyfus Corp.,
Corp., et al. Louis Dreyfus Energy, Ltd., and Louis Dreyfus
Refining and Marketing, Ltd. for their failure to pay
a termination payment resulting from Dreyfus's early
termination of swap confirmation agreements entered
into between the parties. The defendants' deadline to
answer the complaint was extended to December 5, 2003
by agreement of the parties.
Enron North America Corp. 03-9376 On September 26, 2003, ENA commenced this action, $1.5 million
v. Louis Dreyfus Corp. seeking declaratory relief and recovery of
approximately $1.5 million from Dreyfus for its
failure to pay a termination payment resulting from
Dreyfus's early termination of an ISDA Master
Agreement entered into between the parties. The
defendants' deadline to answer the complaint was
extended to December 5, 2003 by agreement of the
254
CASE STYLE* ADV. NO. NATURE OF PROCEEDING AMOUNT**
- ---------------------------- -------- ----------------------------------------------------- -------------
parties.
Enron North America Corp. 03-9377 On September 26, 2003, ENA filed this action, which $2.7 million
v. Louis Dreyfus Energy seeks declaratory relief and recovery of
Services, L.P. approximately $2.7 million from Dreyfus for its
failure to pay a termination payment resulting from
Dreyfus's early termination of an ISDA Master
Agreement entered into between the parties. The
defendants' deadline to answer the complaint was
extended to December 5, 2003 by agreement of the
parties.
Enron North America Corp. 03-9517 On September 29, 2003, ENA filed this adversary $125 million
v. AEP Energy Services, Inc. proceeding, which seeks declaratory relief and
recovery of approximately $125 million from AEP for
its failure to return excess collateral and to pay
matured debts owed to ENA pursuant to the terms of
(i) an ISDA agreement together with the "Schedule"
and "Credit Support Annex" attached thereto, (ii) a
GISB Base Contract for Short-Term Sale and Purchase
of Natural Gas, and (iii) a series of other physical
and financial contracts entered into between the
parties. By agreement of the parties, AEP's deadline
to answer has been extended to December 9, 2003.
Enron North America Corp. 03-9515 On September 29, 2003, ENA instituted this action, $18 million
v. Maclaren Energy, Inc. seeking declaratory relief and recovery of
and Great Lakes Power, Inc. approximately $18 million from Maclaren and Great
Lakes, as guarantor for Maclaren, for their failure
to pay a termination payment resulting from
Maclaren's early termination of an ISDA Master
Agreement entered into between the parties. By
stipulation between the parties, the defendants'
deadline to answer has been extended to November 14,
2003.
255
CASE STYLE ADV. NO. NATURE OF PROCEEDING AMOUNT**
- --------------------------------------------------------------------------------------------------------------
Enron Power Marketing, Inc. 03-92640 On October 22, 2003, EPMI brought suit seeking $3 million
v. Holcim (Us), Inc., f/k/a declaratory relief and payment of more than $3
Holman Inc. million that is property belonging exclusively to
EPMI's estate. EPMI alleges that Holcim has
wrongfully exercised control over the property of
EPMI's estate and breached its contractual
obligations by failing to pay this debt to EPMI
as required under the clear and express terms of
a Master Power Purchase and Sale Agreement
entered into between the parties on June 29,
2001. The complaint asserts claims for
declaratory relief, turnover, violation of the
automatic stay, breach of contract and unjust
enrichment.
* All cases are pending in the Bankruptcy Court or the U.S. District
Court for the Southern District of New York.
** Amounts are taken from pleadings and are approximate.
(ii) DOMESTIC TRADING LITIGATION NOT REFERRED TO MEDIATION
(A) CONNECTICUT RESOURCE RECOVERY AUTHORITY v.
ENRON CORP., ET. AL. INCLUDING ENRON POWER MARKETING, INC. (ADV. No. 02-02727,
U.S. BANKRUPTCY COURT, SOUTHERN DISTRICT OF NEW YORK, MANHATTAN DIVISION). On
July 22, 2002, CRRA instituted this adversary proceeding seeking imposition of a
constructive trust in the amount of $220 million against the Debtors' estates.
CRRA's suit alleged that it was entitled to priority recovery of the $220
million, which was paid by a third party to EPMI, allegedly on CRRA's behalf in
connection with a series of contracts for the generation, purchase, and sale of
power. CRRA argued that the contracts were invalid at their inception. The
Bankruptcy Court dismissed the adversary proceeding on April 17, 2003 and held
that even assuming the contracts were invalid, CRRA had no legal interest or
property right in the $220 million, and also that CRRA's allegation that it was
entitled to special priority recovery status as a government agency was without
merit. CRRA filed a motion for re-argument and reconsideration of the dismissal
order, to which ENE filed its opposition on May 9, 2003. The Bankruptcy Court
has denied CRRA's motion for reconsideration, and CRRA has filed a notice of
appeal.
(B) AMERICAN HOME ASSURANCE CO. & FEDERAL
INSURANCE CO. v. ENRON NATURAL GAS MARKETING CORP., ENRON CORP., JPMORGAN CHASE
& CO., AND AMERICAN PUBLIC ENERGY AGENCY (ADV. No. 02-02171, U.S. BANKRUPTCY
COURT, SOUTHERN DISTRICT OF NEW YORK, MANHATTAN DIVISION). On March 15, 2002,
American Home. and Federal Insurance Co. filed an adversary proceeding seeking a
declaratory judgment and injunctive relief related to excess collateral payments
in the approximate amount of $33.5 million held by JPMorgan Chase & Co. This
matter relates to an April 1999 prepaid natural gas forward sale contract
between ENGMC and American Public Energy Agency, a Nebraska political
subdivision, in which APEA paid approximately $287 million to ENGMC for ENGMC's
contract to deliver natural gas to APEA over a twelve year period. The
plaintiffs' motion for summary judgment was heard on October 17, 2002. On
February 25, 2003, the Bankruptcy Court entered a memorandum decision and order
denying the plaintiffs' motion for summary judgment and granting ENE's and
ENGMC's request for dismissal of the complaint. The
256
plaintiffs filed their notice of appeal on March 5, 2003 and have filed their
appellants' briefs. Refer to Sections III.F.33., "Mahonia Prepaid Forward
Contracts", IV.C.1.c(i)., "Trading Litigation Referred to Mediation" and
IV.C.1.d(iii)., "JPMorgan Chase Bank, for and on behalf of Mahonia Limited and
Mahonia Natural Gas Limited v. Liberty Mutual Insurance Company, Travelers
Casualty & Surety Company, St. Paul Fire and Marine Insurance Company,
Continental Casualty Company, National Fire Insurance Company of Hartford,
Fireman's Fund Insurance Company, Safeco Insurance Company of America, The
Travelers Indemnity Company, Federal Insurance Company, Hartford Fire Insurance
Company, and Lumbermens Mutual Casualty Company" for further information.
(C) HENDRICKS, ON BEHALF OF HERSELF AND ALL
OTHERS SIMILARLY SITUATED AND ON BEHALF OF THE GENERAL PUBLIC v. DYNEGY POWER
MARKETING, INC., ENRON ENERGY SERVICES, ENRON POWER MARKETING, INC., PG&E ENERGY
TRADING, RELIANT ENERGY SERVICES, INC., SEMPRA ENERGY TRADING, SEMPRA ENERGY
RESOURCES, SOUTHERN COMPANY ENERGY MARKETING, WILLIAMS ENERGY MARKETING AND
TRADING, WILLIAM ENERGY SERVICES COMPANY, DUKE ENERGY TRADING AND MARKETING,
L.L.C., NRG ENERGY, MORGAN STANLEY CAPITAL GROUP, INC. AND DOES 1 THROUGH 200
INCLUSIVE (WHOLESALE ELECTRICITY ANTITRUST CASES I & II, JUDICIAL COUNCIL
COORDINATION PROCEEDING NOS. 4204-00005 AND 4204-00006, SUPERIOR COURT, SAN
DIEGO COUNTY, CALIFORNIA). EPMI and EES have been sued in four separate cases,
including the Hendricks class action, all alleging violations of the California
anti-trust and unfair competition laws. The cases have now been consolidated in
California state court, and are currently stayed as to EPMI and EES.
(D) ENRON NORTH AMERICA CORP. v. ANTARRA
RESOURCES, INC. AND BADAK GAS MARKETING, INC. (No. 2000-42097, 157TH JUDICIAL
DISTRICT COURT, HARRIS COUNTY, TEXAS). Badak Resources, a subsidiary of Antarra
Resources, Inc., defaulted on a gas sales agreement with ENA. Antarra, Badak's
parent, guaranteed performance under the contract. ENA's damages are
approximately $8.4 million. Antarra claims ENA's damages are approximately $2.5
million. ENA's motion for summary judgment on the liability issue under the gas
sales contract was granted on December 12, 2000. Antarra has filed a
counterclaim alleging breach of a confidentiality agreement and fraud. Antarra
has produced an expert report purportedly supporting a claim to $16.6 million in
damages on its counterclaim. On October 10, 2001, Badak filed a plea in
intervention, alleging claims for breach of contract and violations of the Texas
Deceptive Trade Practices Act against ENA. The case has been stayed by ENA's
bankruptcy filing. In October 2002, the court entered an order retaining the
case on the docket.
(E) FRONTERA GENERATION LIMITED PARTNERSHIP v.
ENRON POWER MARKETING, INC. AND ELECTRIC RELIABILITY COUNCIL OF TEXAS, INC.
(ADV. No. 02-08004, U.S. BANKRUPTCY COURT, SOUTHERN DISTRICT OF NEW YORK,
MANHATTAN DIVISION). Frontera filed this adversary proceeding in January 2002 to
recover funds held by EPMI and ERCOT in connection with EPMI's prepetition
participation in the deregulated Texas electricity market. On September 26,
2002, the Bankruptcy Court approved a stipulation by EPMI and ERCOT in which the
parties agreed that (1) issues relating to ERCOT's methodology and judgment and
the accurate amounts in the two funds will be decided in accordance with the
dispute resolution procedures provided for in the ERCOT protocols and (2) issues
relating to ERCOT's ability to setoff, entitlement to funds paid by ERCOT to
EPMI, and the imposition of a constructive trust are to be decided by the
Bankruptcy Court after the dispute resolution proceedings have
257
concluded. On December 10, 2002 the Bankruptcy Court entered an order granting
ERCOT's relief from automatic stay to setoff mutual obligations. At a hearing on
January 24, 2003 the Bankruptcy Court granted that the portion of ERCOT's motion
seeking to stay the proceeding and compelled Frontera to submit its claim of
supplemental jurisdiction to alternative dispute resolution.
(F) SAFECO INSURANCE CO. OF AMERICA v. ISO NEW
ENGLAND, INC. (ADV. No. 01-03652, U.S. BANKRUPTCY COURT, SOUTHERN DISTRICT OF
NEW YORK, MANHATTAN DIVISION). On December 21, 2001, Safeco filed this action
seeking a declaratory judgment that NEPOOL's prepetition demands under certain
performance bonds were premature and had no legal effect. If such demands were
proper, Safeco seeks a determination of the proper amounts due under the
performance bonds.
(iii) CANADIAN TRADING CASES NOT REFERRED TO MEDIATION
(A) ENRON CANADA CORP. v. ANADARKO ENERGY LTD.
(No. 0201-09567) (QUEEN'S BENCH OF ALBERTA, JUDICIAL DISTRICT OF CANADA). In
January 1996, Enron Canada and Anadarko entered into a one-way master firm gas
purchase/sale agreement. In November 2001, Anadarko gave notice that it intended
to terminate the agreement on the basis that ENE's credit rating downgrade
constituted a "triggering event" as the term is defined in the agreement thereby
giving it the right to terminate the agreement. Enron Canada alleges that no
"triggering event" took place and therefore Anadarko is in breach of the
agreement for its failure to deliver gas pursuant to the terms of the agreement.
Enron Canada seeks to recover $23.3 million for gas delivered, deficiency
damages and early termination damages.
(B) ENRON CANADA CORP. V. AQUILA CANADA CORP. &
AQUILA, INC. ARBITRATION (No. 0301-01202, QUEEN'S BENCH OF ALBERTA, JUDICIAL
DISTRICT OF CALGARY). Enron Canada commenced this proceeding against Aquila to
recover net AR/AP of approximately $1.9 million and approximately $21.8 million
due to Enron Canada as a result of Aquila's early termination of multiple gas
purchase and sale agreements and an ISDA agreement between the parties. Aquila
seeks to pierce the corporate veil and contends it has the right to setoff from
all Enron affiliates.
(C) ENRON CANADA CORP V. CINERGY CANADA, INC.
AND CINERGY CORP. (No. 0201-15435) (QUEEN'S BENCH OF ALBERTA, JUDICIAL DISTRICT
OF CALGARY). Enron Canada and Cinergy Canada agreed to transactions for the sale
and delivery of gas governed by GTCs containing two-way damage calculations.
Enron Canada terminated the confirmation on the grounds that Cinergy Canada
failed to make payments owed to Enron Canada for gas deliveries. Enron Canada
also made a demand to Cinergy Corp. for the amounts owed by Cinergy Canada
pursuant to the guaranty agreement Cinergy Corp. executed guaranteeing Cinergy
Canada's obligations to Enron Canada. Cinergy Corp. also refused to pay for the
gas deliveries. Enron Canada seeks damages of $7.4 million plus interest.
Cinergy Corp.'s request for a stay of these proceeding in the Alberta courts on
the basis of a claim it recently filed in Bankruptcy Court alleging that ENE and
all of its affiliates were a single business unit was denied. Cinergy has
appealed. The parties have reached a tentative settlement.
258
(D) ENRON CANADA CORP. v. IMC CANADA LTD. AND
IMC CANADA LTD., COUNTERPLAINTIFF V. ENRON CANADA CORP., COUNTERDEFENDANT (No.
0101-22287, QUEEN'S BENCH OF ALBERTA, JUDICIAL DISTRICT OF CALGARY) AND ENRON
CANADA CORP. V. IMC CANADA LTD. AND IMC CANADA LTD., COUNTERPLAINTIFF V. ENRON
CANADA CORP., COUNTERDEFENDANT (AMERICAN ARBITRATION ASSOCIATION, NEW YORK, NEW
YORK). On October 25, 2000, Enron Canada and IMC entered into a two-way ISDA
Master Agreement. IMC failed to make payments due under the ISDA in December
2000 and Enron Canada terminated the agreement. Enron Canada made demand for
$814,000 under a letter of credit posted by IMC as collateral pursuant to the
ISDA. IMC sought, unsuccessfully, an injunction preventing Enron Canada from
making the demand, and IMC has appealed the denial of its injunction.
In a related proceeding, on July 23, 2002, Enron Canada
commenced arbitration proceedings claiming a receivable of over CDN $2 million
and mark-to-market losses of almost CDN $19 million. In its statement of
counterclaim and answering statement, IMC alleges (1) that it was fraudulently
induced by Enron Canada to enter into the ISDA Agreement and therefore was
entitled to damages from Enron Canada in an amount not less than $13 million;
(2) that Enron Canada wrongfully declared that IMC breached the ISDA Agreement
and this in itself is a breach of the ISDA Agreement by Enron Canada; (3) the
condition precedent under the ISDA Agreement has not been fulfilled and
therefore IMC is not under any payment obligation to Enron Canada; and (4) Enron
Canada is barred from making a claim based on estoppel. IMC and Enron Canada
have, through mediation, settled their claims. The necessary approval has been
obtained in the bankruptcy proceeding.
(E) ENRON CANADA CORP. v. MIRANT CANADA ENERGY
MARKETING LTD. AND MIRANT CANADA ENERGY MARKETING, LTD, COUNTERPLAINTIFF V.
ENRON CANADA CORP., COUNTERDEFENDANT (No. 0201-05552, QUEEN'S BENCH OF ALBERTA,
JUDICIAL DISTRICT OF CALGARY). Enron Canada filed suit against Mirant Canada
Energy Marketing Ltd. seeking mark-to-market losses of $45.6 million pursuant to
two GTCs entered into between the parties. Mirant Canada alleges it had the
right to terminate the GTCs on the basis of ENE's credit rating downgrade.
Mirant Canada denies that Enron Canada lawfully terminated the GTCs and that
even if ECC properly terminated the GTCs, Enron Canada incorrectly calculated
the amounts owing under the GTCs. Mirant Canada also claims the right to set off
amounts owing by ENA to its parent on the basis of a setoff provision in the
GTCs. Mirant Canada also seeks setoff in the basis of the EnronOnline(R)
electronic transaction agreement to the extent of the EnronOnline(R)
mark-to-market positions. Enron Canada had taken steps to pursue Mirant (U.S.
parent) on its $30 million guarantee, but attempts to collect on the guarantee
are currently stayed as a result of Mirant's chapter 11 filing. In addition,
Mirant Canada has filed for creditor protection under the Canadian Company
Creditors Arrangement Act. Enron Canada is evaluating the effect of this filing.
(F) ENRON CANADA CORP. v. PETRO-CANADA (No.
0301-01069, QUEEN'S BENCH OF ALBERTA, JUDICIAL DISTRICT OF CALGARY). Enron
Canada and Petro-Canada entered into a one-way master gas purchase/sale
agreement dated September 8, 1997 and amended on October 4, 2000. On February 6,
2003, Enron Canada filed an amended statement of claim against Petro-Canada,
177293 Canada Ltd., 676071 Alberta Ltd. and Petro Canada Oil and Gas to recover
termination damages in the amount of $148.4 million and deficiency damages in
the amount of $681,000 and interest on such amounts. Petro-Canada, 177293 and
676071
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carry on business in partnership under the name Petro Canada Oil & Gas.
Petro-Canada alleges it validly terminated the agreement as result of the
material alteration clause and that the deemed to zero clause operates to
eliminate Enron Canada's claim to its mark-to-market. Enron Canada maintains
Petro-Canada's notices were invalid because they failed to provide Enron Canada
adequate time to post collateral to cure the material alteration clause. Enron
Canada also maintains the "one way" clause is a penalty and unenforceable.
(G) ENRON DIRECT CANADA CORP., IN RECEIVERSHIP;
EESC IN BANKRUPTCY. Enron Canada has claims against EDCC in receivership and
EESC in bankruptcy for CDN $12 million and $8 million, respectively. Quaker Oats
continues to substantially impede the orderly receivership of EDCC by seeking
court-ordered replacement of the bankruptcy receiver, Richter Allen & Taylor, by
alleging complicity with Enron Canada, conflict of interest, and other
misconduct. The court has appointed a former Justice of the Court of Queen's
Bench to investigate whether EDCC properly disposed back-to-back contracts with
retail customers and Enron Canada to a third party for a commercially reasonable
price. Quaker was ordered to post CDN $600,000 by a letter of credit as security
for costs for the application and as a condition precedent to the continuation
of the challenge. The investigator prepared its report, which was submitted to
the court in September 2003. Final orders settling all matters and resulting in
a payout of approximately $6.8 million to ECC were entered on September 26,
2003. ECC anticipates an additional nominal distribution in the next 6-12
months.
(H) CALPINE CANADA NATURAL GAS PARTNERSHIP v.
ENRON CANADA CORP. AND ENRON CANADA CORP, COUNTERPLAINTIFF v. CALPINE CANADA
NATURAL GAS PARTNERSHIP, COUNTERDEFENDANT (No. 0201-02256) (QUEEN'S BENCH OF
ALBERTA, JUDICIAL DISTRICT OF CALGARY). In 1995 and 1996, Enron Canada and
Calpine entered into two one-way master firm gas purchase/sale agreements.
Calpine has filed suit alleging that various "triggering events," as the term is
defined in the agreements, occurred thereby giving it the right to terminate the
agreement. Calpine seeks damages of $1.5 million plus interest. In its
counterclaim, Enron Canada seeks setoff of the account receivable and
mark-to-market damages of over $36.5 million.
(I) DOMCAN BOUNDARY CORP. v. ENRON CANADA CORP.
(No. 0201-01117, QUEEN'S BENCH OF ALBERTA, JUDICIAL DISTRICT OF CALGARY). In
August 1998, Domcan and Enron Canada entered into a master firm gas
purchase/sale agreement. In December 2001, Domcan terminated the agreement due
to the ENE's downgrade alleging that the downgrade constituted a "triggering
event" as the term is defined in the agreement thereby allowing Domcan to
terminate the agreement. On January 18, 2002, Domcan filed suit seeking to
recover $1.1 million for gas delivered by Domcan to Enron Canada. Domcan also
seeks a declaration that Domcan properly terminated the Agreement. Enron Canada
filed a counterclaim seeking setoff and recovery of mark-to-market losses of
$15.9 million.
(J) MARATHON CANADA LIMITED v. ENRON CANADA
CORP. (No. 0201-02692, QUEEN'S BENCH OF ALBERTA, JUDICIAL DISTRICT OF CALGARY).
On January 30, 1995, Tarragon Oil and Gas Ltd., predecessor to Marathon, and
Enron Canada entered into a firm gas purchase and sale agreement. Marathon
alleges a triggering event occurred when ENE's credit rating was downgraded.
Marathon gave Enron Canada notice that it was terminating the agreement. On May
8, 2002, Marathon Canada Limited, successor to Tarragon, filed a suit
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against Enron Canada to recover amounts owed for gas deliveries. Marathon seeks
judgment in the amount of CDN $560,000 plus interest and a declaration that it
validly terminated the Agreement. In its counterclaim, Enron Canada alleges that
Marathon failed to deliver gas and this breach gave Enron Canada the right to
terminate the agreement. Enron Canada seeks its mark-to-market CDN $77.5 million
and setoff.
(K) MURPHY OIL Co., LTD. v. ENRON CANADA CORP.
(0201-0379, QUEEN'S BENCH OF ALBERTA, JUDICIAL DISTRICT OF CALGARY). Murphy Oil
Company Ltd. entered into a master firm gas purchase agreement with Enron Gas
Marketing, Inc. on September 1, 1992, that was subsequently assigned to Enron
Canada. Murphy terminated the agreement as a result of ENE's credit rating
downgrade. In its suit Murphy claims $1.6 million for gas delivered to Enron
Canada. In its counterclaim, Enron Canada alleges Murphy wrongfully repudiated
the agreement and seeks setoff of all amounts owed by Enron Canada to Murphy,
should setoff be allowed in a related lawsuit between Enron Canada and Murphy
Canada Exploration Co. In the Murphy Canada Exploration litigation, Murphy
Canada Exploration Company entered into a master firm gas purchase/sale
agreement with Enron Canada on July 11, 1995. MCE terminated the agreement in
December 2001 based on ENE's credit rating downgrade, and in turn, Enron Canada
terminated the agreement on the grounds that MCE wrongfully repudiated the
agreement. MCE has filed suit, seeking receivables of over CDN $200,000 and
$800,000. In its counterclaim, Enron Canada seeks setoff and recovery of
mark-to-market losses of approximately CDN $30 million.
(L) RELIANT ENERGY SERVICES, INC., ET AL. v.
ENRON CANADA CORP. (No. 02-706, U.S. DISTRICT COURT, SOUTHERN DISTRICT OF TEXAS,
HOUSTON, DIVISION; APP. NO. 02-20447, U.S. COURT OF APPEALS, FIFTH CIRCUIT). In
March 2002, Reliant sued Enron Canada in the United States District Court for
the Southern District of Texas seeking to recover approximately $78 million that
Reliant claimed was due under a Master Netting Agreement entered into by Reliant
affiliates, on the one hand, and Enron Canada on the other. Reliant also sought
injunctive relief requiring Enron Canada to deposit $78 million in the registry
of the court pending disposition of the suit. After an emergency hearing in
March 2002, the court denied Reliant's request for injunctive relief and granted
Enron Canada's motion to dismiss the case in its entirety. The Fifth Circuit
Court of Appeals reversed Judge Harmon's dismissal of Reliant's claims and
remanded the case to the trial court for further proceedings.
(M) TALISMAN ENERGY, INC. v. ENRON CANADA CORP.
AND ENRON CANADA CORP., COUNTERPLAINTIFF v. TALISMAN ENERGY, INC.,
COUNTERDEFENDANT (No. 0201-02606, QUEEN'S BENCH OF ALBERTA, JUDICIAL DISTRICT OF
CALGARY). In February 2002, Talisman filed suit to recover $2 million allegedly
owed for gas delivered to Enron Canada pursuant to a one-way master firm gas
purchase/sale agreement between the parties. Enron Canada has filed a
counterclaim alleging that Talisman failed to deliver gas pursuant to the terms
of the agreement constituting a triggering event that allowed Enron Canada to
terminate the agreement. Enron Canada seeks an order from the court directing
that a setoff be applied and seeks recovery of mark-to-market damages of over
$45 million; and Talisman Energy, Inc. v. Enron Canada Corp. and Enron Canada
Corp., counterplaintiff v. Talisman Energy, Inc., counterdefendant. In January
1999, EEC and Talisman entered into a two-way ISDA agreement. Talisman filed
suit in February 2002 alleging that various "triggering events," as the term is
defined in the agreement, occurred thereby giving it the right to terminate the
agreement.
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Talisman seeks damages in the amount of $5 million plus interest. Enron Canada
has filed a counterclaim seeking setoff of the amount due in the related action,
which is in the amount of $45.2 million.
D. LITIGATION RELATED TO STRUCTURES
(i) JPMORGAN CHASE BANK, AS ADMINISTRATIVE AGENT
AND AS COLLATERAL AGENT FOR CHEROKEE FINANCE V.O.F. AND ENRON FINANCE PARTNERS,
L.L.C., AND AS ATTORNEY IN FACT FOR SEQUOIA FINANCIAL ASSETS, L.L.C. v. ENRON
CORP., ENRON NORTH AMERICA CORP. AND ENRON POWER MARKETING, INC. (ADV. No.
01-03637, U.S. BANKRUPTCY COURT, SOUTHERN DISTRICT OF NEW YORK, MANHATTAN
DIVISION). On December 11, 2001, JPMCB filed this adversary proceeding seeking
(1) turnover from ENE, ENA, and EPMI of accounts receivable, commercial paper,
cash, and other property worth in excess of $2.1 billion, (2) an accounting of
these assets, and (3) an injunction to prevent the Enron defendants' use of such
assets. JPMCB claims that the assets are being held by ENE, but are owned by
Sequoia, Cherokee, and EFP pursuant to two separate accounts receivable
acquisition transactions involving the Enron defendants, whereby the Enron
defendants sold the receivables, but whereby ENE acted as servicer to handle
accounting, billing, collection, cash management, and reporting of the
receivables. JPMCB alleges that the Enron defendants and their estates hold the
assets merely as servicer and that they transferred title to the assets to
Sequoia, Cherokee, and EFP prior to the Petition Date; therefore they are not
assets of the bankruptcy estate. JPMCB and the Enron defendants have entered
into a series of stipulations to extend the Enron defendants' answer date to
November 18, 2003.
(ii) THE BANK OF NEW YORK, AS INDENTURE TRUSTEE
OF AND ATTORNEY-IN-FACT FOR MARLIN WATER TRUST, HSBC TRINKAUS & BURKHARDT KGAA,
D.E. SHAW LAMINAR PORTFOLIOS, L.L.C., APPALOOSA MANAGEMENT, L.P., OZ MANAGEMENT,
L.L.C., AND OZF MANAGEMENT, L.P. v. ENRON CORP., ET AL. AND THE OFFICIAL
COMMITTEE OF UNSECURED CREDITORS OF ENRON CORP., ET AL. (ADV. No. 02-02380, U.S.
BANKRUPTCY COURT, SOUTHERN DISTRICT OF NEW YORK, MANHATTAN DIVISION). On May 9,
2002, The Bank of New York, as Indenture Trustee under the Marlin Supplemental
Indenture, along with several holders of Marlin II Notes, commenced an adversary
proceeding seeking a declaratory judgment that(pound)73 million of proceeds from
the prepayment of the Azurix Europe Deed on December 5, 2001 could be
distributed, pro rata, to the holders of the Marlin notes. The basis of the
noteholders' claims is that the proceeds of the Azurix Europe Deed are not
property of ENE's estate and should be distributed, pro rata, to the noteholders
in satisfaction of the alleged security obligation made on the Marlin notes.
After the Bankruptcy Court denied the defendants' motion to stay, the defendants
filed their answers on November 18, 2002. The Creditors' Committee and ENE have
pleaded that the operative documents do not result in a pledge of the proceeds
to the noteholders in connection with the Marlin II transaction, but instead
only with respect to the Marlin I Notes, through the date of their repayment.
The Bankruptcy Court issued summary judgment in favor of the noteholders, and on
June 9, 2003, the Creditors' Committee filed a notice of appeal and an emergency
motion to stay the order granting the summary judgment. The matter has been
settled, and the adversary proceeding was dismissed with prejudice on August 12,
2003. Refer to Section III.F.36.f., "Structure Resolution" for information
relating to settlement of this litigation.
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(iii) JPMORGAN CHASE BANK, FOR AND ON BEHALF OF
MAHONIA LIMITED AND MAHONIA NATURAL GAS LIMITED v. LIBERTY MUTUAL INSURANCE
COMPANY, TRAVELERS CASUALTY & SURETY COMPANY, ST. PAUL FIRE AND MARINE INSURANCE
COMPANY, CONTINENTAL CASUALTY COMPANY, NATIONAL FIRE INSURANCE COMPANY OF
HARTFORD, FIREMAN'S FUND INSURANCE COMPANY, SAFECO INSURANCE COMPANY OF AMERICA,
THE TRAVELERS INDEMNITY COMPANY, FEDERAL INSURANCE COMPANY, HARTFORD FIRE
INSURANCE COMPANY, AND LUMBERMENS MUTUAL CASUALTY COMPANY (CASE No. 01-CV-11523,
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (REMOVED FROM
THE NEW YORK SUPREME COURT)). On December 11, 2001, JPMCB filed a declaratory
judgment action in the Supreme Court of the State of New York seeking a
declaration that the defendant insurance companies were obligated to pay amounts
allegedly owing under the terms of surety bonds by which they guaranteed
obligations of ENGMC and ENA in favor of Mahonia Limited or Mahonia Natural Gas
Limited. This dispute arose as a result of the defendant insurance companies'
refusal to pay amounts JPMCB alleged were due and owing in favor of Mahonia,
pursuant to the terms of bonds defendants issued that guaranteed commodity
trades between the Enron entities and Mahonia. The transactions allegedly
enabled the Enron entities to (a) book the "sale" price as earnings, although
simultaneously burdening the company with an obligation to purchase the same
contracts back within months, and (b) obtain what was in essence a loan, without
having to book the liability on its balance sheet. JPMCB, however, alleged that
the insurance companies were aware of the details of the complex deals and
brought the complaint against the insurers.
The case went to trial on January 2, 2003. On the eve of
trial, a settlement was reached whereby defendants agreed to pay JPMCB 60% of
the amount underwritten, or approximately $600 million dollars. A stipulation
and order of dismissal was entered by the court on January 6, 2003. According to
media accounts describing the settlement, JPMCB also assigned its indemnity
rights against the Enron entities to the defendant insurance companies.
E. REGULATORY RELATED LITIGATION
(i) FERC LITIGATION. FERC has instituted several
investigations, some of which have resulted in FERC enforcement actions, as well
as other material litigation involving FERC, which is described below. Refer to
Section IV.C.2.b., "FERC Investigations" for further information.
(A) FERC ENFORCEMENT ACTIONS. FERC
identified specific instances in which EPMI, ECTRIC, and PGE may have engaged in
possible misconduct under the FPA. As a result, on August 13, 2002 FERC
initiated five separate investigations into possible violations by the
aforementioned companies and others.
(1) AVISTA CORP., DOCKET No.
EL02-115-000. This FERC proceeding involves allegations of improper trades among
EPMI, PGE, Avista Corporation and Avista Energy, Inc. Issues involving Enron
Companies were moved to Docket No. EL02-114 and subsequently to Docket No.
EL03-137. Certain of the parties to the proceeding, including FERC Trial Staff,
have reached a settlement. Although some of the parties to the proceeding
contested the settlement, the Presiding Judge certified the settlement, and it
is now pending before FERC. FERC has the authority to accept a contested
settlement.
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The contested settlement would not impose penalties upon any Enron entity. If
the settlement is approved, the case will conclude and the Enron entities will
have no liability.
(2) EL PASO ELEC. Co., DOCKET No.
EL02-113-000. This FERC proceeding involves an investigation and hearing into
whether EPMI and ECTRIC may have violated the terms of their market-based rate
authority by entering into a relationship with El Paso Electric Company without
fully informing FERC. On July 15, 2003, the Presiding Administrative Law Judge
issued an initial decision seeking disgorgement of estimated EPMI profits of
$32.5 million. EPMI has appealed that decision to FERC itself by filing a brief
on exceptions. Briefs on exceptions to FERC have also been filed by the State of
California and PG&E. Both parties are asking for disgorgement of $2.97 billion.
(3) PORTLAND GENERAL ELEC. Co., DOCKET
Nos. EL02-114-000, EL02-115-001. This FERC proceeding involves issues
surrounding the relationship between EPMI and PGE. In this action, FERC seeks
disgorgement of an estimated $40 million in EPMI profits. Refer to Section
VIII.C.14., "FERC Investigation of Trading Activities" for further information
regarding PGE Litigation and Government Investigation. On August 27, 2003, PGE
and FERC trial staff filed a settlement with the Administrative Law Judge and
requested certification of the settlement to the FERC. By an October 1, 2003
order, the Presiding Administrative Law Judge severed many issues in this
proceeding related to EPMI and consolidated them with Docket No. EL03-137.
(4) AMERICAN ELECTRIC POWER SERVICES
CORP., ET AL., DOCKET Nos. EL03-137-000, ET AL.,. On June 25, 2003, FERC issued
an order alleging market manipulation by EPMI, EESI, PGE, and 48 other
companies. On July 25, 2003, EESI and EPMI filed a request for rehearing of the
June 25 order. On July 17, 2003, the ISO provided data to EPMI, EESI, PGE and
other parties regarding activity in California. The remaining Enron entities
filed their response on September 2, 2003. A procedural schedule is to be
released in early November 2003, and testimony is due in early March 2004. A
hearing is to be held in mid-March 2004. With regard to EPMI's and EESI's
request for rehearing, FERC has extended the time in which it may act on
petitions for rehearing, and there is no date upon which FERC is required to
act. FERC may seek disgorgement of profits for sales made during the period from
January 2000 to October 1, 2000.
(5) ENRON POWER MARKETING, INC. AND
ENRON ENERGY SERVICES, INC., ET AL., DOCKET No. EL03-180-000. Also on June 25,
2003, FERC issued an order alleging that EPMI and EESI "worked in concert" with
ten others to violate the ISO tariff, and that the 24 named companies (including
EPMI and EESI) failed to notify FERC of various relationships, in violation of
market rate certificates. This proceeding will cover the period from January 1,
2000 through June 20, 2001, and may be in addition to any refunds that may be
ordered by FERC from October 2, 2000 forward. EPMI and EESI filed their
responses to FERC's allegations on September 2, 2003. On July 25, 2003, EPMI and
EESI filed a request for rehearing of FERC's June 25 order. With regard to
EPMI's and EESI's request for rehearing, FERC has extended the time in which it
may act on petitions for rehearing, and there is no date upon which FERC is
required to act. EPMI and EESI filed initial testimony in this proceeding on
October 3, 2003, and the hearing is scheduled to commence on April 13, 2004.
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(B) QUALIFYING FACILITY ACTION
(1) CABAZON POWER PARTNERS, L.L.C., ET
AL. v. SOUTHERN CALIFORNIA EDISON COMPANY (No. BC249688, SUPERIOR COURT, LOS
ANGELES COUNTY-CENTRAL DISTRICT, CALIFORNIA). Cabazon Power, a wholly owned
subsidiary of Wind, and other power project companies owned or managed by Wind,
sued Southern California Edison for non-payment of approximately $10 million
owed to them for electrical energy generated by the companies during the period
November 2000 through March 2001 and delivered to Southern California Edison
under various PPAs. The parties entered into a standstill agreement for the
period ending June 2002, pending a proposed settlement. Settlement negotiations
were unsuccessful. A status conference was held on October 3, 2002 setting a
trial date of April 30, 2003. This matter will be settled in connection with the
proposed qualified facilities settlement that has been approved by the
Bankruptcy Court and the California PUC. On August 28, 2003, the trial court
entered a dismissal of the proceeding.
(C) OTHER FERC ACTIONS
(1) SAN DIEGO GAS & ELECTRIC v. SELLERS
OF ENERGY AND ANCILLARY SERVICES ET AL., INCLUDING EPMI AND EES, AS WELL AS PGE,
DOCKET No. EL00-95 ET SEQ., (CALIFORNIA ELECTRICITY REFUND PROCEEDING). Refer to
Section VIII.C.11., "California Electricity Refund Proceeding" for further
information. California Utilities filed a complaint with FERC seeking refunds
for wholesale electricity prices in California's single auction spot markets
that the California Utilities allege were unjust and unreasonable. The
California Utilities have been joined by various California State Agencies and
the California Attorney General. They seek in excess of $9 billion in refunds
from all market participants. Under the FPA, the refund period is limited to
October 2, 2000 through June 20, 2001. The matter was tried before an
administrative law judge during 2001 and 2002 and recommendations were made to
FERC as to the methodology for calculating refunds. FERC is still considering
the final refund formula to be used. In addition, as a result of 100 days of
discovery ordered by FERC into allegations of market manipulation, the
California parties are seeking to extend the refund period back to May 2000 and
increase the scope of transactions for which refunds will be ordered. The
California parties have also made allegations of improper conduct against EPMI
and EES that they allege must be taken into account in determining refund
liability as well as other sanctions. Until FERC determines the final formula to
be used for calculating refunds, it is not possible to estimate EPMI's and EES's
potential refund liability. Moreover, since the Enron entities were both
purchasers and sellers, to the extent that EPMI and EES are owed refunds, those
amounts could offset any refund liability assessed against the Enron entities.
The Enron entities may not know the amount assessed against them for refund
liability until the fourth quarter of 2003 or first quarter of 2004. The Enron
entities have posted with the PX substantial prepetition cash collateral
(approximately $135.6 million) that FERC has ordered be held pending resolution
of the refund hearing. In addition, the Automated Power Exchange is holding
approximately $2 million in prepetition cash collateral pending final resolution
of refund liability. EPMI and EES may have the opportunity to prove at the end
of the refund case that if they are ordered to pay refunds, their cost of
acquiring the energy warrants a reduction in refund liability.
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(2) PUGET SOUND ENERGY INC. V. ALL
JURISDICTIONAL SETTLERS OF ENERGY ET AL., INCLUDING EPMI, AS WELL AS PGE. DOCKET
NO. EL01-10 ET SEQ., (PACIFIC NORTHWEST REFUND PROCEEDING). Certain Pacific
Northwest Utilities alleged that they had been charged unjust and unreasonable
prices for wholesale electricity they purchased in the wholesale electricity
market for the Pacific Northwest. ENE's total transactions in this market during
the refund period from December 25, 2000 to June 20, 2001 exceeded $3 billion.
This matter was tried in September 2001. In December 2001, an administrative law
judge recommended that no refunds be awarded because she determined a
competitive market was operating. FERC reopened the record to allow additional
discovery into allegations of market manipulation during 2002 and 2003. On June
2, 2003, FERC heard oral argument on the question of whether to reopen the
record or adopt the administrative law judge's recommendation. On June 26, 2003,
FERC issued an order affirming the administrative law judge's recommendation
that no refund be awarded. Requests for rehearing have been filed, which FERC
has granted. If FERC does not reverse its prior decision, the parties will have
an opportunity to appeal FERC's decision to the federal court of appeals.
(3) NEVADA POWER COMPANY & SIERRA PACIFIC POWER
COMPANY V. ENRON POWER MARKETING, INC. (NO. EL 02-28-000, FEDERAL ENERGY
REGULATORY COMMISSION). In 2001, NPC entered several large long-term electricity
contracts with EPMI. NPC filed a complaint with FERC requesting that the cost of
energy in the parties' contract be mitigated because of EPMI's alleged
manipulation of the electricity markets in the western United States. The value
of the NPC contract to EPMI is approximately $300 million. In December 2002, the
FERC administrative law judge issued a decision that NPC and SPPC failed to
prove that the contracts were unfair and should be set aside. On June 26, 2003,
FERC issued an order confirming the administrative law judge's initial decision
and dismissing the complaints. On November 10, 2003, FERC denied SPPC and NPC's
request for rehearing on the June 26, 2003 order reaffirming its earlier
confirmation of the administrative law judge's decision.
(4) SIERRA PACIFIC POWER COMPANY AND NEVADA
POWER COMPANY V. ENRON POWER MARKETING, INC. (NO. EL04-1-000, FEDERAL ENERGY
REGULATOR COMMISSION). On October 6, 2003, SPPC and NPC filed a complaint
against EPMI. The complaint primarily seeks a determination that EPMI did not
validly terminate its agreements with SPPC and NPC. FERC has ordered EPMI to
respond to the requests for interim relief by October 15, 2003 and to respond on
the merits by October 27, 2003. EPMI filed a response regarding the requests for
interim relief on October 15, 2003 and filed its response on the merits of the
case on October 27, 2003. Refer to Section IV.C.1.c(i)., "Trading Litigation
Referred to Mediation" for further information on litigation involving SPPC, NPC
and the Debtors.
(5) ENRON POWER MARKETING, INC. V. CALIFORNIA
POWER EXCHANGE CORPORATION (NO. 01-00901-CM, U.S. DISTRICT COURT, CENTRAL
DISTRICT OF CALIFORNIA), IN RE CALIFORNIA POWER EXCHANGE CORPORATION (NO.
LA-01-16577-ES, U.S. BANKRUPTCY COURT; CENTRAL DISTRICT OF CALIFORNIA, LOS
ANGELES DIVISION), AND CORAL POWER, L.L.C., ENRON POWER MARKETING, INC., ET AL.
V. CALIFORNIA POWER EXCHANGE CORPORATION (DOCKET NOS. EL01-36-000, EL-01-37-000,
EL01-43-000, EL01-29-000, AND EL01-33-000, FEDERAL ENERGY REGULATORY
COMMISSION). On January 31, 2001, the PX drew down on $140
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million of EPMI's collateral as a result of EPMI's alleged breach of the PX
tariff. EPMI filed suit in federal district court in Los Angeles requesting that
the court: (1) grant a temporary injunction placing all EPMI's collateral in
escrow pending resolution of the PX breach of tariff claim and (2) enjoin any
assessment of "charge backs" until the issue can be resolved at FERC. On
February 9, 2001, the district court granted EPMI's request for a temporary
restraining order. EPMI and the PX have now entered into a stipulated injunction
granting all of EPMI's requested relief. EPMI also filed a FERC action
requesting that FERC interpret the PX charge-back provisions of the PX tariff.
FERC issued a ruling that the PX charge-back methodology was unjust and
unreasonable. Notwithstanding FERC's ruling, the PX refuses to refund the
collateral. EPMI filed a request for clarification of FERC's previous order.
FERC has ruled that the PX can retain the $140 million pending the outcome of
the California refund case. In July 2002, the PX, Coral Power, and Constellation
Power Source filed notices of appeal in the Ninth Circuit Court of Appeals
requesting that the court address the justness and reasonableness of the
wholesale electricity rates of public utility sellers of ancillary services in
spot markets operated by the ISO and PX.
(6) CHALLENGE OF THE CALIFORNIA ATTORNEY GENERAL
TO MARKET-BASED RATES. On March 20, 2002, the California Attorney General filed
a complaint with FERC against various sellers in the wholesale power market,
including PGE and EPMI, alleging that FERC's market-based rates violate the FPA,
and, even if market-based rate requirements are valid, that the quarterly
transaction reports filed by sellers do not contain the transaction-specific
information mandated by the FPA and FERC. The complaint argued that refunds for
amounts charged between market-based rates and cost-based rates should be
ordered. The FERC denied the challenge to market-based rates and refused to
order refunds, but did require sellers, including PGE and EPMI, to refile their
quarterly reports to include transaction-specific data. The California Attorney
General has appealed FERC's decision to the Ninth Circuit Court of Appeals.
(ii) STATE REGULATORY LITIGATION
(A) ENRON ENERGY SERVICES, INC. AND ENRON ENERGY
MARKETING CORP. V. PACIFIC GAS & ELECTRIC CO. (NO. 01-01-032, PUBLIC UTILITY
COMMISSION, STATE OF CALIFORNIA). EESI and EEMC have filed a claim with the
California PUC against PG&E for $400 million for unpaid power exchange credits
owed by PG&E as a result of rising energy prices during the 2001 California
energy crisis. The case is currently stayed because of ongoing settlement
discussions between the parties. PG&E has filed a counterclaim based on EPMI's
alleged manipulation of the energy market.
(B) CALIFORNIA INDEPENDENT SYSTEM OPERATOR. EPMI
has notified the ISO that during both prepetition and postpetition periods one
of its contractors that read retail and commercial meters made an error that
resulted in EPMI under-reporting the amount of electrical energy consumed by its
customers. EPMI has some postpetition collateral posted with ISO that may or may
not pay for the shortfall as a result of the meter reading errors. In order to
resolve the problem, EPMI and its vendor are in the process of providing
corrected meter data which may take several months. Thereafter, the ISO will
have to resettle each day for the California market to determine what additional
amounts, if any, are owed by EPMI. This recalculation could take a significant
period of time. Until the corrected data has been provided
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to the ISO and they have resettled their markets, it is not possible to reliably
estimate the total amount of under reporting liability.
(iii) CFTC
(A) UNITED STATES COMMODITY FUTURES TRADING
COMMISSION V. ENRON CORP. AND HUNTER SHIVLEY (NO. 03--909, U.S. DISTRICT COURT,
SOUTHERN DISTRICT OF TEXAS, HOUSTON DIVISION). On March 12, 2003, the CFTC filed
this action in the United States District Court for the Southern District of
Texas alleging that in July 2001, ENE and Shivley, an ENE employee with
supervisory responsibilities over the central desk of the Enron Companies'
natural gas trading operations, engaged in a scheme to manipulate the price of
natural gas in the Henry Hub next-day gas spot market trading on EnronOnline(R).
The complaint alleges that these actions directly and adversely affected the
NYMEX August 2001 natural gas futures contract by causing the Henry Hub prices
to become artificial. The CFTC further alleges that from September 2001 through
December 2001, EnronOnline(R) was operated as an illegal, unregistered futures
exchange under the Commodity Exchange Act. The CFTC also alleges that from
December 2000 through December 2001, ENE further violated the Commodity Exchange
Act by offering to trade a lumber swaps contract that was actually an illegal,
agricultural commodity futures contract. The CFTC seeks injunctive relief and
recovery of unspecified civil monetary penalties in amounts not to exceed
$120,000 or triple the monetary gain to ENE and Shivley for each violation of
the Commodity Exchange Act. ENE has received an extension of time to file its
answer until September 18, 2003. On April 10, 2003 Shivley filed a motion to
dismiss the price manipulation claim on the grounds that the CFTC has failed to
state a claim upon which relief can be granted. On May 5, 2003, the CFTC filed a
memorandum opposing Shivley's motion to dismiss. On September 19, 2003, ENE
filed its motion to dismiss for failure to state a claim.
f. OTHER MATERIAL LITIGATION
(i) LAWSUITS RELATED TO BRIDGELINE
(A) BRIDGELINE HOLDINGS, L.P. BRIDGELINE STORAGE
COMPANY, LLC AND BRIDGELINE GAS DISTRIBUTION, LLC V. ENRON NORTH AMERICA CORP.
(ADV. NO. 02-02628, U.S. BANKRUPTCY COURT, SOUTHERN DISTRICT OF NEW YORK,
MANHATTAN DIVISION). Bridgeline instituted this adversary proceeding on July 16,
2002 seeking a determination that (a) Bridgeline Storage has a warehouseman's
lien under Article 7 of the Louisiana Uniform Commercial Code on natural gas
stored by ENA in Bridgeline Storage's facilities to secure the payment of
storage charges allegedly owed by ENA under a NGPA Section 311 Firm Gas Storage
Agreement, and (b) Bridgeline Distribution has a carrier's lien on ENA's natural
gas transported on Bridgeline Distribution's pipeline to secure payment of
reservation charges allegedly due under a Firm Gas Transportation Agreement. ENA
moved to dismiss Bridgeline's complaint or, in the alternative, for summary
judgment, on the grounds that Bridgeline did not satisfy the requirements for a
warehouseman's lien or a carrier's lien. The motion has been fully submitted and
argued, and the Bankruptcy Court has taken the matter under advisement.
(B) LOUISIANA RESOURCES CO. ET AL. V. TEXACO
EXPLORATION & PRODUCTION, INC. (ADV. NO. 03-3818, U.S. BANKRUPTCY COURT,
SOUTHERN DISTRICT OF NEW
268
YORK, MANHATTAN DIVISION). LRC, LRCI, LGMC, and LGMI have sued TEPI alleging
causes of action for breach of contract, breach of the covenant of good faith
and fair dealing, breach of fiduciary duty and injunctive relief in relation to
the Amended and Restated Limited Liability Company Agreement of Bridgeline
L.L.C. entered into by the parties. Specifically, LRC alleges that TEPI secretly
collaborated with Bridgeline to develop a common strategy to strip ENA of its
membership interest in the Bridgeline L.L.C. and to otherwise act to the
detriment of ENA and the Enron limited partners. LRC further alleges that this
collaboration is part of TEPI's strategy to interfere with the potential sale of
partnership interests held by ENA and the Enron limited partners. LRC seeks
recovery of unspecified damages and entry of an order enjoining TEPI from
continuing to engage in the wrongful conduct. On June 26, 2003, the Bankruptcy
Court granted LRC's motion to consolidate this adversary action with the
adversary action styled Texaco Exploration & Production Co. v. ENA, Adv. No.
02-3079, filed on September 6, 2002. TEPI filed its answer on July 16, 2003.
(C) TEXACO EXPLORATION AND PRODUCTION INC. V.
ENRON NORTH AMERICA CORP. (ADV. NO. 02-03079, U.S. BANKRUPTCY COURT, SOUTHERN
DISTRICT OF NEW YORK, MANHATTAN DIVISION). TEPI and ENA are members of
Bridgeline, L.L.C., which serves as the general partner of Bridgeline Holdings.
Bridgeline Holdings owns and operates an intrastate natural gas pipeline and two
natural gas storage facilities in Louisiana. TEPI instituted this adversary
proceeding on September 6, 2002 seeking a declaratory judgment that (i) upon
ENA's bankruptcy filing, ENA ceased to be member of Bridgeline, L.L.C. pursuant
to the provisions of the Delaware Limited Liability Company Act and (ii) ENA is
prohibited from assigning its interest in Bridgeline, L.L.C. to any successor,
affiliate or third party pursuant to Delaware law and section 365(c)(1) of the
Bankruptcy Code. TEPI also seeks an injunction restraining ENA from interfering
with the management of Bridgeline, L.L.C. or Bridgeline Holdings on the grounds
that TEPI is the sole remaining member of Bridgeline, LLC and therefore has the
exclusive right to make decisions on behalf of Bridgeline Holdings and
Bridgeline, L.L.C. ENA is vigorously defending against this adversary proceeding
on the grounds that, under the applicable provisions of the Bankruptcy Code, ENA
maintains its membership interest in Bridgeline, L.L.C. and may assign its
interest to a third party, notwithstanding any contrary state law. On May 27,
2003, TEPI filed a motion for summary judgment, and on May 28, 2003, and ENA
filed its response on June 20, 2003. ENA filed its counterclaim on July 3, 2003.
Texaco filed its answer to the counterclaim on July 16, 2003.
(ii) LAWSUITS RELATED TO NEPCO
(A) LETTER OF CREDIT LITIGATION
(1) JP MORGAN CHASE BANK V. ENRON CORP.
(ADV. NOS. 02-03895 & 02-03896, U.S. BANKRUPTCY COURT, SOUTHERN DISTRICT OF NEW
YORK, MANHATTAN DIVISION). On or about June 16, 1995, ENE entered into a Master
Letter of Credit and Reimbursement Agreement with The Chase Manhattan Bank,
N.A., as predecessor in interest to JPMCB. Pursuant to the agreement, JPMCB
issued letters of credit for various entities that had entered into contracts
with NEPCO for the construction of power plants. These letters of credit named
the various entities as the beneficiaries. In accordance with the construction
contracts entered into with NEPCO, the various entities made periodic payments
to NEPCO, and those funds were transferred in the ordinary course by NEPCO to
ENE's master
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concentration account in accordance with the Debtors' normal and customary cash
management practices. ENE did not make any payments to NEPCO's vendors and
subcontractors on the various projects; the various entities subsequently drew
on the letters of credit to make those payments. JPMCB commenced two adversary
proceedings in the Bankruptcy Court in late December 2002 to recover from ENE up
to approximately $184 million in funds that it alleges had been paid by the
various entities to NEPCO and thereafter wrongfully transferred into ENE's
concentration account. JPMCB asserted several causes of action, all of which are
predicated on the claim that those funds should be impressed with a constructive
trust in favor of JPMCB. The Debtors filed answers to the adversary proceedings
denying all claims, and the actions are presently in the pretrial discovery
phase. On September 18, 2003, ENE filed a motion for summary judgment on all of
JPMCB's claims on the basis that JPMCB has no right to subrogation of any claims
against ENE. JPMCB has opposed ENE's motion. JPMCB has also filed two
adversaries, JP Morgan Chase Bank v. Green Country Energy, LLC, et al. (Adv. No.
03-8151) and JP Morgan Chase Bank v. Quachita Power, LLC, et al. (Adv. No.
03-8150) against certain project owners to recover monies paid pursuant to
letters of credit issued under the master letter of credit and reimbursement
between JPMCB's predecessor and ENE. On May 23, 2003, Quachita and Cogentrix
filed motions to dismiss the adversary proceeding. On July 11, 2003, JPMCB filed
its response to the motions to dismiss.
(2) JPMORGAN CHASE BANK V. ENRON
EQUIPMENT PROCUREMENT COMPANY (NO. 02-CV 10233, U.S. DISTRICT COURT, SOUTHERN
DISTRICT OF NEW YORK, MANHATTAN DIVISION). JPMCB seeks a judgment against EEPC
for $14 million, the amount JPMCB claims to have paid on a letter of credit
issued to guarantee the performance of NEPCO, the contractor on a project to
build a power plant for a company known as Green Country. EEPC has filed an
answer. This case was stayed by EEPC's bankruptcy filing on October 31, 2003.
(3) WESTDEUTSCHE LANDESBANK
GIROZENTRALE V. ENRON CORP. (ADV. NO. 02-02009, U.S. BANKRUPTCY COURT, SOUTHERN
DISTRICT OF NEW YORK, MANHATTAN DIVISION). This adversary proceeding, filed on
January 8, 2002, seeks turnover by ENE of $20 million, a full and complete
accounting of these funds, and an injunction against ENE from the use of such
funds. Having made payment under a letter of credit, West LB claims subrogation
to the rights of NEPCO, NEPCO Power Procurement, and their subcontractors and
suppliers in the funds, and alleges that it has an immediate right to possession
of those funds. ENE filed its answer in August 2002.
(4) WESTDEUTSCHE LANDESBANK V. ENRON
CORP. (QUACHITA PROJECT) (ADV. NO. 02-02555, U.S. BANKRUPTCY COURT, SOUTHERN
DISTRICT OF NEW YORK, MANHATTAN DIVISION). On June 20, 2002, West LB filed an
adversary proceeding against ENE seeking turnover of approximately $16 million.
This adversary is substantially similar to an earlier adversary filed by West LB
(Refer to Section IV.C.1.f(ii)(A)(3), "Westdeutsche Landesbank Girozentrale v.
Enron Corp. (Adv. No. 02-02009, U.S. Bankruptcy Court, Southern District of New
York, Manhattan Division)" for further information). The claims in both relate
to letters of credit issued by West LB for the benefit of the owners of power
plant projects that were being constructed by NEPCO. Upon placement of the
letters of credit, the project owners released the 10% retainages that they had
been holding on the respective projects to NEPCO, and those funds were swept
into an ENE account in the ordinary course of ENE's cash management
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system. The letters of credit were drawn down after the Initial Petition Date,
and West LB seeks recoupment of those funds. ENE filed its answer in August
2002.
(5) WESTDEUTSCHE LANDESBANK
GIROZENTRALE V. NATIONAL ENERGY PRODUCTION CORPORATION AND NEPCO POWER
PROCUREMENT COMPANY (NO. 02-0108, U.S. DISTRICT COURT, SOUTHERN DISTRICT OF NEW
YORK, MANHATTAN DIVISION). Issuing banks for a $20 million ENE letter of credit
issued for a NEPCO project in Mississippi have asserted a cause of action in
district court for breach of contract, subrogation, and various tort claims
against NEPCO and NEPCO Power Procurement. A notice of bankruptcy was filed in
June 2002 staying the action.
(6) BAYERISCHE HYPO-VEREINSBANK AG. V.
BANCA NAZIONALE DEL LAVORO S.P.A AND BANCA NAZIONALE DEL LAVORO S.P.A (THIRD
PARTY PLAINTIFF) V. BANK OF AMERICA, N.A., ET AL. (INCLUDING NEPCO AND NEPCO
PROCUREMENT CO.) (ADV. NO. 02-02614, U.S. BANKRUPTCY COURT, SOUTHERN DISTRICT OF
NEW YORK, MANHATTAN DIVISION). Banca Nazionale, as third-party plaintiff, seeks
a determination of the rights of multiple parties involved in a $39 million
letter of credit transaction involving ENE, NEPCO, and NEPCO Power Procurement
plus recovery of the $39 million. Bayerische has filed a motion for summary
judgment. BoA and two other defendants have filed motions to dismiss the
third-party complaint in its entirety as to these entities. BoA has also filed a
motion to dismiss the adversary proceeding. On May 16, 2003, the Bankruptcy
Court issued a memorandum opinion granting summary judgment in favor of
Bayerische against Banca Nazionale. On May 22, 2003, the Bankruptcy Court
ordered that NEPCO and NEPCO Power Procurement were proper parties to the
litigation. On June 10, 2003, the Bankruptcy Court entered an order granting
Bayerische's motion for summary judgment. On June 27, 2003, Banca Nazionale
filed its notice of appeal. On August 26, 2003, Banca Natizonale satisfied the
judgment subject to its appeal. On September 15, 2003, the Bankruptcy Court
granted Banca Nazionale's motion to file a second amended third-party complaint
adding ENE and NEPCO Power Procurement as third-party defendants and seeking
recovery of the amount of the judgment from the third-party defendants.
Contemporaneously with the entry of this order, BofA, Cogentrix and Green County
withdrew their motion to dismiss the third-party complaint, and the parties
subsequently filed a motion to dismiss the second amended third-party complaint.
(B) OTHER NEPCO-RELATED LITIGATION
(1) TPS Dell, L.L.C., TPS McAdams,
L.L.C., Panda Gila River, L.P. & Union Power Partners, L.P. v. Enron Corp.,
National Energy Production Corp. & NEPCO Power Procurement Co. (Adv. No.
03-02108, U.S. Bankruptcy Court, Southern District of New York, Manhattan
Division). On February 13, 2003, the plaintiffs filed this action alleging that
they advanced approximately $351.8 million to NEPCO for the purpose of paying
subcontractors and suppliers on four NEPCO projects (Dell, McAdams, Gila River,
and Union River) and that these funds were transferred out of NEPCO into ENE's
cash management system without their consent. TPS Dell further alleges that the
ENE entities have used the cash management system to sweep the money held by
NEPCO and to refuse to honor NEPCO's obligations. They also seek an injunction
prohibiting ENE from using the swept project funds and an order requiring the
ENE entities to provide each plaintiff with a complete accounting.
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ENE filed its answer on April 11, 2003. The NEPCO entities filed their answer on
April 23, 2003.
(2) GOLDENDALE ENERGY L.L.C. V. NEPCO
(SELF - ADMINISTERED ARBITRATION). Following a termination for convenience,
Goldendale Energy L.L.C. exercised its contractual right to audit NEPCO to
determine the actual cost contract reconciliation. Due to NEPCO's cash forward
position at the time that the termination occurred, the audit indicated that
Goldendale had overpaid some $45 million. NEPCO's records indicate that
Goldendale is due approximately $20 million. The contractually required
arbitration was stayed after NEPCO's bankruptcy filing in May 2002.
(3) Stoner Electric, Inc., et al. v.
National Energy Production Corporation, et al. (No. 02-2-00059-8, Superior
Court, Kickitat County Washington). In late November 2001, Goldendale Energy
L.L.C. terminated NEPCO on a project in Washington. ENE's subsequent bankruptcy
cut off NEPCO's ability to pay approximately 65 project subcontractors and
suppliers including Stoner. Claims total in excess of $11 million. The action
was stayed as to NEPCO by NEPCO's bankruptcy filing. The matter is proceeding in
Klickitat County Superior Court and the Washington State Court of Appeals as a
lien foreclosure action. Negotiations with lien claimants have resulted in
dismissal of a substantial percentage of claims. These negotiations are
on-going.
(III) ADVERSARY PROCEEDINGS
(A) MIZUHO CORPORATE BANK, LTD., AS SUCCESSOR TO
THE INDUSTRIAL BANK OF JAPAN, LIMITED AND BANCO BILBAO VIZCAYA ARGENTARIA S.A.
V. ENRON CORP. HANSEN INVESTMENTS CO. AND COMPAGNIE PAPIERS STADACONA (ADV. NO.
03-2288, U.S. BANKRUPTCY COURT, SOUTHERN DISTRICT OF NEW YORK, MANHATTAN
DIVISION). Mizuho and its predecessor in interest and Banco Bilbao were part of
a bank group that entered into a series of loan transactions with ENE and two of
its Canadian entities, Hansen and CPS, in June 2001 relating to the purchase of
the Stadacona paper mill. In this adversary proceeding, filed on March 28, 2003,
Mizuho and Banco Bilbao allege that they relied upon fraudulent misstatements
contained in ENE's financial statements in agreeing to provisions in the
transaction documents, which provided that the banks would look solely to ENE in
an event of default and in agreeing to waive any rights they may acquire through
the exercise of any potential remedies against Hansen to proceed against CPS.
Mizuho and Banco Bilbao seek imposition of a constructive trust and recovery of
approximately $360 million. On April 2, 2003, Mizuho and Banco Bilbao filed a
motion for preliminary injunction or in the alternative, an order prohibiting
use of cash collateral and directing the Debtors to segregate and account for
the cash. In order to facilitate the sale of assets related to these
transactions, ENE negotiated a stipulation whereby Mizuho and Banco Bilbao would
release all claims against the assets in exchange for the transfer of those
claims to the proceeds generated by the sale of those assets. On May 15, 2003,
the Bankruptcy Court entered a stipulation resolving the motion for preliminary
injunction whereby Mizuho and Banco Bilbao agree to waive any claims and liens
asserted against CPS and its assets in return for ENE's agreement to segregate
approximately $99 million of any proceeds generated by the sale of CPS and to
allow the banks to assert claims and liens against the segregated funds. The
stipulation prohibits the Debtors from using the segregated funds in any way
without Mizuho's consent or an order of the Bankruptcy Court. In the event that
other members of the bank group
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wish to require the Debtors to deposit sufficient portions of, but in no event
amounts greater than, the sale proceeds into the segregated account to cover
their asserted interests, those bank group members are permitted to adopt and
ratify the stipulation as if they were original parties to it. As of October 27,
2003, all members of the bank group had agreed to adopt, ratify, and be bound by
the stipulation.
On June 16, 2003, ENE filed a motion to dismiss the adversary
proceeding. On August 20, 2003, Mizuho filed its opposition to the defendants'
motion to dismiss. The defendants' filed their reply on August 29, 2003. On
October 2, 2003, the Bankruptcy Court entered a stipulation and order allowing
Goldman Sachs Credit Partners, L.P., Banca Nazionale, JPMCB, and the Bank of
Tokyo to intervene as plaintiffs. On October 9, 2003, the Bankruptcy Court
granted Mizuho's motion to consolidate the adversary proceeding with a motion
for relief from stay filed by Mizuho and Banco Bilbao in November 2002.
(B) PONDEROSA PINE ENERGY, LLC, ET AL. V. ENRON
CORP., ET AL. (ADV. NO. 02-02826, U.S. BANKRUPTCY COURT, SOUTHERN DISTRICT OF
NEW YORK, MANHATTAN DIVISION) AND BRAZOS ELECTRIC POWER COOPERATIVE, INC. V.
PONDEROSA PINE ENERGY, L.L.C. ET AL. (INCLUDING ECT MERCHANT INVESTMENT CORP.
AND KUCC CLEBERNE, L.L.C.) (NO. C-2002-00267, 249TH JUDICIAL DISTRICT COURT,
JOHNSON COUNTY, TEXAS). PPE and its affiliates are seeking, through an adversary
complaint filed July 24, 2002, a declaration that if they are found liable in
the related Johnson County action, they are entitled to indemnification from ENE
and ENA in an amount equal to the judgment. The parties to the declaratory
judgment action have continued to adjourn the adversary proceeding while they
negotiate a proposed commercial settlement involving, among other issues, the
indemnification obligation. ENE and ENA have not, therefore, filed a responsive
pleading.
The Johnson County litigation, filed in June 2002, involves
multiple power generation companies and lending institutions, including ECTMI
and KUCC Cleburne, which are being sued by BEPC for tortious interference and
conspiracy relating to BEPC's negotiations to purchase an electricity generating
plant in Cleburne, Texas from Tenaska Power Partners. On June 15, 2000, ENA
entered into a purchase agreement with Tenaska Energy, Inc. and others to
purchase certain rights in the partnership that owns the plant, and
subsequently, on June 30, 2000, ENA and PPE entered into an Assignment of
Purchase Agreement whereby ENA assigned all its rights, title, and interest in
the partnership to PPE. In the assignment, PPE assumed all of ENA's obligations
under the purchase agreement and ENA was released from liability except for a
limited indemnification obligation, which is the subject of the PPE adversary
proceeding described above. ENE guaranteed ENA's indemnification obligations.
Damages are unspecified. ECTMI and its subsidiary KUCC Cleburne, which owns a
10% sole limited partnership interest in the limited partnership that owns the
generating plant, are Debtors, and ECTMI and KUCC Cleburne were non-suited
without prejudice because of their respective bankruptcy filings.
(C) ENRON BROADBAND SERVICES, L.P. V. TRAVELERS
CASUALTY AND SURETY COMPANY OF AMERICA (ADV. NO. 02-3459, U.S. BANKRUPTCY COURT,
SOUTHERN DISTRICT OF NEW YORK, MANHATTAN DIVISION). On November 8, 2002, EBS LP
commenced an adversary proceeding against Travelers seeking recovery of $15.9
million pursuant to a capacity service agreement and an advance payment
performance bond issued by Travelers. Travelers
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has answered in the adversary proceeding and asserted, among other things, that
it was fraudulently induced into issuing a surety bond. EBS LP filed a motion
for summary judgment on January 13, 2003, and that motion was argued before the
Bankruptcy Court. On May 20, 2003, the Bankruptcy Court entered an order denying
EBS LP's motion for summary judgment.
(D) SCHOONOVER ELECTRIC CO. V. GARDEN STATE
PAPER CO., L.L.C. (Adv. No. 02-02140, U.S. Bankruptcy Court, Southern District
of New York, Manhattan Division). Schoonover filed this adversary proceeding on
March 7, 2002, seeking a determination of the extent, validity, priority, and
amount of three construction liens filed against real property owned by Garden
State in Garfield, Bergen County, New Jersey. On October 24, 2002, Schoonover
filed a motion for summary judgment. On June 23, 2003, the Bankruptcy Court
entered a memorandum decision denying Schoonover's motion for summary judgment,
dismissing the adversary proceeding, and holding that the Schoonover liens are
and shall be unenforceable against the Debtors' estates.
(E) ENRON NORTH AMERICA CORP. AND ENRON
INDUSTRIAL MARKETS, L.L.C. V. ROBERT RICHARD, CRAIG RICKARD, ANDREW CONNER AND
PULP & PAPER RISK MANAGEMENT CONSULTING, L.P. (Adv. No. 03-02402, U. S.
Bankruptcy Court, Southern District of New York, Manhattan Division). On April
16, 2003, ENA and EIM filed this adversary proceeding seeking unspecified
monetary damages against Pulp & Paper and several of its employees for breach of
various confidentiality agreements between the parties. ENA and EIM allege that
the confidential information wrongfully disclosed included information relating
to the plaintiffs' pricing strategies in the forest products trading industry
and its postpetition strategy for maximizing forward value recovery of
terminated forest products contracts. On September 11, 2003, the Bankruptcy
Court entered a stipulation and agreed order of permanent injunction, the terms
of which permanently enjoin Pulp & Paper and its employees from disclosing the
confidential information to the counterparties from whom ENA is attempting to
collect the forward value of the swap agreements. In addition, ENA waived,
released, and discharged the defendants from all claims specifically related to
this lawsuit.
(F) SAN JUAN GAS CO., INC. V. BONNEVILLE
CONSTRUCTION, S.E. (ADV. NO. 03-3633, U.S. BANKRUPTCY COURT, SOUTHERN DISTRICT
OF NEW YORK, MANHATTAN DIVISION). San Juan Gas seeks an accounting of and
turnover of fiber optic cable and other inventory in Bonneville's possession and
control provided to Bonneville by San Juan Gas pursuant to the terms of a
capital construction agreement entered into by the parties in October 2001. San
Juan Gas also seeks recovery of costs and attorneys' fees.
(G) AMERICAN EXPRESS BANK LTD. V. ENRON CORP.
(ADV. NO. 03-02456, U.S. BANKRUPTCY COURT, SOUTHERN DISTRICT OF NEW YORK,
MANHATTAN DIVISION). On April 25, 2003, AEB filed this declaratory judgment
action against ENE. In June 1999, AEB and ENE entered into a master letter of
credit and reimbursement agreement. In January 2001, AEB issued a standby letter
of credit to ESBI Alberta Ltd. on behalf of ENE's subsidiary ECPC. The adversary
complaint seeks a declaration that AEB's issuance of the March 2002 standby
letter of credit entitled AEB to be subrogated to the rights of ENE in the funds
drawn from the letter of credit. Upon agreement of the parties, ENE's answer to
the adversary complaint was filed on June 18, 2003.
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(iv) INTERNATIONAL LITIGATION RETAINED BY THE ESTATES
(A) AZURIX CORP. V. THE REPUBLIC OF ARGENTINA
(INTERNATIONAL CENTRE FOR THE SETTLEMENT OF INVESTMENT DISPUTES). Azurix has
filed an international arbitration claim for breach of contract under the
Bilateral Investment Treaty between the U.S. and Argentina, against the Republic
of Argentina. Azurix's pending claim against Argentina relates to the
Azurix/Buenos Aires Concession Contract. EBWH, a wholly owned non-Debtor
subsidiary of ENE, owns 33-1/3% of the voting shares of Azurix. Atlantic owns
the remaining 66-2/3% of the voting shares of Azurix. ENE holds a 50% voting
interest in Atlantic, as well as 100% of the cumulative preferred stock issued
by Azurix. The remaining 50% voting interest in Atlantic is held by Marlin.
(B) CATLIN WESTGEN LTD. AND CERTAIN UNDERWRITERS
AT LLOYD'S SUBSCRIBING TO POLICY NO. 901/70028583 V. ECOELECTRICA L.P. (No.
02-4097, U.S. District Court, Southern District of Texas, Houston Division).
Catlin, a Lloyd's Underwriters syndicate, has filed suit for declaratory
judgment against EcoElectrica relating to a $15 million insurance claim claiming
no coverage for property damage or business interruption as a result of the
malfunction of a Siemens turbo-generator. The parties have agreed to mediation,
and the case is stayed pending the parties' attempt at alternative dispute
resolution. This case arises out of the same occurrence as EcoElectrica v.
American International Insurance & Houston Casualty Ins. Co. The mediation held
on August 12, 2003 was unsuccessful. The parties have agreed to submit their
dispute to fast-track, ad hoc arbitration. The decision will be final and
binding. The arbitration is scheduled for the first two weeks of February 2004.
The sale of EcoElectrica closed in late October 2003. The buyer assumed
liability for pending litigation.
(C) ECOELECTRICA V. AMERICAN INTERNATIONAL
INSURANCE CO. OF PUERTO RICO & HOUSTON CASUALTY INSURANCE CO. (NO. 02-2770, U.S.
DISTRICT COURT, DISTRICT OF PUERTO RICO). On December 4, 2002, EcoElectrica, a
542-MW combined-cycle cogeneration, receiving and storage facility, owned 50% by
ENE with the other 50% owned by Edison Mission Energy, Inc. and General
Electric, which is located near Penuelas, Puerto Rico, filed suit against
American International and Houston Casualty for insurance proceeds of
approximately $15 million to cover losses suffered from damage to one of its
electrical generators, for specific performance to compel full payment of the
claim including attorneys' fees, and for a declaratory judgment that payment is
due under the relevant policies. EcoElectrica was granted a default judgment.
However, defendants have moved to set aside the default on jurisdictional
grounds and for a stay of the proceedings pending mediation. The mediation held
on August 12, 2003 was unsuccessful. The parties have agreed to submit their
dispute to fast-track, ad hoc arbitration. The decision will be final and
binding. The arbitration is scheduled for the first two weeks of February 2004.
The sale of EcoElectrica closed in late October 2003. The buyer acquired the
right to any recovery in pending litigation. Refer to Section IV.B.5.g.,
"EcoElectrica, L.P." for additional information regarding the sale.
(D) ENRON CORP. & PONDEROSA ASSETS L.P. V. THE
REPUBLIC OF ARGENTINA (INTERNATIONAL CENTRE FOR THE SETTLEMENT OF INVESTMENT
DISPUTES). ENE and Ponderosa filed an arbitration in March 2003 against the
Republic of Argentina for expropriation resulting from the Emergency Law passed
in January 2002 that abrogates the TGS License provisions providing for (1)
tariffs to be calculated in U.S. dollars, and (2) tariffs to be increased
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based on the U.S. Producer Price Index. The requirement that dollar tariffs be
converted into pesos at an exchange rate of 1:1 eliminated entirely the
License's protections against devaluation of the peso. The government also
prohibits TGS from ceasing operations for non-payment, thereby forcing it to
operate at a loss. Damages are estimated at $450 million. Argentina's objection
to jurisdiction is due August 20, 2003. ENE and Ponderosa will have sixty days
after Argentina files its objection to file a response. An initial hearing to
discuss the reference was held on September 3-4, 2003, and a ruling is pending.
(E) ENRON CORP. AND PONDEROSA ASSETS L.P. V. THE
REPUBLIC OF ARGENTINA (INTERNATIONAL CENTRE FOR THE SETTLEMENT OF INVESTMENT
DISPUTES). ENE and Ponderosa filed a request for arbitration on February 22,
2000 against The Republic of Argentina to challenge the arbitrary imposition of
provincial stamp taxes on their pipeline, TGS. The total amount of taxes sought
by various provinces, excluding penalties and interest was approximately $547
million at the time the arbitration was filed. Currently, the total amount
sought is approximately $147.8 million because of the fluctuation in the
Argentine currency. Penalties and interest could potentially treble this amount.
Argentina challenged jurisdiction of the ICSID and ENE/Ponderosa responded. A
hearing on Argentina's objection to jurisdiction was held September 3-4, 2003,
and a ruling is pending.
(F) GASPARTICIPACOES LTDA. V. COMPANIA DE GAS DA
BAHIA, STATE OF BAHIA AND PETROBRAS. In July 2002, Gaspart filed a declaratory
action to have its shareholder rights reinstated in Bahiagas. Petrobras and the
State of Bahia unilaterally stripped Gaspart of its shareholder rights because
of the ENE bankruptcy. Gaspart was granted a temporary injunction partially
reinstating its shareholder rights. Gaspart requested and was granted a revision
of the order for full reinstatement. The defendants filed a "declaratory
embargo" seeking to quash the injunction. Although Gaspart was successful in its
last hearing, the State of Bahia continues the appeal process. Gaspart has
engaged a commercial consultant to assist in the negotiation of a commercial
resolution. The parties are discussing settlement.
(G) GREAT LAKES DREDGE & DOCK COMPANY AND
DAWSONDREDGING COMPANY V. LINGTEC CONSTRUCTORS L.P. AND ENRON POWER SERVICES
B.V. (DEMAND FOR ARBITRATION PURSUANT TO THE UNITED NATIONS COMMISSION ON
INTERNATIONAL TRADE LAW ARBITRATION RULES) (LONDON, ENGLAND). The dispute
relates to a subcontract originally executed in August 1999 between Great Lakes
and LINGTEC for work related to LINGTEC's contract with Dabhol Power. Under the
general contract, LINGTEC was to generally develop and procure an LNG unloading
regasification and storage facility in the vicinity of the existing Dabhol power
station. Claimant seeks damages totaling over $13 million. LINGTEC's bankruptcy
filing in January 2003 stayed proceedings as to LINGTEC and EPS's liquidation
proceeding filed in the Netherlands stayed proceedings as to EPS.
(H) SARAS S.P.A. RAFFINERIE SARDE (ITALY) V.
ENRON DUTCH HOLDINGS, B.V. (NETHERLANDS) (NO. 11980/ACS, INTERNATIONAL COURT OF
ARBITRATION, ICC, GENEVA, SWITZERLAND). In January 2002, Saras filed a request
for arbitration against EDH alleging that EDH ceased to be an "affiliate" of ENE
as defined by the Shareholders' Agreement when ENE transferred its EDH shares to
ES Power 3, L.L.C., a limited liability company that Saras alleges is not a
fully owned subsidiary of ENE. EDH denies Saras' allegations.
276
ENE holds 100% of the voting interest and a .025% economic
interest in ES Power 3 L.L.C., with ES Power 1 L.L.C. holding the remaining
99.975% economic interest in ES Power 3 and no voting rights. ENE similarly
holds 100% of the voting interest and a .01% economic interest in ES Power 1
L.L.C., with ESP 1 Interest Owner Trust holding the remaining 99.99% economic
interest in ES Power 1 L.L.C. and no voting rights. Entities in the Whitewing
financing transaction have acquired a Certificate of Beneficial Ownership in,
and Notes by, EPS 1 Interest Owner Trust, and such entities are entitled to
receive certain capped proceeds from the Certificate and the Notes. ENE through
ES Power 2 L.L.C., is entitled to receive the remainder of the proceeds. Refer
to Section III.F.41., "Osprey/Whitewing" for information regarding the Whitewing
financing transaction. EDH asserts that it has not violated the Shareholders
Agreement success by EDH in the arbitration will confirm ENE's indirect
ownership of shares in Sarlux.
Saras further alleges that the share transfer from EDH to ES
Power 3 L.L.C. entitles it to exercise an option call on all the shares held by
EDH in Sarlux at the net book value less 10% as provided for in the
Shareholders' Agreement. Saras contends the option call was exercised by written
notice on January 15, 2002, and that it is entitled to purchase EDH's shares in
Sarlux for approximately (euro)60 million. EDH denies that this transfer
triggered the option call, and in any event EDH's third party consultants have
valued its shares in Sarlux at least (euro)188 million. The parties have
submitted their position statements to the arbitration panel. It is anticipated
that the proceedings will continue through the second half of 2004.
(I) ENRON POWER CONSTRUCTION COMPANY, ENRON
ENGINEERING & CONSTRUCTION COMPANY AND ENRON EQUIPMENT PROCUREMENT CO. V. CIGSA
CONSTRUCCION, S.A. DE CV, ASTILLEROS DEL GOLFO S.A. DE C.V., AND AGE
MANTENIMIENTO, S. DE R.L. DE C.V. (NO. H-02-3143, U.S. DISTRICT COURT, SOUTHERN
DISTRICT OF TEXAS, HOUSTON DIVISION); CIGSA V. CABYL (NO. 72/2002, 6TH STATE
COURT, TAMPICO, TAMAULIPAS, MEXICO); AND CIGSA V. ENRON POWER CONSTRUCTION
COMPANY (NO. 72/2002, 4TH STATE COURT IN CIVIL MATTERS, TAMPICO, TAMAULIPAS,
MEXICO). EPCC, EECC, and EEPC contributed procurement services and provided
financing for six PEMEX construction projects in Mexico to CIGSA Construction,
S.A. de CV., Astilleros del Golfo S.A. de C.V., and Age Mantenimiento, S. de
R.L. de C.V. and other related entities. Certain of these projects were
undertaken through CAByL, which is 50% owned by Odebrecht. As a result of
disputes between the Cigsa entities on the one hand and the Enron entities and
Odebrecht on the other hand, there are litigation and arbitration proceedings
underway related to the distribution of project proceeds. The projects are
completed. The Enron entities seek a recovery of approximately $23 million in
project proceeds, advancement of financing and related expenses. The Cigsa
entities dispute the claim, contend that the Enron entities owe the Cigsa
entities approximately $10 million and seek ownership of the Enron entities
interest in CAByL. Odebrecht has also filed suit by and through a related entity
to assert a claim of approximately $17 million against CAByL. On July 28, 2003,
the parties entered into a settlement agreement under which the Enron entities
will receive an initial disbursement of $14 million and subsequent payments
representing claims submitted to PEMEX. Under the terms of the settlement, the
parties have also agreed to release all claims relating to the litigation. The
settlement has been approved by the Bankruptcy Court.
(J) TGS V. THE PROVINCES OF RIO NEGRO, SANTA
CRUZ, NEQUEUN, LA PAMPA AND CHUBUT (FEDERAL SUPREME COURT OF ARGENTINA). In
2001, TGS (in
277
which ENE owns a 25% interest) filed five separate declaratory judgment actions
and requests for injunction against the Argentinean provinces of Rio Negro,
Santa Cruz, Nequeun, La Pampa and Chubut in the Supreme Court of Argentina to
invalidate stamp tax assessments totaling in excess of $200 million (including
penalties and interest). On April 10, 2001, the Argentina Supreme Court granted
TGS the injunctions against payment of the taxes pending consideration of the
cases on their merits.
(v) OTHER PENDING LITIGATION OR ARBITRATIONS
(A) AMERICAN WATER SERVICES, INC. AND AMERICAN
WATER WORKS CO., INC. V. AZURIX CORP. (NO. 20189-NC, CHANCERY COURT OF NEW
CASTLE COUNTY, DELAWARE). Azurix has been sued for breach of contract and
specific performance for failure to provide a financial guaranty and other
contractual claims relating to the sale of certain subsidiaries of Azurix.
Discovery is proceeding in this matter. ENE is prepared to issue a postpetition
guaranty of Azurix's alleged obligation with respect to the financial guaranty,
and on June 12, 2003, the Bankruptcy Court approved ENE's issuance of the Azurix
guaranty. As of August 29, 2003, ENE had not issued the guaranty. EBWH, a wholly
owned non-Debtor subsidiary of ENE, owns 33-1/3% of the voting shares of Azurix.
Atlantic owns the remaining 66-2/3% of the voting shares of Azurix. ENE holds a
50% voting interest in Atlantic, as well as 100% of the cumulative preferred
stock issued by Azurix. The remaining 50% voting interest in Atlantic is held by
Marlin.
(B) BEESON, ECLIPSE OIL & GAS INC. AND O'NEILL
PROPERTIES, LTD., FOR THEMSELVES AND ALL OTHERS SIMILARLY SITUATED V. INTRATEX
GAS COMPANY, DOW CHEMICAL COMPANY, AND TENNGASCO GAS SUPPLY COMPANY, F/K/A
TENNAGASCO, INC. AND BEESON, ECLIPSE OIL & GAS INC. AND O'NEILL PROPERTIES,
LTD., FOR THEMSELVES AND ALL OTHERS SIMILARLY SITUATED V. INTRATEX GAS COMPANY,
DOW CHEMICAL COMPANY, AND TENNGASCO GAS SUPPLY COMPANY F/K/A TENNAGASCO, INC.
(NO. 95-07388-A, 80TH JUDICIAL DISTRICT COURT, HARRIS COUNTY, TEXAS). Beeson,
Eclipse, and O'Neill filed a class action alleging that HPL failed to take
ratably from gas wells in Texas. The complaint seeks $466 million in damages. In
February 2001, the trial court denied the class certification requested by
Beeson, Eclipse and O'Neill. Beeson, Eclipse and O'Neill have appealed (Case No.
01-00239, Texas Court of Appeals, 1st District).
(C) BUFFALO V. GARDEN STATE PAPER COMPANY ET AL.
(NO. L- 366-02, SUPERIOR COURT, MIDDLESEX COUNTY, NEW JERSEY). On November 27,
2000, a forklift operated by an employee of the Port Cateret Recycling
facilities struck Philip Buffalo, a driver for Penske. Reserving its rights
under the terms of the parties' contract, the demand for indemnification was
accepted by Gallagher Bassett Services, Inc. on behalf of Penske on May 15,
2001. An order of dismissal dismissing ENE pending bankruptcy, was entered
February 25, 2002. Penske assumed Garden State's defense and agreed to indemnify
Garden State, Port Carteret, and Amaro on June 28, 2002. Although damages are
unspecified, assuming liability is established, they could exceed $1 million.
(D) C.C. SUNRISE, LTD., ET AL. V. PITTENCRIEFF
AMERICA, INC., ET AL., INCLUDING JOINT ENERGY DEVELOPMENT INVESTMENTS LIMITED
PARTNERSHIP AND ENRON CAPITAL CORP. (NO. 01-1207-A, 28TH JUDICIAL DISTRICT
COURT, NUECES COUNTY, TEXAS). Sunrise
278
seeks unspecified damages for alleged contamination of 130 acres of real
property along the Laguna Madre in South Texas. Joint Energy and Enron Capital
Corp. are alleged to have been owners/operators of adjacent real property upon
which Joint Energy and Enron Capital Corp. allegedly operated certain oil and
gas facilities, including storage tanks, processing plant, pipelines and
disposal pits. On October 31, 2003, the plaintiffs non-suited JEDI and Enron
Capital after the parties agreed to toll the statutes of limitations.
(E) COMMISSIONER OF BANKING V. GULF COMPANY LTD.
(NO. 128-3-02, SUPERIOR COURT, WASHINGTON COUNTY, VERMONT). On April 18, 2002,
following petition for seizure, as entered March 7, 2002, the State of Vermont
petitioned for an order to rehabilitate alleging insolvency of Gulf Company,
ENE's captive insurance company, which is formed and licensed under Vermont law.
The state alleges as "highly uncertain" Gulf Company's ability to collect any of
a $54 million demand note from ENE. If the note cannot be collected, Gulf's
exposure to scheduled claims exceeds its assets. By stipulation entered on June
29, 2002, the parties agreed to entry of an order to rehabilitate and a
delegation of authority, whereby the business of Gulf Company continues under
the auspices of the State to satisfy claims on a month-to-month basis by drawing
down required funds from the demand note pursuant to certain Bankruptcy Court
orders authorizing ENE to continue paying workers' compensation obligations and
to pay all obligations owing in respect of ENE's captive insurance program.
(F) CONAGRA TRADE GROUP, INC. F/K/A CONAGRA
ENERGY SERVICES, INC. V. ENRON RESERVE ACQUISITION CORP. (NO. 13 198 00925 2,
AMERICAN ARBITRATION ASSOCIATION, NEBRASKA). ConAgra filed a demand for
arbitration claiming breach of a master crude oil purchase and sale agreement
dated October 31, 2001 between ConAgra and ERAC. There is also an ENE guaranty
dated October 31, 2001 in the amount of $10 million supporting the obligations
of ERAC pursuant to the agreement. ConAgra seeks $9.3 million, together with
interest from December 1, 2001, attorney's fees and costs of the proceeding. The
matter is stayed, and settlement talks have been initiated.
(G) COSTILLA ENERGY INC., BY AND THROUGH ITS
LITIGATION TRUSTEE, GEORGE HICKS V. ENRON CORP. ET AL. (INCLUDING ENRON NORTH
AMERICA CORP. AND JEDI II, L.P., ENRON CAPITAL MANAGEMENT L.P., ENRON CAPITAL
MANAGEMENT II, L.P. AND ENRON CAPITAL II CORP.) (NO. 01-CV-159, U.S. DISTRICT
COURT, SOUTHERN DISTRICT OF TEXAS, LAREDO DIVISION) (REMANDED) (NO. 5019, 49TH
JUDICIAL DISTRICT COURT, ZAPATA COUNTY, TEXAS). Costilla claims ENA promised
that it would finance certain property acquisitions and that it did not do so
and as a result of the breach Costilla suffered damages between $25 million and
$400 million. Costilla initially filed suit against ENA in Harris County, Texas.
Two weeks later, Costilla filed suit against various Enron entities in Zapata
County, Texas. However, Costilla did not dismiss the case in Harris County. ENA
filed a counterclaim in Harris County. ENA also moved to transfer venue and to
abate the Zapata County case. The federal court case was closed on August 15,
2002 when the case was remanded to the district court in Zapata County. The
Harris County suit was dismissed for want of prosecution on February 7, 2003. A
motion to transfer venue from Zapata County to Harris County was denied on June
10, 2003.
(H) EDISON SALVAGE ASSOCIATES V. GARDEN STATE
PAPER L.L.C., ET AL. (NO. L-5233-00, SUPERIOR COURT, BERGEN COUNTY, NEW JERSEY).
This is a suit for
279
breach of a lease agreement by Garden State for a closed recycling center that
occurred prior to ENE's acquisition of Garden State. Garden State is being
defended and indemnified by Media General, the company from which ENE acquired
Garden State.
(I) ENRON EQUIPMENT PROCUREMENT CORP. V.
SIEMENS-WESTINGHOUSE POWER CORP. (NO. 2001-44553, 113TH JUDICIAL DISTRICT COURT,
HARRIS COUNTY, TEXAS) (ORIGINALLY ASSIGNED TO THE 269TH JUDICIAL DISTRICT COURT,
HARRIS COUNTY, TEXAS). EEPC alleges that Siemens-Westinghouse breached the terms
of a purchase agreement entered into by the parties and engaged in fraud with
respect to the sale of gas turbine generator equipment damaged during transit.
EEPC seeks recovery of the $24 million paid towards the purchase price,
liquidated damages and related termination fees, punitive damages, and
attorneys' fees. Siemens-Westinghouse has filed a $1.8 million counterclaim
seeking recovery of the balance due on the purchase price and storage fees.
Discovery has begun. In September 2002, the presiding judge recused himself
because of a conflict of interest and the case has been reassigned. Trial has
been stayed as a result of EEPC's chapter 11 filing on October 31, 2003. In a
related case filed in the United States District Court for the Southern District
of Texas, EEPC and Siemens-Westinghouse seek recovery of the $3 million
replacement cost of the damaged generator from EEPC's insurance carrier, Gulf
Insurance Co.
(J) GLATZER V. ENRON CORP., ECT CORP., FRANK
WEISSER AND PATRICIA JEHLE (NO. 16465/96, SUPREME COURT, BRONX COUNTY, NEW YORK)
AND GLATZER V. BEAR STEARNS & CO., INC. (NO. 95 CV 1154, U.S. DISTRICT COURT,
SOUTHERN DISTRICT OF NEW YORK). Glatzer alleges that ECT Corp. misappropriated
trade secrets regarding monetization of production payments. The alleged trade
secret was Glatzer's idea to monetize production payments. Glatzer alleges he
gave his idea to Bear Stearns who then allegedly relayed the idea to ECT Corp.
Glatzer's damages are unspecified, but he has offered to settle for $1 million.
The court granted ECT Corp.'s motion for summary judgment on July 14, 1999. On
December 10, 2000, the Court of Appeals affirmed. Glatzer has filed a motion for
reconsideration.
(K) IN RE NATURAL GAS ROYALTIES QUI TAM
LITIGATION (GRYNBERG LITIGATION) (NO. 97-1421, U.S. DISTRICT COURT, DISTRICT OF
COLORADO & NO. 97-2087, U.S. DISTRICT COURT, EASTERN DISTRICT OF LOUISIANA, NEW
ORLEANS DIVISION (MDL -- NO. 99-MD-1293, U.S. DISTRICT COURT, DISTRICT OF
WYOMING, CASPER DIVISION) (DEBTORS ENRON CORP. AND LRC, ENA, AS WELL AS
CROSSCOUNTRY ENTITIES, ARE DEFENDANTS). Refer to Section IX., "CrossCountry
Energy Corp." for further information. This is a qui tam action brought against
most of the pipeline companies in America, alleging fraudulent practices in the
measurement of gas and Btu content produced on federal lands, which allegedly,
has resulted in lower royalties. Damages are unspecified.
(L) NOSEFF ET UX. V. PINNACLE NATURAL GAS
COMPANY, ET AL., INCLUDING NORTHERN NATURAL GAS AND ENRON CORP. (NO.
CV-2001-01278, 2ND JUDICIAL DISTRICT COURT, BERNALILLO COUNTY, NEW MEXICO).
Noseff, a field employee of Transwestern, alleged personal injuries as a result
of a gas fire in July 1998 at a pipeline interconnect between Pinnacle and NNG
near Hobbs, New Mexico, that he was servicing when the incident occurred. Noseff
further sought to circumvent the workers' compensation immunity by suing NNG and
ENE alleging that ENE failed to adequately fund the maintenance of the
interconnect and was negligent by its failure to supervise the design,
manufacture and installation of the interconnect,
280
owned by NNG. Noseff alleged that NNG was negligent by its failure to evaluate
and implement changes in the equipment on the interconnect that would have
prevented the incident. Noseff sought compensatory and punitive damages. NNG and
ENE are insured for first dollar exposure/expense pursuant to an AIG novation
agreement with Gulf Company and their excess coverage. The parties have settled
and a mutual release was entered. The file is closed. The settlement releases
both NNG and ENE, and the dismissal to be entered by the court will dismiss both
NNG and ENE with prejudice.
(M) VIVIENDI NORTH AMERICAN CORPORATION F/K/A
ANJOU INTERNATIONAL COMPANY V. ARTEMIS ASSOCIATES, L.L.C. (NO. 70 M 168 00637
02, AMERICAN ARBITRATION ASSOCIATION, HOUSTON, TEXAS). This is a dispute between
Artemis, the Enron entity utilized to purchase Limbach in 1998, and Anjou
regarding a Stock Purchase Agreement dated March 3, 1998. Anjou raises issues
regarding the final settlement and reimbursement of self-insurance amounts and
other bonding and insurance matters. Arbitration was initiated by Anjou in
October 2002. In December 2002, Artemis filed for bankruptcy protection, thereby
staying the arbitration. In July 2003, the American Arbitration Association
dismissed the matter for want of prosecution.
g. NON-MATERIAL LITIGATION
The Debtors' estates and non-Debtor entities affiliated with
the Debtors' estates estimate that the pending litigation in which the claimed
damages are less than $1 million does not exceed $15 million in claims. This
estimate takes into account that many of the cases have not pleaded a specified
amount of damages and there has been no analysis of the likelihood of recovery
on any of these claims. The table below sets forth certain information regarding
this pending litigation.
CASE NAME DAMAGES RECOVERIES DEBTOR(S)
CLAIMED PLEAD
- ----------------------------------------------------------------------------------------------------------------
Hetzel v. EBS & Enton Corp $ 2,000,000 ENE/EBS
UBS AG v. ENA $ 7,000,000 ENA
Berry Group v. ENA & Enron Capital & Trade
Resources $ 6,000,000 ENA
Houston Street Exchange v. ENW $ 5,000,000 ENW
Lindert v. ENE, EESO & EESI $ 1,000,000 ENE/EESO/EESI
Preston Gulf Coast & St. Mary's LLC v. ECTMI &
counterclaim declaratory relief $ 1,100,000 ECTMI
RSM Production et al. v. El Paso et al.including
ENE, Intratex & EGM unspecified ENE/IGC/EGM
ECTRIC v . Ringeriks $ 2,500,000 ECTRIC
ECTRIC v. Valdres $ 3,000,000 ECTRIC
Associated Bulk Carriers v. ECTRIC $ 3,400,000 ECTRIC
CMC Petrol Oil SL v. Enron Holdings $ 3,000,000 Non debtor EE
Kongsberg v ECTRIC $ 1,000,000 ECTRIC
Vallirana v. Enron Holdings $ 1,200,000 Non debtor EE
Enron Canada Corp. v. Aquila Merchant Services
Int'l $ 7,200,000 Non debtor ECC
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CASE NAME DAMAGES RECOVERIES DEBTOR(S)
CLAIMED PLEAD
- ----------------------------------------------------------------------------------------------------------------
Enron Canada Corp. v. AEP Energy Services $ 2,800,000 Non debtor ECC
Enron Canada Corp. v. Cascade Natural Gas $ 3,400,000 Non debtor ECC
Enron Canada Corp. v. Lakeside Feeders $ 6,700,000 Non debtor ECC
Enron Canada Corp. v. Nexen Marketing $ 7,900,000 Non debtor ECC
Am. Express Bank v. Enron Canada Power Corp et al. $ 6,000,000 Non debtor ECC
Baytex Energy Ltd. v. Enron Canada Corp. amd
counterclaim $ 800,000 $ 1,600,000
Calpine Canada Natural Gas Partnership v Enron
Canada Corp & counterclaim $ 1,500,000 $ 36,500,000 Non debtor ECC
Canadian Hunter Resources v. Enron Canada Corp. $ 8,300,000 $ 1,200,000 Non debtor ECC
Domcan Boundary Corp. v. Enron Canada Corp.and
counterclaim $ 1,100,000 $ 15,800,000 Non debtor ECC
Duke Energy/Enron Canada Corp. Arbitration $ 4,500,000 Non debtor ECC
Murphy Oil Co. Ltd. v Enron Canada Corp. and
counterclaim $ 1,600,000 unspecified Non debtor ECC
Murphy Canada Exploration Co. v. Enron Canada
Corp. and counterclaim $800,000 $ 23,100,000 Non debtor ECC
Paramount Resources v.Enron Canada Corp. and
counterclaim $ 1,800,000 $ 3,600,000 Non debtor ECC
Tailsman Energy v. Enron Canada Corp.and
counterclaim $ 2,000,000 $ 45,000,000 Non debtor ECC
Tailsman Energy v. Enron Canada Corp.and
counterclaim $ 5,000,000 $ 45,000,000 Non debtor ECC
SJG Cogeneration v. Enron Power Corp. $ 2,700,000 EPC
ConsorcioEnron Energia Mercosul v. Centrais
Electricas do Sul Brasil $ 3,000,000 Non-debtor EC
Refineria Panama, S.A. (REFPAN) v Enron Capital &
Trade Global Resources Corp. (ECTGR) $ 6,500,000 Non debtor ECTGR
CDHR and Progasco v The Protane Corp. $ 1,200,000 Protane
Gas del Estado v. TGS $ 6,000,000 Non-debtor TGS
Eucatex v. Enron Comercializadora de Energia Ltda. $ 6,000,000 Non debtor ECE
HSB Engineering v. Fauji Kabirwala Power & NEPCO $ 4,300,000 NEPCO
Onxy Pre-Conditioning Services v. NEPCO $ 1,800,000 NEPCO
MDG Directional Drilling, Inc. v. San Gas Co. et
al. $ 1,200,000 SJG
$92,700,000 $ 209,400,000
2. GOVERNMENT INVESTIGATIONS
The factual descriptions below address certain governmental
investigations surrounding certain Debtors, non-Debtor affiliates, and certain
assets/structures held by the Debtors and/or non-Debtor affiliates. The factual
descriptions below, which are based on the Debtors' view of the investigations
and proceedings and subject to further review, elaboration, or
282
modification, are included for information purposes only, and others familiar
with these proceedings, including the governmental agencies involved in the
investigations, the ENE Examiner, and other third parties may dispute all or
part of these descriptions or assessments. The Enron Companies are cooperating
with all governmental investigations. Such investigations may result in, among
other things, assessment of fines and penalties and/or criminal charges against
all or some of the Enron Companies and their current or former employees. The
Debtors assert that, in accordance with the priority scheme under the Bankruptcy
Code, all such claims are subordinate to General Unsecured Claims.
a. SEC AND DEPARTMENT OF JUSTICE. The federal government
has initiated various investigations into, and judicial proceedings relating to,
the affairs of the Enron Companies through, among others, the SEC and the DOJ.
(i) SEC
(A) INVESTIGATION. On October 30, 2001,
the SEC issued a formal order of investigation titled "In the Matter of Enron
Corp. (HO-9530)." The SEC stated that it was investigating "[w]hether Enron and
certain persons and entities associated with Enron, misstated or caused the
misstatement of the financial condition and results of operations of Enron and
disclosures related thereto, and whether certain persons and entities violated
the anti-fraud provisions of the federal securities laws in connection with the
purchase and sale of Enron securities." (35) Since this initial investigation,
ENE has subsequently received numerous subpoenas and written and verbal requests
from the SEC for information and documents.
(B) FINANCIAL INSTITUTIONS. On March
17, 2003, the SEC filed its complaint and simultaneously announced an $80
million settlement with Merrill Lynch. The complaint alleges that the defendants
aided and abetted ENE's alleged manipulation of its 1999 earnings. As part of
the settlement, Merrill Lynch neither admitted nor denied guilt. The settlement
does not extend to the individual defendants in the complaint, who are former
Merrill Lynch executives. The SEC is also investigating Citigroup and JPMCB in
connection with, among other things, their prepay transactions with the Enron
Companies. No litigation has been commenced against either of these entities.
(C) CIVIL PROCEEDINGS AGAINST KOPPER.
The SEC brought a civil action against Michael Kopper that parallels the
criminal proceeding (refer to Section IV.C.2.a(iii), "Criminal Proceedings"). On
August 22, 2002, the United States District Court for the Southern District of
Texas entered a final judgment against Kopper that incorporated the terms for
forfeiture and surrender of $12 million as set forth in the Kopper Agreement
with the DOJ (Refer to Section IV.C.2.a(iii)(A), "Michael Kopper Plea" for
further information). A number of other civil proceedings have also been
commenced against Kopper. On August 26, 2002, the Creditors' Committee commenced
an adversary proceeding against Kopper and LJM2 seeking, among other things,
turnover of $8 million of the assets and a temporary restraining order to
prevent action by Kopper and LJM2 with respect to the assets referenced in the
Kopper Agreement. Thereafter, on October 17, 2002, the Bankruptcy Court
- -------------------------
(35) Securities and Exchange Commission v. Andrew S. Fastow, Misc. No.
01-MS-00456; United States District Court, District of Columbia.
283
signed a stipulation and consent order by and among ENE, the Creditors'
Committee, the SEC, and Kopper whereby the SEC agreed to seek amendment of the
SEC Final Judgment to provide for, among other things, distribution of the $8
million in assets to public investors who are holders of ENE's unsubordinated
debt securities issued pursuant to a registration statement on Forms S-1 or S-3.
(D) CIVIL PROCEEDINGS AGAINST FASTOW.
The SEC brought a civil action against Andrew Fastow that parallels the criminal
proceeding filed against him (refer to Section IV.C.2.a(iii), "Criminal
Proceedings" for further information). A number of other civil proceedings have
also been commenced against Fastow.
(E) CIVIL PROCEEDINGS AGAINST HOWARD
AND KRAUTZ. Moreover, on March 12, 2003, the SEC filed a civil action against
Kevin A. Howard and Michael W. Krautz in the United States District Court for
the Southern District of Texas. The SEC alleges that Howard and Krautz,
employees of EBS, engaged in a scheme that allowed ENE to recognize and report
$111 million in fraudulent earnings in connection with "Project Braveheart,"
which involved the monetization of assets resulting in an immediate recognition
of earnings from a long-term agreement with Blockbuster to develop and provide
video-on-demand services. The SEC seeks injunctive relief and disgorgement of
Howard's and Krautz's unlawful gains and civil penalties.
(F) CIVIL PROCEEDINGS AGAINST COLWELL.
On October 9, 2003, the SEC filed a civil action alleging that Wesley H.
Colwell, the former chief accounting officer for ENA, violated the antifraud
provisions of the federal securities laws by engaging in a scheme to defraud
investors by manipulating ENE's publicly reported earnings through devices
designed to produce false, misleading financial results. Without admitting or
denying guilt, Colwell entered into a contemporaneous settlement agreement in
which he agreed to be barred from serving as an officer or director of a
publicly traded company and to pay a $300,000 disgorgement plus prejudgment
interest and a civil penalty of $200,000. In addition, as part of the
settlement, Colwell will continue to cooperate in the ongoing SEC and DOJ
investigations of ENE.
(ii) DOJ INVESTIGATIONS. The DOJ is conducting an
investigation of the circumstances and individuals involved in the events
leading to the bankruptcy of ENE to determine whether any laws of the United
States of America were violated. In addition to the ongoing investigation by the
DOJ's Enron Task Force, in August 2002 the United States Attorney for the
Northern District of California initiated an investigation into alleged price
manipulation of the California wholesale energy market by ENE and others. The
DOJ's ongoing investigation in the Enron Companies' West Coast trading practices
has resulted in criminal proceedings against two former employees: Timothy
Belden and Jeffrey Richter.
(iii) CRIMINAL PROCEEDINGS. Criminal proceedings
have been instituted against several former employees of the Debtors.
(A) MICHAEL KOPPER PLEA. On August 21,
2002, Michael Kopper and the DOJ filed the Kopper Agreement in the United States
District Court for the Southern District of Texas. The Kopper Agreement provides
that Kopper will waive indictment
284
and plead guilty to an information charging him with one count of conspiracy to
commit wire fraud and one count of conspiracy to engage in monetary transactions
in property derived from specified unlawful activity, charges arising from
Kopper's involvement in certain transactions with ENE and related SPEs.
In the Kopper Agreement, Kopper acknowledged that he, ENE's
former Chief Financial Officer Andrew Fastow, and others used transactions
involving SPEs to enrich themselves at the Debtors' expense, and in violation of
their duty to provide ENE and its shareholders with honest services.
Under the Kopper Agreement, Kopper agreed, among other things,
(1) not to contest forfeiture of and surrender of all possible claims to $4
million in a Charles Schwab account in the name of LJM2 Capital Management,
L.P., and (2) to pay $8 million in a matter directed by the SEC. After Kopper
fulfills his obligations under the Kopper Agreement, the DOJ has agreed to
recommend leniency in sentencing. The DOJ also agreed not to pursue forfeiture
beyond the $4 million in the Charles Schwab account and the $8 million Kopper
agreed to pay to the SEC pursuant to the final judgment entered by the United
States District Court for the Southern District of Texas.
(B) TIMOTHY BELDEN PLEA. On October 17,
2002, Timothy Belden and the DOJ entered the Belden Agreement in the United
States District Court for the Northern District of California. The Belden
Agreement provides that Belden will waive indictment and plead guilty to an
information charging him with one count of conspiracy to commit wire fraud,
which derives from Belden's trading activities as Director of Enron's California
energy trading desk and Vice President and Managing Director in charge of
Enron's West Power Trading Division in Portland, Oregon.
In the Belden Agreement, Belden acknowledged that he and
others, from 1998 through 2001, implemented schemes to fraudulently increase
revenue for Enron from California energy market participants by intentionally
filing false energy schedules, thereby manipulating market prices.
Under the Belden Agreement, Belden agreed among other things,
to waive all rights in $2.1 million he received from Enron and placed in two
Charles Schwab accounts, and he agreed not to contest forfeiture of these funds
to the United States. If Belden is subject to a monetary judgment from a
successful third-party claimant in the ENE bankruptcy proceeding, the DOJ has
agreed to dismiss its forfeiture action in the amount of any judgment.
Additionally, the $2.1 million will be applied against Belden's obligation to
pay restitution. Upon Belden's completion of his obligations under the Belden
Agreement, the DOJ has agreed to not oppose a downward adjustment of three
levels under the federal sentencing guidelines. The DOJ also agreed not to file
or seek additional charges against Belden that could be filed as a result of its
current investigation of Belden.
(C) ANDREW FASTOW INDICTMENT. On
October 31, 2002, a grand jury convened by the United States District Court for
the Southern District of Texas indicted Andrew Fastow, ENE's former CFO, on 78
counts of wire fraud, conspiracy to commit wire fraud, conspiracy to commit wire
and securities fraud, obstruction of justice, money
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laundering, and money laundering conspiracy. The indictment alleges that
during his employment at ENE, Fastow and others engineered a series of
transactions utilizing SPEs that defrauded ENE, its shareholders, the SEC, and
others. Fastow pleaded not guilty to all charges on November 6, 2002, and
remains free on a $5 million bond.
On April 29, 2003, the grand jury issued a superseding
indictment that included 31 additional counts against Fastow and added Ben F.
Glisan, Jr. and Dan Boyle as co-defendants. This superseding indictment charges
the defendants with conspiracy to commit wire fraud, conspiracy to falsify
books, records and accounts, conspiracy to commit wire and securities fraud,
wire fraud, obstruction of justice, conspiracy to launder money, money
laundering, insider trading, and filing false federal income tax returns. Boyle
pleaded not guilty to the various charges against him and remains free on bond.
(D) LAWRENCE M. LAWYER PLEA. On January 7, 2003,
Lawrence M. Lawyer and the DOJ entered the Lawyer Agreement in the United States
District Court for the Southern District of Texas. The Lawyer Agreement provides
that Lawyer will waive indictment and will plead guilty to filing false tax
returns that did not report money he received for his work on the RADR
partnership while Lawyer was an employee of Enron Capital Management. The Lawyer
Agreement provides that Lawyer will waive indictment and plead guilty to an
information charging him with one count of willfully making and subscribing to a
false tax return. In the Lawyer Agreement, Lawyer acknowledged that he failed to
report as taxable income $79,468.83 he received from an Enron-related SPE, RADR.
Refer to Section III.G.3., "RADR" for further information on the RADR SPEs.
The Lawyer Agreement requires Lawyer: (1) to pay taxes owed to
the IRS in the amount of $29,274.73; (2) pay restitution in the amount of
$79,468.83 to a relief fund account set up for former Enron employees; and (3)
waive all rights under the Bankruptcy Code to obtain discharge or to delay
payment of any fine or restitution obligation.
(E) JEFFREY S. RICHTER PLEA. On February 4,
2003, Jeffrey S. Richter and the DOJ, through the United States Attorney's
Office for the Northern District of California, and the Enron Task Force,
entered the Richter Agreement in the United States District Court for the
Northern District of California. The Richter Agreement provides that Richter
will waive indictment and plead guilty to one count of conspiracy to commit wire
fraud and one count of making a false statement to the FBI, arising from his
activities as manager of the Short Term California trading desk at Enron's West
Power Trading Division in Portland, Oregon.
In the Richter Agreement, Richter acknowledged that he and
others agreed to devise and implement fraudulent schemes through the California
energy markets. As part of these schemes, Richter and others intentionally filed
false energy schedules and bids in order to manipulate prices in certain
markets.
The Richter Agreement requires Richter to pay restitution in
an amount to be determined, and to cooperate with the DOJ before and after his
sentencing. The DOJ has agreed not to file or seek any additional charges
against Richter that could be filed as a result of its
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current investigation. Additionally, the DOJ has agreed not to oppose a downward
adjustment of three levels under the federal sentencing guidelines.
(F) BEN GLISAN JR. PLEA. On September 10, 2003,
Ben Glisan Jr. entered a guilty plea to one count of conspiracy to artificially
manipulate ENE's financial statements. He was sentenced to five years in federal
prison, which he began serving immediately. Glisan also agreed to forfeit
approximately $1 million in profits he received from his investment in the
Southhampton Project and not to seek a refund of the approximately $412,000 in
income taxes he paid on that profit.
Also on September 10, 2003, the SEC filed suit in federal
district court in Houston (#03-3628) alleging that Glisan violated federal
securities laws by helping ENE to fraudulently inflate its earnings and
operating cash flows to conceal the true extent of its debt and to manipulate
ENE's financial results to the detriment of ENE's shareholders. Simultaneously
with the filing of the complaint, Glisan agreed to file a consent allowing a
final judgment to be entered against him. Glisan, without admitting or denying
the allegations of the complaint, agreed to the entry of a final judgment
permanently enjoining him from violating SEC rules and barring him from holding
officer or director positions in public companies in the future.
(G) INDICTMENTS OF CERTAIN FORMER OFFICERS OF
ENRON BROADBAND SERVICES. On March 26, 2003, a grand jury convened by the United
States District Court for the Southern District of Texas indicted Kevin A.
Howard and Michael W. Krautz on several counts of securities fraud, wire fraud,
conspiracy, and making false statements to the FBI. On April 2, 2003, Howard and
Krautz entered not guilty pleas.
On April 29, 2003, the grand jury issued a 218-count
superseding indictment against Howard, Krautz, Kenneth Rice, Joseph Hirko, Kevin
Hannon, Scott Yeager, and Rex Shelby, all former employees of EBS. In addition
to the charges contained in the original indictment, the superseding indictment
contains charges of misleading the investing public regarding the financial
condition of EBS, insider trading, and money laundering, although not every
defendant is charged with each count in the indictment. Each defendant has
entered a plea of not guilty and remains free on bond.
(H) LEA FASTOW INDICTMENT. On April 30, 2003, a
federal grand jury convened by the United States District Court for the Southern
District of Texas indicted Lea W. Fastow, the wife of Andrew Fastow and a former
ENE employee, charging her with one count of conspiracy to commit wire fraud and
defraud the United States, one count of conspiracy to launder money, and four
counts of filing false federal income tax returns. The indictment alleges, among
other things, that Lea Fastow, in part during her employment at ENE, and others
devised a series of transactions involving SPEs to obtain money through
materially false pretenses, defrauding ENE, its shareholders, the United States,
and others. Lea Fastow entered a plea of not guilty and is currently free on
$500,000 bond.
(I) JOHN FORNEY INDICTMENT. On June 5, 2003, a
federal grand jury convened by the United States District Court for the Northern
District of California indicted John Forney, a former Enron employee, on a
single count of conspiracy to commit wire fraud for acts allegedly committed
while Forney was head of Enron's western real-time power
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trading operations in Portland, Oregon. Forney was arrested in Columbus, Ohio on
June 3 for wire fraud and conspiracy charges filed against him in a criminal
complaint unsealed that day in the Southern District of Ohio. Forney pleaded not
guilty to all charges on June 3, 2003, and remains free on a $40,000 bond.
(J) INDICTMENT OF FORMER ENRON AND MERRILL LYNCH
EMPLOYEES. On September 16, 2003 the ENE special grand jury issued an indictment
charging former Merrill Lynch employees Daniel Bayly, James Brown, and Robert
Furst with conspiracy to commit wire fraud and falsify books and records to help
inflate ENE's 1999 earnings with a deal in which ENE sold an interest in
electricity generators anchored off the Nigerian coast. The indictment also
charged Brown with perjury before the grand jury and with obstruction of the ENE
grand jury investigation. On October 15, 2003, former ENE accountant Sheila
Kahanek and former Merrill Lynch employee William Fuhrs were added to the
indictment and charged with conspiracy to commit wire fraud and falsify books
and records. In addition, Fuhrs was also charged with perjury and obstruction of
justice. The reindictment also added former ENE executives Andrew Fastow and
Daniel Boyle as defendants charging them with conspiracy to commit wire fraud
and falsify books and records. All seven defendants have pleaded not guilty and
are free on bond.
(K) DAVID DELAINEY INDICTMENT. On October 29,
2003, David Delainey, a former ENE employee, and the Enron Task Force of the DOJ
filed a Cooperation Agreement in the U.S. District Court for the Southern
District of Texas. The agreement provides that Delainey will plead guilty to an
indictment charging him with one count of insider trading. Insider trading
carries a maximum penalty of ten years imprisonment, three years of supervised
release, a $1,000,000 fine, restitution, forfeiture of proceeds, and $100
special assessment. In the agreement, Delainey acknowledged that he and other
ENE executives and senior managers "engaged in a wide-ranging scheme . . . to
deceive the investing public about the true nature and profitability of ENE's
businesses by manipulating ENE's publicly reported financial results and making
false and misleading public representations." Delainey admitted to selling ENE
stock on six occasions while in the possession of material non-public
information regarding ENE's financial condition.
The agreement requires Delainey to cooperate fully with the
DOJ, to waive specified claims of attorney-client privilege, to provide
documents to the DOJ, to consent to the adjournment of his sentence, and to
testify at any proceeding as requested by the DOJ. Delainey agreed to forfeit
$4,256,006.67 held in a TD Waterhouse account, representing proceeds of the
offense to which he will plead guilty. After Delainey fulfills his obligations
under the agreement, the DOJ has agreed to recommend leniency in sentencing. The
DOJ also agreed not to pursue forfeiture beyond the $4,256,006.67 in the TD
Waterhouse account and another $3,743,993.33 Delainey agreed to pay to the SEC
in a separate agreement.
b. FERC INVESTIGATIONS. FERC has instituted several
investigations, as described more fully below. FERC has also instituted several
lawsuits. Refer to Section IV.C.1.e(i), "FERC Litigation" for further
information.
(i) FERC FACT-FINDING INVESTIGATION OF POTENTIAL
MANIPULATION OF ELECTRIC AND NATURAL GAS PRICES, DOCKET NO. PA-02-2-000. On
February 13, 2002, FERC
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began a fact-finding investigation into whether any entity, including any of the
Enron Companies, manipulated short-term prices in electric or natural gas
markets in the western United States. FERC's fact-finding investigation began in
the wake of the Debtors' December 2001 bankruptcy filings and is based on
allegations that ENE, through its affiliates, used its market position to
distort electric and gas markets in California and the western United States.
Six months into their investigation, on August 13, 2002, FERC
staff issued an initial report to the U.S. Congress summarizing its findings and
recommendations, including noting that there exists sufficient evidence to
warrant formal investigations of possible violations of the FPA by PGE, EPMI,
ECTRIC, and three companies unrelated to the Enron Companies. On the same date,
FERC did open an investigation of PGE and EPMI under Docket Nos. EL02-114 and
EL02-115.
On March 26, 2003, FERC issued its Final Report on Price
Manipulation in Western Markets and, concurrently with that report, an order was
issued directing EPMI and EESI to show cause to FERC in a paper hearing why
their authority to sell power at market-based rates should not be revoked citing
an apparent violation of section 205(a) of the FPA's requirement that rates be
just and reasonable. This order also directs ENA Upstream, EESI, ENA, and
certain non-Debtor entities to show cause to FERC why their blanket marketing
certificates under section 284.402 of FERC's regulations to make sales for
resale at negotiated rates in interstate commerce of categories of natural gas
subject to FERC's Natural Gas Act jurisdiction should not be revoked. Several
persons sought rehearing of that Order, asking FERC revoke the perspective
authority retroactively to earlier points in time. The Enron entities responded
to the show cause order, as well as to the various pleadings styled as requests
for rehearing. This matter is docketed as Enron Power Marketing, Inc. Docket
Nos. EL03-77-000 et al.
On June 25, 2003, FERC issued an order finding that EPMI and
EESI engaged in gaming in the form of inappropriate trading strategies and that
they failed to inform FERC of changes in market share resulting from gaining
influence/control over others facilities. The order finds that these behaviors
constitute market manipulation and result in unjust and unreasonable rates. In
the June 25 order, FERC also finds that ENA Upstream, EESI, ENA, and certain
non-Debtor affiliates manipulated the natural gas sales market, which it finds
justifies the revocation of their authority to make jurisdictional sales for
resale of natural gas.
FERC ordered the following actions: (a) revocation of EPMI's
and EESI's market-based rate authority and immediate termination of their
electric market-based rate tariffs; (b) termination of EESI's authorization to
make sales of natural gas under 18 C.F.R. Section 284.402 and issuance of a
limited authorization for the sole purpose of liquidating EESI's existing
assets, with the requirement that EESI report to FERC every 30 days regarding
progress in liquidating assets; (c) termination of ENA's authorization to make
sales of natural gas under 18 C.F.R. Section 284.402 and issuance of a limited
authorization for the sole purpose of dissolution of its gas trading book,
liquidation of certain positions, and fulfillment of obligations under two
ongoing contracts, with the requirement that ENA report to FERC every 30 days
regarding progress in terminating these activities; (d) termination of ENA
Upstream's authorization to make sales of natural gas liquidating existing
assets, with a self-effectuating termination date of December 31, 2003; and (e)
termination of the authorizations of certain non-Debtor affiliates' (none of
which
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are included in the Operating Entities) authorizations to make sales of natural
gas under 18 C.F.R. Section 284.402, in one case with limited authorization to
continue certain sales. The Debtors are evaluating whether to file a motion for
rehearing and subsequent appeal. Moreover, certain former counterparties filed
motions for rehearing of the June 25 order asking FERC to make any revocations
retroactive, rather than prospective.
(ii) QUALIFYING FACILITY INVESTIGATIONS. In two
separate proceedings, Southern California Edison Co., Docket Nos. EL03-19-000 et
al. and EL03-17-000 et al., and Investigation of Certain Enron-Affiliated QFs,
Docket No. EL03-47-000, FERC is investigating certain qualifying facilities that
ENE has had an indirect ownership interest in since it acquired PGE. The
allegation in each of the two proceedings is that ENE's ownership interest in
and/or agreements with these qualifying facilities caused electric utility
ownership in these projects to increase above the amount permitted to maintain
qualified facility status.
In the first proceeding, which involves six qualifying
facilities, the named Enron Companies have entered into two settlements, one
with FERC Trial Staff and a second with the utility purchaser. A June 10, 2003
Administrative Law Judge order recommended to FERC that it accept the agreement
with the utility purchaser but not the agreement with FERC Trial Staff. FERC
ultimately accepted both settlements.
In the other proceeding, FERC has initiated an investigation
of twenty-two qualifying facilities in which ENE has or has had an indirect
ownership interest and/or other related contractual arrangements.
On August 13, 2003, FERC issued a Letter Order terminating
Docket No. QF90-203-004 only, the investigation of a qualifying facility owned
by Saguaro Power Company. Settlement agreements for six of the other 22
qualifying facilities have been filed with the Administrative Law Judge but are
not yet before FERC. In addition, the investigation of many other remaining
qualifying facilities are close to settlement. Docket No. EL03-47-000, et al.
remains open, pending the resolution of issues with respect to generation
facilities other than Saguaro's facility.
(iii) FERC BIDDING INVESTIGATION. Also, on June
25, 2003, FERC issued an order initiating an investigation into anomalous
bidding in the California markets. Specifically, the investigation will inquire
as to whether during certain specified periods any bid over $250/MWh may have
been unlawful. FERC will forward bid information from the ISO between the
specified dates of May 1, 2000 and October 1, 2000 to all bidders who were
active in the California market at that time. ENE has requested this information
from FERC, and has made timely responses to FERC regarding this matter. Refer to
Section VIII.C.19., "FERC Bidding Investigation".
c. OTHER FEDERAL INVESTIGATIONS. Other federal agencies
are also conducting investigations regarding the Enron Companies:
(i) THE COMMODITY FUTURES TRADING COMMISSION IS
CONDUCTING AN INVESTIGATION OF VARIOUS ACTIVITIES UNDERTAKEN BY ENE TO DETERMINE
WHETHER SUCH ACTIVITIES WERE IN VIOLATION OF THE COMMODITY EXCHANGE ACT, AS
AMENDED BY THE COMMODITY
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FUTURES MODERNIZATION ACT OF 2002. On March 12, 2003, CFTC filed a complaint
against ENE and Hunter Shively. Refer to Section IV.C.1.e(iii)(A), "United
States Commodity Futures Trading Commission v. Enron Corp. and Hunter Shivley
(No. 03--909, U.S. District Court, Southern District of Texas, Houston
Division)" for further information.
(ii) THE UNITED STATES DEPARTMENT OF LABOR IS
CONDUCTING AN INVESTIGATION OF THE ENRON CORPORATION SAVINGS PLAN, ESOP, CASH
BALANCE PLAN, AND WELFARE BENEFIT PLANS TO DETERMINE WHETHER THERE IS A
VIOLATION OF ANY PROVISION OF ERISA OR ANY REGULATION OR ORDER THEREUNDER. On
June 26, 2003, the Department of Labor announced the filing of a lawsuit against
ENE, the Enron Corporation Savings Plan, the ESOP, and certain members of the
2001 Board and members of the administrative committee of the Enron Corporation
Savings Plan. On July 2, 2003, this lawsuit was consolidated into the Tittle
Action.
(iii) THE PENSION BENEFIT GUARANTY CORPORATION IS
CONDUCTING AN INVESTIGATION OF THE STATUS OF PENSION PLANS SPONSORED BY ANY OF
THE ENRON Companies. Refer to Section IV.A.8., "Employee Matters" for further
information.
(iv) THE DEPARTMENT OF THE TREASURY, INTERNAL
REVENUE SERVICE HAS CONDUCTED ITS ORDINARY COURSE EXAMINATION OF VARIOUS OF THE
ENRON COMPANIES, WHICH BEGAN BEFORE THE INITIAL PETITION DATE. The matter is now
pending with the IRS appeals office.
(v) THE FEDERAL TRADE COMMISSION IS CONDUCTING
AN INVESTIGATION OF THE ACQUISITION OF ASSETS OF PITT-DES MOINES, INC, BY
CHICAGO BRIDGE AND IRON COMPANY, N.V.
(vi) NASD REGULATION is conducting an
investigation of transactions generating revenue for ECT Securities, Inc. for
the period from January 1, 1998 through January 28, 2002.
(vii) THE FEDERAL ELECTION COMMISSION INVESTIGATED
A COMPLAINT BY JUDICIAL WATCH ALLEGING VIOLATIONS OF THE FEDERAL ELECTION
CAMPAIGN ACT IN CONNECTION WITH ENE'S HIRING OF GOP CONSULTANT RALPH REED. THE
COMMISSION DISMISSED THE CHARGES IN THE CASE ON FEBRUARY 11, 2003.
(viii) THE GENERAL ACCOUNTING OFFICE CONDUCTED A
STUDY ON THE RELATIONSHIP OF INVESTMENT BANKS AND ANALYSTS WITH ENE AND GLOBAL
CROSSING. THE GAO ISSUED A REPORT IN MARCH 2003, ENTITLED "INVESTMENT BANKS, THE
ROLE OF FIRMS AND THEIR ANALYSTS WITH ENRON AND GLOBAL CROSSING."
(ix) THE GENERAL SERVICES ADMINISTRATION, IN
MARCH 2002, SUSPENDED ENE AND RELATED ENTITIES FROM OBTAINING FURTHER GOVERNMENT
CONTRACTS. NO FURTHER ACTION HAS BEEN TAKEN.
(x) THE U.S. ATTORNEY FOR THE DISTRICT OF
CONNECTICUT CONDUCTED AN INVESTIGATION INTO VARIOUS ISSUES INCLUDING (1) A
THREE-PARTY TRANSACTION BETWEEN ENE, CRRA, AND NORTHEAST UTILITIES, (2) THE
NEGOTIATION AND AWARDING OF A CONTRACT BETWEEN
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GARDEN STATE AND CRRA, AND (3) POLITICAL CONTRIBUTIONS MADE TO CONNECTICUT
GOVERNMENT OFFICIALS. ENE has responded to a subpoena for documents issued on
May 17, 2002.
d. CONGRESSIONAL INVESTIGATIONS
(i) UNITED STATES SENATE. The United States
Senate has conducted five investigations relating to the Enron Companies.
(A) THE SENATE COMMITTEE ON
GOVERNMENTAL AFFAIRS AND THE PERMANENT SUBCOMMITTEE ON INVESTIGATIONS OF THE
SENATE COMMITTEE ON GOVERNMENTAL AFFAIRS CONDUCTED A MULTI-FACETED INVESTIGATION
INTO THE ROLE OF INTERNAL AND EXTERNAL ACTORS (BOTH PUBLIC AND PRIVATE SECTOR)
IN THE EVENTS LEADING TO THE ENRON COMPANIES' CURRENT SITUATION. The
investigation resulted in the release of four reports:
(1) BOARD OF DIRECTORS. On
July 8, 2002, the Permanent Subcommittee on Investigations released its report,
entitled "The Role of The Board of Directors in Enron's Collapse." The report
focuses on actions or omissions of the Board in allowing ENE to engage in
certain practices and transactions.
(2) FINANCIAL OVERSIGHT. On
October 8, 2002, the Staff to the Senate Committee on Governmental Affairs
released its report entitled "Financial Oversight of Enron: The SEC and
Private-Sector Watchdogs." The report documents the results of the Committee's
review of the financial oversight of the Enron Companies and focuses on the role
of the SEC as well as the role of credit rating agencies and Wall Street
securities analysts.
(3) FERC. On November 12,
2002, the Staff to the Senate Committee on Governmental Affairs released a
report entitled "Committee Staff Investigation of FERC's Oversight of Enron
Corp." This focus of this report is similar to the October 8, 2002 report in
that it examines FERC's performance as a public-sector watchdog. On the same
day, the Committee's Minority Staff released its report on "FERC and Its
Oversight of Enron Corp.," which takes a position contrary to that contained in
the Committee Staff report.
(4) PULP AND PAPER. On January
2, 2003, the Permanent Subcommittee on Investigations released its "Report on
Fishtail, Bacchus, Sundance and Slapshot: Four Transactions Funded and
Facilitated by U.S. Financial Institutions." This report examined four related
transactions involving the Enron Companies' pulp and paper business assets.
(B) THE SENATE COMMITTEE ON COMMERCE,
SCIENCE AND TRANSPORTATION IS CONDUCTING AN INVESTIGATION TO DETERMINE WHETHER
THE ENRON COMPANIES' BUSINESS ACTIVITIES HAD ANY IMPACT UPON THE COMMERCE,
SCIENCE OR TRANSPORTATION WITHIN THE UNITED STATES. This committee held a number
of hearings between December 2001 and July 2002 concerning, among other things,
the Enron Companies' involvement in potential manipulation of the western U.S.
energy market and the consumer impact of the effect of the bankruptcy on state
pension funds. No report has been issued and no further hearings are scheduled
at this time.
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(C) THE SENATE COMMITTEE ON FINANCE AND
THE CONGRESSIONAL JOINT COMMITTEE ON TAXATION ARE CONDUCTING AN INVESTIGATION
INTO CERTAIN MATTERS RELATING TO (1) THE ENRON COMPANIES' USE OF TAX SHELTERS,
OFF-SHORE ENTITIES AND SPES AND (2) THE ENRON COMPANIES' PENSION AND EXECUTIVE
COMPENSATION AND BENEFIT ARRANGEMENTS FOR THEIR EMPLOYEES. In February 2002, the
Senate Committee on Finance requested that the Congressional Joint Committee on
Taxation undertake an investigation into these issues. In February 2003, the
Joint Committee on Taxation released a staff report that sets forth the results
of the investigation, including, among other things, a review of the Enron
Companies' tax-motivated transactions and their financial accounting and
reporting and tax impact, and a review of the Enron Companies' qualified
retirement plans and executive compensation system, including prepetition and
postpetition payments and bonuses.
The Senate Committee on Finance subsequently held two hearings
concerning the Joint Committee on Taxation's staff report and investigation. The
first hearing, held on February 13, 2003, primarily related to the tax aspects
of the report, while the second hearing, held on April 8, 2003, primarily
related to executive compensation issues.
On October 21, 2003, Phillip Cook, at attorney with Alston &
Bird, the law firm representing the ENE Examiner, testified before the Senate
Committee on Finance with respect to certain of ENE's tax-related transactions.
The subpoena issued to Mr. Cook requested testimony regarding what the ENE
Examiner had learned about these transactions and the roles of law firms,
accounting firms and investment banks in facilitating these transactions. Mr.
Cook testified that the ENE Examiner has concluded (as set forth in his reports
filed with the Bankruptcy Court) that certain of the tax-related transactions
entered into by ENE distorted ENE's financial statement net income in violation
of GAAP. Furthermore, the ENE Examiner has concluded that ENE could not have
implemented these transactions without the assistance it received from
investment banks, its accounting firms and the law firms that issued the
necessary tax opinions. Refer to "Related Documents" at
http://www.enron.com/corp/por/ for a copy of Mr. Cook's written testimony.
Refer to Section X.A.3.e(iii)(E)., "U.S. Senate Committee on
Finance" for information on the Senate Finance Committee's investigation
regarding a Guatemalan power plant project.
(D) THE SENATE COMMITTEE ON BANKING,
HOUSING AND URBAN AFFAIRS CONDUCTED AN INVESTIGATION RELATING TO ACCOUNTING AND
INVESTOR PROTECTION ISSUES ARISING FROM THE ENRON COMPANIES AND OTHER PUBLIC
COMPANIES. The committee hearings examined issues including (1) accounting and
auditing standards and oversight, and conflicts of interest; (2) the
completeness of disclosure in SEC filings and shareholder communications; (3)
underwriter and securities analyst conflicts of interest; (4) insider abuses;
(5) corporate responsibility; and (6) the adequacy of SEC resources to meet its
responsibilities.
(E) THE SENATE OFFICE OF THE CLERK
INVESTIGATED A COMPLAINT FILED BY THE CENTER FOR RESPONSIVE POLITICS, WHICH
ALLEGED THAT ENE HAD FILED INCORRECT LOBBY REPORTS. ENE has since filed
corrected lobby reports and the Office indicated that there will be no further
action taken.
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(ii) UNITED STATES HOUSE OF REPRESENTATIVES. The
U.S. House of Representatives is conducting four separate investigations:
(A) THE HOUSE ENERGY & COMMERCE
COMMITTEE IS CONDUCTING AN INVESTIGATION OF MATTERS RELATING TO THE FINANCIAL
DOWNFALL OF ENE. No hearings relating to the investigation have been held since
March 2002, nor has any report been issued.
(B) THE HOUSE EDUCATION AND WORKFORCE
COMMITTEE IS CONDUCTING AN INVESTIGATION OF MATTERS ARISING FROM THE BANKRUPTCY
OF ENE AND THE RESULTING EFFECT ON RELATED PENSION PLANS. No hearings relating
to this investigation have been held since February 2002, and no report was
issued.
(C) THE HOUSE FINANCIAL SERVICES
COMMITTEE CONDUCTED HEARINGS RELATING TO THE ENRON COMPANIES AND THE EFFECT OF
THEIR BANKRUPTCY ON INVESTORS AND MARKETS. No hearings relating to this
investigation have been held since February 2002, and no report was ever issued.
(D) THE HOUSE COMMITTEE ON GOVERNMENT
REFORM THE HOUSE COMMITTEE ON GOVERNMENT REFORM'S RANKING MINORITY MEMBER, REP.
WAXMAN, CONDUCTED AN INVESTIGATION INTO VARIOUS ISSUES INCLUDING ENRON'S
CONTACTS WITH GOVERNMENT OFFICIALS, AND ACTIONS OF FORMER ENRON OFFICIALS
CURRENTLY SERVING IN THE EXECUTIVE BRANCH. The Company has responded to several
requests for documents and other information.
e. STATE INVESTIGATIONS. In addition, authorities in
various states are conducting their own investigations into various aspects of
the Enron Companies:
(i) THE STATE OF FLORIDA OFFICE OF THE ATTORNEY
GENERAL CONDUCTED AN INVESTIGATION OF CERTAIN OF THE ENRON COMPANIES RELATIVE TO
RELATED PARTY TRANSACTIONS AND SPES PURSUANT TO ENFORCEMENT OF RICO. The Florida
Attorney General has closed its investigation and has indicated that it
anticipates taking no further action.
(ii) The State of Oregon Department of Justice
Financial Fraud Section is conducting an investigation of ENE relative to the
Oregon Racketeer Influenced and Corrupt Organizations Act.
(iii) THE CALIFORNIA STATE SENATE AND ATTORNEY
GENERAL ARE CONDUCTING AN INVESTIGATION OF PRICE MANIPULATION ALLEGATIONS BY
ENE, CERTAIN WHOLESALE SERVICES ENTITIES, AND EPMI.
(iv) THE CONNECTICUT STATE'S ATTORNEY, WHO
EXERCISES CRIMINAL JURISDICTION IN CONNECTICUT, INDICATED IN THE SUMMER OF 2002
THAT IT MIGHT BEGIN AN INVESTIGATION OF ENE. Prior to the commencement of any
formal investigation, ENE voluntarily contacted the State's Attorney's office
and agreed to provide documents previously produced to the Connecticut Attorney
General and the U.S. Attorney for the District of Connecticut. ENE has not
received a formal subpoena from this office.
294
(v) THE PUBLIC UTILITY COMMISSION OF TEXAS
CONDUCTED AN INVESTIGATION OF EPMI IN REGARD TO ALLEGED OVER-SCHEDULING IN ERCOT
DURING AUGUST 2001. The parties agreed to a settlement, which was approved by
the Bankruptcy Court on April 10, 2003. The order made provision for an
allowance of the claim totaling $9.4 million but did not authorize payment. The
Debtors anticipate confirmation of the settlement agreement by the Texas PUC.
(vi) NEW YORK DISTRICT ATTORNEY'S OFFICE IS
INVESTIGATING CERTAIN PREPAY TRANSACTIONS BETWEEN THE DEBTORS AND CERTAIN
FINANCIAL INSTITUTIONS.
(vii) THE ATTORNEY GENERAL OF THE STATE OF NEW
JERSEY WAS CONDUCTING AN INVESTIGATION INTO WHETHER $108,000 OF PREPETITION
CONTRIBUTIONS MADE BY ENE TO THE CAMPAIGNS OF CERTAIN NEW JERSEY STATE
LEGISLATIVE CANDIDATES VIOLATED A NEW JERSEY STATUTE GOVERNING SUCH
CONTRIBUTIONS. Violation of the statute could subject ENE to criminal liability
in the amount of up to $990,000. On May 28, 2003, ENE filed with the Bankruptcy
Court a motion to approve a compromise and settlement with the State of New
Jersey. Under the terms of the proposed settlement, (i) ENE will pay the State
of New Jersey $109,000, (ii) ENE agrees to certain restrictions on its future
campaign contributions to candidates for office in the State of New Jersey, and
(iii) the State of New Jersey shall release and discharge ENE from any and all
claims, demands, and causes of actions arising from the contributions in
question.
(viii) THE HARRIS COUNTY, TEXAS DISTRICT ATTORNEY
CONDUCTED AN INVESTIGATION INTO EBS'S DELINQUENT PERSONAL PROPERTY TAXES. THE
MATTER WAS SETTLED ON DECEMBER 17, 2002 WITH A PAYMENT OF BACK TAXES IN THE
AMOUNT OF $1 MILLION, AND AN AGREEMENT TO A FINE OF $4,000. The Bankruptcy Court
approved the settlement on December 5, 2002.
(ix) THE NEW JERSEY ATTORNEY GENERAL INVESTIGATED
ALLEGATIONS THAT ENE HAD MADE ILLEGAL CAMPAIGN CONTRIBUTIONS UNDER NEW JERSEY
STATE ELECTION LAWS. THE MATTER WAS SETTLED AND THE SETTLEMENT WAS APPROVED BY
THE BANKRUPTCY COURT ON JUNE 10, 2003.
f. INFORMAL INQUIRIES
(i) HOUSE ARMED SERVICES COMMITTEE. The United
States House of Representatives Armed Services Committee made an informal
inquiry, but no subpoena was ever issued, and no investigation or action was
ever initiated against the Enron Companies.
(ii) SENATE COMMITTEE OF HEALTH, EDUCATION, LABOR
AND PENSIONS. Shortly after the Initial Petition Date, this committee held a
hearing seeking information regarding the Enron Companies' pension program, but
no investigation was ever launched. No activity has taken place in over 19
months.
(iii) SENATE JUDICIARY COMMITTEE. The United
States Senate Judiciary Committee made an informal inquiry, but no subpoena was
ever issued, and no investigation or action was ever initiated against the Enron
Companies.
295
(iv) SENATE COMMITTEE ON ENERGY AND NATURAL
RESOURCES. The United States Senate Committee on Energy and Natural Resources
made an informal inquiry, but no subpoena was ever issued, and no investigation
or action was ever initiated against the Enron Companies.
D. COMMITTEES
1. CREDITORS' COMMITTEE
a. APPOINTMENT. On December 12, 2001, the U.S. Trustee
appointed the Creditors' Committee pursuant to section 1102 of the Bankruptcy
Code.
b. ORIGINAL COMPOSITION. The original Creditors'
Committee was composed of 15 of the largest unsecured creditors holding a
variety of claims against the Debtors, including, but not limited to, bank debt,
trade debt, and employment-related claims. Initially, the Creditors' Committee
included: JP Morgan Chase & Co.; Citigroup/Citibank; ABN AMRO Bank; Credit
Lyonnais; CSFB; National City Bank, as Indenture Trustee; Silvercreek
Management, Inc.; Oaktree Capital Management, LLC; Wells Fargo, as Indenture
Trustee; The Bank of New York, as Indenture Trustee; St. Paul Fire and Marine
Insurance Company; National Energy Group, Inc.; Duke Energy Trading and
Marketing, LLC; Mr. Michael P. Moran, individually and as representative; and
The Williams Companies. At the organizational meeting on December 12, 2002, the
Creditors' Committee appointed Wells Fargo and The Williams Companies as
co-chairs.
c. RECONSTITUTION. On December 24, 2001, the U.S.
Trustee amended the appointment of the Creditors' Committee, effective as of
December 10, 2001, by removing CSFB and adding West LB. On September 9, 2002,
the appointment of the Creditors' Committee was again amended, effective as of
September 10, 2002. This second amendment reflected (i) the removal of Mr.
Michael P. Moran(36), (ii) the resignation of Citigroup/Citibank, and The
Williams Companies, and (iii) the addition of Reliant Energy. The current
co-chairs of the Creditors' Committee are Wells Fargo and Credit Lyonnais. In
February 2003, Duke Energy Trading and Marketing, LLC and National City Bank, as
Indenture Trustee, resigned from the Creditors' Committee. On September 4, 2003,
the Creditors' Committee was officially reconstituted to reflect the February
2003 resignations.
d. REQUESTS FOR ADDITIONAL COMMITTEES. In February 2002,
after requests made to the U.S. Trustee were denied, certain creditors of ENA
and its subsidiaries engaged in the wholesale energy trading business filed
motions and related pleadings before the Bankruptcy Court seeking the
appointment of one or more separate creditors' committees. These creditors
asserted that separate creditors' committees were warranted on the basis that,
among other things, the Creditors' Committee did not adequately represent their
interests. The Debtors, the U.S. Trustee, and the Creditors' Committee
unanimously opposed these motions. The Bankruptcy Court indicated that it would
not rule on such motions until after the ENA Examiner filed the ENA Examiner
Interim Report addressing various inter-Debtor issues and potential for conflict
from the vantage point of the ENA estate. By order dated June 21, 2002, the
Bankruptcy
- ------------------
(36) Mr. Moran was appointed to the Employee Committee, effective March 27,
2002.
296
Court denied all motions for separate creditors' committees. In denying these
requests, the Bankruptcy Court noted: "[A]dding additional committees would
likely intensify conflict and lead to further complication. This Court is
disinclined to add committees to satisfy one group of creditors, a group that
already has representation on the Creditors' Committee, only to create further
discord, litigation and delay." The U.S. District Court affirmed the Bankruptcy
Court's order on appeal.
e. RETENTION OF PROFESSIONALS. As of the date hereof,
the Creditors' Committee has retained Milbank, Tweed, Hadley & McCloy LLP as
legal counsel and Squire, Sanders & Dempsey L.L.P. as additional special
conflicts counsel. The Creditors' Committee has also retained several other
professionals including Houlihan Lokey Howard & Zukin Financial Advisors, Inc.,
as investment bankers; Ernst & Young LLP, as accountants; Ernst & Young
Corporate Finance LLC, as restructuring advisors; McKool Smith, P.C. as special
Texas litigation counsel; and InteCap, Inc., as damages consultant.
2. EMPLOYEE COMMITTEE
a. APPOINTMENT AND SCOPE. On March 27, 2002, the U.S.
Trustee appointed the Employee Committee pursuant to sections 1102(a) and
1102(b) of the Bankruptcy Code for the limited purpose of investigating issues
relating to (a) continuation of health or other benefits for former employees of
the Debtors, (b) the investigation of claims uniquely held by employees, as
such, against the Debtors, (c) the treatment of employees' claims under any
plan(s) of reorganization or liquidation, (d) possible WARN Act violations by
the Debtors in discharging employees, (e) possible violation by the Debtors of
state labor laws and certain provisions of ERISA, and (f) dissemination of
non-confidential information relating to items (a) through (e) to employees,
former employees, or groups thereof.
b. ORIGINAL COMPOSITION. The original Employee Committee
was included: Michael P. Moran, Esq.; Richard D. Rathvon; Diana S. Peters;
Christie Patrick, Esq.; Monet Ewing; and State Street, in its capacity as
special fiduciary for certain Enron plans.
c. RECONSTITUTION. On March 29, 2002, the U.S. Trustee
amended the appointment of the Employee Committee, effective as of March 29,
2002, by removing Christie Patrick, Esq. and adding Kevin Hyatt.
d. RETENTION OF PROFESSIONALS. The Employee Committee
has retained Kronish Lieb Weiner & Hellman LLP as counsel and McClain, Leppert &
Maney, P.C. as special litigation counsel. The Employee Committee has also
retained Crossroads, LLC as financial advisors; and Triad Communication, Inc. as
communication specialists and consultants.
e. SEVERANCE SETTLEMENT FUND LITIGATION. Certain claims
and causes of action arising from and relating to the Employee Prepetition Stay
Bonus Payments to certain of the Debtors' former employees were assigned to the
Employee Committee and are the subject of litigation styled: (a) Theresa A.
Allen, et al. v. Official Employment-Related Issues Committee, Enron Corp., ENA,
and Enron Net Works, L.L.C., Adv. No. 03-02084-AJG, which was dismissed by the
Bankruptcy Court; (b) Official Employment-Related Issues Committee of Enron
Corp., et al. v. John D. Arnold, et al., Adv. No. 03-3522, currently pending in
the United States
297
Bankruptcy Court for the Southern District of Texas; (c) Official
Employment-Related Issues Committee of Enron Corp., et al. v. James B. Fallon,
et al., Adv. No. 03-3496, currently pending in the United States Bankruptcy
Court for the Southern District of Texas; (d) Official Employment-Related Issues
Committee of Enron Corp., et al. v. Jeffrey McMahon, Adv. No. 03-3598, currently
pending in the United States Bankruptcy Court for the Southern District of
Texas; and (e) Official Employment-Related Issues Committee of Enron Corp., et
al. v. John J. Lavorato, et al., Adversary No. 03-3721, currently pending in the
United States Bankruptcy Court for the Southern District of Texas.
3. FEE COMMITTEE
a. APPOINTMENT AND SCOPE. By Order dated January 17,
2002, the Bankruptcy Court established procedures for the payment of interim
compensation and the reimbursement of expenses of Chapter 11 Professionals.
Subsequently, on April 26, 2002, the Bankruptcy Court entered an order
establishing the Fee Committee.
The Fee Committee is authorized to (a) review and analyze
interim and final fee applications filed by Chapter 11 Professionals in
accordance with orders of the Bankruptcy Court; (b) monitor whether each Chapter
11 Professional develops agreed budgets with its client; (c) implement
reasonable procedures for sufficiently reporting and applying for fees; and (d)
file advisory reports with the Bankruptcy Court.
b. COMPOSITION. The Bankruptcy Court's April 26, 2002
order established the Fee Committee to be comprised of a Chairperson, appointed
by the Bankruptcy Court and representatives appointed by each of the Debtors,
the Creditors' Committee, the Employee Committee and the U.S. Trustee. At any
time and from time to time, with or without notice, the Bankruptcy Court may
alter the membership of the Fee Committee. Effective April 3, 2002, the
Bankruptcy Court appointed Joseph Patchan to serve as Chairperson of the Fee
Committee.
c. RETENTION OF PROFESSIONALS. The Fee Committee was
authorized to employ professionals to assist the Fee Committee in the review and
analysis of the fee applications and the budgets and to provide such other
services as the Fee Committee, in its sole and absolute discretion, deems
appropriate. The Fee Committee has employed one computer analyst firm and five
individuals to assist the Fee Committee.
d. FEE APPLICATIONS. The Fee Committee has established
procedures for the submission and review of fee applications and the preparation
of budgets by the Chapter 11 Professionals. Professional services are to be
allocated among the respective Debtors and detailed by task codes established by
the Debtors subject to the Fee Committee's concurrence. As a result of the Fee
Committee's efforts, each fee application filed by a Chapter 11 Professional
utilizes the same categorization and task codes.
The Fee Committee analyzes each fee application, emphasizing
the reasonableness of fees in light of the tasks performed and the Chapter 11
Professional's and its client's duties and responsibilities. Following a
dialogue between the Fee Committee and the Chapter 11 Professional, the Fee
Committee prepares an advisory report for the Bankruptcy Court setting forth its
issues and recommendations with regard to the fees and expenses set forth
298
in the Chapter 11 Professional's application. The advisory report is not binding
upon the Bankruptcy Court or any Chapter 11 Professional. Each Chapter 11
Professional may file with the Bankruptcy Court and submit to the Fee Committee
a brief statement of the reason why it believes the Bankruptcy Court should or
should not follow the advisory report's recommendation.
As of October 15, 2003, Chapter 11 Professionals have filed
four interim fee applications. To date, the Bankruptcy Court has approved an
aggregate of approximately $162 million in fees and expenses for Chapter 11
Professionals. The Fee Committee has not yet completed its advisory reports with
respect to the Chapter 11 Professionals' fourth interim fee applications
(covering the period from January 1, 2003 through April 30, 2003).
E. AVOIDANCE ACTIONS
Pursuant to the Bankruptcy Code, a debtor may seek to recover,
through adversary proceedings in the Bankruptcy Court, certain transfers of the
debtor's property, including payments of cash, made while the debtor was
insolvent during the 90 days immediately prior to the commencement of the
bankruptcy case (or, in the case of a transfer to or on behalf of an "insider,"
one year prior to the commencement of the bankruptcy case) in respect of
antecedent debts to the extent the transferee received more than it would have
received on account of such pre-existing debt had the debtor been liquidated
under chapter 7 of the Bankruptcy Code. Such transfers include cash payments,
pledges of security interests or other transfers of an interest in property. In
order to be preferential, such payments must have been made while the debtor was
insolvent; debtors are rebuttably presumed to have been insolvent during the
90-day preference period. The Bankruptcy Code's preference statute can be very
broad in its application because it allows the debtor to recover payments
regardless of whether there was any impropriety in such payments. A debtor must
commence avoidance actions within two years of the date it files its bankruptcy
petition.
There are, however, certain defenses to such claims. For
example, transfers made in the ordinary course of the debtor's and the
transferee's business according to ordinary business terms may not be
recoverable. Furthermore, if the transferee extended credit contemporaneously
with or subsequent to the transfer, and prior to the commencement of the
bankruptcy case, for which the transferee was not repaid, such extension may
constitute an offset against an otherwise recoverable transfer of property. If a
transfer is recovered by a debtor, the transferee has a general unsecured claim
against the debtor to the extent of the recovery.
Under the Bankruptcy Code and under various state laws, a
debtor may also recover or set aside certain transfers of property (fraudulent
transfers), including the grant of a security interest in property, made while
the debtor was insolvent or which rendered the debtor insolvent or
undercapitalized to the extent that the debtor received less than reasonably
equivalent value for such transfer.
The Plan provides for all potential preference and fraudulent
conveyance actions to be investigated and, to the extent determined to be
actionable and material, to be pursued. In that regard, the Debtors have already
undertaken a comprehensive and coordinated effort to identify, develop and
pursue (if appropriate) avoidance actions in respect of payments,
299
distributions and other transfers made by, or on behalf of, the Debtors up to
one year prior to the Petition Date. With the active assistance and
participation of bankruptcy counsel and certain of their other restructuring
professionals, the Debtors have devoted (and will continue to devote)
considerable time and resources to this effort. The Debtors anticipate that this
process will continue following confirmation of the Plan. Given the size and
complexity of the Chapter 11 Cases, the existence and/or merit of all avoidance
actions were not and could not have been litigated prior to the Confirmation
Date.
As part of the investigatory process, factual data and
information concerning a vast array of transactions, payments and other
transfers made, or engaged in, by the Debtors has been collected from a
multitude of disparate sources, ranging from bank statements and
computer-generated accounts payable detail to loan documentation, employment
agreements and third-party invoices. All such data and information is being
organized and subsequently analyzed for potential avoidance actions. Payments
and other transfers made by the Debtors within 90 days of the Petition Date, for
example, have been reviewed and reconciled against bank statements, invoices and
other pertinent documentation to determine the existence of potentially
preferential transfers under section 547 of the Bankruptcy Code.
In addition, in connection with the analysis of the
Safe-Harbor Agreements, the Debtors conduct an avoidance review of each such
agreement. This review is intended to identify potential preferences, fraudulent
transfers, or other avoidable transactions related to the agreement. As a
general proposition, section 546 of the Bankruptcy Code immunizes from avoidance
many transfers related to Safe-Harbor Agreements. However, to the extent
avoidable transactions not protected by section 546 are discovered, they are
taken into account in reaching a settlement with the counterparty. Refer to
Section IV.B.1., "Resolution of the Wholesale Trading Book" for further
information.
ANY PERSON (INCLUDING BUT NOT LIMITED TO THOSE PERSONS LISTED
IN RESPONSE TO ITEM 3 ON THE STATEMENT OF FINANCIAL AFFAIRS FOR ANY DEBTOR) THAT
HAS RECEIVED A TRANSFER OF PROPERTY IN WHICH ANY OF THE DEBTORS' ESTATES HAS AN
INTEREST DURING THE APPROPRIATE LOOK-BACK PERIOD SHOULD ASSUME THAT THE TRANSFER
IS BEING INVESTIGATED AND THAT AN AVOIDANCE ACTION WILL BE COMMENCED IF SUCH
ACTION IS DEEMED TO HAVE MERIT.
To date, the Debtors have commenced adversary proceedings in
the Bankruptcy Court and/or sent demand letters to numerous parties seeking to
recover preferential transfers or fraudulent conveyances. As the Debtors
continue their diligence efforts, the Debtors anticipate that they will commence
additional avoidance actions not reflected below.
Set forth below is a table listing currently pending adversary
proceedings seeking to recover preferential transfers or fraudulent conveyances
that are not otherwise discussed in this Disclosure Statement. Each of these
adversaries are either in the very early stages of discovery or the deadline for
filing an answer had not yet expired.
300
AVOIDANCE ACTIONS
ADVERSARY TOTAL
PROCEEDING TRANSFER
TRANSFEREE/DEFENDANT NO. TRANSFEROR AMOUNT
- ------------------------------ ---------- ---------------------- ------------
A T KEARNEY 03-04583 ENRON NORTH AMERICA $ 250,000.00
CORP.
ABB LUMMUS GLOBAL INC 03-04569 ENRON ENGINEERING &
CONSTRUCTION 398,161.76
COMPANY
AC ENERGY SYSTEMS INC 03-91430 ENRON ENERGY 125,000.82
SERVICES, INC.
ACTION ELECTRIC CO INC 03-06295 ENRON ENERGY 450,525.69
SERVICES, INC.
ADAPTIVE CONTROL 03-91450 ENRON ENERGY 41,200.00
SYSTEMS SERVICES, INC.
ADVANTAGE ENERGY 03-06264 ENRON ENERGY 247,270.00
GROUP INC SERVICES, INC.
AIR EQUIPMENT INC 03-91460 ENRON ENERGY 118,584.00
SERVICES, INC.
AMTECH LIGHTING 03-06262 ENRON ENERGY 25,766.18
SERVICES CO SERVICES, INC.
AN-COR INDUSTRIAL 03-91471 ENRON ENGINEERING & 100,728.00
PLASTICS INC CONSTRUCTION
COMPANY
ANRITSU CO 03-91316 ENRON BROADBAND 153,086.22
SERVICES, INC.
ARISTOTLE PUBLISHING 03-91140 ENRON CORP. 47,000.00
AUSTEC SERVICES INC 03-91447 ENRON BROADBAND 172,415.10
SERVICES, INC.
AVIOR NETWORKS INC 03-04578 ENRON BROADBAND 24,000.00
SERVICES, INC.
AVISTAR SYSTEMS 03-91148 ENRON NET WORKS L.L.C. 81,281.60
AVW AUDIO VISUAL 03-08898 ENRON CORP. 139,274.04
BAKER ROBBINS & 03-92401 ENRON NET WORKS L.L.C. 47,517.00
COMPANY
BAKER ROBBINS & 03-92550 ENRON CORP. 23,968.00
COMPANY
BAKER/MO SERVICES, INC. 03-91152 ENRON NORTH AMERICA 35,193.68
CORP.
BARTON CREEK RESORT 03-92567 ENRON CORP. 27,894.95
BELENOS 03-91160 ENRON BROADBAND 35,625.00
SERVICES, INC.
BERGER IRON WORKS, INC. 03-92654 ENRON CORP. 485,881.26
BIDDING NETWORK 03-91126 ENRON CORP. 20,000.00
BRITAIN ELECTRIC 03-92406 ENRON CORP. 289,752.51
CORPORATION
CB RICHARD ELLIS INC 03-91165 ENRON BROADBAND 44,998.65
SERVICES, INC.
301
ADVERSARY TOTAL
PROCEEDING TRANSFER
TRANSFEREE/DEFENDANT NO. TRANSFEROR AMOUNT
- ------------------------------------------------------------------------------------------------------
CENTURYTEL 03-92589 ENRON BROADBAND SERVICES, INC. 21,313.52
- ------------------------------------------------------------------------------------------------------
CESAR PELLI & ASSOCIATES INC 03-91167 ENRON CORP. 27,694.65
- ------------------------------------------------------------------------------------------------------
CGI INFORMATION SYSTEMS CONSULTING 03-91426 ENRON BROADBAND SERVICES, INC. 25,063.67
- ------------------------------------------------------------------------------------------------------
CHOICE! ENERGY INCORPORATED 03-92546 ENRON NORTH AMERICA CORP. 474,476.16
- ------------------------------------------------------------------------------------------------------
CIA MEDIA NETWORK 03-91421 ENRON CORP. 55,000.00
- ------------------------------------------------------------------------------------------------------
CITIBANK, N.A., CITIGROUP GLBOAL 03-92701 ENRON CORP. AND ENRON 32,392,941.72
MARKETS, INC., J.P. MORGAN CHASE BROADBAND SERVICES, INC.
BANK, J.P. MORGAN SECURITIES, INC.
- ------------------------------------------------------------------------------------------------------
CLIMATEC 03-06290 ENRON ENERGY SERVICES, INC. 107,100.00
- ------------------------------------------------------------------------------------------------------
COCKERILL MECHANICAL INDUSTRIES 03-91428 ENRON NORTH AMERICA CORP. 200,000.00
- ------------------------------------------------------------------------------------------------------
COMMUNICATIONS SYSTEMS SERVICES 03-92412 ENRON BROADBAND SERVICES, INC. 103,444.84
- ------------------------------------------------------------------------------------------------------
COMPLETE SOLUTIONS INC 03-08897 ENRON NET WORKS L.L.C. 43,300.00
- ------------------------------------------------------------------------------------------------------
CONCHANGO TEXAS INC 03-08883 ENRON NET WORKS L.L.C. 35,640.00
- ------------------------------------------------------------------------------------------------------
CONSTANT POWER MANUFACTURING CO 03-91342 ENRON ENGINEERING & 22,694.00
CONSTRUCTION COMPANY
- ------------------------------------------------------------------------------------------------------
CONSULTANTS' CHOICE 03-91133 ENRON CORP. 20,250.00
- ------------------------------------------------------------------------------------------------------
CONTROL RISKS GROUP 03-91564 ENRON CORP. 21,830.00
- ------------------------------------------------------------------------------------------------------
CONTROL SYSTEMS COMPANY 03-91411 ENRON ENERGY SERVICES, INC. 357,966.48
- ------------------------------------------------------------------------------------------------------
CONTROLLED AIR INC. 03-06291 ENRON ENERGY SERVICES, INC. 130,071.00
- ------------------------------------------------------------------------------------------------------
COPPER CANYON 03-91209 ENRON ENERGY SERVICES, INC. 23,219.96
- ------------------------------------------------------------------------------------------------------
CRANBERRY MFG CORP 03-92564 ENRON BROADBAND SERVICES, INC. 22,859.42
- ------------------------------------------------------------------------------------------------------
CYGNUS GROUP INC 03-92552 ENRON CORP. 144,855.00
- ------------------------------------------------------------------------------------------------------
D'ARCY 03-04571 ENRON CORP. 746,016.92
- ------------------------------------------------------------------------------------------------------
DASSAULT FALCON JET CORP. 03-92585 ENRON CORP. 32,779.75
- ------------------------------------------------------------------------------------------------------
DATA GENERAL 03-91180 ENRON BROADBAND SERVICES, INC. 55,207.50
- ------------------------------------------------------------------------------------------------------
DAVID BROWN UNION PUMPS 03-91178 ENRON ENGINEERING & 75,786.00
CONSTRUCTION COMPANY
- ------------------------------------------------------------------------------------------------------
302
- ---------------------------------------------------------------------------------------------------------
ADVERSARY TOTAL
PROCEEDING TRANSFER
TRANSFEREE/DEFENDANT NO. TRANSFEROR AMOUNT
- ---------------------------------------------------------------------------------------------------------
DELL MARKETING L.P. 03-91130 ENRON CORP. 53,922.02
- ---------------------------------------------------------------------------------------------------------
DIAMOND CLUSTER INTL INC 03-08892 ENRON NET WORKS L.L.C. 3,315,547.00
- ---------------------------------------------------------------------------------------------------------
DORADO SOFTWARE INC 03-91407 ENRON BROADBAND SERVICES, INC. 100,000.00
- ---------------------------------------------------------------------------------------------------------
DOW JONES & CO 03-92581 ENRON NET WORKS L.L.C. 127,920.00
- ---------------------------------------------------------------------------------------------------------
DOY G. JONES II (ROCKY) 03-92652 ENRON CORP. 393,894.75
- ---------------------------------------------------------------------------------------------------------
DUN & BRADSTREET 03-08884 ENRON CORP. 49,894.14
- ---------------------------------------------------------------------------------------------------------
DUN & BRADSTREET 03-08885 ENRON NET WORKS L.L.C. 235,243.48
- ---------------------------------------------------------------------------------------------------------
DXP/SEPCO INDUSTRIES 03-91439 ENRON ENGINEERING & 25,344.00
CONSTRUCTION COMPANY
- ---------------------------------------------------------------------------------------------------------
EBIZ PEOPLE 03-91397 ENRON NORTH AMERICA CORP. 20,000.00
- ---------------------------------------------------------------------------------------------------------
ELKINS TELECOM INC 03-08886 ENRON BROADBAND SERVICES, INC. 20,000.00
- ---------------------------------------------------------------------------------------------------------
EMINENT RESOURCES 03-91395 ENRON NET WORKS L.L.C. 21,750.00
- ---------------------------------------------------------------------------------------------------------
ENCOURAGEMENT
RESEARCH & RESOURCES 03-92653 ENRON BROADBAND SERVICES, INC. 43,500.00
INC.
- ---------------------------------------------------------------------------------------------------------
ENSR CONSULTING &
ENGINEERING 03-08887 ENRON NORTH AMERICA CORP. 390,610.08
- ---------------------------------------------------------------------------------------------------------
ENTERPRISE SERVICES CO 03-08915 ENRON ENERGY SERVICES, INC. 29,094.75
- ---------------------------------------------------------------------------------------------------------
ENTERPRISE SERVICES CO 03-08916 ENRON NET WORKS L.L.C. 32,296.88
- ---------------------------------------------------------------------------------------------------------
ENTEX 03-08881 ENRON CORP. 25,921.55
- ---------------------------------------------------------------------------------------------------------
ENVIROCLEANSE SYSTEMS
INC 03-06292 ENRON ENERGY SERVICES, INC. 20,486.11
- ---------------------------------------------------------------------------------------------------------
EPIC SYSTEMS
CORPORATION 03-91384 ENRON BROADBAND SERVICES, INC. 159,914.50
- ---------------------------------------------------------------------------------------------------------
EULAN CORP 03-91454 ENRON ENERGY SERVICES, INC. 169,150.00
- ---------------------------------------------------------------------------------------------------------
EXECUTIVE ADVICE 03-91378 ENRON NET WORKS L.L.C. 65,100.00
- ---------------------------------------------------------------------------------------------------------
FACILITY ROBOTICS INC 03-92565 ENRON ENERGY SERVICES, INC. 35,977.00
- ---------------------------------------------------------------------------------------------------------
FERN ENGINEERING 03-91434 ENRON ENGINEERING & 121,466.85
CONSTRUCTION
COMPANY
- ---------------------------------------------------------------------------------------------------------
FORCEOSONLY.COM INC
DBA M & A 03-91372 ENRON CORP. 25,000.00
- ---------------------------------------------------------------------------------------------------------
303
ADVERSARY TOTAL
PROCEEDING TRANSFER
TRANSFEREE/DEFENDANT NO. TRANSFEROR AMOUNT
- -----------------------------------------------------------------------------------------------------------------
FOSTER COMPUTING SERVICES INC 03-91365 ENRON BROADBAND SERVICES, INC. 23,986.68
- -----------------------------------------------------------------------------------------------------------------
FREDERICK DUNCAN MCCAIG 03-92649 ENRON ENGINEERING & CONSTRUCTION
COMPANY 20,146.31
- -----------------------------------------------------------------------------------------------------------------
FRAN D BERG MARKETING & SPECIAL EVENTS INC. 03-08896 ENRON CORP. 21,780.60
- -----------------------------------------------------------------------------------------------------------------
FRITZ COMPANIES INC 03-91359 ENRON NORTH AMERICA CORP. 23,036.25
- -----------------------------------------------------------------------------------------------------------------
FRONTIER ECONOMICS 03-91137 ENRON CORP. 189,177.87
- -----------------------------------------------------------------------------------------------------------------
FUTURE COM LTD 03-91335 ENRON NET WORKS L.L.C. 329,194.05
- -----------------------------------------------------------------------------------------------------------------
GEA RAINEY CORPORATION 03-91328 ENRON ENGINEERING & CONSTRUCTION
COMPANY 252,990.00
- -----------------------------------------------------------------------------------------------------------------
GEORGE DON & ASSOC 03-91324 ENRON NORTH AMERICA CORP. 85,000.00
- -----------------------------------------------------------------------------------------------------------------
GLC CONSULTING SERVICE 03-92643 ENRON NORTH AMERICA CORP. 130,000.00
- -----------------------------------------------------------------------------------------------------------------
GREENFIELD HOLDING COMPANY LIMITED 03-04586 ENRON NORTH AMERICA CORP. 3,466,000.00
- -----------------------------------------------------------------------------------------------------------------
GREENWICH TECHNOLOGY PARTNERS 03-92389 ENRON NET WORKS L.L.C. 105,200.00
- -----------------------------------------------------------------------------------------------------------------
GROM ASSOCIATES INC 03-08917 ENRON CORP. 123,550.00
- -----------------------------------------------------------------------------------------------------------------
H L MCAFEE CONSTRUCTION INC 03-91321 ENRON BROADBAND SERVICES, INC. 21,206.00
- -----------------------------------------------------------------------------------------------------------------
H. MITCHELL HARPER 03-92651 ENRON NORTH AMERICA CORP. 90,000.00
- -----------------------------------------------------------------------------------------------------------------
HAKLUYT & CO LTD 03-04585 ENRON NORTH AMERICA CORP. 449,981.23
- -----------------------------------------------------------------------------------------------------------------
HARTE-HANKS MARKET INTELLIGENCE 03-91571 ENRON BROADBAND SERVICES, INC. 36,311.39
- -----------------------------------------------------------------------------------------------------------------
HARTFORD STEAM BOILER INS 03-92583 ENRON ENERGY SERVICES, INC. 833,333.34
- -----------------------------------------------------------------------------------------------------------------
HAWICZ & STAIT 03-06625 ENRON CORP. 31,115.06
- -----------------------------------------------------------------------------------------------------------------
HELLMUTH, OBATA & KASSABAUM, PC 03-92479 ENRON CORP. 22,995.08
- -----------------------------------------------------------------------------------------------------------------
HILTON HOTELS CORPORATION 03-08895 ENRON CORP. 133,293.68
- -----------------------------------------------------------------------------------------------------------------
HYPO VEREINSBANK 03-08882 ENRON NORTH AMERICA CORP. 133,293.68
- -----------------------------------------------------------------------------------------------------------------
I A NAMAN + ASSOCIATES INC 03-92423 ENRON CORP. 182,857.27
- -----------------------------------------------------------------------------------------------------------------
INDUSTRA 03-008894 ENRON NORTH AMERICA CORP. 66,268.28
- -----------------------------------------------------------------------------------------------------------------
304
ADVERSARY TOTAL
PROCEEDING TRANSFER
TRANSFEREE/DEFENDANT NO. TRANSFEROR AMOUNT
- ---------------------------------------------------------------------------------------------------------------
INFORMATICA CORPORATION 03-08888 ENRON NET WORKS L.L.C. 317,136.34
- ---------------------------------------------------------------------------------------------------------------
INSIGHT TELECOMMUNICATIONS, LLC 03-91506 ENRON BROADBAND SERVICES, INC. 406,110.00
- ---------------------------------------------------------------------------------------------------------------
INSTRUMENTATION COMBUSTION & CONTROLS, INC. 03-92354 ENRON ENERGY SERVICES, INC. 140,270.40
- ---------------------------------------------------------------------------------------------------------------
INTELLIBRIDGE CORP 03-08889 ENRON CORP. 75,000.00
- ---------------------------------------------------------------------------------------------------------------
INTERMEDIA COMMUNICATIONS 03-92346 ENRON NET WORKS L.L.C. 20,408.29
- ---------------------------------------------------------------------------------------------------------------
INTERNATIONAL SEARCH PARTNERS INC 03-92342 ENRON CORP. 26,000.00
- ---------------------------------------------------------------------------------------------------------------
INTERTRUST TECHNOLOGIES CORP 03-92335 ENRON BROADBAND SERVICES, INC. 35,000.00
- ---------------------------------------------------------------------------------------------------------------
INTL COMPUTER SERV 03-92441 ENRON CORP. 26,040.00
- ---------------------------------------------------------------------------------------------------------------
INVENSYS ENERGY SYSTEMS 03-08891 ENRON BROADBAND SERVICES, INC. 21,929.76
- ---------------------------------------------------------------------------------------------------------------
ISABEL CLARK D/B/A IMC DESIGNS 03-91580 ENRON CORP. 23,425.30
- ---------------------------------------------------------------------------------------------------------------
IT SOLUTIONS INC 03-08911 ENRON CORP. 91,267.81
- ---------------------------------------------------------------------------------------------------------------
JEFFERSON ASSOCIATES 03-08908 ENRON NET WORKS L.L.C. 50,175.00
- ---------------------------------------------------------------------------------------------------------------
JOE CONNOR 03-92645 ENRON CORP. 52,500.00
- ---------------------------------------------------------------------------------------------------------------
JOHN BURNS CONSTRUCTION COMPANY 03-91558 ENRON BROADBAND SERVICES, INC. 128,865.50
- ---------------------------------------------------------------------------------------------------------------
JOHN PARISH 03-92642 ENRON NORTH AMERICA CORP. 20,000.00
- ---------------------------------------------------------------------------------------------------------------
JRA CONSTRUCTION 03-91233 ENRON ENERGY SERVICES, INC. 38,018.70
- ---------------------------------------------------------------------------------------------------------------
KEYSTONE SPECIALTY SERVICES CO 03-92369 ENRON NORTH AMERICA CORP. 356,825.80
- ---------------------------------------------------------------------------------------------------------------
KIMBERLY ANN BROWN & ASSOCIATES 03-08918 ENRON NORTH AMERICA CORP. 64,072.50
- ---------------------------------------------------------------------------------------------------------------
KNOWLEDGE NETWORKS INC 03-92388 ENRON BROADBAND SERVICES, INC. 46,075.00
- ---------------------------------------------------------------------------------------------------------------
KNOWMADIC INC 03-92381 ENRON NET WORKS L.L.C. 45,937.50
- ---------------------------------------------------------------------------------------------------------------
LAI CONSTRUCTION SERVICES INC 03-08893 ENRON BROADBAND SERVICES, INC. 204,138.00
- ---------------------------------------------------------------------------------------------------------------
LANIER PROFESSIONAL SERVICES, INC. 03-92572 ENRON BROADBAND SERVICES, INC. 32,904.08
- ---------------------------------------------------------------------------------------------------------------
LANIER PROFESSIONAL SERVICES, INC. 03-92573 ENRON CORP. 72,518.53
- ---------------------------------------------------------------------------------------------------------------
LEHMAN BROTHERS 03-92697 ENRON CORP. AND ENRON BROADBAND
SERVICES, INC. 189,811.00
- ---------------------------------------------------------------------------------------------------------------
305
ADVERSARY TOTAL
PROCEEDING TRANSFER
TRANSFEREE/DEFENDANT NO. TRANSFEROR AMOUNT
- --------------------------------------------------------------------------------------------------------------------
LIGHTING AND ENERGY CONTROL 03-06293 ENRON ENERGY SERVICES, INC. 136,604.47
- --------------------------------------------------------------------------------------------------------------------
LUCAS GROUP 03-92371 ENRON ENGINEERING & 20,500.00
CONSTRUCTION COMPANY
- --------------------------------------------------------------------------------------------------------------------
LUMINAIRE SERVICES INC 03-92366 ENRON ENERGY SERVICES, INC. 178,534.47
- --------------------------------------------------------------------------------------------------------------------
LUNTZ RESEARCH COMPANIES 03-92362 ENRON CORP. 27,193.01
- --------------------------------------------------------------------------------------------------------------------
M. A. MORTENSON COMPANY 03-92647 ENRON BROADBAND SERVICES, INC. 1,385,876.00
- --------------------------------------------------------------------------------------------------------------------
MANAGEMENT RESOURCES INC 03-92360 ENRON TRANSPORTATION SERVICES 25,000.00
COMPANY
- --------------------------------------------------------------------------------------------------------------------
MARCONI COMMUNICATIONS 03-04575 ENRON BROADBAND SERVICES, INC. 849,463.05
- --------------------------------------------------------------------------------------------------------------------
MAREK BROTHERS SYSTEMS 03-08910 ENRON CORP. 84,508.76
- --------------------------------------------------------------------------------------------------------------------
MASTER CRAFT BUILDERS INC 03-92437 ENRON NORTH AMERICA CORP. 29,700.00
- --------------------------------------------------------------------------------------------------------------------
MEDIA RECOVERY INC 03-08909 ENRON NET WORKS L.L.C. 52,747.52
- --------------------------------------------------------------------------------------------------------------------
MICROWAREHOUSE INC 03-92474 ENRON NET WORKS L.L.C. 509,691.29
- --------------------------------------------------------------------------------------------------------------------
MIDWEST ENERGY INC 03-92469 ENRON TRANSPORTATION SERVICES 20,911.83
COMPANY
- --------------------------------------------------------------------------------------------------------------------
MOODY INTERNATIONAL INC 03-06294 ENRON ENERGY SERVICES, INC. 24,200.97
- --------------------------------------------------------------------------------------------------------------------
MORNINGSTAR SYSTEMS INC 03-92394 ENRON NET WORKS L.L.C. 190,905.12
- --------------------------------------------------------------------------------------------------------------------
MS LEGAL SEARCH LLC 03-92465 ENRON ENERGY SERVICES, INC. 43,500.00
- --------------------------------------------------------------------------------------------------------------------
NAVIGANT CONSULTING INC. 03-92587 ENRON NORTH AMERICA CORP. 142,500.00
- --------------------------------------------------------------------------------------------------------------------
NETWORK INTERSTATE 03-08890 ENRON NET WORKS L.L.C. 21,583.15
- --------------------------------------------------------------------------------------------------------------------
NOVA-LINK LIMITED 03-92586 ENRON CORP. 283,655.32
- --------------------------------------------------------------------------------------------------------------------
O & M INDUSTRIES 03-06295 ENRON ENERGY SERVICES, INC. 408,215.70
- --------------------------------------------------------------------------------------------------------------------
OFFICE PAVILION - HOUSTON 03-92461 ENRON CORP. 25,676.52
- --------------------------------------------------------------------------------------------------------------------
OUTDOOR MEDIA GROUP USA INC 03-92558 ENRON CORP. 23,900.00
- --------------------------------------------------------------------------------------------------------------------
OVIE SYSTEMS INC 03-91432 ENRON ENERGY SERVICES, INC. 51,713.48
- --------------------------------------------------------------------------------------------------------------------
306
ADVERSARY TOTAL
PROCEEDING TRANSFER
TRANSFEREE/DEFENDANT NO. TRANSFEROR AMOUNT
- --------------------------------------------------------------------------------------------------------------------
PA CONSULTING SERVICES, INC 03-08906 ENRON NORTH AMERICA CORP. 182,592.92
- --------------------------------------------------------------------------------------------------------------------
PAHARPUR COOLING TOWERS LIMITED 03-04584 ENRON ENGINEERING & 1,032,579.80
CONSTRUCTION COMPANY
- --------------------------------------------------------------------------------------------------------------------
PANASONIC 03-91526 ENRON CORP. 27,529.85
- --------------------------------------------------------------------------------------------------------------------
PARADIGM STRATEGY GROUP, INC. 03-92416 ENRON CORP. 90,000.00
- --------------------------------------------------------------------------------------------------------------------
PAT TANK INC 03-91600 ENRON TRANSPORTATION SERVICES 142,909.01
COMPANY
- --------------------------------------------------------------------------------------------------------------------
PATRICK SANDERS 03-92644 ENRON ENGINEERING & 35,000.00
CONSTRUCTION COMPANY
- --------------------------------------------------------------------------------------------------------------------
PATTERSON & ASSOCIATES 03-91586 ENRON NORTH AMERICA CORP. 61,066.00
- --------------------------------------------------------------------------------------------------------------------
PCPC INCORPORATED 03-08905 ENRON NET WORKS L.L.C. 52,932.24
- --------------------------------------------------------------------------------------------------------------------
PDFRAZER CONSULTING INC 03-91226 ENRON NORTH AMERICA CORP. 25,000.00
- --------------------------------------------------------------------------------------------------------------------
PERFORMANCE DESIGN LAB 03-08912 ENRON ENERGY SERVICES, INC. 63,337.68
- --------------------------------------------------------------------------------------------------------------------
PETROLEUM ARGUS LTD 03-91545 ENRON NET WORKS L.L.C. 65,250.00
- --------------------------------------------------------------------------------------------------------------------
PINKERTON SYSTEMS INTEGRATION 03-08904 ENRON CORP. 55,897.18
- --------------------------------------------------------------------------------------------------------------------
PIRA ENERGY GROUP 03-92510 ENRON NORTH AMERICA CORP. 28,750.00
- --------------------------------------------------------------------------------------------------------------------
PM INDUSTRIAL ECONOMICS 03-08868 ENRON CORP. 29,105.05
- --------------------------------------------------------------------------------------------------------------------
PORT OF HOUSTON AUTHORITY 03-92511 ENRON TRANSPORTATION SERVICES 75,375.00
COMPANY
- --------------------------------------------------------------------------------------------------------------------
PRINCETON CONSULTANTS 03-06627 ENRON NET WORKS L.L.C. 21,417.77
- --------------------------------------------------------------------------------------------------------------------
PRITCHETT RUMMLER-BRACHE INC 03-08903 ENRON ENERGY SERVICES, INC. 433,964.30
- --------------------------------------------------------------------------------------------------------------------
PROFESSIONAL SERVICES INC 03-91577 ENRON CORP. 20,082.25
- --------------------------------------------------------------------------------------------------------------------
QUINN GILLESPIE & ASSOCIATES 03-91214 ENRON CORP. 257,985.56
- --------------------------------------------------------------------------------------------------------------------
QUIRI 03-06949 ENRON ENGINEERING & 36,753.41
CONSTRUCTION COMPANY
- --------------------------------------------------------------------------------------------------------------------
R P ADAMS COMPANY INC 03-92512 ENRON ENGINEERING & 46,239.00
CONSTRUCTION COMPANY
- --------------------------------------------------------------------------------------------------------------------
307
ADVERSARY TOTAL
PROCEEDING TRANSFER
TRANSFEREE/DEFENDANT NO. TRANSFEROR AMOUNT
- --------------------------------------------------------------------------------------------------------------------
RAECON CORP 03-91608 ENRON NORTH AMERICA CORP. 23,300.36
- --------------------------------------------------------------------------------------------------------------------
RED MAN PIPE & SUPPLY CO 03-91612 ENRON ENGINEERING & 246,809.21
CONSTRUCTION COMPANY
- --------------------------------------------------------------------------------------------------------------------
REDBACK NETWORKS 03-04581 ENRON BROADBAND SERVICES, INC. 1,081,103.35
- --------------------------------------------------------------------------------------------------------------------
REFERRAL NETWORKS D/B/A PEOPLECLICK 03-92506 ENRON NORTH AMERICA CORP. 30,000.00
- --------------------------------------------------------------------------------------------------------------------
RETRO-TECH SYSTEMS INC 03-91624 ENRON ENERGY SERVICES, INC. 124,678.67
- --------------------------------------------------------------------------------------------------------------------
REUSE TECHNOLOGY INC 03-92421 ENRON NORTH AMERICA CORP. 68,333.02
- --------------------------------------------------------------------------------------------------------------------
RINO EQUIPMENT INC 03-92556 ENRON ENGINEERING & 38,634.00
CONSTRUCTION COMPANY
- --------------------------------------------------------------------------------------------------------------------
RONALD FRANKS CONSTRUCTION 03-92482 ENRON BROADBAND SERVICES, INC. 141,982.00
- --------------------------------------------------------------------------------------------------------------------
ROSEMOUNT ANALYTICAL INC. 03-92566 ENRON ENGINEERING & 62,090.00
CONSTRUCTION COMPANY
- --------------------------------------------------------------------------------------------------------------------
ROYAL BANK OF CANADA 03-92578 ENRON CORP. 459,954.00
- --------------------------------------------------------------------------------------------------------------------
SALIENCE ASSOCIATES 03-06297 ENRON ENERGY SERVICES, INC. 373,317.51
- --------------------------------------------------------------------------------------------------------------------
SAP AMERICA INC 03-92385 ENRON CORP. 522,055.36
- --------------------------------------------------------------------------------------------------------------------
SBC DATACOMM 03-92488 ENRON ENGINEERING & 53,381.81
CONSTRUCTION COMPANY
- --------------------------------------------------------------------------------------------------------------------
SIEMENS BUSINESS SERVICES INC 03-92382 ENRON CORP. 474,403.85
- --------------------------------------------------------------------------------------------------------------------
SITUS REALTY SERVICES INC 03-92591 ENRON BROADBAND SERVICES, INC. 35,100.00
- --------------------------------------------------------------------------------------------------------------------
SOUTHEASTERN ELECTRIC INC 03-08870 ENRON ENERGY SERVICES, INC. 57,062.00
- --------------------------------------------------------------------------------------------------------------------
SPECIALIZED BANKING FURNITURE INC 03-91533 ENRON NET WORKS L.L.C. 2,563,443.00
- --------------------------------------------------------------------------------------------------------------------
SPECIALIZED BANKING FURNITURE INC 03-92417 ENRON CORP. 2,563,443.00
- --------------------------------------------------------------------------------------------------------------------
SPHERION CORPORATION 03-08902 ENRON CORP. 21,250.00
- --------------------------------------------------------------------------------------------------------------------
SPIRENT COMMUNICATIONS 03-91313 ENRON BROADBAND SERVICES, INC. 97,427.23
- --------------------------------------------------------------------------------------------------------------------
STANDARD AND POORS 03-91311 ENRON NET WORKS L.L.C. 78,887.19
- --------------------------------------------------------------------------------------------------------------------
STRATEGIC TECHNOLOGIES 03-92514 ENRON BROADBAND SERVICES, INC. 42,264.00
- --------------------------------------------------------------------------------------------------------------------
308
ADVERSARY TOTAL
PROCEEDING TRANSFER
TRANSFEREE/DEFENDANT NO. TRANSFEROR AMOUNT
- --------------------------------------------------------------------------------------------------------------------
STRUCTURETONE INC 03-91541 ENRON BROADBAND SERVICES, INC. 248,104.30
- --------------------------------------------------------------------------------------------------------------------
STURGEON ELECTRIC CO INC 03-08869 ENRON ENERGY SERVICES, INC. 35,270.00
- --------------------------------------------------------------------------------------------------------------------
SUD-CHEMIE INC 03-91536 ENRON TRANSPORTATION SERVICES 128,625.00
COMPANY
- --------------------------------------------------------------------------------------------------------------------
SUN MICROSYSTEMS 03-08899 ENRON ENERGY SERVICES, INC. 789,059.32
- --------------------------------------------------------------------------------------------------------------------
SUN MICROSYSTEMS 03-08901 ENRON NET WORKS L.L.C. 1,178,338.77
- --------------------------------------------------------------------------------------------------------------------
SUN MICROSYSTEMS 03-08913 ENRON CORP. 85,127.10
- --------------------------------------------------------------------------------------------------------------------
SUN MICROSYSTEMS 03-08919 ENRON BROADBAND SERVICES, INC. 113,089.67
- --------------------------------------------------------------------------------------------------------------------
SYNTEGRA USA INC 03-92422 ENRON NET WORKS L.L.C. 822,913.90
- --------------------------------------------------------------------------------------------------------------------
TABORS CARAMANIS AND ASSOCIATES 03-91310 ENRON CORP. 92,427.33
- --------------------------------------------------------------------------------------------------------------------
TALBRIDGE LIMITED 03-91546 ENRON CORP. 20,109.84
- --------------------------------------------------------------------------------------------------------------------
TALENT TREE 03-06266 ENRON ENERGY SERVICES, INC. 6,536,739.99
- --------------------------------------------------------------------------------------------------------------------
TATUM CFO PARTNERS LLP 03-91551 ENRON NET WORKS L.L.C. 59,700.00
- --------------------------------------------------------------------------------------------------------------------
TECHNICAL SOLUTIONS & SERVICES 03-06289 ENRON ENERGY SERVICES, INC. 945,649.26
- --------------------------------------------------------------------------------------------------------------------
TECHNIQUES INC 03-08875 ENRON CORP. 76,788.00
- --------------------------------------------------------------------------------------------------------------------
TEKSYSTEMS INC 03-92576 ENRON BROADBAND SERVICES, INC. 20,430.00
- --------------------------------------------------------------------------------------------------------------------
TELERATE 03-08900 ENRON NET WORKS L.L.C. 517,948.70
- --------------------------------------------------------------------------------------------------------------------
TELPLEXUS INC 03-91482 ENRON BROADBAND SERVICES, INC. 114,656.00
- --------------------------------------------------------------------------------------------------------------------
THE ADCETERA GROUP 03-08873 ENRON CORP. 24,314.86
- --------------------------------------------------------------------------------------------------------------------
THE ADCETERA GROUP 03-08874 ENRON BROADBAND SERVICES, INC. 32,515.73
- --------------------------------------------------------------------------------------------------------------------
THE ALEXANDER GROUP INC 03-91490 ENRON CORP. 20,000.00
- --------------------------------------------------------------------------------------------------------------------
THE COEUR D'ALENE 03-91309 ENRON NORTH AMERICA CORP. 26,068.06
- --------------------------------------------------------------------------------------------------------------------
THE GOGATES CROUP INC 03-91560 ENRON CORP. 25,000.00
- --------------------------------------------------------------------------------------------------------------------
THE HOUSTONIAN 03-91555 ENRON CORP. 47,402.31
- --------------------------------------------------------------------------------------------------------------------
THE MET- BUSINESS & SPORTS CLUB 03-91495 ENRON CORP. 103,809.88
- --------------------------------------------------------------------------------------------------------------------
309
ADVERSARY TOTAL
PROCEEDING TRANSFER
TRANSFEREE/DEFENDANT NO. TRANSFEROR AMOUNT
- --------------------------------------------------------------------------------------------------------------------
THE NICHOLAS GROUP/RANDALL ALTON 03-06622 ENRON ENGINEERING & 25,000.00
CONSTRUCTION COMPANY
- --------------------------------------------------------------------------------------------------------------------
THE PAYNE CO 03-91501 ENRON ENERGY SERVICES, INC. 35,550.00
- --------------------------------------------------------------------------------------------------------------------
THE TELLURIDE CONTROLS CO, INC. 03-92426 ENRON ENERGY SERVICES, INC. 608,959.50
- --------------------------------------------------------------------------------------------------------------------
THE TRAVEL AGENCY IN THE PARK 03-06628 ENRON CORP. 1,065,000.00
- --------------------------------------------------------------------------------------------------------------------
THERMAL TRANSFER CORP 03-06302 ENRON ENERGY SERVICES, INC. 237,433.00
- --------------------------------------------------------------------------------------------------------------------
TIG FIRST SOURCE 03-92559 ENRON ENERGY SERVICES, INC. 25,000.00
- --------------------------------------------------------------------------------------------------------------------
TRANSAMERICA 03-92569 ENRON CORP. 250,000.00
- --------------------------------------------------------------------------------------------------------------------
TRENT MECHANICAL CO INC 03-06257 ENRON ENERGY SERVICES, INC. 375,501.60
- --------------------------------------------------------------------------------------------------------------------
TRIDIUM INC 03-08914 ENRON ENERGY SERVICES, INC. 65,700.00
- --------------------------------------------------------------------------------------------------------------------
TRILLIANT CORPORATION 03-92590 ENRON NET WORKS L.L.C. 111,156.58
- --------------------------------------------------------------------------------------------------------------------
TRIPLEX INC 03-92562 ENRON ENGINEERING & 21,854.10
CONSTRUCTION COMPANY
- --------------------------------------------------------------------------------------------------------------------
TURBINE TECHNOLOGY SERVICES 03-92574 ENRON ENGINEERING & 1,259,178.27
CONSTRUCTION COMPANY
- --------------------------------------------------------------------------------------------------------------------
TURNER BROS TRUCKING INC 03-92571 ENRON ENGINEERING & 58,742.45
CONSTRUCTION COMPANY
- --------------------------------------------------------------------------------------------------------------------
TUV NEL LTD 03-91550 ENRON ENGINEERING & 74,780.04
CONSTRUCTION COMPANY
- --------------------------------------------------------------------------------------------------------------------
U1 CONSULTING GROUP, INC. 03-92594 ENRON BROADBAND SERVICES, INC. 195,165.00
- --------------------------------------------------------------------------------------------------------------------
UNILOY MILACRON 03-06256 ENRON ENERGY SERVICES, INC. 168,315.00
- --------------------------------------------------------------------------------------------------------------------
UNITED COMPUTING GROUP 03-08872 ENRON CORP. 21,594.22
- --------------------------------------------------------------------------------------------------------------------
UNITED COMPUTING GROUP 03-08907 ENRON NET WORKS L.L.C. 1,427,143.95
- --------------------------------------------------------------------------------------------------------------------
UNITED MECHANICAL 03-91308 ENRON ENERGY SERVICES, INC. 48,220.00
- --------------------------------------------------------------------------------------------------------------------
VAN STEVEN DICKERSON 03-08871 ENRON TRANSPORTATION SERVICES 20,100.00
COMPANY
- --------------------------------------------------------------------------------------------------------------------
VARO ENGINEERS, LIMITED 03-06255 ENRON ENERGY SERVICES, INC. 180,088.04
- --------------------------------------------------------------------------------------------------------------------
310
ADVERSARY TOTAL
PROCEEDING TRANSFER
TRANSFEREE/DEFENDANT NO. TRANSFEROR AMOUNT
- --------------------------------------------------------------------------------------------------------------------
VERIZON 03-08876 NATIONAL ENERGY PRODUCTION 116,718.58
CORPORATION
- --------------------------------------------------------------------------------------------------------------------
VERIZON 03-08877 ENRON NET WORKS L.L.C. 155,067.18
- --------------------------------------------------------------------------------------------------------------------
VERIZON 03-8878 ENRON ENGINEERING & 57,180.48
CONSTRUCTION COMPANY
- --------------------------------------------------------------------------------------------------------------------
WADE R. HUNTER 03-92648 ENRON CORP. 27,825.00
- --------------------------------------------------------------------------------------------------------------------
WEST COAST ENGINEERING 03-92516 ENRON ENERGY SERVICES, INC. 62,250.00
- --------------------------------------------------------------------------------------------------------------------
WESTDEUTSCHE LANDESBANK GIROZENTRALE 03-92698 ENRON CORP. AND ENRON 25,000.00
BROADBAND SERVICES, INC.
- --------------------------------------------------------------------------------------------------------------------
WINKLER AMMONIA REFRIGERATION & 03-06254 ENRON ENERGY SERVICES, INC. 34,500.00
- --------------------------------------------------------------------------------------------------------------------
WRIGHT EXPRESS 03-92580 ENRON CORP. 2,777,893.53
- --------------------------------------------------------------------------------------------------------------------
YANTRA CORPORATION 03-08879 ENRON NORTH AMERICA CORP. 141,374.44
- --------------------------------------------------------------------------------------------------------------------
YANTRA CORPORATION 03-08880 ENRON NET WORKS L.L.C. 213,434.36
- --------------------------------------------------------------------------------------------------------------------
YORKTOWN COMMUNICATIONS L.L.C. 03-91307 ENRON BROADBAND SERVICES, INC. 85,000.00
- --------------------------------------------------------------------------------------------------------------------
ZARAMELLA & PAVAN CONSTRUCION CO. 03-92481 ENRON ENGINEERING & 610,316.16
CONSTRUCTION COMPANY
- --------------------------------------------------------------------------------------------------------------------
ZEKS COMPRESSED AIR SOLUTIONS 03-06253 ENRON ENERGY SERVICES, INC. 126,737.59
- --------------------------------------------------------------------------------------------------------------------
ZIDELL VALVE CORPORATION 03-92554 ENRON ENGINEERING & 71,591.00
CONSTRUCTION COMPANY
- --------------------------------------------------------------------------------------------------------------------
TOTAL: 92,380,447.95
- --------------------------------------------------------------------------------------------------------------------
In addition to the pending avoidance actions, as of September
5, 2003, the Debtors had sent approximately 92 demand letters seeking the
recovery of approximately $2.097 billion from approximately 7 financial
institutions and 85 trade and other creditors. One of these demand letters has
resulted in a settlement, leaving outstanding demand letters seeking to recover
approximately $2.084 billion.
As part of their efforts to streamline the procedures relating
to avoidance actions, the Debtors obtained approval of procedures governing
settlement of avoidance actions. Under the procedures, settlement of actions
where the face amount of the transfer is less than $200,000 would be
accomplished without notice or further order of the Bankruptcy Court; provided,
however, the Debtors will file monthly schedules summarizing all settlements
under $200,000. Settlements of avoidance actions where the face amount of the
transfer is between $200,000 and
311
$1 million would be deemed approved absent any timely, written objection after
ten days prior written notice. For proposed settlements where the face amount of
the transfer was greater than $2 million, the Debtors would be required to
obtain a prior agreement of the Creditors' Committee as to the fairness and
reasonableness of any proposed settlement and would, thereafter, seek Bankruptcy
Court approval of the settlement by way of a motion filed pursuant to Bankruptcy
Rule 9019.(37) The Debtors will also seek Bankruptcy Court approval of all
settlements over $1 million.
In the event the Debtors were to prevail on a significant
portion of the potential avoidance actions, substantial funds would be recovered
by the Debtors' estates. However, the Debtors' cannot predict the outcome of
these avoidance actions, nor the amounts that may be realized therefrom either
from recoveries on judgments or settlements.
Refer to Section IV.C.1.b., "Pending Preference and Avoidance
Actions" for information regarding other pending avoidance actions.
F. RELATED U.S. BANKRUPTCY PROCEEDINGS
1. NEW POWER COMPANY
a. NEW POWER COMPANY. On or about March 28, 2002, the
Bankruptcy Court entered an order authorizing and approving the settlement of
all amounts owed by New Power Holdings, Inc. and NPW to ENE, EESI, ENA, and EPMI
pursuant to certain commodities contracts between the parties. The settlement
provided that: (a) the Enron parties would retain the $70 million of the NPW
parties' security deposits in their possession; and (b) the NPW parties would
issue a $28 million promissory note, payable to the Enron parties for the
balance. The NPW parties filed for chapter 11 protection on June 11, 2002, in
the Georgia Bankruptcy Court, triggering payment of the promissory note.
The amounts due and payable pursuant to the promissory note
were subject to a cash collateral order dated July 11, 2002, issued by the
Georgia Bankruptcy Court. Pursuant to the terms of that cash collateral order,
on or about November 4, 2002, the NPW parties paid the Enron parties
$28,485,958.30, representing the outstanding principal and interest then due
pursuant to the promissory note. On or about January 15, 2003, the NPW parties
paid the Enron parties $137,000, representing the expenses payable in connection
with the promissory note.
On or about January 13, 2003, the Georgia Bankruptcy Court
appointed the NPW Examiner in the purchasers' bankruptcy cases, and authorized
him to investigate, file and take appropriate action with respect to certain
issues, including whether the claim of the Enron parties in connection with the
settlement should be recharacterized as equity. A recharacterization of
- ----------------------------
(37) For purposes of the procedures, "avoidance actions" do not include (a)
any actions that may be commenced against any insider of the Debtor; (b) any
actions that may be commenced against any affiliate of the Debtors or their
insiders; (c) any actions that may be commenced against any current or former
employee of the Debtors or their past or present affiliates; (d) any action that
has been or may be commenced by the Creditors' Committee; or (e) any of the
cases that are currently subject to mediation.
312
the sellers' claim by the NPW Examiner could significantly reduce the amount of
such claim. As of the date hereof, the NPW Examiner's review is continuing.
2. EOTT
On October 8, 2002, EOTT Energy Finance Corp., EOTT Energy
General Partner, LLC, EOTT Energy Operating Limited Partnership, EOTT Energy
Canada Limited Partnership, EOTT Energy Pipeline Limited Partnership, EOTT
Energy Liquids, L.P. each filed a chapter 11 bankruptcy petition in the Corpus
Christi Bankruptcy Court. On October 21, 2002, EOTT Energy Corp. filed its
chapter 11 petition in the Corpus Christi Bankruptcy Court. On February 18,
2003, the Corpus Christi Bankruptcy Court confirmed the EOTT Debtors' plan of
reorganization, which became effective on March 1, 2003.
On October 8, 2002, the Debtors entered into a comprehensive
settlement agreement effectively divorcing EOTT Energy Corp. and affiliated
entities from ENE, ENA, EESI, EGLI, and certain non-Debtors. Bankruptcy Court
approval of this settlement was obtained on December 5, 2002 over opposition by
certain claimants in the EOTT Debtors' chapter 11 cases. An order approving the
settlement agreement had previously been entered by the Corpus Christi
Bankruptcy Court on November 22, 2002. Besides saving the Debtors' estates the
future costs of claims litigation, the approved settlement agreement included a
comprehensive release of current and future claims, indemnification for
potential claims related to formerly cooperative pipeline operations, and
consideration paid to the Debtors in the form of $1.25 million in cash, the
delivery of a $6.2 million promissory note, and cash settlement of certain
invoices. Execution of the settlement agreement itself also involved the
execution of several related agreements concerning the consensual transition of
employees between the parties, the termination of certain operating agreements
between the parties, the execution of the promissory note, the delivery of
letters of credit and the releases of liens. The closing of the settlement
agreement occurred on December 31, 2002.
3. LJM2
On September 25, 2002, LJM2 filed a voluntary petition for
relief under chapter 11 of the Bankruptcy Code in the LJM2 Bankruptcy Court,
thereby commencing case number 02-38335-SAF. On or about December 2, 2002, ENE
filed a proof of claim in the LJM2 bankruptcy proceedings, in which ENE
asserted, on behalf of itself and ENA, Porcupine I LLC, Fishtail LLC, and
Annapurna LLC, a contingent, unliquidated claim against LJM2. The allegations
regarding ENE's transactions with LJM2 set forth in the Second ENE Examiner's
Report serve as the basis for ENE's claim against LJM2. LJM2 has filed an
objection to ENE's proof of claim and discovery is ongoing. The LJM2 Bankruptcy
Court has converted the objection to ENE's claim to an adversary proceeding, and
ENE must file an amended claim pleadings its asserted damages with particularity
by October 17, 2003.
On or about April 18, 2003, LJM2 filed its Disclosure
Statement to Accompany First Amended Liquidating Plan of Reorganization Filed by
LJM2 Co-Investment, L.P. On May 15, 2003, the LJM2 Bankruptcy Court approved
LJM2's disclosure statement. On August 18, 2003, the LJM2 Bankruptcy Court
confirmed LJM2's proposed liquidating plan of reorganization. Pursuant to the
plan, LJM2 will transfer substantially all of its assets into two
313
trusts, Trust A and Trust B, for the benefit of its creditors. Trust A will
consist of most of LJM2's assets, including cash and cash equivalents,
investments, insurance policies, insurance claims, avoidance actions (other than
those against LJM2's limited partners and special limited partner), and certain
rights of action. Trust B will consist of LJM2's rights under its partnership
agreement, including the right to seek capital contributions from its limited
partners and to bring certain avoidance actions against the limited partners and
its special limited partner. Under the LJM2 plan, ENE would receive a beneficial
interest in Trust A to the extent and in the amount of its allowed claim and
would be entitled to receive its pro rata share of distributions from Trust A.
ENE would not receive any distributions from Trust B.
Because of the ongoing dispute with respect to ENE's proof of
claim in the LJM2 bankruptcy, the uncertainty with respect to the value of the
assets to be transferred to Trust A, and the amount of other claims to be
satisfied by distributions from Trust A, ENE cannot predict what, if anything,
it will receive on account of its claims against LJM2.
V. CERTAIN INTERNATIONAL SUBSIDIARIES AND RELATED INTERNATIONAL
PROCEEDINGS
CAPITALIZED TERMS USED THROUGHOUT THIS DISCLOSURE STATEMENT ARE DEFINED IN
APPENDIX A: "MATERIAL DEFINED TERMS FOR ENRON DISCLOSURE STATEMENT" ATTACHED
HERETO.
A. GENERAL OVERVIEW
Prior to the Initial Petition Date, the Enron Companies'
presence outside of the United States was widespread. ENE, through its various
subsidiaries, operated in approximately 70 countries outside of the United
States and in many cases incorporated or otherwise formed entities domiciled in
these jurisdictions. As of the Initial Petition Date, approximately 45% of ENE's
2,400 direct and indirect subsidiaries were Foreign Affiliates. A significant
portion of these approximately 1,100 Foreign Affiliates were incorporated in the
United Kingdom, the Cayman Islands, and the Netherlands.
Since the Initial Petition Date, the Enron Companies have
engaged in a systematic analysis of these Foreign Affiliates that has resulted
in many of them having been dissolved, identified for dissolution, or sold. In
addition, on November 29, 2001, and on various dates thereafter, certain Foreign
Affiliates in England went into administration. Within a short period following
the Initial Petition Date, various other Foreign Affiliates had also commenced
(either voluntarily or involuntarily) insolvency proceedings in Australia,
Singapore, and Japan. Additional filings have continued world-wide and
insolvency proceedings for Foreign Affiliates are continuing for various
companies registered in Argentina, Belgium, Bermuda, Canada, the Cayman Islands,
Denmark, France, Germany, Hong Kong, India, Italy, Mauritius, the Netherlands,
Norway, Peru, Spain, Sweden, and Switzerland.
At present, no worldwide integrated treaty governing
cross-border insolvency law exists. Each country normally has its own set of
laws dealing with insolvency and restructuring, and a developing set of rules as
to each country's approach to the recognition of insolvency regimes from other
jurisdictions. Virtually all foreign insolvency proceedings are markedly
different from the United States chapter 11 process. In the United States, proof
of insolvency is not required to commence a chapter 11 case and an established
mechanism exists for financiers
314
to provide debtor-in-possession financing in return for super-priority claim
status. Moreover, the Bankruptcy Code provides a chapter 11 debtor and its
creditor constituencies with flexibility to negotiate the terms of a chapter 11
plan. In contrast, in most foreign jurisdictions, there is no direct equivalent
to chapter 11. Instead, the available insolvency proceedings in most
jurisdictions tend to more closely resemble chapter 7 of the Bankruptcy Code.
Some of the primary differences between chapter 11 proceedings in the United
States and foreign insolvency proceedings include: (a) in many cases, insolvency
of the company must be alleged before the foreign proceedings are commenced; (b)
it is very uncommon for the debtor to stay in possession or control of the
company once a foreign insolvency proceeding has been commenced; (c) it is very
uncommon for a debtor to be able to put in place debtor-in-possession financing
overseas, making it harder to inject funds into insolvent companies to preserve
and/or maintain the value of the assets; (d) in many European and Latin American
jurisdictions, managers and directors of a company may be obliged by local law
to petition for insolvency if the company is actually insolvent; and (e) there
is much less flexibility in determining the ultimate recovery under a scheme or
plan designed to distribute assets and satisfy claims.
In light of the inherent differences between chapter 11
proceedings and most foreign insolvency proceedings, along with the fact that
there is no overriding international treaty to harmonize cross-border
insolvencies or restructurings, extensive work with insolvency practitioners and
counsel in some foreign jurisdictions has been required in order to coordinate
the process.
Once a Foreign Affiliate is placed into a foreign insolvency
proceeding, control of the Foreign Affiliate along with the management and
distribution of its assets will generally be transferred to an insolvency
practitioner, such as an administrator, receiver, or liquidator. Thus,
commencement of most foreign proceedings results in a loss of ultimate control
by the Debtors over the assets of the Foreign Affiliate. Therefore,
communication with foreign insolvency practitioners and foreign counsel is an
integral component to ensure that the interests of the estate are protected and
to assist the process of reaching overall strategic goals for the Debtors.
Most foreign proceedings are, for the reasons previously set
out, unlikely to realize a great deal of value for creditors. Recoveries to
unsecured creditors of 2 or 3% are not uncommon in foreign proceedings and it is
unusual to obtain recoveries of over 50%. Active steps have been taken to keep
Foreign Affiliates with valuable assets out of foreign proceedings where
possible.
In some cases, joint filings both in the United States and in
the foreign jurisdiction have been utilized to protect an entity's assets.
B. SUMMARY OF SUBSIDIARIES AND RELATED PROCEEDINGS IN ENGLAND, THE CAYMAN
ISLANDS AND THE NETHERLANDS
The three most significant jurisdictions outside of the United
States in terms of numbers of Enron Companies as of the Initial Petition Date
were England, the Cayman Islands, and the Netherlands. A summary of the activity
undertaken in those countries along with details of the Foreign Affiliates
currently in insolvency proceedings is set out below.
315
1. ENGLAND
England was a key jurisdiction for ENE's activities in Europe.
The majority of ENE's investments into Europe were made indirectly through EEL,
which was the senior holding company in England. ENE made advances to ENHBV,
which lent on these funds to EEL. EEL was placed into administration by the
English court on November 29, 2001 and its administrators are partners of PwC
UK. ENHBV is owed approximately $1.2 billion by EEL and EEL's administrators are
currently estimating a dividend to creditors in the range of 2.9 to 4%. The
ENHBV claim has not yet been agreed with EEL's administrators. The companies
that are held directly or indirectly by EEL have been outside the control of ENE
since November 29, 2001 by virtue of the appointment of PwC UK in respect of EEL
and other English entities. As of the Initial Petition Date, there were 188 such
entities, of which approximately 30 are currently subject to an insolvency
proceeding. ENE's most significant recovery from an English entity is likely to
be by virtue of its claim against Keresforth Three Limited (formerly EMGL),
which is also in administration. ENE has a claim of approximately $634 million
against Keresforth Three Limited and according to estimates from PwC UK it can
expect to recover in the range of $254 million to $336 million. In fact, on
September 30, 2003, the administrators of Keresforth Three Limited declared a
first interim dividend of $111 million payable to ENE. The Debtors may also
recover certain amounts as creditors of Foreign Affiliates in other insolvency
proceedings in England. The estimated recovery for these Debtors ranges from
$13,000 to $3.1 million (see Table at C. below). However, at this stage, the
timing and amount of any distribution is uncertain since many insolvency
proceedings relating to these Foreign Affiliates are at a preliminary stage.
2. CAYMAN ISLANDS
As of the Initial Petition Date, there were 696 Enron
Companies incorporated in the Cayman Islands, a significant number of which have
now been dissolved or are due to be dissolved. Cayman entities were frequently
used as holding companies in projects and other group structures for tax
reasons. In almost all cases, a particular entity would only be concerned with a
single project. A notable exception is EDF, which provided inter-company funding
to group projects as described in more detail below.
EDF was incorporated in July 1995 to provide inter-company
financing to international projects. EDF is a Debtor and was placed into
provisional liquidation in the Cayman Islands on July 17, 2003. An order was
entered on July 28, 2003 by the Bankruptcy Court approving a fee protocol which
allocates responsibility for the compensation and reimbursement of expenses for
professionals retained by EDF, between the Bankruptcy Court and the Cayman
Islands court. EDF's assets consist primarily of receivables under various
promissory notes from consolidated subsidiaries within the Enron Companies with
a face value of approximately $1.9 billion and investments in consolidated
subsidiaries within the Enron Companies of approximately $315 million. EDF has
provided financing, either directly or to companies associated with, the Cuiaba
Project, Elektro, BLM, and Accroven. The benefit of this financing may be
transferred to Prisma. Refer to Section X., "Prisma Energy International Inc."
for a description of Prisma. As referred to above, under the terms of the Plan,
receivables which would otherwise have flowed to EDF from the project financing
referred to above will be assigned to Prisma for value. EDF's liabilities
consist primarily of amounts payable under
316
various promissory notes with a face value of approximately $2.1 billion to
consolidated subsidiaries and associated companies within the Enron Companies
including other Debtors.
Along with EDF, both LNG Shipping and India Holdings are in
provisional liquidation in Cayman as well as being Debtors.
The assets of LNG Shipping, consisting of time charters in two
vessels, were sold to a third party for $21.5 million and $1.5 million,
respectively.
India Holdings served as one of the entities through which
ENE's equity was held in Dabhol Power. Dabhol Power is in receivership and is
believed to be insolvent. ENE has signed a letter of intent with certain of the
other Dabhol Power shareholders (affiliates of General Electric and Bechtel), as
well as the U.S. Government's Overseas Private Investment Corporation, to sell,
in stages, its 65.86% stake (which would affect the ownership of India
Holdings), together with other Enron affiliate construction claims relating to
Dabhol Power, for approximately $20 million. In addition, a comprehensive
settlement agreement providing for the rescission of certain commercial
political risk insurance policies related to the Indian investment and returns
of premiums to ENE paid over time, plus interest, was signed on August 12, 2003,
and closing is expected in November 2003.
Enron Bahamas LNG is in official liquidation and its assets
have been sold. The assets, consisting of rights and interests in a proposed LNG
project in the Bahamas were sold to a third party. Hawksbill Creek LNG Limited,
which is a Bahamian entity, is an indirect subsidiary of Enron Bahamas LNG that
held rights and interests related to the LNG project, and the Debtors are owed
approximately $5 million as creditors of this company. Creditors of Enron
Bahamas LNG and Hawksbill Creek LNG Limited are expected to receive a
distribution of approximately 80% of their claim values. However, creditors may
be paid in full, and the Debtors may receive up to about $12 million through the
equity interest of Global LNG, depending on payment of additional contingent
consideration that is payable upon certain project construction milestones being
achieved.
3. THE NETHERLANDS
As of the Initial Petition Date, approximately 141 of the
Enron Companies were incorporated in the Netherlands, many of which have now
been dissolved or are due to be dissolved. Dutch entities were frequently used
as holding companies in projects and other group structures for tax reasons. In
almost all cases, a particular entity would only be concerned with a single
project. The most notable exception is ENHBV, which provided inter-company
funding to group projects as described in more detail below.
ENHBV is a wholly owned subsidiary of ENE. The sole director
of ENHBV is Equity Trust, which is a Dutch management trust company. ENHBV was
set up to provide financing to various international subsidiaries and projects.
ENHBV is not currently in an insolvency proceeding.
ENHBV's primary assets comprise amounts receivable under
various promissory notes with Enron Companies with a face value of approximately
$2 billion as of June 30, 2003. The largest debtor of ENHBV is EEL, which owes
ENHBV approximately $1.2 billion. EEL
317
was the principal ENE-related holding company in Europe, and it was through EEL
that a significant proportion of ENE's funding and investment in Europe was
directed. EEL is in administration in England and partners of PwC UK are acting
as the administrators. The ENHBV claim against EEL has not yet been agreed by
the administrators. As stated above, the administrators have estimated that the
unsecured creditors of EEL will receive distributions of between 2.9 to 4%.
ENHBV has provided financing either directly or to associated
companies of the Cuiaba Project, Trakya, and GTB, which, under the terms of the
Plan, are to be transferred to Prisma. Refer to Section X., "Prisma Energy
International Inc." for further information.
ENHBV's liabilities are comprised of amounts payable under
various promissory notes with a face value of approximately $1.8 billion (as of
June 30, 2003) due mainly to Enron affiliates as well as several third party
creditors. ENHBV's major creditor is ENE, which has a claim for approximately
$1.2 billion.
Under the Plan, ownership of ENHBV will be transferred to
Prisma. The Plan also provides for an assignment of the claims of all ENE-
controlled creditors of ENHBV to be made to Prisma for value under the Plan. An
assignment of the ENE-controlled claims will result in Prisma controlling
approximately 76%-78% of the value of ENHBV's creditor pool. ENE, working
together with Equity Trust, is continuing discussions with third-party creditors
to settle their claims. It is hoped that the resolution of negotiations with
third-party creditors will result in ENE, and ultimately Prisma, having control
of in excess of 95% of the liabilities of ENHBV.
If the settlement discussions referred to above are not
successful then it may be necessary for ENHBV to seek the protection of the
Dutch courts and to enter into a moratorium proceeding with a view to
implementing a composition with creditors to effect a reorganization of ENHBV.
As currently advised, ENE believes that it controls sufficient votes to pass a
composition and to thereby effect a reorganization of ENHBV in this way. If,
however, it were unable to do so there is a risk that ENHBV would be placed into
liquidation, in which case the trustee in bankruptcy may make a call on funds
that have been loaned to companies that are to be transferred to Prisma under
the Plan. It follows that in such circumstances there is a risk that bankruptcy
proceedings in respect of ENHBV may have the effect of reducing the value of the
relevant project.
In addition, the transfer of the ownership of ENHBV and of the
Enron-controlled claims to Prisma may be hindered or delayed by the failure of
ENHBV to successfully resolve Netherlands tax liabilities for calendar year 2000
and for subsequent years. ENHBV is currently seeking to resolve these
liabilities but the tax cost, if any, and the timing associated with such
resolution are not now known.
C. SUMMARY OF FOREIGN PROCEEDINGS WHERE A DIRECT RECOVERY IS ANTICIPATED
TO BE RECEIVED BY THE DEBTORS
Set out below is a summary table showing each of the Foreign
Affiliates that is currently in an insolvency proceeding where it is anticipated
that the Debtors as a group will
318
receive a recovery as a creditor and/or as a shareholder. Except as otherwise
set out above, the estimated maximum distribution to a single Debtor as a
creditor (of one of the Foreign Affiliates listed below) is $3.4 million. The
maximum estimated percentage recovery for a single Debtor as a creditor of the
Foreign Affiliates below is approximately 80%. However, the rate of recovery by
Debtors from a substantial number of the Foreign Affiliates remains uncertain
since insolvency proceedings for these companies have not been finalized. The
recoveries from most of the Foreign Affiliates listed below are expected to be
modest for the reasons set forth in Section VI.A., "Compromise and Settlement of
Disputes; Substantive Consolidation; Assumption of Obligations Under the Plan".
As stated above, in many cases there remains considerable uncertainty as to the
timing and amount of any distribution to creditors and/or shareholders.
JURISDICTION COMPANY ESTIMATED RECOVERY FOR DEBTORS
- -------------------------------------------------------------------------------------------------------------------
AS CREDITOR AS SHAREHOLDER
===================================================================================================================
AUSTRALIA
- -------------------------------------------------------------------------------------------------------------------
Enron Australia Finance $127,790 Nil
- -------------------------------------------------------------------------------------------------------------------
Enron Coal Asia $992 received by ENE on Nil
March 13, 2003
- -------------------------------------------------------------------------------------------------------------------
BAHAMAS
- -------------------------------------------------------------------------------------------------------------------
Hawksbill Creek LNG Limited $4,168,517 Nil
- -------------------------------------------------------------------------------------------------------------------
BERMUDA
- -------------------------------------------------------------------------------------------------------------------
Enron Re Unknown Unknown
- -------------------------------------------------------------------------------------------------------------------
CANADA
- -------------------------------------------------------------------------------------------------------------------
EES Canada $126,279 Nil
- -------------------------------------------------------------------------------------------------------------------
CAYMAN ISLANDS
- -------------------------------------------------------------------------------------------------------------------
EDF Unknown Nil
- -------------------------------------------------------------------------------------------------------------------
LNG Shipping 0 $23 million to Global LNG
(less liquidation expenses)
- -------------------------------------------------------------------------------------------------------------------
Enron Bahamas LNG 0 Up to $12 million to
Global LNG (depending on
contingent consideration)
- -------------------------------------------------------------------------------------------------------------------
DENMARK
- -------------------------------------------------------------------------------------------------------------------
EBS Denmark Unknown Nil
- -------------------------------------------------------------------------------------------------------------------
ENGLAND
- -------------------------------------------------------------------------------------------------------------------
Enron Broadband Services UK $25,049 to $50,098 Nil
Limited
- -------------------------------------------------------------------------------------------------------------------
Enron Broadband Services Unknown Dividends are expected
Marketing Limited once creditors have been
paid in full.
- -------------------------------------------------------------------------------------------------------------------
ECTRL $356,101 to $1,424,405 Nil
- -------------------------------------------------------------------------------------------------------------------
Enron Direct Limited $286,119 to $572,239 Nil
- -------------------------------------------------------------------------------------------------------------------
EEL $233,712 to $322,361 Nil
- -------------------------------------------------------------------------------------------------------------------
Enron Gas & Petrochemicals $21,902 to $43,804 Nil
Trading Limited
- -------------------------------------------------------------------------------------------------------------------
319
JURISDICTION COMPANY ESTIMATED RECOVERY FOR DEBTORS
- -------------------------------------------------------------------------------------------------------------------
AS CREDITOR AS SHAREHOLDER
===================================================================================================================
Keresforth Three Limited $254 to $336 million Nil
(formerly EMGL)
- -------------------------------------------------------------------------------------------------------------------
EMC $2,374,200 to $3,165,600 Nil
- -------------------------------------------------------------------------------------------------------------------
Enron Power Operations $328,008 to $562,301 Nil
Limited
- -------------------------------------------------------------------------------------------------------------------
NEPCO Europe Limited Unknown Nil
- -------------------------------------------------------------------------------------------------------------------
TME Engineers Limited Unknown Nil
- -------------------------------------------------------------------------------------------------------------------
TME Northern Limited Unknown Nil
- -------------------------------------------------------------------------------------------------------------------
Enron Coal Services Limited Unknown Nil
- -------------------------------------------------------------------------------------------------------------------
TME Torpy Limited Unknown Nil
- -------------------------------------------------------------------------------------------------------------------
Enron Credit Limited $13,702 to $18,269 Nil
- -------------------------------------------------------------------------------------------------------------------
Enron Energy Services Unknown Dividends are expected
Engineering UK Limited once creditors have been
paid in full.
- -------------------------------------------------------------------------------------------------------------------
SIB2 Limited Unknown Nil
- -------------------------------------------------------------------------------------------------------------------
FINLAND
- -------------------------------------------------------------------------------------------------------------------
EFEO ECTRIC has received a Nil
distribution of(euro)
931,680
- -------------------------------------------------------------------------------------------------------------------
FRANCE
- -------------------------------------------------------------------------------------------------------------------
EBS France Unknown Nil
- -------------------------------------------------------------------------------------------------------------------
EGLE Unknown EGLI may receive a dividend
once creditors have been
paid in full.
- -------------------------------------------------------------------------------------------------------------------
GERMANY
- -------------------------------------------------------------------------------------------------------------------
EES Deutschland Unknown Nil
- -------------------------------------------------------------------------------------------------------------------
EBS Deutschland Unknown Nil
- -------------------------------------------------------------------------------------------------------------------
Enron Energie Unknown Nil
- -------------------------------------------------------------------------------------------------------------------
Enron Direkt Unknown Nil
- -------------------------------------------------------------------------------------------------------------------
HONG KONG
- -------------------------------------------------------------------------------------------------------------------
Enron (China) Limited $67 Nil
- -------------------------------------------------------------------------------------------------------------------
EBS Hong Kong $306 Nil
- -------------------------------------------------------------------------------------------------------------------
INDIA
- -------------------------------------------------------------------------------------------------------------------
Dabhol Power See above discussion Nil
- -------------------------------------------------------------------------------------------------------------------
ITALY
- -------------------------------------------------------------------------------------------------------------------
Enron LPG Italy Unknown ENA may receive a dividend
once creditors have been
paid in full.
- -------------------------------------------------------------------------------------------------------------------
Enron Energia Sud Unknown Nil
- -------------------------------------------------------------------------------------------------------------------
JAPAN
- -------------------------------------------------------------------------------------------------------------------
Enron Japan Corp. (Yen) 195,619 received by Nil
Enron Expat Services
Inc., (Yen) 10,803 received
by ENW, (Yen) 1,263,062
received by EGM, (Yen)
3,999,290 received by ENE
and (Yen) 2,042,524
received by ENA on
October 17, 2002
- -------------------------------------------------------------------------------------------------------------------
320
JURISDICTION COMPANY ESTIMATED RECOVERY FOR DEBTORS
- -------------------------------------------------------------------------------------------------------------------
AS CREDITOR AS SHAREHOLDER
===================================================================================================================
MAURITIUS
- -------------------------------------------------------------------------------------------------------------------
Enron Mauritius See above discussion for Nil
Dabhol Power
- -------------------------------------------------------------------------------------------------------------------
THE NETHERLANDS
- -------------------------------------------------------------------------------------------------------------------
EES Europe Unknown Nil
- -------------------------------------------------------------------------------------------------------------------
Enron Power Services BV Unknown ACFI may receive a dividend
once creditors have been
paid in full.
- -------------------------------------------------------------------------------------------------------------------
SINGAPORE
- -------------------------------------------------------------------------------------------------------------------
ECT Singapore Unknown EGL may
receive a dividend once
creditors have been paid
in full.
- ------------------------------------------------------------------------------------------------------------------
EIEA Unknown Nil
- -------------------------------------------------------------------------------------------------------------------
EBS Asia Pacific Unknown Nil
- -------------------------------------------------------------------------------------------------------------------
SPAIN
- -------------------------------------------------------------------------------------------------------------------
Enron Espana Unknown Nil
- -------------------------------------------------------------------------------------------------------------------
Enron Directo SA(1) Unknown Nil
- -------------------------------------------------------------------------------------------------------------------
SWEDEN
- -------------------------------------------------------------------------------------------------------------------
EES Sweden Unknown Nil
- -------------------------------------------------------------------------------------------------------------------
Enron Broadband Services Unknown Nil
Sweden AB
- -------------------------------------------------------------------------------------------------------------------
(1) This company is in administration in the United Kingdom with partners
of PwC UK appointed as administrators.
D. SUMMARY OF FOREIGN PROCEEDINGS WHERE THE DEBTORS ARE NOT EXPECTED TO
RECEIVE ANY DIRECT RECOVERY
Set out below is a list of the Foreign Affiliates that are
currently in an insolvency proceeding where it is not expected that the Debtors
will make a recovery either as a creditor or as a shareholder.
JURISDICTION COMPANY
==================================================================
ARGENTINA
- ------------------------------------------------------------------
Azurix Buenos Aires(1)
- ------------------------------------------------------------------
OBA
- ------------------------------------------------------------------
AUSTRALIA
- ------------------------------------------------------------------
Enron Australia Energy
- ------------------------------------------------------------------
BAHAMAS
- ------------------------------------------------------------------
Enron Bahamas LNG Holdings Limited
- ------------------------------------------------------------------
CANADA
- ------------------------------------------------------------------
321
JURISDICTION COMPANY
==================================================================
EDCC
- ------------------------------------------------------------------
CAYMAN ISLANDS
- ------------------------------------------------------------------
Enron Bahamas Co. Ltd.
- ------------------------------------------------------------------
India Holdings
- ------------------------------------------------------------------
ENGLAND
- ------------------------------------------------------------------
Caxios Limited
- ------------------------------------------------------------------
ECT Espana Limited
- ------------------------------------------------------------------
Rassau Power Limited
- ------------------------------------------------------------------
ECT Spain Limited
- ------------------------------------------------------------------
Enron Energy Services Limited
- ------------------------------------------------------------------
Energydesk.com Limited
- ------------------------------------------------------------------
Enron Europe Severnside Limited
- ------------------------------------------------------------------
Prime Operative Limited
- ------------------------------------------------------------------
GERMANY
- ------------------------------------------------------------------
EMGH
- ------------------------------------------------------------------
HONG KONG
- ------------------------------------------------------------------
Enron (HK) Limited
- ------------------------------------------------------------------
ITALY
- ------------------------------------------------------------------
EES Italy
- ------------------------------------------------------------------
Alfa Investimenti S.r.l.
- ------------------------------------------------------------------
Enron Investimenti S.r.l.
- ------------------------------------------------------------------
Enron Investimenti 3 S.r.l.
- ------------------------------------------------------------------
THE NETHERLANDS
- ------------------------------------------------------------------
Enron Direct Netherlands BV
- ------------------------------------------------------------------
Enron Energy Services Netherlands BV
- ------------------------------------------------------------------
PERU
- ------------------------------------------------------------------
EMC Peru
- ------------------------------------------------------------------
SWITZERLAND
- ------------------------------------------------------------------
Enron Energie Schweiz
- ------------------------------------------------------------------
(1) Azurix Buenos Aires is not an affiliate of the Debtors, but instead a
wholly owned subsidiary of Azurix.
E. FOREIGN AFFILIATES NOT YET IN FOREIGN PROCEEDINGS WHERE A DIRECT
RECOVERY MAY BE RECEIVED BY THE DEBTORS
The Debtors may also receive distributions as a creditor
and/or shareholder from Foreign Affiliates not currently in an insolvency
proceeding. It is not known whether these Foreign Affiliates will commence an
insolvency proceeding and, therefore, the timing and amounts of such recoveries
to creditors and/or shareholders is not presently known.
322
For example, as discussed above at B.3., ENHBV has a claim
against EEL for $1.1 billion. Since ENE holds more than 60% of the total value
of claims against ENHBV, it is anticipated that ENE will, over time, recover
significant value from ENHBV although the timing and amount of any recoveries
are not able to be estimated.
VI. SUMMARY OF DEBTORS' CHAPTER 11 PLAN
CAPITALIZED TERMS USED THROUGHOUT THIS DISCLOSURE STATEMENT ARE DEFINED IN
APPENDIX A: "MATERIAL DEFINED TERMS FOR ENRON DISCLOSURE STATEMENT" ATTACHED
HERETO.
A. COMPROMISE AND SETTLEMENT OF DISPUTES; SUBSTANTIVE CONSOLIDATION;
ASSUMPTION OF OBLIGATIONS UNDER THE PLAN
1. COMPROMISE AND SETTLEMENT
The Plan incorporates a proposed compromise and settlement of
certain issues disputed by the Proponents, the Creditors' Committee, the ENA
Examiner and other parties in interest. Refer to Section I.B.2., "Global
Compromise Embodied in the Plan" for further information. These issues include
whether the estates of each of the Debtors should be treated separately for
purposes of making payments to Creditors, whether and to what extent proceeds
from the liquidation of assets, including claims and causes of action or from
the Sale Transactions should be allocated among the Debtors based upon their
respective claims of ownership to such assets, and the amount, allowance and
priority of certain Intercompany Claims. The provisions of the Plan relating to
substantive consolidation of the Debtors, the treatment of Intercompany Claims,
and the treatment of each Class of Claims under the Plan reflect this compromise
and settlement, which, upon the Effective Date, shall be binding upon the
Debtors, all Creditors, and all Entities receiving any payments or other
distributions under the Plan. Without limiting the foregoing, the Plan and the
definitions of "Distributive Assets," "Enron Guaranty Distributive Assets,"
"Wind Guaranty Distributive Assets," "ACFI Guaranty Distributive Assets," "ENA
Guaranty Distributive Assets," "EPC Guaranty Distributive Assets," and
"Intercompany Distributive Assets" set forth in Article I of the Plan
incorporate the following salient provisions of such compromise and settlement:
a. SUBSTANTIVE CONSOLIDATION. The Plan Currency to be
distributed to each holder of an Allowed General Unsecured Claim against each
Debtor, other than the Portland Debtors, shall equal the sum of (i) 70% of the
distribution such holder would receive if the Debtors, other than the Portland
Debtors, were not substantively consolidated and (ii) 30% of the distribution
such holder would receive if all of the Debtors' estates, other than the estates
of the Portland Debtors, were substantively consolidated and one-half of
Accepting Guaranty Claims were allowed.
b. RELATED ISSUES. The compromise and settlement of the
substantive consolidation issue set forth in the Plan encompasses a global
settlement of numerous issues related to or impacted by substantive
consolidation, including, without limitation, characterization of Intercompany
Claims, treatment of Guaranty Claims, transactions involving certain of the
Debtors' structured-finance transactions and ownership of certain claims and
causes of action.
323
(i) INTERCOMPANY CLAIMS. The Plan Currency to be
allocated to each holder of an Intercompany Claim against another Debtor shall
equal 70% of the distribution such holder would receive if the Debtors were not
substantively consolidated.
(ii) GUARANTY CLAIMS. The Plan Currency to be
distributed to each holder of an Allowed Guaranty Claim shall equal the sum of
(i) 70% of the distribution such holder would receive if the Debtors, other than
the Portland Debtors, were not substantively consolidated, and, (ii) in the
event that such holder's respective Class of Guaranty Claims votes to accept the
Plan in accordance with section 1126 of the Bankruptcy Code, 30% of the
distribution such holder would receive if all of the Debtors' estates, other
than the estates of the Portland Debtors, were substantively consolidated and
one-half of such Accepting Guaranty Claims were allowed.
(iii) OWNERSHIP OF CERTAIN ASSETS. For purposes of
calculating the Distributive Assets of ENE and ENA, the Debtors shall take, or
cause to be taken, such action as is appropriate to reflect that: (a) ENA's
Assets shall include ENE's preferred stock interests in Enron Canada, either
through a capital contribution or otherwise; (b) the preferred stock interests
in Enron Canada held by ECPC and the preferred stock interests in ECPC held by
Enron Canada shall be deemed cancelled or otherwise returned to their respective
issuers; provided, however, that, if such cancellation or return leaves ECPC
with insufficient funds to satisfy third-party obligations, Enron Canada shall
contribute such monies to ECPC as are necessary as to satisfy such third-party
obligations; (c) to the extent that proceeds are received in connection with the
sale or contribution of CPS, ENE and ENA Assets shall each include 50% of the
proceeds thereof, net of the payment of third-party obligations; and (d) to the
extent that proceeds are received in connection with the sale or contribution of
Bridgeline Holdings, ENA's Assets shall include all the proceeds thereof, net of
the payment of third-party obligations.
(iv) OWNERSHIP OF CERTAIN LITIGATION CLAIMS. The
Litigation Trust Claims and the Special Litigation Trust Claims shall be deemed
owned by all of the Debtors, other than the Portland Debtors, and the proceeds
therefrom, if any, shall be distributed ratably, on a Consolidated Basis, to
holders of Allowed General Unsecured Claims, other than those against the
Portland Debtors.
c. PLAN CURRENCY. By virtue of and integral to the
compromise and settlement of the substantive consolidation issue set forth in
the Plan, except as provided in Sections 7.2 and 7.8 of the Plan with respect to
ENA and certain of its subsidiaries and the holders of TOPRS, respectively, each
holder of an Allowed Unsecured Claim against each Debtor, other than the
Portland Debtors, shall receive the same Plan Currency regardless of the asset
composition of such Debtor's estate on or subsequent to the Effective Date. Such
mixture of Plan Currency shall bear direct relationship to the amount of
Creditor Cash available for distribution and the value of the respective Plan
Securities, as recalculated in accordance with provisions of Section 32.1(d) of
the Plan.
d. INTER-DEBTOR WAIVERS. By virtue of and integral to
the compromise and settlement of the substantive consolidation issue set forth
in the Plan, on the Effective Date, (i) each Debtor, other than the Portland
Debtors, shall waive any defense, including, without limitation, defenses
arising under sections 502(d) and 553(a) of the Bankruptcy Code, to
324
Intercompany Claims asserted by another Debtor and such Claims shall be deemed
to be Allowed Claims, (ii) Intercompany Claims between Debtors shall be deemed
to be mutual claims arising prior to the Initial Petition Date for purposes of
setoff, (iii) each of the Debtors and Debtors in Possession, other than the
Portland Debtors, shall waive its right to receive distributions on any claims
and causes of action such Debtor and Debtor in Possession may have against
another Debtor and Debtor in Possession, other than the Portland Debtor, arising
in accordance with sections 509, 544, 547, 548 and 553(b) of the Bankruptcy
Code, without waiving or releasing any claims and causes of action against
non-Debtor parties and (iv) except as provided in subsection (i) of this
paragraph, each Debtor and Debtor in Possession, other than the Portland
Debtors, shall waive and forever release any right, claim or cause of action
which has been or could have been asserted by such Debtor or Debtor in
Possession against any other Debtor and Debtor in Possession, other than the
Portland Debtors, including pursuant to the principles of substantive
consolidation, piercing the corporate veil, alter ego, domination, constructive
trust and similar principles of state or federal and other creditors' rights
laws.
e. GOVERNANCE. By virtue of and integral to the
compromise and settlement of the substantive consolidation issue set forth in
the Plan, the boards of the respective Entities contemplated pursuant to the
Plan represent the interests of Creditor constituencies and provide protections
to safeguard the interests of such constituencies.
2. NON-SUBSTANTIVE CONSOLIDATION
On the Effective Date, the Debtors' estates shall not be
deemed to be substantively consolidated for purposes of the Plan; provided,
however, that, as part of the compromise and settlement embodied in the Plan,
holders of Allowed Claims and Allowed Equity Interests shall receive a portion
of their distributions based upon the hypothetical pooling of the assets and
liabilities of the Debtors, other than the Portland Debtors. Any Claims against
one or more of the Debtors based upon a guaranty, indemnity, co-signature,
surety or otherwise, of Claims against another Debtor shall be treated as
separate and distinct Claims against the estate of the respective Debtors and
shall be entitled to distributions under the Plan in accordance with the
provisions of the Plan.
3. ALLOCATION OF EXPENSES
On or prior to the Ballot Date, the Debtors shall file a
motion with the Bankruptcy Court and, in connection with the entry of the
Confirmation Order, the Bankruptcy Court shall enter an order with respect to
the allocation of overhead and expenses among the Debtors and the Reorganized
Debtors, as the case may be. Without limiting the foregoing, such allocation
shall be predicated upon the tasks to be performed by the Debtors and the
Reorganized Debtors, as the case may be, from and after the Confirmation Date,
including, without limitation, the number of employees required to discharge
such duties and obligations. Except as provided therein, all other provisions of
the Bankruptcy Court's orders, dated February 25, 2002, November 21, 2002 and
November 25, 2002, with respect to the allocation of overhead and expenses shall
remain in full force and effect. Notwithstanding the foregoing or the provisions
of Sections 3.1 and 3.2 of the Plan, to the extent that the Assets of a Debtor
are insufficient to satisfy the administrative professional fees and the
allocable overhead of such Debtor, the unsatisfied portion thereof shall be
absorbed by the remaining Debtors.
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4. WIND RESERVE FUND
Pursuant to the Wind Reserve Fund Order and for purposes of
calculating distributions pursuant to the Plan, including, without limitation,
the amount and value of Distributive Assets, Enron Guaranty Distributive Assets,
Intercompany Distributive Assets and Wind Guaranty Distributive Assets, the Wind
Reserve Fund shall not be included in the Assets of any of the Debtors,
including Wind.
B. PROVISIONS FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY
TAX CLAIMS
1. ADMINISTRATIVE EXPENSE CLAIMS
On the later to occur of (a) the Effective Date and (b) the
date on which an Administrative Expense Claim shall become an Allowed Claim, the
Reorganized Debtors shall (i) pay to each holder of an Allowed Administrative
Expense Claim, in Cash, the full amount of such Allowed Administrative Expense
Claim, or (ii) satisfy and discharge such Allowed Administrative Expense Claim
in accordance with such other terms no more favorable to the claimant than as
may be agreed upon by and between the holder thereof and the Debtors or the
Reorganized Debtors, as the case may be; provided, however, that Allowed
Administrative Expense Claims representing liabilities incurred by the Debtors
in Possession during the Chapter 11 Cases shall, pursuant to the Plan, be paid
by the Reorganized Debtor Plan Administrator in accordance with the terms and
conditions of the particular transaction and any agreements relating thereto.
In connection with determination of Allowed Administrative
Expense Claims, it is anticipated that the Confirmation Order will establish a
deadline or bar date for creditors and parties in interest to assert
Administrative Expense Claims against one or more of the Debtors. The
Confirmation Order will also establish the procedures for filing, resolving and
reserving for such Administrative Expense Claims. The Debtors' currently
estimate that the outstanding Allowed Administrative Expense Claims as of the
Effective Date will be, in the aggregate, between $3,338,000.00 and
$4,080,000.00.
2. PROFESSIONAL COMPENSATION AND REIMBURSEMENT CLAIMS
All Entities awarded compensation or reimbursement of expenses
by the Bankruptcy Court in accordance with sections 328, 330 or 331 of the
Bankruptcy Code or entitled to the priorities established pursuant to section
503(b)(2), 503(b)(3), 503(b)(4) or 503(b)(5) of the Bankruptcy Code, shall be
paid in full, in Cash, the amounts allowed by the Bankruptcy Court (a) on or as
soon as reasonably practicable following the later to occur of (i) the Effective
Date and (ii) the date upon which the Bankruptcy Court order allowing such Claim
becomes a Final Order or (b) upon such other terms no more favorable to the
Claimant than as may be mutually agreed upon between such holder of an Allowed
Administrative Expense Claim and the Debtors or the Reorganized Debtors, as the
case may be.
3. PAYMENT OF PRIORITY TAX CLAIMS
Each holder of an Allowed Priority Tax Claim shall be entitled
to receive distributions in an amount equal to the full amount of such Allowed
Priority Tax Claim. At the
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option and discretion of the Debtors, with the consent of the Creditors'
Committee, which option shall be exercised, in writing, on or prior to the
commencement of the Confirmation Hearing, such payment shall be made (a) in
full, in Cash, on the Effective Date, (b) in accordance with section
1129(a)(9)(C) of the Bankruptcy Code, in full, in Cash, in equal quarterly
installments, commencing on the first (1st) Business Day following the Effective
Date and ending on the sixth (6th) anniversary of assessment of such Allowed
Priority Tax Claim, together with interest accrued thereon at a rate to be
determined by the Bankruptcy Court and set forth in the Confirmation Order, or
(c) by mutual agreement of the holder of such Allowed Priority Tax Claim and the
Debtors, subject to the consent of the Creditors' Committee.
C. CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS
Claims and Equity Interests are classified as follows:
1. CLASS 1 - PRIORITY NON-TAX CLAIMS
2. CLASS 2 - SECURED CLAIMS
3. CLASSES 3 THROUGH 182 - GENERAL UNSECURED CLAIMS (OTHER THAN
ENRON SUBORDINATED DEBENTURE CLAIMS)
4. CLASS 183 - ENRON SUBORDINATED DEBENTURE CLAIMS
5. CLASS 184 - ENRON TOPRS DEBENTURE CLAIMS
6. CLASS 185 - ENRON GUARANTY CLAIMS
7. CLASS 186 - WIND GUARANTY CLAIMS
8. CLASS 187 - ENA GUARANTY CLAIMS
9. CLASS 188 - ACFI GUARANTY CLAIMS
10. CLASS 189 - EPC GUARANTY CLAIMS
11. CLASS 190 - INTERCOMPANY CLAIMS
12. CLASSES 191 THROUGH 375 - CONVENIENCE CLAIMS
13. CLASSES 376 THROUGH 382 - SUBORDINATED CLAIMS
14. CLASS 383 - ENRON PREFERRED EQUITY INTERESTS
15. CLASS 384 - ENRON COMMON EQUITY INTERESTS
16. CLASS 385 - OTHER EQUITY INTERESTS
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Annexed to the Plan as Exhibits H, I and J are schedules
setting forth the classes of General Unsecured Claims, Convenience Claims, and
Subordinated Claims, respectively, for each of the individual Debtors.
D. PROVISION FOR TREATMENT OF PRIORITY NON-TAX CLAIMS (CLASS 1)
1. PAYMENT OF ALLOWED PRIORITY NON-TAX CLAIMS
Unless otherwise mutually agreed upon by the holder of an
Allowed Priority Non-Tax Claim and the Reorganized Debtors, each holder of an
Allowed Priority Non-Tax Claim shall receive in full satisfaction, settlement,
release, and discharge of, and in exchange for such Allowed Priority Non-Tax
Claim, Cash in an amount equal to such Allowed Priority Non-Tax Claim on the
later of the Effective Date and the date such Allowed Priority Non-Tax Claim
becomes an Allowed Priority Non-Tax Claim, or as soon thereafter as is
practicable.
E. PROVISION FOR TREATMENT OF SECURED CLAIMS (CLASS 2)
1. TREATMENT OF SECURED CLAIMS
On the Effective Date, each holder of an Allowed Secured Claim
shall receive in full satisfaction, settlement, release, and discharge of, and
in exchange for such Allowed Secured Claim one of the following distributions:
(a) the payment of such holder's Allowed Secured Claim in full, in Cash; (b) the
sale or disposition proceeds of the property securing any Allowed Secured Claim
to the extent of the value of their respective interests in such property; (c)
the surrender to the holder or holders of any Allowed Secured Claim of the
property securing such Claim; or (d) such other distributions as shall be
necessary to satisfy the requirements of chapter 11 of the Bankruptcy Code. The
manner and treatment of each Secured Claim shall be determined by the Debtors,
subject to the consent of the Creditors' Committee and transmitted, in writing,
to holder of a Secured Claim on or prior to the commencement of the Confirmation
Hearing.
F. PROVISION FOR TREATMENT OF GENERAL UNSECURED CLAIMS (CLASSES 3-182)
1. TREATMENT OF GENERAL UNSECURED CLAIMS (OTHER THAN THOSE
AGAINST THE PORTLAND DEBTORS CLASSES 3 THROUGH 180)
Commencing on the Effective Date and subject to the provisions
of Sections 7.3, 7.4 and 7.8 of the Plan, each holder of an Allowed General
Unsecured Claim against a Debtor, other than a Portland Debtor, shall be
entitled to receive on account of such Allowed General Unsecured Claim
distributions (a) in an aggregate amount equal to such holder's Pro Rata Share
of the Distributive Assets attributable to such Debtor and (b) equal to such
holder's Pro Rata Share of (i) twelve million (12,000,000) Litigation Trust
Interests and (ii) twelve million (12,000,000) Special Litigation Trust
Interests.
2. TREATMENT OF GENERAL UNSECURED CLAIMS AGAINST THE PORTLAND
DEBTORS (CLASSES 181 AND 182)
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Commencing on the Effective Date and subject to the provisions
of Section 7.4 of the Plan, each holder of an Allowed General Unsecured Claim
against either of the Portland Debtors shall be entitled to receive on account
of such Allowed General Unsecured Claim distributions in an aggregate amount
equal to such holders' Pro Rata Share of the Portland Creditor Cash.
3. ELECTION TO RECEIVE ADDITIONAL CASH DISTRIBUTIONS, IN LIEU OF
PARTIAL PLAN SECURITIES
Notwithstanding the provisions of Section 7.1 of the Plan, any
holder of an Allowed General Unsecured Claim against ENA, EPMI, EGLI, EGM, EIM,
ENGMC, ENA Upstream, ECTRIC, and ERAC may elect to receive such holder's Pro
Rata Share of One Hundred Twenty-Five Million Dollars ($125,000,000.00) in lieu
of all or a portion of the Plan Securities to which such holder is otherwise
entitled to receive pursuant to the Plan. In the event that any such holder
elects to receive such additional Cash distribution, (a) such holder's
distribution of Plan Securities shall be reduced on a dollar-for-dollar basis
and (b) distributions of Plan Securities to be made to holders of Allowed
General Unsecured Claims against ENE shall be increased on a dollar-for-dollar
basis. Such election must be made on the Ballot and be received by the Debtors
on or prior to the Ballot Date. Any election made after the Ballot Date shall
not be binding upon the Debtors unless the Ballot Date is expressly waived, in
writing, by the Debtors; provided, however, that, under no circumstances, may
such waiver by the Debtors occur on or after the Effective Date.
4. ALLOWED CLAIMS OF FIFTY THOUSAND DOLLARS OR MORE/ELECTION TO
BE TREATED AS A CONVENIENCE CLAIM
Notwithstanding the provisions of Sections 7.1 and 7.3 of the
Plan, any holder of an Allowed General Unsecured Claim whose Allowed General
Unsecured Claim other than (i) an Enron Senior Notes Claim, (ii) an Enron
Subordinated Debenture Claim, (iii) an ETS Debenture Claim, (iv) an ENA
Debenture Claim and (v) any other General Unsecured Claim that is a component of
a larger General Unsecured Claim, portions of which may be held by such or any
other holder is more than Fifty Thousand Dollars ($50,000.00), and who elects to
reduce the amount of such Allowed Claim to Fifty Thousand Dollars ($50,000.00),
shall, at such holder's option, be entitled to receive, based on such Allowed
Claim as so reduced, distributions pursuant to Article XVI of the Plan. Such
election must be made on the Ballot and be received by the Debtors on or prior
to the Ballot Date. Any election made after the Ballot Date shall not be binding
upon the Debtors unless the Ballot Date is expressly waived, in writing, by the
Debtors; provided, however, that, under no circumstances, may such waiver by the
Debtors occur on or after the Effective Date.
5. LIMITATION ON RECOVERY
Notwithstanding anything contained in the Plan to the
contrary, including, without limitation, the distributions to be made to a
holder of an Allowed General Unsecured Claim in accordance with Sections 7.1 and
7.3 of the Plan, in the event that the sum of (a) the distributions of Cash and
Plan Securities in accordance with Sections 7.1 and 7.3 of the Plan and (b) the
value of the Litigation Trust Interests and the Special Litigation Trust
Interests, as determined in
329
accordance with the provisions of Sections 22.5 and 23.5 of the Plan,
respectively, that would be distributed to such holder are equal to or in excess
of 100% of such holder's Allowed General Unsecured Claim, then, the Cash and
Plan Securities remaining to be distributed to such holder in excess of such
100% shall be deemed redistributed to holders of Allowed Claims and Allowed
Equity Interests or the Disbursing Agent for and on behalf of holders of
Disputed Claims and Disputed Equity Interests in accordance with the provisions
of the documents, instruments and agreements governing such Claims and Equity
Interests, including, without limitation, the contractual subordination
provisions set forth therein, and the Bankruptcy Code.
6. SEVERANCE SETTLEMENT FUND LITIGATION PAYMENTS
In accordance with Severance Settlement Order and the
Severance Settlement Fund Trust Agreement, Severance Settlement Fund Proceeds
shall be paid to the Settling Former Employees in full and final satisfaction of
all Claims deemed released in accordance with the Severance Settlement Order.
7. TERMINATION OF WIND TRUSTS
From and after the Confirmation Date, the Managing Trustee, as
defined in the WD Trust Agreement and the WS Trust Agreement, and the Manager,
as defined in the WD Management Agreement and the WS Management Agreement, shall
continue to operate the Wind Trusts and liquidate the Wind Trusts Assets in
accordance with the terms and provisions set forth therein and all documents
related thereto. Upon liquidation of the Wind Trusts Assets, (a) the net
proceeds thereof shall be delivered to the Debtors or the Reorganized Debtors,
as the case may be, for distribution to holders of Allowed General Unsecured
Claims in accordance with the provisions of Article VII of the Plan; provided,
however, that, under no circumstances shall an Electric Utility, as defined in
the WD Trust Agreement and the WS Trust Agreement, receive Cash proceeds from
any of the Wind Trusts Assets and, in lieu thereof, the Disbursing Agent shall
include in the distributions to be made to a holder of an Allowed General
Unsecured Claim that is an Electric Utility Cash from other sources of Creditor
Cash, on a dollar-for-dollar basis, and (b) upon delivery of all such proceeds
to the Debtors or the Reorganized Debtors, as the case may be, and compliance
with all requirements, including, without limitation, the filing of appropriate
tax returns, (i) the Wind Trusts shall be terminated and (ii) all parties to the
Wind Trusts, the Wind Trust Agreements and the Wind Management Agreements shall
be relieved of any and all obligations under such agreements and under the Plan.
Section 3.8(a)(ii) of each of the WS Trust Agreement and the
WD Trust Agreement required that the Managing Trustee for each such trust file
all tax returns for all periods following the Effective Date of the Plan in the
manner described in the Disclosure Statement. For this purpose, the manner
described in this Disclosure Statement shall be the same as the manner described
in Section 3.8(a)(i) of such agreements for periods prior to the Effective Date
of the Plan.
8. ELECTION OF TOPRS HOLDERS TO RECEIVE ADDITIONAL CASH
DISTRIBUTIONS IN LIEU OF PARTIAL PLAN SECURITIES
330
Notwithstanding the provisions of Section 7.1 of the Plan,
pursuant to the compromise and settlement set forth herein and in the TOPRS
Stipulation, each holder of TOPRS may elect to receive additional distributions
of Cash in lieu of distributions of CrossCountry Common Stock, PGE Common Stock
and Prisma Common Stock to which such holder is entitled to receive derivatively
on account of the Allowed ETS Debenture Claims held by EPF I and EPF II. To the
extent elected, ENE shall be deemed to have purchased from EPF I and EPF II the
shares of CrossCountry Common Stock, PGE Common Stock and Prisma Common Stock
otherwise distributed at a price equal to the per share value determined by the
Bankruptcy Court at the Confirmation Hearing. Such election must be made on the
Ballot tendered by the ETS Indenture Trustee with respect to the ETS Debenture
Claims and be received by the Debtors on or prior to the Ballot Date; provided,
however, that, in the event that the holders of Allowed ETS Debenture Claims do
not vote to accept the Plan such that, if the ETS Debenture Claims were deemed
to be a separate Class of Claims, such Class would be deemed to have not
accepted the Plan in accordance with section 1126 of the Bankruptcy Code, any
such election shall be deemed null and void and the provisions of Section 7.8 of
the Plan shall have no force or effect. Any election made after the Ballot Date
shall not be binding upon the Debtors unless the Ballot Date is expressly
waived, in writing, by the Debtors; provided, however, that, under no
circumstances, may such waiver by the Debtors occur on or after the Effective
Date.
G. PROVISION FOR TREATMENT OF ENRON SUBORDINATED DEBENTURE CLAIMS (CLASS
183)
1. TREATMENT OF ALLOWED ENRON SUBORDINATED DEBENTURE CLAIMS
(CLASS 183)
Commencing on the Effective Date, each holder of an Allowed
Enron Subordinated Debenture Claim shall be entitled to receive on account of
such Allowed Enron Subordinated Debenture Claim distributions (a) in an
aggregate amount equal to such holder's Pro Rata Share of the Distributive
Assets attributable to ENE and (b) equal to such holder's Pro Rata Share of (i)
twelve million (12,000,000) Litigation Trust Interests and (ii) twelve million
(12,000,000) Special Litigation Trust Interests; provided, however, that,
notwithstanding the foregoing, the contractual subordination rights of holders
of "Senior Indebtedness" or any similar term under the Enron Subordinated
Indentures shall be preserved and enforced under the Plan pursuant to section
510(a) of the Bankruptcy Code and, as a result thereof, the aggregate of such
distributions shall be distributed to holders of Allowed General Unsecured
Claims that constitute "Senior Indebtedness," as identified on Exhibit "K" to
the Plan, until such time as such holder's Claims have been satisfied in
accordance with the terms and provisions of the Enron Subordinated Indentures.
2. CONTINGENT DISTRIBUTION/LIMITATION ON RECOVERY
Notwithstanding anything contained in the Plan to the
contrary, in the event that the sum of (a) the distributions of the Cash and
Plan Securities are deemed redistributed to a holder of an Allowed Enron
Subordinated Debenture Claim in accordance with the provisions of Section 7.5 of
the Plan and (b) the sum of the distributions of Cash and Plan Securities and
the value of the Litigation Trust Interests and the Special Litigation Trust
Interests, if any, and as determined in accordance with the provisions of
Sections 22.5 and 23.5 of the Plan, respectively, distributed to a holder of an
Allowed Enron Subordinated Debenture Claim are equal to or in
331
excess of 100% of such holder's Allowed Enron Subordinated Debenture Claim,
then, the Cash and Plan Securities remaining to be distributed to such holder in
excess of such 100% shall be deemed redistributed to holders of Allowed Claims
and Equity Interests or the Disbursing Agent for and on behalf of holders of
Disputed Claims and Disputed Equity Interest in accordance with the provisions
of the documents, instruments and agreements governing such Claims and Equity
Interests, including, without limitation, the contractual subordination
provisions set forth therein, and the Bankruptcy Code.
H. PROVISIONS FOR TREATMENT OF ENRON TOPRS DEBENTURE CLAIMS (CLASS 184)
1. TREATMENT OF ALLOWED ENRON TOPRS DEBENTURE CLAIMS (CLASS 184)
Commencing on the Effective Date, each holder of an Allowed
Enron TOPRS Debenture Claim shall be entitled to receive on account of such
Allowed Enron TOPRS Debenture Claim distributions (a) in an aggregate amount
equal to such holder's Pro Rata Share of the Distributive Assets attributable to
ENE and (b) equal to such holder's Pro Rata Share of (i) twelve million
(12,000,000) Litigation Trust Interests and (ii) twelve million (12,000,000)
Special Litigation Trust Interests; provided, however, that, notwithstanding the
foregoing, the contractual subordination rights of holders of "Senior
Indebtedness" or any similar term under the Enron TOPRS Indentures shall be
preserved and enforced under the Plan pursuant to section 510(a) of the
Bankruptcy Code and, as a result thereof, the aggregate of such distributions
shall be distributed to holders of Allowed Claims that constitute "Senior
Indebtedness," as identified on Exhibit "K" to the Plan, until such time as such
holder's Claims have been satisfied in accordance with the terms and provisions
of the Enron TOPRS Indentures.
2. CONTINGENT DISTRIBUTION/LIMITATION ON RECOVERY
Notwithstanding anything contained herein or in the Plan to
the contrary, in the event that the sum of (a) the distributions of the Cash and
Plan Securities are deemed redistributed to a holder of an Allowed Enron TOPRS
Debenture Claim in accordance with the provision of Section 7.5 of the Plan and
(b) the sum of the distributions of Cash and Plan Securities and the value of
the Litigation Trust Interests and Special Litigation Trust Interests, if any
and as determined in accordance with the provisions of Sections 22.5 and 23.5 of
the Plan, respectively, distributed to a holder of an Allowed Enron TOPRS
Debenture Claim are equal to or in excess of 100% of such holder's Allowed Enron
TOPRS Debenture Claim, then, the Cash and Plan Securities remaining to be
distributed to such holder in excess of such 100% shall be deemed redistributed
to holders of Allowed Claims and Equity Interests or the Disbursing Agent for
and on behalf of holders of Disputed Claims and Disputed Equity Interests in
accordance with the provisions of the documents, instruments and agreements
governing such Claims and Equity Interests, including, without limitation, the
contractual subordination provisions set forth therein, and the Bankruptcy Code.
I. PROVISIONS FOR TREATMENT OF ENRON GUARANTY CLAIMS (CLASS 185)
1. TREATMENT OF ENRON GUARANTY CLAIMS (CLASS 185)
Commencing on the Effective Date and subject to the provisions
of Section 10.2 of the Plan, each holder of an Allowed Enron Guaranty Claim
shall be entitled to receive on
332
account of such Allowed Enron Guaranty Claim distributions in an aggregate
amount equal to such holder's Pro Rata Share of the Enron Guaranty Distributive
Assets; provided, however, that, under no circumstances, shall a holder of an
Allowed Enron Guaranty Claim receive aggregate distributions in accordance with
the provisions of Articles VII and X of the Plan in excess of 100% of such
holder's corresponding Allowed General Unsecured Claim; and, provided, further,
that, in the event that the holders of Allowed Enron Guaranty Claims do not vote
to accept the Plan such that Class 185 would have not accepted the Plan in
accordance with section 1126 of the Bankruptcy Code, "Enron Guaranty
Distributive Assets" shall be reduced to include only that portion of Assets set
forth in Section 1.106(A) of the Plan.
2. ALLOWED CLAIMS OF FIFTY THOUSAND DOLLARS OR MORE/ELECTION TO
BE TREATED AS A CONVENIENCE CLAIM
Notwithstanding the provisions of Section 10.1 of the Plan,
any holder of an Allowed Enron Guaranty Claim whose Allowed Enron Guaranty Claim
is more than Fifty Thousand Dollars ($50,000.00), and who elects to reduce the
amount of such Allowed Claim to Fifty Thousand Dollars ($50,000.00), shall, at
such holder's option, be entitled to receive, based on such Allowed Claim as so
reduced, distributions pursuant to Article XVI of the Plan; provided, however,
that, under no circumstances, shall a holder of an Allowed Enron Guaranty Claim
receive aggregate distributions in accordance with the provisions of Articles
VII and X of the Plan in excess of 100% of such holder's corresponding Allowed
General Unsecured Claim. Such election must be made on the Ballot and be
received by the Debtors on or prior to the Ballot Date. Any election made after
the Ballot Date shall not be binding upon the Debtors unless the Ballot Date is
expressly waived, in writing, by the Debtors; provided, however, that, under no
circumstances, may such waiver by the Debtors occur on or after the Effective
Date.
J. PROVISIONS FOR TREATMENT OF WIND GUARANTY CLAIMS (CLASS 186)
1. TREATMENT OF WIND GUARANTY CLAIMS (CLASS 186)
Commencing on the Effective Date and subject to the provisions
of Section 11.2 of the Plan, each holder of an Allowed Wind Guaranty Claim shall
be entitled to receive on account of such Allowed Wind Guaranty Claim
distributions in an aggregate amount equal to such holder's Pro Rata Share of
the Wind Guaranty Distributive Assets; provided, however, that, under no
circumstances, shall a holder of an Allowed Wind Guaranty Claim receive
aggregate distributions in accordance with the provisions of Articles VII and XI
of the Plan in excess of 100% of such holder's corresponding Allowed General
Unsecured Claim; and, provided, further, that, in the event that the holders of
Allowed Wind Guaranty Claims do not vote to accept the Plan such that Class 186
would have not accepted the Plan in accordance with section 1126 of the
Bankruptcy Code, "Wind Guaranty Distributive Assets" shall be reduced to include
only that portion of Assets set forth in Section 1.259(A) of the Plan.
2. ALLOWED CLAIMS OF FIFTY THOUSAND DOLLARS OR MORE/ELECTION TO
BE TREATED AS A CONVENIENCE CLAIM
Notwithstanding the provisions of Section 11.1 of the Plan,
any holder of an Allowed Wind Guaranty Claim whose Allowed Wind Guaranty Claim
is more than Fifty
333
Thousand Dollars ($50,000.00), and who elects to reduce the amount of such
Allowed Claim to Fifty Thousand Dollars ($50,000.00), shall, at such holder's
option, be entitled to receive, based on such Allowed Claim as so reduced,
distributions pursuant to Article XVI of the Plan; provided, however, that,
under no circumstances, shall a holder of an Allowed Wind Guaranty Claim receive
aggregate distributions in accordance with the provisions of Articles VII and XI
of the Plan in excess of 100% of such holder's corresponding Allowed General
Unsecured Claim. Such election must be made on the Ballot and be received by the
Debtors on or prior to the Ballot Date. Any election made after the Ballot Date
shall not be binding upon the Debtors unless the Ballot Date is expressly
waived, in writing, by the Debtors; provided, however, that, under no
circumstances, may such waiver by the Debtors occur on or after the Effective
Date.
K. PROVISIONS FOR TREATMENT OF ENA GUARANTY CLAIMS (CLASS 187)
1. TREATMENT OF ENA GUARANTY CLAIMS (CLASS 187)
Commencing on the Effective Date and subject to the provisions
of Section 12.2 of the Plan, each holder of an Allowed ENA Guaranty Claim shall
be entitled to receive on account of such Allowed ENA Guaranty Claim
distributions in an aggregate amount equal to such holder's Pro Rata Share of
the ENA Guaranty Distributive Assets; provided, however, that, under no
circumstances, shall a holder of an Allowed ENA Guaranty Claim receive aggregate
distributions in accordance with the provisions of Articles VII and XII of the
Plan in excess of one hundred percent (100%) of such holder's corresponding
Allowed General Unsecured Claim; and, provided, further, that, in the event that
the holders of Allowed ENA Guaranty Claims do not vote to accept the Plan such
that Class 187 would have not accepted the Plan in accordance with section 1126
of the Bankruptcy Code, "ENA Guaranty Distributive Assets" shall be reduced to
include only that portion of Assets set forth in Section 1.98(A) of the Plan.
2. ALLOWED CLAIMS OF FIFTY THOUSAND DOLLARS OR MORE/ELECTION TO
BE TREATED AS A CONVENIENCE CLAIM
Notwithstanding the provisions of Section 12.1 of the Plan,
any holder of an Allowed ENA Guaranty Claim whose Allowed ENA Guaranty Claim is
more than Fifty Thousand Dollars ($50,000.00), and who elects to reduce the
amount of such Allowed Claim to Fifty Thousand Dollars ($50,000.00), shall, at
such holder's option, be entitled to receive, based on such Allowed Claim as so
reduced, distributions pursuant to Article XVI of the Plan; provided, however,
that, under no circumstances, shall a holder of an Allowed ENA Guaranty Claim
receive aggregate distributions in accordance with the provisions of Articles
VII and XII of the Plan in excess of one hundred percent (100%) of such holder's
corresponding Allowed General Unsecured Claim. Such election must be made on the
Ballot and be received by the Debtors on or prior to the Ballot Date. Any
election made after the Ballot Date shall not be binding upon the Debtors unless
the Ballot Date is expressly waived, in writing, by the Debtors; provided,
however, that, under no circumstances, may such waiver by the Debtors occur on
or after the Effective Date.
L. PROVISIONS FOR TREATMENT OF ACFI GUARANTY CLAIMS (CLASS 188)
1. TREATMENT OF ACFI GUARANTY CLAIMS (CLASS 188)
334
Commencing on the Effective Date and subject to the provisions
of Section 13.2 of the Plan, each holder of an Allowed ACFI Guaranty Claim shall
be entitled to receive on account of such Allowed ACFI Guaranty Claim
distributions in an aggregate amount equal to such holder's Pro Rata Share of
the ACFI Guaranty Distributive Assets; provided, however, that, under no
circumstances, shall a holder of an Allowed ACFI Guaranty Claim receive
aggregate distributions in accordance with the provisions of Articles VII and
XIII of the Plan in excess of one hundred percent (100%) of such holder's
corresponding Allowed General Unsecured Claim; and, provided, further, that, in
the event that the holders of Allowed ACFI Guaranty Claims do not vote to accept
the Plan such that Class 188 would have not accepted the Plan in accordance with
section 1126 of the Bankruptcy Code, "ACFI Guaranty Distributive Assets" shall
be reduced to include only that portion of Assets set forth in Section 1.4(A) of
the Plan.
2. ALLOWED CLAIMS OF FIFTY THOUSAND DOLLARS OR MORE/ELECTION TO
BE TREATED AS A CONVENIENCE CLAIM
Notwithstanding the provisions of Section 13.1 of the Plan,
any holder of an Allowed ACFI Guaranty Claim whose Allowed ACFI Guaranty Claim
is more than Fifty Thousand Dollars ($50,000.00), and who elects to reduce the
amount of such Allowed Claim to Fifty Thousand Dollars ($50,000.00), shall, at
such holder's option, be entitled to receive, based on such Allowed Claim as so
reduced, distributions pursuant to Article XVI of the Plan; provided, however,
that, under no circumstances, shall a holder of an Allowed ACFI Guaranty Claim
receive aggregate distributions in accordance with the provisions of Articles
VII and XIII of the Plan in excess of one hundred percent (100%) of such
holder's corresponding Allowed General Unsecured Claim. Such election must be
made on the Ballot and be received by the Debtors on or prior to the Ballot
Date. Any election made after the Ballot Date shall not be binding upon the
Debtors unless the Ballot Date is expressly waived, in writing, by the Debtors;
provided, however, that, under no circumstances, may such waiver by the Debtors
occur on or after the Effective Date.
M. PROVISIONS FOR TREATMENT OF EPC GUARANTY CLAIMS (CLASS 189)
1. TREATMENT OF EPC GUARANTY CLAIMS (CLASS 189)
Commencing on the Effective Date and subject to the provisions
of Section 14.2 of the Plan, each holder of an Allowed EPC Guaranty Claim shall
be entitled to receive on account of such Allowed EPC Guaranty Claim
distributions in an aggregate amount equal to such holder's Pro Rata Share of
the EPC Guaranty Distributive Assets; provided, however, that, under no
circumstances, shall a holder of an Allowed EPC Guaranty Claim receive aggregate
distributions in accordance with the provisions of Articles VII and XIV of the
Plan in excess of one hundred percent (100%) of such holder's corresponding
Allowed General Unsecured Claim; and, provided, further, that, in the event that
the holders of Allowed EPC Guaranty Claims do not vote to accept the Plan such
that Class 189 would have not accepted the Plan in accordance with section 1126
of the Bankruptcy Code, "EPC Guaranty Distributive Assets" shall be reduced to
include only that portion of Assets set forth in Section 1.124(A) of the Plan.
2. ALLOWED CLAIMS OF FIFTY THOUSAND DOLLARS OR MORE/ELECTION TO
BE TREATED AS A CONVENIENCE CLAIM
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Notwithstanding the provisions of Section 14.1 of the Plan,
any holder of an Allowed EPC Guaranty Claim whose Allowed EPC Guaranty Claim is
more than Fifty Thousand Dollars ($50,000.00), and who elects to reduce the
amount of such Allowed Claim to Fifty Thousand Dollars ($50,000.00), shall, at
such holder's option, be entitled to receive, based on such Allowed Claim as so
reduced, distributions pursuant to Article XVI of the Plan; provided, however,
that, under no circumstances, shall a holder of an Allowed ACFI Guaranty Claim
receive aggregate distributions in accordance with the provisions of Articles
VII and XIV of the Plan in excess of one hundred percent (100%) of such holder's
corresponding Allowed General Unsecured Claim. Such election must be made on the
Ballot and be received by the Debtors on or prior to the Ballot Date. Any
election made after the Ballot Date shall not be binding upon the Debtors unless
the Ballot Date is expressly waived, in writing, by the Debtors; provided,
however, that, under no circumstances, may such waiver by the Debtors occur on
or after the Effective Date.
N. PROVISIONS FOR TREATMENT OF INTERCOMPANY CLAIMS (CLASS 190)
1. TREATMENT OF INTERCOMPANY CLAIMS (CLASS 190)
Commencing on the Effective Date, each Debtor which is a
holder of an Allowed Intercompany Claim shall be deemed to be entitled to
receive on account of such Allowed Intercompany Claim allocations in an
aggregate amount equal to such holder's Pro Rata Share of the Intercompany
Distributive Assets and such allocations shall be redistributed to holder's of
Allowed Claims in accordance with the provisions of Articles VII through IX and
XVII through XX of the Plan.
O. PROVISIONS FOR TREATMENT OF CONVENIENCE CLAIMS (CLASSES 191-375)
1. TREATMENT OF CONVENIENCE CLAIMS (CLASSES 191-375)
On the Effective Date or as soon as practicable thereafter,
and except as provided in Section 16.2 of the Plan, each holder of an Allowed
Convenience Claim against a Debtor shall receive Cash in an amount equal to the
applicable Convenience Claim Distribution Percentage of such Allowed Convenience
Claim.
2. PLAN CURRENCY OPPORTUNITY
Notwithstanding the provisions of Article XVI of the Plan any
holder of an Allowed Convenience Claim against a Debtor may elect to have such
holder's Claim treated as a General Unsecured Claim or a Guaranty Claim against
such Debtor in accordance with the respective provisions of Articles VII, X, XI,
XII, XIII and XIV of the Plan. Such election must be made on the Ballot and be
received by the Debtors on or prior to the Ballot Date. Any election made after
the Ballot date shall not be binding upon the Debtors unless the Ballot Date is
expressly waived, in writing, by the Debtors; provided, however, that, under no
circumstances, may such waiver by the Debtors occur on or after the Effective
Date.
P. PROVISION FOR TREATMENT OF SUBORDINATED CLAIMS (CLASSES 376-382)
1. TREATMENT OF ALLOWED SUBORDINATED CLAIMS (CLASS 376-382)
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Except as otherwise provided in Section 17.2 of the Plan, each
holder of an Allowed Subordinated Claim shall receive no distribution for and on
account of such Claim.
2. CONTINGENT DISTRIBUTION/LIMITATION ON RECOVERY
Notwithstanding anything contained in the Plan to the
contrary, in the event that Cash and Plan Securities are deemed redistributed to
a holder of an Allowed Subordinated Claim in accordance with the provisions of
Sections 7.5, 8.2 and 9.2 of the Plan, such redistribution shall be made to
holders of Allowed Subordinated Claims in the following order of priority, until
such Claims are paid, or deemed paid in full, in Cash, or through the value of
the Plan Securities so distributed: (a) holders of Allowed Section 510 Enron
Senior Notes Claims and Allowed Section 510 Enron Subordinated Debenture Claims;
(b) holders of Allowed Penalty Claims and Allowed Other Subordinated Claims; (c)
holders of Allowed Section 510 Enron Preferred Equity Interest Claims; (d)
holders of Allowed Enron Preferred Equity Interests and Allowed Enron TOPRS
Subordinated Guaranty Claims; and (e) holders of Allowed Section 510 Enron
Common Equity Interest Claims and Allowed Enron Common Equity Interests in
accordance with the provisions of the documents, instruments and agreements
governing such Equity Interests, including, without limitation, the contractual
subordination provisions set forth therein and the Bankruptcy Code.
Q. PROVISIONS FOR TREATMENT OF ENRON PREFERRED EQUITY INTERESTS (CLASS
383)
1. TREATMENT OF ALLOWED ENRON PREFERRED EQUITY INTERESTS (CLASS
383)
Except as otherwise provided in Section 18.2 of the Plan, on
the Effective Date, each holder of an Allowed Enron Preferred Equity Interest
shall be entitled to receive such holder's Pro Rata Share of the separate class
of Preferred Equity Trust Interests relating to such holder's class of Exchanged
Enron Preferred Stock to be allocated pursuant to Article XXVI of the Plan. For
purposes of Section 18.1 of the Plan, a holder's class of Exchanged Enron
Preferred Stock is the class of Exchanged Enron Preferred Stock to be issued in
lieu of such holder's class of Enron Preferred Equity Interest.
2. CONTINGENT DISTRIBUTION/LIMITATION ON RECOVERY
Notwithstanding anything contained in the Plan to the
contrary, in the event that (a) Cash and Plan Securities are deemed
redistributed to a holder of an Allowed Enron Preferred Equity Interest, and, as
a result of the issuance and transfer of the Exchanged Enron Preferred Stock, to
the Preferred Equity Trustee for and on behalf of the holders of Preferred
Equity Trust Interests, in accordance with the provisions of Sections 7.5, 8.2,
9.2 and 17.2 of the Plan, and (b) the sum of such distributions to such holder
are equal or in excess of 100% of such holder's Allowed Enron Preferred Equity
Interests, then, the Cash and Plan Securities remaining to be distributed to
such holder in excess of such 100% shall be deemed redistributed to holders of
Allowed Section 510 Enron Common Equity Interest Claims and Allowed Enron Common
Equity Interests in accordance with the provisions of the documents, instruments
and agreements governing such Equity Interests, including, without limitation,
the contractual subordination provisions set forth therein, and the Bankruptcy
Code.
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3. CANCELLATION OF ENRON PREFERRED EQUITY INTERESTS AND EXCHANGED
ENRON PREFERRED STOCK
On the Effective Date, the Enron Preferred Equity Interests
shall be deemed cancelled and of no force and effect and the Exchanged Enron
Preferred Stock shall be issued in lieu thereof. On the later to occur of (a)
the entry of a Final Order resolving all Claims in the Chapter 11 Cases and (b)
the final distribution made to holders of Allowed Claims and Allowed Equity
Interests in accordance with Article XXXII of the Plan, the Exchanged Enron
Preferred Stock shall be deemed extinguished and the certificates and all other
documents representing such Equity Interests shall be deemed cancelled and of no
force and effect.
R. PROVISION FOR TREATMENT OF ENRON COMMON EQUITY INTERESTS (CLASS 384)
1. TREATMENT OF ALLOWED ENRON COMMON EQUITY INTERESTS (CLASS 384)
Except as otherwise provided in Section 19.2 of the Plan, on
the Effective Date, each holder of an Allowed Enron Common Equity Interest shall
be entitled to receive such holder's Pro Rata Share of Common Equity Trust
Interests to be allocated pursuant to Article XXVII of the Plan.
2. CONTINGENT DISTRIBUTION TO COMMON EQUITY TRUST
Notwithstanding anything contained in the Plan to the
contrary, in the event that Cash and Plan Securities are deemed redistributed to
a holder of an Allowed Enron Common Equity Interest in accordance with the
provisions of Sections 7.5, 8.2, 9.2, 17.2 and 18.2 of the Plan, as a result of
the issuance and transfer of Exchanged Enron Common Stock, all distributions in
respect of the Exchanged Enron Common Stock shall be made to the Common Equity
Trustee for and on behalf of the holders of Common Equity Trust Interests.
3. CANCELLATION OF ENRON COMMON EQUITY INTERESTS AND EXCHANGED
ENRON COMMON STOCK
On the Effective Date, the Enron Common Equity Interests shall
be deemed cancelled and of no force and effect and the Exchanged Enron Common
Stock shall be issued in lieu thereof. On the later to occur of (a) the entry of
a Final Order resolving all Claims in the Chapter 11 Cases and (b) the final
distribution made to holders of Allowed Claims and Allowed Equity Interests in
accordance with Article XXXII of the Plan, the Exchanged Enron Common Stock
shall be deemed extinguished and the certificates and all other documents
representing such Equity Interests shall be deemed cancelled and of no force and
effect.
S. PROVISIONS FOR TREATMENT OF OTHER EQUITY INTERESTS (CLASS 385)
1. CANCELLATION OF OTHER EQUITY INTERESTS (CLASS 385)
On the latest to occur of (1) the Effective Date, (2) the
entry of a Final Order resolving all Claims in the Chapter 11 Cases and (3) the
final distribution made to holders of Allowed Claims and Allowed Equity
Interests in accordance with Article XXXII of the Plan, unless otherwise
determined by the Debtors and the Creditors' Committee, (a) all Other Equity
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Interests shall be deemed extinguished and the certificates and all other
documents representing such Equity Interests shall be deemed cancelled and of no
force and effect and (b) the Reorganized Debtor Plan Administrator shall
administer the assets of such Entity in accordance with the provisions of
Article XXXVI of the Plan; provided, however, that no Other Equity Interests
shall be cancelled if the result of such cancellation shall adversely
economically impact the estate of any Debtor.
T. PROVISIONS FOR TREATMENT OF DISPUTED CLAIMS UNDER THE PLAN
1. OBJECTIONS TO CLAIMS; PROSECUTION OF DISPUTED CLAIMS
The Reorganized Debtors shall object to the allowance of
Claims or Equity Interests filed with the Bankruptcy Court with respect to which
they dispute liability, priority or amount, including, without limitation,
objections to Claims which have been assigned and the assertion of the doctrine
of equitable subordination with respect thereto. All objections shall be
litigated to Final Order; provided, however, that the Reorganized Debtors
(within such parameters as may be established by the Board of Directors of the
Reorganized Debtors) shall have the authority to file, settle, compromise or
withdraw any objections to Claims or Equity Interests. Unless otherwise ordered
by the Bankruptcy Court, the Reorganized Debtors shall file and serve all
objections to Claims as soon as practicable, but in no event later than two
hundred forty (240) days following the Confirmation Date or such later date as
may be approved by the Bankruptcy Court.
2. ESTIMATION OF CLAIMS
Unless otherwise limited by a Final Order of the Bankruptcy
Court, the Reorganized Debtors may at any time request the Bankruptcy Court to
estimate for final distribution purposes any contingent, unliquidated or
Disputed Claim pursuant to section 502(c) of the Bankruptcy Code regardless of
whether the Debtors or the Reorganized Debtors previously objected to such
Claim, and the Bankruptcy Court will retain jurisdiction to estimate any Claim
at any time during litigation concerning any objection to any Claim, including,
without limitation, during the pendency of any appeal relating to any such
objection. In the event that the Bankruptcy Court estimates any contingent,
unliquidated or Disputed Claim, the estimated amount shall constitute either the
allowed amount of such Claim or a maximum limitation on such Claim, as
determined by the Bankruptcy Court; provided, however, that if the estimate
constitutes the maximum limitation on such Claim, the Debtors or the Reorganized
Debtors, as the case may be, may elect to pursue supplemental proceedings to
object to any ultimate allowance of such Claim. All of the aforementioned Claims
objection, estimation and resolution procedures are cumulative and not
necessarily exclusive of one another.
3. PAYMENTS AND DISTRIBUTIONS ON DISPUTED CLAIMS
a. DISPUTED CLAIMS RESERVE. From and after the Effective
Date, and until such time as all Disputed Claims have been compromised and
settled or determined by Final Order, the Disbursing Agent shall reserve and
hold in escrow for the benefit of each holder of a Disputed Claim, Cash, Plan
Securities, Operating Trust Interests, Remaining Asset Trust Interests,
Litigation Trust Interests and Special Litigation Trust Interests and any
dividends,
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gains or income attributable thereto, in an amount equal to the Pro Rata Share
of distributions which would have been made to the holder of such Disputed Claim
if it were an Allowed Claim in an amount equal to the lesser of (i) the Disputed
Claim Amount, (ii) the amount in which the Disputed Claim shall be estimated by
the Bankruptcy Court pursuant to section 502 of the Bankruptcy Code for purposes
of allowance, which amount, unless otherwise ordered by the Bankruptcy Court,
shall constitute and represent the maximum amount in which such Claim may
ultimately become an Allowed Claim or (iii) such other amount as may be agreed
upon by the holder of such Disputed Claim and the Reorganized Debtors; provided,
however, that, under no circumstances shall a holder of an Allowed Guaranty
Claim, Allowed Convenience Claim or Allowed Intercompany Claim be entitled to
distributions of Litigation Trust Interests, Special Litigation Trust Interests
or the proceeds thereof. Any Cash, Plan Securities, Operating Trust Interests,
Remaining Asset Trust Interests, Litigation Trust Interests and Special
Litigation Trust Interests reserved and held for the benefit of a holder of a
Disputed Claim shall be treated as a payment and reduction on account of such
Disputed Claim for purposes of computing any additional amounts to be paid in
Cash or distributed in Plan Securities in the event the Disputed Claim
ultimately becomes an Allowed Claim. Such Cash and any dividends, gains or
income paid on account of Plan Securities, Operating Trust Interests, Remaining
Asset Trust Interests, Litigation Trust Interests and Special Litigation Trust
Interests reserved for the benefit of holders of Disputed Claims shall be either
(x) held by the Disbursing Agent, in an interest-bearing account or (y) invested
in interest-bearing obligations issued by the United States Government, or by an
agency of the United States Government and guaranteed by the United States
Government, and having (in either case) a maturity of not more than thirty (30)
days, for the benefit of such holders pending determination of their entitlement
thereto under the terms of the Plan. No payments or distributions shall be made
with respect to all or any portion of any Disputed Claim pending the entire
resolution thereof by Final Order.
b. ALLOWANCE OF DISPUTED CLAIMS. At such time as a
Disputed Claim becomes, in whole or in part, an Allowed Claim, the Disbursing
Agent shall distribute to the holder thereof the distributions, if any, to which
such holder is then entitled under the Plan together with any interest which has
accrued on the amount of Cash and any dividends or distributions attributable to
the Plan Securities or Operating Trust Interests so reserved (net of any
expenses, including any taxes of the escrow, relating thereto), but only to the
extent that such interest is attributable to the amount of the Allowed Claim.
Such distribution, if any, shall be made as soon as practicable after the date
that the order or judgment of the Bankruptcy Court allowing such Disputed Claim
becomes a Final Order but in no event more than ninety (90) days thereafter. The
balance of any Cash previously reserved shall be included in Creditor Cash and
the balance of any Plan Securities and Operating Trust Interests previously
reserved shall be included in future calculations of Plan Securities to holders
of Allowed Claims.
4. TAX TREATMENT OF ESCROW
Subject to definitive guidance from the IRS or a court of
competent jurisdiction to the contrary (including the receipt by the Disbursing
Agent of a private letter ruling if the Disbursing Agent so requests, or the
receipt of an adverse determination by the IRS upon audit if not contested by
the Disbursing Agent), the Disbursing Agent shall (i) treat the escrow as one or
more discrete trusts (which may be composed of separate and independent shares)
for federal income tax purposes in accordance with the trust provisions of the
IRC (Sections 641 et seq.) and
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(ii) to the extent permitted by applicable law, report consistent with the
foregoing for state and local income tax purposes. All holders of Allowed Claims
and Allowed Equity Interests shall report, for tax purposes, consistent with the
foregoing.
5. FUNDING OF ESCROW'S TAX OBLIGATION
If the reserve created in accordance with Section 18.3 (a) of
the Plan has insufficient funds to pay any applicable taxes imposed upon it or
its assets, subject to the other provisions contained in the Plan, the
Reorganized Debtors shall advance to the escrow the funds necessary to pay such
taxes (a "Tax Advance"), with such Tax Advances repayable from future amounts
otherwise receivable by the escrow pursuant to Section 21.3 of the Plan. If and
when a distribution is to be made from the escrow, the distributee will be
charged its pro rata portion of any outstanding Tax Advance (including accrued
interest). If a cash distribution is to be made to such distributee, the
Disbursing Agent shall be entitled to withhold from such distributee's
distribution the amount required to pay such portion of the Tax Advance
(including accrued interest). If such cash is insufficient to satisfy the
respective portion of the Tax Advance and there is also to be made to such
distributee a distribution of other Plan Currency or interests in the trusts to
be created under the Plan, the distributee shall, as a condition to receiving
such other assets, pay in cash to the Disbursing Agent an amount equal to the
unsatisfied portion of the Tax Advance (including accrued interest). Failure to
make such payment shall entitle the Disbursing Agent to reduce and permanently
adjust the amounts that would otherwise be distributed to such distributee to
fairly compensate the Disputed Claims reserve created in accordance with Section
21.3(a) of the Plan for the unpaid portion of the Tax Advance (including accrued
interest).
U. PROVISIONS REGARDING DISTRIBUTIONS
1. TIME AND MANNER OF DISTRIBUTIONS
Distributions under the Plan shall be made to each holder of
an Allowed Unsecured Claim as follows:
a. INITIAL DISTRIBUTIONS OF CASH. On or as soon as
practicable after the Effective Date, the Disbursing Agent shall distribute, or
cause to be distributed, to the Reorganized Debtor Plan Administrator on behalf
of holders of Disputed Claims, and to each holder of an Allowed General
Unsecured Claim, an Allowed Guaranty Claim, an Allowed Intercompany Claim and an
Allowed Convenience Claim, such Creditor's share, if any, of Creditor Cash as
determined pursuant to Articles VII, X, XI, XII, XIII, XIV, XV and XVI of the
Plan.
b. SUBSEQUENT DISTRIBUTIONS OF CASH. On the first (1st)
Business Day that is after the close of one (1) full calendar quarter following
the date of the initial Effective Date distributions, and, thereafter, on each
first (1st) Business Day following the close of two (2) full calendar quarters,
the Disbursing Agent shall distribute, or cause to be distributed, to the
Reorganized Debtor Plan Administrator on behalf of holders of Disputed Claims,
and to each holder of an Allowed General Unsecured Claim, an Allowed Guaranty
Claim, an Allowed Intercompany Claim, and an Allowed Convenience Claim, an
amount equal to such Creditor's
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share, if any, of Creditor Cash as determined pursuant to Articles VII, X, XI,
XII, XIII, XIV, XV and XVI of the Plan, until such time as there are no longer
any potential Creditor Cash.
c. DISTRIBUTIONS OF PLAN SECURITIES. Notwithstanding
anything contained in the Plan to the contrary, commencing on or as soon as
practicable after the Effective Date, subject to the availability of any
historical financial information required to comply with applicable securities
laws, the Disbursing Agent shall commence distributions, or cause to be
distributed, to the Reorganized Debtor Plan Administrator on behalf of holders
of Disputed Claims, and to each holder of an Allowed General Unsecured Claim, an
Allowed Guaranty Claim and an Allowed Intercompany Claim, an amount equal to
such Creditor's share, if any, of Plan Securities, as determined pursuant to
Articles VII, X, XI, XII, XIII, XIV, XV and XVI of the Plan, and semi-annually
thereafter until such time as there is no longer any potential Plan Securities
to distribute, as follows:
(i) PRISMA. Distribution of Prisma Common Stock
to holders of Allowed General Unsecured Claims, Allowed Enron Guaranty Claims,
Allowed Wind Guaranty Claims and Allowed Intercompany Claims shall commence upon
(a) allowance of General Unsecured Claims in an amount which would result in the
distribution of 30% of the issued and outstanding shares of Prisma Common Stock
and (b) obtaining the requisite consents for the transfer of the Prisma Assets
and the issuance of the Prisma Common Stock;
(ii) CROSSCOUNTRY. Distributions of CrossCountry
Common Stock to holders of Allowed General Unsecured Claims, Allowed Enron
Guaranty Claims, Allowed Wind Guaranty Claims and Allowed Intercompany Claims
shall commence upon (a) allowance of General Unsecured Claims in an amount which
would result in the distribution of 30% of the issued and outstanding shares of
CrossCountry Common Stock and (b) obtaining the requisite consents for the
issuance of the CrossCountry Common Stock; and
(iii) PGE. Distributions of PGE Common Stock to
holders of Allowed General Unsecured Claims, Allowed Enron Guaranty Claims,
Allowed Wind Guaranty Claims and Allowed Intercompany Claims shall commence upon
(a) allowance of General Unsecured Claims in an amount which would result in the
distribution of 30% of the issued and outstanding shares of PGE Common Stock and
(b) obtaining the requisite consents for the issuance of the PGE Common Stock;
provided, however, that, in the event that a Sale Transaction has occurred, or
an agreement for a Sale Transaction has been entered into and has not been
terminated, prior to the satisfaction of the conditions for the distribution of
such Plan Securities pursuant to Section 32.1(c) of the Plan, the proceeds
thereof shall be distributed in accordance with the provisions of Section
32.1(a) of the Plan in lieu of the Plan Securities that are the subject of such
Sale Transaction or agreement, or in the case of a Sale Transaction involving a
sale of all or substantially all of the assets of an issuer of Plan Securities,
the Plan Securities of such issuer (unless the agreement for such Sale
Transaction terminates subsequent to the satisfaction of such applicable
conditions in Section 32.1(c) of the Plan, in which case, such Plan Securities
shall be distributed pursuant to Section 32.1(c) of the Plan), with the balance
of such Plan Securities distributed in accordance with the provisions of Section
32.1(c) of the Plan; and, provided, further, that, if in the joint determination
of the Debtors and the Creditors' Committee the Prisma Trust Interests,
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CrossCountry Trust Interests and/or PGE Trust Interests are created, on the
Effective Date, such interests shall be allocated to the appropriate holders
thereof in accordance with Article XXIV of the Plan in lieu of the distributions
of Prisma Common Stock, CrossCountry Common Stock and/or PGE Common Stock,
respectively; and, provided, further, that during the period of retention of any
such Plan Securities, the Disbursing Agent shall distribute, or cause to be
distributed, to the Reorganized Debtor Plan Administrator on behalf of holders
of Disputed Claims, and to each holder of an Allowed General Unsecured Claim, an
Allowed Guaranty Claim and an Allowed Intercompany Claim, an amount equal to
such Creditor's share, if any, of dividends declared and distributed with
respect to any of the Plan Securities; and, provided, further, until such time
as all Disputed Claims have been allowed by Final Order, in whole or in part,
the Disbursing Agent shall hold in reserve at least 1% of the Plan Securities to
be distributed in accordance with Sections 21.3 and 32.1 of the Plan.
d. RECALCULATION OF DISTRIBUTIVE ASSETS, GUARANTY
DISTRIBUTIVE ASSETS AND INTERCOMPANY DISTRIBUTIVE ASSETS. Notwithstanding
anything contained in the Plan to the contrary, in connection with each of the
distributions of Creditor Cash and Plan Securities to be made in accordance with
Section 32.1 of the Plan, the Disbursing Agent shall calculate, or cause to be
calculated, Distributive Assets, Enron Guaranty Distributive Assets, Wind
Guaranty Distributive Assets, ACFI Guaranty Distributive Assets, ENA Guaranty
Distributive Assets, EPC Guaranty Distributive Assets and Intercompany
Distributive Assets as of the date thereof, taking into account, among other
things, (i) sales of Remaining Assets, (ii) proceeds, if any, of Sale
Transactions and (iii) the allowance or disallowance of Disputed Claims, as the
case may be.
e. PRIOR AND SUBSEQUENT BANKRUPTCY COURT ORDERS
REGARDING NON-CONFORMING DISTRIBUTIONS. For purposes of calculating
distributions to be made in accordance with Section 32.1 of the Plan, including,
without limitation, the payment of Allowed Claims in full, the Debtors, the
Reorganized Debtors, the Disbursing Agent and the Reorganized Debtor Plan
Administrator shall take into account those payments made or to be made to
holders of Allowed Enron Senior Note Claims and Allowed Enron Subordinated
Debenture Claims pursuant to the provisions of prior or subsequent orders of the
Bankruptcy Court.
2. TIMELINESS OF PAYMENTS
Any payments or distributions to be made pursuant to the Plan
shall be deemed to be timely made if made within twenty (20) days after the
dates specified in the Plan. Whenever any distribution to be made under the Plan
shall be due on a day other than a Business Day, such distribution shall instead
be made, without interest, on the immediately succeeding Business Day, but shall
be deemed to have been made on the date due.
3. DISTRIBUTIONS BY THE DISBURSING AGENT
All distributions under the Plan shall be made by the
Disbursing Agent at the direction of the Reorganized Debtor Plan Administrator.
The Disbursing Agent shall be deemed to hold all property to be distributed
under the Plan in trust for the Persons entitled to receive the same. The
Disbursing Agent shall not hold an economic or beneficial interest in such
property.
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4. MANNER OF PAYMENT UNDER THE PLAN
Unless the Entity receiving a payment agrees otherwise, any
payment in Cash to be made by the Reorganized Debtors shall be made, at the
election of the Reorganized Debtors, by check drawn on a domestic bank or by
wire transfer from a domestic bank; provided, however, that no Cash payments
shall be made to a holder of an Allowed Claim or an Allowed Equity Interest
until such time as the amount payable thereto is equal to or greater than Ten
Dollars ($10.00).
5. DELIVERY OF DISTRIBUTIONS
Subject to the provisions of Rule 9010 of the Bankruptcy
Rules, and except as provided in Section 32.4 of the Plan, distributions and
deliveries to holders of Allowed Claims shall be made at the address of each
such holder as set forth on the Schedules filed with the Bankruptcy Court unless
superseded by the address set forth on proofs of claim filed by such holders, or
at the last known address of such a holder if no proof of claim is filed or if
the Debtors has been notified in writing of a change of address. Distributions
for the benefit of holders of Enron Senior Notes shall be made to the
appropriate Enron Senior Notes Indenture Trustee. Each such Enron Senior Note
Indenture Trustee shall in turn administer the distribution to the holders of
Allowed Enron Senior Note Claims in accordance with the Plan and the applicable
Enron Senior Notes Indenture. The Enron Senior Notes Indenture Trustee shall not
be required to give any bond or surety or other security for the performance of
their duties unless otherwise ordered by the Bankruptcy Court.
6. FRACTIONAL SECURITIES
No fractional shares of Plan Securities shall be issued.
Fractional shares of Plan Securities shall be rounded to the next greater or
next lower number of shares in accordance with the following method: (a)
fractions of one-half (1/2) or greater shall be rounded to the next higher whole
number, and (b) fractions of less than one-half (1/2) shall be rounded to the
next lower whole number. The total number of shares or interests of Plan
Securities to be distributed to a Class under the Plan shall be adjusted as
necessary to account for the rounding provided for in Section 32.6 of the Plan.
In the event that, as a result of such rounding, a holder of a Claim would
receive no distribution pursuant to the Plan, such holder shall receive Cash in
lieu of the fractional shares of Plan Securities to purchase fractional shares
such holder was entitled to receive.
7. UNDELIVERABLE DISTRIBUTIONS
a. HOLDING OF UNDELIVERABLE DISTRIBUTIONS. If any
distribution to any holder is returned to the Reorganized Debtors as
undeliverable, no further distributions shall be made to such holder unless and
until the Reorganized Debtors is notified, in writing, of such holder's
then-current address. Undeliverable distributions shall remain in the possession
of the Reorganized Debtors until such time as a distribution becomes
deliverable. All Entities ultimately receiving undeliverable Cash shall not be
entitled to any interest or other accruals of any kind. Nothing contained in the
Plan shall require the Reorganized Debtors to attempt to locate any holder of an
Allowed Claim or an Allowed Equity Interest.
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b. FAILURE TO CLAIM UNDELIVERABLE DISTRIBUTIONS. On or
about the second (2nd) anniversary of the Effective Date, the Reorganized
Debtors shall file a list with the Bankruptcy Court setting forth the names of
those Entities for which distributions have been made under the Plan and have
been returned as undeliverable as of the date thereof. Any holder of an Allowed
Claim or an Allowed Equity Interest that does not assert its rights pursuant to
the Plan to receive a distribution within three (3) years from and after the
Effective Date shall have its entitlement to such undeliverable distribution
discharged and shall be forever barred from asserting any entitlement pursuant
to the Plan against the Reorganized Debtors or its property. In such case, any
consideration held for distribution on account of such Claim or Equity Interest
shall revert to the Reorganized Debtors for redistribution to holders of Allowed
Claims and Allowed Equity Interests in accordance with the provisions of Section
32.1 of the Plan.
8. COMPLIANCE WITH TAX REQUIREMENTS
The Reorganized Debtors shall comply with all applicable tax
withholding and reporting requirements imposed on it by any governmental unit,
and all distributions pursuant to the Plan shall be subject to such withholding
and reporting requirements.
9. TIME BAR TO CASH PAYMENTS
Checks issued by the Reorganized Debtors on account of Allowed
Claims shall be null and void if not negotiated within ninety (90) days from and
after the date of issuance thereof. Requests for reissuance of any check shall
be made directly to the Reorganized Debtors by the holder of the Allowed Claim
with respect to which such check originally was issued. Any claim in respect of
such a voided check shall be made on or before the later of (a) the second (2nd)
anniversary of the Effective Date or (b) ninety (90) days after the date of
issuance of such check, if such check represents a final distribution under the
Plan on account of such Claim. After such date, all Claims in respect of voided
checks shall be discharged and forever barred and the Reorganized Debtors shall
retain all monies related thereto for the sole purpose of adding such monies to
Creditor Cash for purposes of redistribution to Creditors in accordance with the
terms and provisions of the Plan.
10. DISTRIBUTIONS AFTER EFFECTIVE DATE
Distributions made after the Effective Date to holders of
Claims that are not Allowed Claims as of the Effective Date, but which later
become Allowed Claims shall be deemed to have been made on the Effective Date.
11. SETOFFS
The Reorganized Debtors may, pursuant to applicable
non-bankruptcy law, set off against any Allowed Claim and the distributions to
be made pursuant to the Plan on account thereof (before any distribution is made
on account of such Claim), the claims, rights and causes of action of any nature
the Debtors or the Reorganized Debtors may hold against the holder of such
Allowed Claim; provided, however, that neither the failure to effect such a
setoff nor the allowance of any Claim under the Plan shall constitute a waiver
or release by the Debtors, Debtors in Possession or the Reorganized Debtors of
any such claims, rights and causes of action that the Debtors, Debtors in
Possession or the Reorganized Debtors may possess against such
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holder; and, provided, further, that nothing contained in the Plan is intended
to limit the rights of any Creditor to rights of setoff prior to the Effective
Date in accordance with the provisions of sections 362 and 553 of the Bankruptcy
Code.
12. ALLOCATION OF PLAN DISTRIBUTIONS BETWEEN PRINCIPAL AND
INTEREST
To the extent that any Allowed Claim entitled to a
distribution under the Plan is comprised of indebtedness and accrued but unpaid
interest thereon, such distribution shall be allocated first to the principal
amount of the Claim (as determined for federal income tax purposes) and then, to
the extent the consideration exceeds the principal amount of the Claim, to
accrued but unpaid interest.
13. SURRENDER OF INSTRUMENTS
Except to the extent evidenced by electronic entry, as a
condition of receiving any distribution under the Plan, each holder of a
certificated instrument or note must surrender such instrument or note to the
appropriate Indenture Trustee or Disbursing Agent or its designee, unless such
certificated instrument or note is being reinstated or left unimpaired under the
Plan. Any holder of such instrument or note that fails to (i) surrender such
instrument or note, or (ii) execute and deliver an affidavit of loss and/or
indemnity reasonably satisfactory to the appropriate Indenture Trustee or
Disbursing Agent before the first (1st) anniversary of the Effective Date shall
be deemed to have forfeited all rights and claims and may not participate in any
distribution under the Plan. Any distribution so forfeited shall become the
property of the Reorganized Debtors.
14. CANCELLATION OF EXISTING SECURITIES AND AGREEMENTS
On the latest to occur of (a) the Effective Date, (b) the
entry of a Final Order resolving all Claims in the Chapter 11 Cases and (c) the
final distribution made to holders of Allowed Claims and Allowed Equity
Interests in accordance with Article XXXII of the Plan, any document, agreement,
or instrument evidencing any Claim shall be deemed cancelled without further act
or action under any applicable agreement, law, regulation, order or rule and the
obligations of the Debtors under such documents, agreements or instruments
evidencing such Claims shall be discharged; provided, however, that the Enron
Subordinated Indenture, the Enron Senior Notes Indentures, the Enron TOPRS
Indentures, the ETS Indentures and the ENA Indentures shall continue in effect
for the purposes of (i) allowing the Enron Subordinated Indenture Trustee, the
Enron Senior Notes Indenture Trustees, the Enron TOPRS Indenture Trustee, the
ETS Indenture Trustee and the ENA Indenture Trustee to make any distributions
pursuant to the Plan and to perform such other necessary functions with respect
thereto, and (ii) permitting the Enron Senior Notes Indenture Trustees, the
Enron Subordinated Indenture Trustee, the Enron TOPRS Indenture Trustee, the ETS
Indenture Trustee and the ENA Indenture Trustee to maintain and assert any
rights or liens for reasonable fees, costs, and expenses under the Indentures;
and, provided, further, that, except as otherwise provided in the Plan, nothing
in the Plan shall impair, affect or adversely affect the related transactions
and the rights of the parties thereto.
15. CERTAIN INDENTURE TRUSTEE FEES AND EXPENSES
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In the event that the Debtors and the Creditors' Committee
agree, in their joint and absolute discretion, as to the Indenture Trustee
Claims incurred during the period up to and including the Effective Date, such
Indenture Trustee Claims shall be paid in Cash by the Reorganized Debtors on the
Effective Date, or as soon as practicable thereafter, without the need for the
Indenture Trustees to file an application for allowance thereof with the
Bankruptcy Court. In the event that either the Debtors or the Creditors'
Committee disagrees with an Indenture Trustee as to the reasonableness of all or
a portion of the fees and expenses requested in an Indenture Trustee Claim, such
Indenture Trustee may, at its sole discretion, request that the Bankruptcy Court
(i) determine the reasonableness and allowance of such contested amounts and
(ii) direct the Reorganized Debtors to pay such additional amounts determined to
be reasonable, if any, and the Debtors, the Creditors' Committee and any other
creditor or party in interest may object thereto. To the extent that the
Reorganized Debtors fail to pay any Indenture Trustee Claim in full, whether as
a result of the Bankruptcy Court's determination or an Indenture Trustee's
determination not to request payment therefor, such Indenture Trustee shall have
the right to assert its lien and priority rights pursuant to the applicable
Indenture for payment of any unpaid amount. Notwithstanding the foregoing, the
Reorganized Debtors shall be responsible and, upon presentation of supporting
documentation in form and substance satisfactory to the Reorganized Debtors,
satisfy the reasonable direct out-of-pocket costs and expenses incurred by the
Indenture Trustees in connection with making distributions pursuant to the Plan;
provided, however, that, under no circumstances, shall the Reorganized Debtors
be responsible for any indemnification obligations, costs and expenses of any of
the Indenture Trustees associated with the negligence or willful misconduct of
an Indenture Trustee in making any such distributions.
16. CANCELLATION OF PGE, CROSSCOUNTRY AND PRISMA SECURITIES
Upon the initial issuance of each of the PGE Common Stock,
CrossCountry Common Stock and Prisma Common Stock to holders of Allowed Claims
or the Operating Trusts, the Existing PGE Common Stock, stock of CrossCountry
held by ENE and/or any of its subsidiaries, and stock of Prisma held by ENE
and/or any of its subsidiaries, respectively, shall be cancelled; provided,
however, that, notwithstanding the foregoing, in the event that (a) the Debtors
and the Creditors' Committee, in their joint and absolute discretion, determine
to have issued preferred stock of PGE, CrossCountry or one of the alternative
structures contemplated pursuant to Section 37.3 of the Plan, and (b) such
preferred stock is issued subsequent to the Confirmation Date and prior to the
issuance of the PGE Common Stock, or the CrossCountry Common Stock, as the case
may be, to holders of Allowed Claims or the Operating Trusts, such preferred
stock shall not be cancelled.
17. RECORD DATE
On the Record Date, registers of the respective Indenture
Trustees shall be closed and the Indenture Trustees shall have no obligation to
recognize any transfers of Claims arising under or related to the Enron
Subordinated Indenture, the Enron Senior Notes Indentures, the ETS Indentures,
the Enron TOPRS Indentures, or the ENA Indentures occurring from and after the
Record Date.
V. EXECUTORY CONTRACTS AND UNEXPIRED LEASES
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1. REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
Any executory contracts or unexpired leases not set forth on
the Assumption Schedule that have not expired by their own terms on or prior to
the Confirmation Date, which have not been assumed and assigned or rejected with
the approval of the Bankruptcy Court, or which are not the subject of a motion
to assume the same pending as of the Confirmation Date shall be deemed rejected
by the Debtors in Possession on the Confirmation Date and the entry of the
Confirmation Order by the Bankruptcy Court shall constitute approval of such
rejections pursuant to sections 365(a) and 1123 of the Bankruptcy Code.
2. CURE OF DEFAULTS FOR ASSUMED EXECUTORY CONTRACTS AND UNEXPIRED
LEASES
Not later than five (5) days prior to the Ballot Date, as the
same may be extended, the Debtors in Possession shall file the Assumption
Schedule with the Bankruptcy Court setting forth the list of executory contracts
and unexpired leases to be assumed by the Debtors pursuant to the Plan as of the
Effective Date, and such executory contracts and unexpired leases shall be
deemed assumed as of the Effective Date. The listing of a document on the
Assumption Schedule shall not constitute an admission by the Debtors that such
document is an executory contract or an unexpired lease or that the Debtors have
any liability thereunder, with the exception of the amount of any proposed cure
amount listed thereon. Unless otherwise specified on the Assumption Schedule,
each executory contract or unexpired lease listed on the Assumption Schedule
shall include all exhibits, schedules, riders, modifications, amendments,
supplements, attachments, restatements, or other agreements made directly or
indirectly by any agreement, instrument, or other document that in any manner
affects such executory contract or unexpired lease, without regard to whether
such agreement, instrument or other document is listed on the Assumption
Schedule. The Debtors in Possession may at any time during the period from the
Confirmation Date, up to and including the Effective Date, amend the Assumption
Schedule to delete any executory contracts or unexpired leases therefrom. In the
event that the Debtors in Possession determine to amend the Assumption Schedule,
(1) the Debtors in Possession shall file a notice (a "Rejection Notice") of any
such amendment with the Bankruptcy Court and serve such Rejection Notice on any
affected party and (2) any executory contract or unexpired lease deleted from
the Assumption Schedule shall be deemed rejected as of the date of such
Rejection Notice. Any monetary amounts required as cure payments on each
executory contract and unexpired lease to be assumed pursuant to the Plan shall
be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment
of the cure amount in Cash on the Effective Date or upon such other terms and
dates as the parties to such executory contracts or unexpired leases otherwise
may agree. In the event of a dispute regarding (a) the amount of any cure
payment, (b) the ability of the Debtors or any assignee to provide "adequate
assurance of future performance" (within the meaning of section 365 of the
Bankruptcy Code) under the contract or lease to be assumed or (c) any other
matter pertaining to assumption arises, the cure payments required by section
365(b)(1) of the Bankruptcy Code shall be subject to the jurisdiction of the
Bankruptcy Court and made following the existence of a Final Order resolving
such dispute.
3. REJECTION OF INTERCOMPANY TRADING CONTRACTS
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Notwithstanding anything contained in the Plan to the
contrary, all trading contracts between or among (a) two or more Debtors or (b)
a Debtor and any wholly-owned Affiliate shall be deemed for all purposes to have
been rejected and otherwise terminated as of the Initial Petition Date and the
values and damages attributable thereto shall be calculated as of the Initial
Petition Date.
4. REJECTION DAMAGE CLAIMS
Except with regard to executory contracts governed in
accordance with the provisions of Section 34.3 of the Plan, if the rejection of
an executory contract or unexpired lease by the Debtors in Possession under the
Plan results in damages to the other party or parties to such contract or lease,
any claim for such damages, if not evidenced by a filed proof of claim, shall be
forever barred and shall not be enforceable against the Debtors, or its
properties or agents, successors, or assigns, unless a proof of claim is filed
with the Bankruptcy Court and served upon attorneys for the Debtors on or before
thirty (30) days after the latest to occur of (a) the Confirmation Date, (b) the
date of entry of an order by the Bankruptcy Court authorizing rejection of a
particular executory contract or unexpired lease and (c) the date of the
Rejection Notice with respect to a particular executory contract or unexpired
lease.
5. INDEMNIFICATION AND REIMBURSEMENT OBLIGATIONS
For purposes of the Plan, the obligations of the Debtors to
indemnify and reimburse its directors or officers that were directors or
officers, respectively, on or prior to the Petition Date shall be treated as
Section 510 Subordinated Claims. Indemnification obligations of the Debtors
arising from services as officers and directors during the period from and after
the Initial Petition Date shall be Administrative Expense Claims to the extent
previously authorized by a Final Order.
6. REJECTION OF TOPRS-RELATED AGREEMENTS
On the Effective Date, each of the (a) ECT I Trust
Declarations, (b) ECT II Trust Declarations, (c) EPF I Partnership Agreement and
(d) EPF II Partnership Agreement shall be deemed to be rejected. In connection
therewith, and in full and final satisfaction of any rights, interests or Claims
of ECT I, ECT II, EPF I, EPF II and holders of the TOPRS against any of the
Debtors and their affiliates, ENE, as general partner of EPF I and EPF II, shall
declare a distribution of all assets of EPF I and EPF II, including, without
limitation, Cash, Plan Securities, Litigation Trust Interests, Special
Litigation Trust Interests and Eligible Debt Securities, as defined in the EPF I
Partnership Agreement and the EPF II Partnership Agreement, to ECT I and ECT II,
respectively, which distribution shall be made to National City Bank, in its
capacity as ECT I Property Trustee and ECT II Property Trustee. Upon the earlier
to occur of (i) the Confirmation Order becoming a Final Order and (ii) the
Effective Date, all claims, causes of action or other challenges of any kind or
nature which could be asserted by the Debtors, the Creditors' Committee, any
trustee appointed in the Debtors' bankruptcy cases, or any creditor or party in
interest in the Debtors' bankruptcy cases, or any of them, against or with
respect to National City Bank, as Indenture Trustee, ECT I Property Trustee and
ECT II Property Trustee, ECT I, ECT II, the TOPRS issued by either of them, EPF
I, EPF II, the limited partnership interests issued by either of them, the ETS
Debentures, the ENA Subordinated Debentures or the
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Enron TOPRS Debentures, including, without limitation, substantive
consolidation, piercing of the corporate veil, recharacterization of the TOPRS
or the limited partnership interests in EPF I or EPF II as preferred stock or
any other equity interest of ENE or any of its affiliates, preferences,
fraudulent conveyance and other avoidance actions shall be deemed forever waived
and released.
W. MISCELLANEOUS PROVISIONS
1. TITLE TO ASSETS
Except as otherwise provided by the Plan, including, without
limitation, Section 42.2 of the Plan, on the Effective Date, title to all assets
and properties encompassed by the Plan shall vest in the Reorganized Debtors
free and clear of all Liens and in accordance with section 1141 of the
Bankruptcy Code, and the Confirmation Order shall be a judicial determination of
discharge of the liabilities of the Debtors and the Debtors in Possession except
as provided in the Plan. Notwithstanding the foregoing, the Debtors and the
Reorganized Debtors, in their sole and absolute discretion, may (a) encumber all
of the Debtors' assets for the benefit of Creditors or (b) transfer such assets
to another Entity to secure the payment and performance of all obligations
provided for in the Plan.
2. DISTRIBUTION OF RESERVED FUNDS
Upon the Effective Date, all proceeds reserved pursuant to a
Sale/Settlement Order and not subject to a dispute concerning the allocation
thereof shall vest in the Reorganized Debtors free and clear of all Liens and in
accordance with section 1141 of the Bankruptcy Code and be subject to
distribution in accordance with the provisions hereof. Notwithstanding the terms
and conditions of any of the Sale/Settlement Orders, to the extent necessary to
allocate the proceeds reserved pursuant to a Sale/Settlement Order, on or prior
to the three (3) month anniversary of the Confirmation Date, the Debtors shall
file one or motions with the Bankruptcy Court to determine the allocation of
proceeds reserved pursuant to a Sale/Settlement Order. Any such motion shall be
deemed served upon the necessary parties if served in accordance with the Case
Management Order. Upon entry of a Final Order of the Bankruptcy Court with
respect to the allocation of such proceeds, and to the extent allocated to the
Debtors or any Enron Affiliate, all such proceeds shall vest in the Reorganized
Debtors or such Enron Affiliate free and clear of all Liens and in accordance
with section 1141 of the Bankruptcy Code and be subject to distribution in
accordance with the provisions of the Plan.
3. DISCHARGE OF DEBTORS
Except as otherwise provided in the Plan, on the latest to
occur of (a) the Effective Date, (b) the entry of a Final Order resolving all
Claims in the Chapter 11 Cases and (c) the final distribution made to holders of
Allowed Claims and Allowed Equity Interests in accordance with Article XXXII of
the Plan, all Claims against and Equity Interests in the Debtors and Debtors in
Possession, shall be discharged and released in full; provided, however, that,
the Bankruptcy Court may, upon request by the Reorganized Debtors, and notice
and a hearing, enter an order setting forth that such Claims and Equity
Interests shall be deemed discharged and released on such earlier date as
determined by the Bankruptcy Court; and, provided, further, that, upon all
350
distributions being made pursuant to the Plan, the Debtors and the Reorganized
Debtors, as the case may be, shall be deemed dissolved for all purposes and the
Reorganized Debtor Plan Administrator shall cause the Debtors and the
Reorganized Debtors, as the case may be, to take such action to effect such
dissolution in accordance with applicable state law. All Persons and Entities
shall be precluded from asserting against the Debtors, the Debtors in
Possession, their successors or assigns, including, without limitation, the
Reorganized Debtors, the Reorganized Debtors' subsidiaries, the Reorganized
Debtor Plan Administrator, their agents and employees, or their respective
assets properties or interests in property, any other or further Claims based
upon any act or omission, transaction or other activity of any kind or nature
that occurred prior to the Confirmation Date, whether or not the facts or legal
bases therefor were known or existed prior to the Confirmation Date regardless
of whether a proof of Claim or Equity Interest was filed, whether the holder
thereof voted to accept or reject the Plan or whether the Claim or Equity
Interest is an Allowed Claim or an Allowed Equity Interest.
4. INJUNCTION ON CLAIMS
Except as otherwise expressly provided in the Plan, the
Confirmation Order or such other order of the Bankruptcy Court that may be
applicable, all Persons or Entities who have held, hold or may hold Claims or
other debt or liability that is discharged or Equity Interests or other right of
equity interest that is terminated or cancelled pursuant to the Plan are
permanently enjoined, from and after the Effective Date, from (a) commencing or
continuing in any manner any action or other proceeding of any kind on any such
Claim or other debt or liability or Equity Interest or other right of equity
interest that is terminated or cancelled pursuant to the Plan against the
Debtors, the Debtors in Possession or the Reorganized Debtors, the Debtors'
estates or properties or interests in properties of the Debtors or the
Reorganized Debtors, (b) the enforcement, attachment, collection or recovery by
any manner or means of any judgment, award, decree or order against the Debtors,
the Debtors in Possession or the Reorganized Debtors, the Debtors' estates or
properties or interests in properties of the Debtors, the Debtors in Possession
or the Reorganized Debtors, (c) creating, perfecting, or enforcing any
encumbrance of any kind against the Debtors, the Debtors in Possession or the
Reorganized Debtors or against the property or interests in property of the
Debtors, the Debtors in Possession or the Reorganized Debtors, and (d) asserting
any right of setoff, subrogation or recoupment of any kind against any
obligation due from the Debtors, the Debtors in Possession or the Reorganized
Debtors or against the property or interests in property of the Debtors, the
Debtors in Possession or the Reorganized Debtors, with respect to any such Claim
or other debt or liability that is discharged or Equity Interest or other right
of equity interest that is terminated or cancelled pursuant to the Plan;
provided, however, that such injunction shall not preclude the United States of
America or any of its police or regulatory agencies from enforcing their police
or regulatory powers; and, provided, further, that, except in connection with a
properly filed proof of claim, the foregoing proviso does not permit the United
States of America or any of its police or regulatory agencies from obtaining any
monetary recovery from the Debtors, the Debtors in Possession or the Reorganized
Debtors or their respective property or interests in property with respect to
any such Claim or other debt or liability that is discharged or Equity Interest
or other right of equity interest that is terminated or cancelled pursuant to
the Plan, including, without limitation, any monetary claim or penalty in
furtherance of a police or regulatory power. Such injunction (y) shall extend to
all successors of the Debtors and Debtors in Possession and the Creditors'
Committee and its members, and their respective properties and
351
interests in property; provided, however, that such injunction shall not extend
to or protect members of the Creditors' Committee and their respective
properties and interests in property for actions based upon acts outside the
scope of service on the Creditors' Committee and (z) is not intended, nor shall
it be construed, to extend to the assertion, the commencement or the prosecution
of any claim or cause of action against any present or former member of the
Creditors' Committee and their respective properties and interests in property
arising from or relating to such member's pre-Petition Date acts or omissions,
including, without limitation, the Class Actions.
5. TERM OF EXISTING INJUNCTIONS OR STAYS
Unless otherwise provided, all injunctions or stays provided
for in the Chapter 11 Cases pursuant to sections 105, 362 or 525 of the
Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall
remain in full force and effect until entry of an order in accordance with
Section 42.17 of the Plan or such other Final Order of the Bankruptcy Court.
6. LIMITED RELEASE OF DIRECTORS, OFFICERS AND EMPLOYEES
No claims of the Debtors' estates against their present and
former officers, directors, employees, consultants and agents and arising from
or relating to the period prior to the Initial Petition Date are released by the
Plan. As of the Effective Date, the Debtors and the Debtors in Possession shall
be deemed to have waived and released its present and former directors,
officers, employees, consultants and agents who were directors, officers,
employees, consultants or agents, respectively, at any time during the Chapter
11 Cases, from any and all claims of the Debtors' estates arising from or
relating to the period from and after the Initial Petition Date; provided,
however, that, except as otherwise provided by prior or subsequent Final Order
of the Bankruptcy Court, this provision shall not operate as a waiver or release
of (a) any Person (i) named or subsequently named as a defendant in any of the
Class Actions, (ii) named or subsequently named as a defendant in any action
commenced by or on behalf of the Debtors in Possession, including any actions
prosecuted by the Creditors' Committee and the Employee Committee, (iii)
identified or subsequently identified as a wrongful actor in the "Report of
Investigation by the Special Investigative Committee of the Board of Directors
of Enron Corp.," dated February 1, 2002, (iv) identified or subsequently
identified in a report by the Enron Examiner or the ENA Examiner as having
engaged in acts of dishonesty or willful misconduct detrimental to the interests
of the Debtors, or (v) adjudicated or subsequently adjudicated by a court of
competent jurisdiction to have engaged in acts of dishonesty or willful
misconduct detrimental to the interests of the Debtors or (b) any claim (i) with
respect to any loan, advance or similar payment by the Debtors to any such
person, (ii) with respect to any contractual obligation owed by such person to
the Debtors, (iii) relating to such person's knowing fraud, or (iv) to the
extent based upon or attributable to such person gaining in fact a personal
profit to which such person was not legally entitled, including, without
limitation, profits made from the purchase or sale of equity securities of the
Debtors which are recoverable by the Debtors pursuant to section 16(b) of the
Securities Exchange Act of 1934, as amended; and, provided, further, that the
foregoing is not intended, nor shall it be construed, to release any of the
Debtors' claims that may exist against the Debtors' directors and officers
liability insurance.
7. INJUNCTION ON ACTIONS
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Except as provided in the Plan, as of the Effective Date, all
non-Debtor entities are permanently enjoined from commencing or continuing in
any manner, any action or proceeding, whether directly, derivatively, on account
of or respecting any claim, debt, right or cause of action of the Debtors, the
Debtors in Possession or the Reorganized Debtors which the Debtors, the Debtors
in Possession or the Reorganized Debtors, as the case may be, retain sole and
exclusive authority to pursue in accordance with Section 28.1 of the Plan or
which has been released pursuant to the Plan, including, without limitation,
pursuant to Sections 2.1, 28.3 and 42.6 of the Plan, provided, however, that,
except with regard to the Debtors, the Debtors in Possession and the Reorganized
Debtors, such injunction is not intended, nor shall it be construed to, extend
to the ongoing prosecution of the Class Actions.
X. SUMMARY OF OTHER PROVISIONS OF THE PLAN
1. PRESERVATION OF RIGHTS OF ACTION
Except as otherwise provided in the Plan, including, without
limitation, Articles XXII and XXIII of the Plan, or in any contract, instrument,
release or other agreement entered into in connection with the Plan, in
accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors
shall retain sole and exclusive authority to enforce any claims, rights or
causes of action that the Debtors, the Debtors in Possession or their chapter 11
estates may hold against any Entity, including any claims, rights or causes of
action arising under sections 541, 544, 545, 547, 548, 549, 550, 551 and 553 of
the Bankruptcy Code.
2. PAYMENT OF STATUTORY FEES
All fees payable pursuant to section 1930 of title 28 of the
United States Code, as determined by the Bankruptcy Court at the Confirmation
Hearing, shall be paid on the Effective Date.
3. RETIREE BENEFITS
From and after the Effective Date, pursuant to section
1129(a)(13) of the Bankruptcy Code, the Reorganized Debtors shall continue to
pay all retiree benefits (within the meaning of section 1114 of the Bankruptcy
Code), if any, at the level established in accordance with subsection (e)(1)(B)
or (g) of section 1114 of the Bankruptcy Code, at any time prior to the
Confirmation Date, and for the duration of the period during which the Debtors
have obligated themselves to provide such benefits; provided, however, that the
Debtors or the Reorganized Debtors may modify such benefits to the extent
permitted by applicable law.
4. RETENTION OF DOCUMENTS
Notwithstanding the terms and provisions of that certain
Stipulation and Consent Order Pursuant to 11 U.S.C. Section 105 and 541 By and
Between Enron Corp. and Its Affiliated Debtors-in-Possession and the Official
Committee of Unsecured Creditors Regarding Document Preservation and Retention,
dated February 15, 2002, unless otherwise ordered by the Bankruptcy Court, from
and after the first (1st) anniversary of the Confirmation Date, the Debtors and
each Enron Affiliate shall have the right and authorization to destroy or
otherwise dispose of the Documents, as defined therein.
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5. POST-CONFIRMATION DATE FEES AND EXPENSES
From and after the Confirmation Date, the Reorganized Debtors
shall, in the ordinary course of business and without the necessity for any
approval by the Bankruptcy Court, (a) retain such professionals and (b) pay the
reasonable professional fees and expenses incurred by the Reorganized Debtors
and the Creditors' Committee related to implementation and consummation of the
Plan, including, without limitation, reasonable fees and expenses of the
Indenture Trustees incurred in connection with the distributions to be made
pursuant to the Plan.
6. SEVERABILITY
If, prior to the Confirmation Date, any term or provision of
the Plan shall be held by the Bankruptcy Court to be invalid, void or
unenforceable, including, without limitation, the inclusion of one (1) or more
of the Debtors in the Plan, the Bankruptcy Court shall, with the consent of the
Debtors and the Creditors' Committee, have the power to alter and interpret such
term or provision to make it valid or enforceable to the maximum extent
practicable, consistent with the original purpose of the term or provision held
to be invalid, void or unenforceable, and such term or provision shall then be
applicable as altered or interpreted. Notwithstanding any such holding,
alteration or interpretation, the remainder of the terms and provisions of the
Plan shall remain in full force and effect and shall in no way be affected,
impaired or invalidated by such holding, alteration or interpretation. The
Confirmation Order shall constitute a judicial determination and shall provide
that each term and provision of the Plan, as it may have been altered or
interpreted in accordance with the foregoing, is valid and enforceable pursuant
to its terms
7. AMENDMENT OF ARTICLES OF INCORPORATION AND BY-LAWS
The articles of incorporation and by-laws of the Debtors shall
be amended as of the Effective Date to provide substantially as set forth in the
Reorganized Debtors Certificate of Incorporation and the Reorganized Debtors
By-laws.
8. CORPORATE ACTION
On the Effective Date, the adoption of the Reorganized Debtors
Certificate of Incorporation and the Reorganized Debtors By-laws shall be
authorized and approved in all respects, in each case without further action
under applicable law, regulation, order, or rule, including, without limitation,
any action by the stockholders of the Debtors or the Reorganized Debtors. The
cancellation of all Equity Interests and other matters provided under the Plan
involving the corporate structure of the Reorganized Debtors or corporate action
by the Reorganized Debtors shall be deemed to have occurred, be authorized, and
shall be in effect without requiring further action under applicable law,
regulation, order, or rule, including, without limitation, any action by the
stockholders of the Debtors or the Reorganized Debtors. Without limiting the
foregoing, from and after the Confirmation Date, the Debtors, the Reorganized
Debtors and the Reorganized Debtor Plan Administrator may take any and all
actions deemed appropriate in order to consummate the transactions contemplated
in the Plan and, notwithstanding any provision contained in the Debtors'
articles of incorporation and by-laws to the contrary, such Entities shall not
require the affirmative vote of holders of Equity
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Interests in order to take any corporate action including to (i) consummate a
Sale Transaction, (ii) compromise and settle claims and causes of action of or
against the Debtors and their chapter 11 estates, and (iii) dissolve, merge or
consolidate with any other Entity.
9. EXCULPATION
None of the Debtors, the Reorganized Debtors, the Creditors'
Committee, the Employee Committee, the Indenture Trustees responsible for making
distributions under the Plan, and any of their respective directors, officers,
employees, members, attorneys, consultants, advisors and agents (acting in such
capacity), shall have or incur any liability to any Entity for any act taken or
omitted to be taken in connection with and subsequent to the commencement of the
Chapter 11 Cases, the formulation, preparation, dissemination, implementation,
confirmation or approval of the Plan or any compromises or settlements contained
therein, the Disclosure Statement related thereto or any contract, instrument,
release or other agreement or document provided for or contemplated in
connection with the consummation of the transactions set forth in the Plan;
provided, however, that the foregoing provisions of Section 42.7 of the Plan
shall not affect the liability of any Entity that otherwise would result from
any such act or omission to the extent that such act or omission is determined
in a Final Order to have constituted gross negligence or willful misconduct. Any
of the foregoing parties in all respects shall be entitled to rely upon the
advice of counsel with respect to their duties and responsibilities under the
Plan.
10. MODIFICATION OF PLAN
The Debtors reserve the right, in accordance with the
Bankruptcy Code and the Bankruptcy Rules, subject to the consent of the
Creditors' Committee and, in the event any amendment or modification would
materially adversely affect the substance of the economic and governance
provisions set forth in the Plan, including, without limitation, Article II of
the Plan, the ENA Examiner as Plan facilitator, to amend or modify the Plan, the
Plan Supplement or any exhibits to the Plan at any time prior to the entry of
the Confirmation Order. Upon entry of the Confirmation Order, the Debtors may,
subject to the consent of the Creditors' Committee, upon order of the Bankruptcy
Court, amend or modify the Plan, in accordance with section 1127(b) of the
Bankruptcy Code, or remedy any defect or omission or reconcile any inconsistency
in the Plan in such manner as may be necessary to carry out the purpose and
intent of the Plan. A holder of a Claim that has accepted the Plan shall be
deemed to have accepted the Plan as modified if the proposed modification does
not materially and adversely change the treatment of the Claim of such holder.
11. REVOCATION OR WITHDRAWAL
a. The Plan may be revoked or withdrawn prior to the
Confirmation Date by the Debtors.
b. If the Plan is revoked or withdrawn prior to the
Confirmation Date, or if the Plan does not become effective for any reason
whatsoever, then the Plan shall be deemed null and void. In such event, nothing
contained in the Plan shall be deemed to constitute a waiver or release of any
claims by the Debtors or any other Entity or to prejudice in any manner the
rights of the Debtors or any other Entity in any further proceedings involving
the Debtors.
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12. CREDITORS' COMMITTEE - TERM AND FEES
From and after the Effective Date, the Creditors' Committee
shall be authorized only to perform the following functions:
a. to prosecute, or to continue to prosecute, as the
case may be, claims on behalf of the Debtors' estates against individual
insiders of the Debtors; provided, however, that, if any such claims constitute
Special Litigation Trust Claims, such claims and causes of action shall be
assigned to the Special Litigation Trust and prosecuted by the Special
Litigation Trustee for and on behalf of the Special Litigation Trust and the
beneficiaries thereof; and
b. to complete litigation, other than such litigation
referenced in Section 33.1(a) of the Plan, if any, to which the Creditors'
Committee is a party as of the Effective Date.
From and after the Effective Date, the Reorganized Debtors
shall pay the reasonable fees and expenses of professionals the Creditors'
Committee retains or continues the retention of to satisfy the obligations and
duties set forth in Section 33.1 of the Plan and shall reimburse the members of
the Creditors' Committee for reasonable disbursements incurred. The Creditors'
Committee shall be dissolved and the members thereof and the professionals
retained by the Creditors' Committee in accordance with section 1103 of the
Bankruptcy Code shall be released and discharged from their respective fiduciary
obligations, upon the earlier to occur of (y) resolution of all litigation to
which the Creditors' Committee is a party and (z) the entry of a Final Order
dissolving the Creditors' Committee. Notwithstanding the foregoing, (1) the
members of the Creditors' Committee which serve on a joint task force with the
Debtors with respect to the prosecution of Litigation Trust Claims shall
continue to serve from and after the Effective Date and (2) the professionals
retained by the Creditors' Committee with respect thereto shall continue such
retention until a Final Order has been entered (i) approving a compromise and
settlement of all of the Litigation Trust Claims or (ii) determining the
Litigation Trust Claims set forth in the MegaClaim Litigation and any other
similar litigation.
13. EMPLOYEE COMMITTEE - TERM AND FEES
From and after the Confirmation Date, the Employee Committee
shall be authorized only to perform the following functions:
a. to prosecute, or continue to prosecute, as the case
may be, Deferred Compensation Litigation and Severance Settlement Fund
Litigation; and
b. to complete litigation, other than such litigation
referenced in Section 33.2(a) of the Plan, if any, to which the Employee
Committee is a party as of the Confirmation Date.
From and after the Confirmation Date, the Debtors or the
Reorganized Debtors, as the case may be, shall pay the reasonable fees and
expenses of professionals the Employee Committee retains or continues the
retention of to satisfy the obligations and duties associated with the Deferred
Compensation Litigation; provided, however, that in connection with the
Settlement Fund Litigation, counsel to the Employee Committee shall continue to
serve as counsel to the Severance Settlement Fund Trustee and be compensated and
reimbursed in
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accordance with the provisions of the Severance Settlement Fund Trust Agreement
and the Severance Settlement Fund Order. The Employee Committee shall be
dissolved and the member thereof and the professionals retained by the Employee
Committee in accordance with section 327, 328 or 1102 of the Bankruptcy Code
shall be released and discharged from their respective fiduciary obligations
upon the earlier to occur of (y) resolution of all litigation to which the
Employee Committee is a party and (z) the entry of a Final Order dissolving the
Employee Committee.
14. EXAMINERS - TERMS AND FEES
Except as provided below, on the tenth (10th) day following
the Confirmation Date, each of the ENE Examiner, the ENA Examiner and the
professionals retained by each of the ENE Examiner and the ENA Examiner shall be
released and discharged from their respective obligations outstanding pursuant
to the Investigative Orders of the Bankruptcy Court; provided, however, that,
notwithstanding the foregoing, during the period from the Confirmation Date up
to and including (a) the earlier to occur of (1) the Confirmation Order becoming
a Final Order and (2) the Effective Date, and (b) the appointment of the board
of directors as described in the last sentence of Section 40.1 of the Plan, the
ENA Examiner shall continue its other duties and obligations pursuant to orders
of the Bankruptcy Court. On or prior to the thirtieth (30th) day following the
Confirmation Date, and except as (y) otherwise available on a centralized, coded
filing system available to the Debtors and the Creditors' Committee or (z) as
prohibited by any existing confidentiality order entered by the Bankruptcy Court
or other confidentiality agreement executed by the ENE Examiner or the ENA
Examiner, as the case may be, each of the ENE Examiner and the ENA Examiner
shall deliver to the Reorganized Debtors and the Creditors' Committee (i) one
copy of each report filed by such Person in the Chapter 11 Cases, (ii) all
material cited in the footnotes of any such report, (iii) any other materials,
including, without limitation, transcripts, interview memoranda, witness folders
and transactional documents and summaries thereof, produced, developed or
compiled by the ENE Examiner or the ENA Examiner, in each case in connection
with the Investigative Orders and (iv) a schedule of all materials which such
Entity is, or claims to be, precluded from delivering to the Debtors or the
Creditors' Committee, in each case in connection with the Investigative Orders.
15. FEE COMMITTEE - TERM AND FEES
From and after the Confirmation Date, the members of the Fee
Committee and the Fee Committee's employees and representatives shall continue
to serve and be authorized to perform the following functions:
a. to review, analyze and prepare advisory reports with
respect to applications for the payment of fees and the reimbursement of
expenses of professionals retained in the Chapter 11 Cases pursuant to an order
of the Bankruptcy Court during the period up to and including the Confirmation
Date, including, without limitation, final fee applications in accordance with
sections 328, 330, 331 and 503 of the Bankruptcy Code; and
b. if necessary, appear before the Bankruptcy Court with
respect to any such application.
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From and after the Confirmation Date, the Reorganized Debtors
shall pay the reasonable fees and expenses of the members of the Fee Committee
and the Fee Committee's employees and representatives to satisfy the obligations
and duties set forth in Section 30.4 of the Plan. Notwithstanding the foregoing,
the Fee Committee shall be dissolved and the members thereof and the employees
and professionals retained by the Fee Committee shall be released and discharged
from their respective obligations upon the earlier to occur of (i) the one (1)
year anniversary of the Confirmation Date and (ii) satisfaction of the
obligations and duties set forth in Section 33.4 of the Plan.
16. MEDIATOR - TERM AND FEES
From and after the Confirmation Date and until such time as
the Mediator terminates all efforts with respect thereto, the Reorganized
Debtors shall continue to participate in the mediation required by the Mediation
Orders. In accordance with the Mediation Orders, the Reorganized Debtors shall
be responsible for their one-third (1/3) share of the Mediator's expenses and
such expenses shall be treated as Administrative Expense Claims in accordance
with the provisions of the Plan and the Confirmation Order.
17. EMPLOYEE COUNSEL
From and after the Confirmation Date and until such time as
the board of directors of Reorganized ENE determines otherwise, all counsel
retained and authorized to provide services to then-current employees of the
Debtors pursuant to the Employee Counsel Orders shall continue to provide
services to such employees in accordance with the provisions contained therein;
provided, however, that, nothing contained in Section 33.6 of the Plan shall
inhibit, prejudice or otherwise affect the rights of the Creditors' Committee
with respect to its appeals of the Employee Counsel Orders in connection with
fees and expenses incurred prior to the Confirmation Date.
VII. ESTATE MANAGEMENT AND LIQUIDATION
CAPITALIZED TERMS USED THROUGHOUT THIS DISCLOSURE STATEMENT ARE DEFINED IN
APPENDIX A: "MATERIAL DEFINED TERMS FOR ENRON DISCLOSURE STATEMENT" ATTACHED
HERETO.
A. POST-EFFECTIVE DATE
1. ROLE OF THE REORGANIZED DEBTOR PLAN ADMINISTRATOR
On the Effective Date, compliance with the provisions of the
Plan will become the general responsibility of the Reorganized Debtor Plan
Administrator, an employee of the Reorganized Debtors (subject to the
supervision of the Board of Directors of the Reorganized Debtors), pursuant to
and in accordance with the provisions of the Plan and the Reorganized Debtor
Plan Administration Agreement. The responsibilities of the Reorganized Debtor
Plan Administrator shall include (a) facilitating the Reorganized Debtors'
prosecution or settlement of objections to and estimations of Claims, (b)
prosecuting or settling claims and causes of action held by the Debtors and
Debtors in Possession, (c) assisting the Litigation Trustee and the Special
Litigation Trustee in performing their respective duties, (d) calculating and
assisting the Disbursing Agent in implementing all distributions in accordance
with the Plan, (e) filing all
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required tax returns and paying taxes and all other obligations on behalf of the
Reorganized Debtors from funds held by the Reorganized Debtors, (f) reporting
periodically to the Bankruptcy Court regarding the status of the Claims
resolution process, distributions on Allowed Claims and prosecution of causes of
action, (g) liquidating the Remaining Assets and providing for the distribution
of the net proceeds thereof in accordance with the provisions of the Plan, and
(h) such other responsibilities as may be vested in the Reorganized Debtor Plan
Administrator pursuant to the Plan, the Reorganized Debtor Plan Administration
Agreement or Bankruptcy Court order as may be necessary and proper to carry out
the provisions of the Plan.
Additionally, the Reorganized Debtor Plan Administrator's
powers will, without any further Bankruptcy Court approval in each of the
following cases, include (a) the power to invest funds in, and withdraw, make
distributions and pay taxes and other obligations owed by the Reorganized
Debtors from funds held by the Reorganized Debtor Plan Administrator and/or the
Reorganized Debtors in accordance with the Plan, (b) the power to compromise and
settle Claims and causes of action on behalf of or against the Reorganized
Debtors other than Litigation Trust Claims, Special Litigation Trust Claims and
claims and causes of action that are the subject of the Severance Settlement
Fund Litigation, and (c) such other powers as may be vested in or assumed by the
Reorganized Debtor Plan Administrator pursuant to the Plan, the Reorganized
Debtor Plan Administration Agreement or as may be deemed necessary and proper to
carry out the provisions of the Plan. Refer to Exhibit 1: "Chapter 11 Plan" for
additional information.
2. ROLE OF THE REORGANIZED DEBTORS
Pursuant to the Plan, as of the Effective Date, the
Reorganized Debtors will assist the Reorganized Debtor Plan Administrator in
performing the following activities: (a) holding the Operating Entities for the
benefit of Creditors and providing certain transition services to such entities,
(b) liquidating the Remaining Assets, (c) making distributions to Creditors
pursuant to the terms of the Plan, (d) prosecuting Claim objections and
litigation, (e) winding up the Debtors' business affairs, and (f) otherwise
implementing and effectuating the terms and provisions of the Plan.
3. ESTABLISHMENT AND MAINTENANCE OF DISBURSEMENT ACCOUNT
On or prior to the Effective Date, the Debtors shall establish
one or more segregated bank accounts in the name of the Reorganized Debtors as
Disbursing Agent under the Plan, which accounts shall be trust accounts for the
benefit of Creditors and holders of Administrative Expense Claims pursuant to
the Plan and utilized solely for the investment and distribution of Cash
consistent with the terms and conditions of the Plan. On or prior to the
Effective Date, and periodically thereafter, the Debtors shall deposit into such
Disbursement Account(s) all Cash and Cash Equivalents of the Debtors, less
amounts reasonably determined by the Debtors or the Reorganized Debtors, as the
case may be, as necessary to fund the ongoing implementation of the Plan and
operations of the Reorganized Debtors.
Disbursement Account(s) shall be maintained at one or more
domestic banks or financial institutions of the Reorganized Debtors' choice
having a shareholder's equity or equivalent capital of not less than
$100,000,000.00. The Reorganized Debtors shall invest Cash
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in Disbursement Account(s) in Cash Equivalents; provided, however, that
sufficient liquidity shall be maintained in such account or accounts to (a) make
promptly when due all payments upon Disputed Claims if, as and when they become
Allowed Claims and (b) make promptly when due the other payments provided for in
the Plan.
4. RIGHTS AND POWERS OF THE DISBURSING AGENT
Except to the extent that the responsibility for the same is
vested in the Reorganized Debtor Plan Administrator pursuant to the Reorganized
Debtor Plan Administration Agreement, the Disbursing Agent shall be empowered to
(a) take all steps and execute all instruments and documents necessary to
effectuate the Plan, (b) make distributions contemplated by the Plan, (c) comply
with the Plan and the obligations thereunder, (d) file all tax returns and pay
taxes in connection with the reserves created pursuant to Article XVIII of the
Plan, and (e) exercise such other powers as may be vested in the Disbursing
Agent pursuant to order of the Bankruptcy Court, pursuant to the Plan, or as
deemed by the Disbursing Agent to be necessary and proper to implement the
provisions of the Plan.
Except as otherwise ordered by the Bankruptcy Court, the
amount of any reasonable fees and expenses incurred by the Disbursing Agent from
and after the Effective Date and any reasonable compensation and expense
reimbursement claims, including, without limitation, reasonable fees and
expenses of counsel, made by the Disbursing Agent, shall be paid in Cash by the
Reorganized Debtors without further order of the Bankruptcy Court within fifteen
(15) days of submission of an invoice by the Disbursing Agent. In the event that
the Reorganized Debtors object to the payment of such invoice for post-Effective
Date fees and expenses, in whole or in part, and the parties cannot resolve such
objection after good faith negotiation, the Bankruptcy Court shall retain
jurisdiction to make a determination as to the extent to which the invoice shall
be paid by the Reorganized Debtors.
From and after the Effective Date, the Disbursing Agent shall
be exculpated by all Persons and Entities, including, without limitation,
holders of Claims and Equity Interests and other parties in interest, from any
and all claims, causes of action and other assertions of liability arising out
of the discharge of the powers and duties conferred upon such Disbursing Agent
by the Plan or any order of the Bankruptcy Court entered pursuant to or in
furtherance of the Plan, or applicable law, except for actions or omissions to
act arising out of the gross negligence or willful misconduct of such Disbursing
Agent. No holder of a Claim or an Equity Interest or other party in interest
shall have or pursue any claim or cause of action against the Disbursing Agent
for making payments in accordance with the Plan or for implementing the
provisions of the Plan.
B. OPERATING ENTITIES AND TRUSTS
1. OPERATING ENTITIES
a. PGE
Refer to Section VIII., "Portland General Electric Company"
for further information relating to PGE.
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(i) ASSETS. Unless PGE is sold to a third party,
the Reorganized Debtors will hold common stock in PGE until (i) such shares of
common stock are cancelled and newly issued shares of PGE Common Stock are
issued and distributed to the Creditors or an Operating Trust, or (ii) such
shares are assigned to a holding company and the holding company's shares are
issued and distributed to the Creditors, each in accordance with the Plan.
(ii) AUXILIARY AGREEMENTS. PGE has entered into a
master services agreement with affiliates, including ENE. The PGE MSA allows PGE
to provide affiliates with the following general types of services: printing and
copying, mail services, purchasing, computer hardware and software support,
human resources support, library services, tax and legal services, accounting
services, business analyses, purchasing, product development, finance and
treasury support, and construction and engineering services. The PGE MSA also
allows ENE to provide PGE with the following services: executive oversight,
general governance, financial services, human resource support, legal services,
governmental affairs service, and public relations and marketing services. PGE
services are priced at the higher of fully allocated cost or market (unless
specified otherwise) while affiliate services are priced at the lower of cost or
market (unless specified otherwise). ENE provides certain employee health and
welfare benefits and insurance services to PGE under the PGE MSA that are
directly allocated or billed to PGE based upon PGE's usage or the cost for those
services. In addition, ENE provides administrative services to PGE under the PGE
MSA for a fee equal to the total cost of these services multiplied by an
allocation factor based on the Modified Massachusetts Formula (a formula that
takes a number of factors into account such as income, assets, and employees).
Moreover, PGE provides certain administrative services to ENE and services to
certain ENE affiliates under the PGE MSA. The provision of these services is
anticipated to continue until such services are replaced, which ENE expects will
occur by the end of 2004. ENE, ENE affiliates, and PGE may enter into other
arrangements that may extend beyond 2004, subject to Bankruptcy Court approval
if such agreements are reached before the Effective Date of the Plan.
(iii) TAX SHARING AGREEMENT. PGE has entered into
a tax-sharing arrangement with ENE pursuant to which PGE will be responsible for
the amount of income tax that PGE would have paid on a "stand alone" basis, and
ENE will be obligated to make payments to PGE as compensation for the use of
PGE's losses and/or credits to the extent that such losses and/or credits have
reduced the consolidated income tax liability. ENE will be responsible for,
among other things, the preparation and filing of all required consolidated
returns on behalf of PGE and its subsidiaries, making elections and adopting
accounting methods, filing claims for refunds or credits and managing audits and
other administrative proceedings conducted by the taxing authorities. After the
Effective Date, ENE and PGE may continue to be parties to this tax sharing
agreement, or a new agreement on similar terms, until ENE and PGE no longer file
consolidated tax returns. It is intended that ENE and PGE will file consolidated
tax returns until ENE no longer owns 80% of the capital stock of PGE, which may
occur by a sale of PGE stock to a third party or the cancellation of PGE stock
held by ENE to issue new stock to the Creditors.
b. CROSSCOUNTRY
Refer to Section IX., "CrossCountry Energy Corp." for further
information relating to CrossCountry.
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(i) ASSETS. Unless CrossCountry is sold to a
third party, the Reorganized Debtors will hold common stock in CrossCountry
until (i) such shares are cancelled and shares of CrossCountry Common Stock are
issued to the Creditors or an Operating Trust, or (ii) such shares are assigned
to a holding company and the holding company's shares are issued to the
Creditors, each in accordance with the Plan. If the Debtors and the Creditors'
Committee, in their joint and absolute discretion, determine to issue preferred
stock of CrossCountry (or one of the alternative entities formed pursuant to
Section 37.3 of the Plan) and such preferred stock is issued subsequent to the
Confirmation Date and prior to the issuance of the CrossCountry Common Stock
pursuant to the Plan, such preferred stock will not be cancelled. Refer to
Section IX.F.1.c., "Implementation of CrossCountry Contribution and Separation
Agreement".
(ii) AUXILIARY AGREEMENTS. The Reorganized
Debtors anticipate providing transition services, including administrative
operation management, through approximately December 31, 2004. Refer to Section
IX.F.1., "Formation of CrossCountry" for further information.
(iii) TAX SHARING AGREEMENT. In conjunction with
the formation and implementation of CrossCountry, CrossCountry, Northern Plains,
Pan Border, NBP Services, Transwestern Holding, Transwestern and CrossCountry
Citrus Corp. will enter into a Tax Sharing Agreement with ENE. The Tax Sharing
Agreement will set forth the respective rights and responsibilities of the
parties to the agreement with respect to taxes. For additional information,
refer to Section IX.F.1.b(iii)., "Tax Sharing Agreement".
c. PRISMA
Refer to Section X., "Prisma Energy International Inc." for
further information relating to Prisma.
(i) ASSETS. Unless Prisma is sold to a third
party, the Reorganized Debtors will hold common stock in Prisma until such
shares are cancelled and newly issued shares of Prisma Common Stock are
distributed to the Creditors or an Operating Trust in accordance with the Plan.
(ii) AUXILIARY AGREEMENTS. The Reorganized
Debtors anticipate providing and receiving transition services to and from
Prisma (including administrative and other support services, through a date to
be determined) and may enter into other arrangements. The current transition
services agreement is scheduled to expire upon the earlier of December 31, 2005
or, for each asset which transition services are provided, shortly after
transfer of the asset to Prisma, a Prisma subsidiary, or a third party. Refer to
Section X.A.3.b., "Formation of Prisma and Contribution of Prisma Assets" for
further information.
(iii) TAX SHARING AGREEMENT. The Reorganized
Debtors anticipate entering into a Tax Sharing Agreement with Prisma and its
subsidiaries.
2. OPERATING TRUSTS
Notwithstanding the foregoing, upon joint determination of the
Debtors and the Creditors' Committee, the shares of PGE Common Stock,
CrossCountry Common Stock, and
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Prisma Common Stock will be transferred to the holders of certain Allowed
Claims, which will be held by the Debtors acting on their behalf. Immediately
thereafter, on behalf of the holders of such Allowed Claims, the Debtors shall
transfer such shares, subject to the Operating Trust Agreements, to the
Operating Trusts for the benefit of the holders of such Allowed Claims in
accordance with the Plan. Refer to Exhibit 1: "Chapter 11 Plan" for further
information.
a. ESTABLISHMENT OF THE TRUSTS. On or after the
Confirmation Date, but prior to the Effective Date, and upon the joint
determination of the Debtors and the Creditors' Committee, the Debtors, on their
own behalf and on behalf of holders of Allowed Claims in Classes 3 through 180,
183 through 189, and 376 through 382, shall execute the respective Operating
Trust Agreements and shall take all other steps necessary to establish the
respective Operating Trusts. On such date, or as soon as practicable thereafter,
including, without limitation, subject to appropriate or required governmental,
agency or other consents, and in accordance with and pursuant to the terms of
Section 24.4 of the Plan, the Debtors shall transfer to the respective Operating
Trusts all of their right, title, and interest in the assets subject to the
Operating Trust Agreements.
b. PURPOSE OF THE OPERATING TRUSTS. The Operating Trusts
shall be established for the sole purpose of holding and liquidating the
respective assets in the PGE Trust, the CrossCountry Trust, and the Prisma Trust
in accordance with Treasury Regulation Section 301.7701-4(d) and the terms and
provisions of the Operating Trust Agreements. Without limiting the foregoing,
the Operating Trust Agreements shall each provide that the applicable Operating
Trust shall not distribute any of the PGE Common Stock, CrossCountry Common
Stock, or Prisma Common Stock, as the case may be, prior to the date referred to
in Sections 32.c.1.(c) (i), (ii) and (iii) of the Plan.
c. FUNDING EXPENSES OF THE OPERATING TRUSTS. In
accordance with the respective Operating Trust Agreements and any agreements
entered into in connection therewith, on the Effective Date, the Debtors shall
have no obligation to provide any funding with respect to any of the Operating
Trusts.
d. TRANSFER OF ASSETS
(i) THE TRANSFER OF ASSETS TO THE OPERATING
TRUSTS SHALL BE MADE, AS PROVIDED IN THE PLAN, FOR THE BENEFIT OF THE HOLDERS OF
ALLOWED CLAIMS IN CLASSES 3 THROUGH 180, 183 THROUGH 189, AND 376 THROUGH 382,
ONLY TO THE EXTENT SUCH HOLDERS IN SUCH CLASSES ARE ENTITLED TO DISTRIBUTIONS
UNDER THE PLAN. In partial satisfaction of Allowed Claims in Classes 3 through
180, 183 through 189, and 376 through 382, the assets subject to the respective
Operating Trusts shall be transferred to such holders of Allowed Claims, to be
held by the Debtors on their behalf. Immediately thereafter, on behalf of the
holders of Allowed Claims in Classes 3 through 180, 183 through 189, and 376
through 382, the Debtors shall transfer such assets to the Operating Trusts for
the benefit of holders of Allowed Claims in Classes 3 through 180, 183 through
189, and 376 through 382, in accordance with the Plan.
(ii) FOR ALL FEDERAL INCOME TAX PURPOSES, ALL
PARTIES (INCLUDING, WITHOUT LIMITATION, THE DEBTORS, THE OPERATING TRUSTEE AND
THE BENEFICIARIES OF THE OPERATING TRUSTS) SHALL TREAT THE TRANSFER OF ASSETS TO
THE RESPECTIVE OPERATING TRUSTS IN
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ACCORDANCE WITH THE TERMS OF THE PLAN, AS A TRANSFER TO THE HOLDERS OF ALLOWED
CLAIMS IN CLASSES 3 THROUGH 180, 183 THROUGH 189, AND 376 THROUGH 382, FOLLOWED
BY A TRANSFER BY SUCH HOLDERS TO THE RESPECTIVE OPERATING TRUSTS AND THE
BENEFICIARIES OF THE OPERATING TRUSTS SHALL BE TREATED AS THE GRANTORS AND
OWNERS THEREOF.
e. VALUATION OF ASSETS. As soon as possible after the
Effective Date, but in no event later than thirty (30) days thereafter, the
respective Operating Trust Boards shall inform, in writing, the Operating
Trustee of the value of the assets transferred to the respective Operating
Trusts, based on the good faith determination of the respective Operating Trust
Boards, and the Operating Trustee shall apprise, in writing, the beneficiaries
of the respective Operating Trusts of such valuation. The valuation shall be
used consistently by all parties (including the Debtors, the Reorganized
Debtors, the Operating Trustee, and the beneficiaries of the Operating Trusts)
for all federal income tax purposes.
f. INVESTMENT POWERS. The right and power of the
Operating Trustee to invest assets transferred to the Operating Trusts, the
proceeds thereof, or any income earned by the respective Operating Trusts, shall
be limited to the right and power to invest such assets (pending periodic
distributions in accordance with Section 24.7 of the Plan) in Cash Equivalents;
provided, however, that (a) the scope of any such permissible investments shall
be limited to include only those investments, or shall be expanded to include
any additional investments, as the case may be, that a liquidating trust, within
the meaning of Treasury Regulation Section 301.7701-4(d) may be permitted to
hold, pursuant to the Treasury Regulations, or any modification in the IRS
guidelines, whether set forth in IRS rulings, other IRS pronouncements or
otherwise, and (b) the Operating Trustee may expend the assets of the Operating
Trusts (i) as reasonably necessary to meet contingent liabilities and to
maintain the value of the assets of the Operating Trusts during liquidation,
(ii) to pay reasonable administrative expenses (including, but not limited to,
any taxes imposed on the Operating Trusts or fees and expenses in connection
with litigation), and (iii) to satisfy other liabilities incurred or assumed by
the Operating Trusts (or to which the assets are otherwise subject) in
accordance with the Plan or the Operating Trust Agreements; and, provided,
further, that, under no circumstances, shall the Operating Trusts segregate the
assets of the Operating Trusts on the basis of classification of the holders of
respective Operating Trust Interests, other than with respect to distributions
to be made on account of Disputed Claims and Disputed Equity Interests in
accordance with the provisions of the Plan.
g. ANNUAL DISTRIBUTION; WITHHOLDING. The Operating
Trustee shall distribute at least annually to the holders of respective
Operating Trust Interests all net cash income plus all net cash proceeds from
the liquidation of assets (including as Cash for this purpose, all Cash
Equivalents); provided, however, that the Operating Trusts may retain such
amounts (i) as are reasonably necessary to meet contingent liabilities and to
maintain the value of the assets of the Operating Trusts during liquidation,
(ii) to pay reasonable administrative expenses (including any taxes imposed on
the Operating Trusts or in respect of the assets of the Operating Trust), and
(iii) to satisfy other liabilities incurred or assumed by the Operating Trusts
(or to which the assets are otherwise subject) in accordance with the Plan or
the Operating Trust Agreements. All such distributions shall be pro rata based
on the number of Operating Trust Interests held by a holder compared with the
aggregate number of Operating Trust Interests outstanding, subject to the terms
of the Plan and the respective Operating Trust Agreements.
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The Operating Trustee may withhold from amounts distributable to any Person any
and all amounts, determined in the Operating Trustee's reasonable sole
discretion, to be required by any law, regulation, rule, ruling, directive, or
other governmental requirement.
h. REPORTING DUTIES
(i) FEDERAL INCOME TAX. Subject to definitive
guidance from the IRS or a court of competent jurisdiction to the contrary
(including the receipt by the Operating Trustee of a private letter ruling if
the Operating Trustee so requests one, or the receipt of an adverse
determination by the IRS upon audit if not contested by the Operating Trustee),
the Operating Trustee shall file returns for the Operating Trusts as a grantor
trust pursuant to Treasury Regulation Section 1.671-4(a). The Operating Trustee
shall also annually send to each holder of a Operating Trust Interest a separate
statement setting forth the holder's share of items of income, gain, loss,
deduction, or credit and shall instruct all such holders to report such items on
their federal income tax returns.
(ii) ALLOCATIONS OF OPERATING TRUSTS TAXABLE
INCOME. Allocations of Operating Trust taxable income shall be determined by
reference to the manner in which an amount of cash equal to such taxable income
would be distributed (without regard to any restrictions on distributions
described in the Plan) if, immediately prior to such deemed distribution, the
Operating Trust had distributed all of its other assets (valued for this purpose
at their tax book value) to the holders of the Operating Trust Interests
(treating any holder of a Disputed Claim, for this purpose, as a current holder
of a Operating Trust Interest entitled to distributions), taking into account
all prior and concurrent distributions from the Operating Trusts (including all
distributions held in escrow pending the resolution of Disputed Claims).
Similarly, taxable loss of the Operating Trusts shall be allocated by reference
to the manner in which an economic loss would be borne immediately after a
liquidating distribution of the remaining assets of an Operating Trust. The tax
book value of the assets of an Operating Trust for this purpose shall equal
their fair market value on the date such Operating Trusts were created or, if
later, the date such assets were acquired by the Operating Trust, adjusted in
either case in accordance with tax accounting principles prescribed by the IRC,
the regulations, and other applicable administrative and judicial authorities
and pronouncements.
(iii) OTHER. The Operating Trustee shall file (or
cause to be filed) any other statements, returns or disclosures relating to the
Operating Trusts that are required by any governmental unit.
i. TRUST IMPLEMENTATION. On or after the Confirmation
Date, but prior to the Effective Date, the Operating Trusts shall be established
and become effective for the benefit of Allowed Claims in Classes 3 through 180,
183 through 189, and 376 through 382. The Operating Trust Agreements shall be
filed in the Plan Supplement and shall contain provisions customary to trust
agreements utilized in comparable circumstances, including, but not limited to,
any and all provisions necessary to ensure the continued treatment of the
Operating Trusts as grantor trusts for federal income tax purposes. All parties
(including the Debtors, the Operating Trustee and holders of Allowed Claims in
Classes 3 through 180, 183 through 189, and 376 through 382) shall execute any
documents or other instruments as necessary to cause title to the applicable
assets to be transferred to the Operating Trusts.
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j. REGISTRY OF BENEFICIAL INTERESTS. The Operating
Trustee shall maintain a registry of the holders of Operating Trust Interests.
k. TERMINATION. The Operating Trusts shall terminate no
later than the third (3rd) anniversary of the Confirmation Date; provided,
however, that, on or prior to the date three (3) months prior to such
termination, the Bankruptcy Court, upon motion by a party in interest, may
extend the term of the Operating Trusts if it is necessary to the liquidation of
the assets of Operating Trusts. Notwithstanding the foregoing, multiple
extensions can be obtained so long as Bankruptcy Court approval is obtained at
least three (3) months prior to the expiration of each extended term; provided,
however, that the aggregate of all such extensions shall not exceed three (3)
years from and after the third (3rd) anniversary of the Confirmation Date.
l. NON-TRANSFERABILITY OR CERTIFICATION. Upon the
creation of each Operating Trust, the beneficial interests in such Operating
Trust shall be allocated on the books and records of such Operating Trust to the
appropriate holders thereof, but such interests shall not be certificated and
shall not be transferable by the holder thereof except through the laws of
descent or distribution.
C. REMAINING ASSETS
1. CATEGORIES OF REMAINING ASSETS
It is anticipated that the Reorganized Debtors will retain all
assets that will not be transferred to the Litigation Trust, Special Litigation
Trust, Severance Settlement Fund Trust, Operating Trusts, or Operating Entities.
These Remaining Assets may include, but are not limited to, Cash, claims and
causes of action against third parties on behalf of the Debtors' estates
(including, but not limited to, avoidance actions), proceeds of liquidated
assets, the Debtors' stock in the Enron Companies, trading contracts, equity
investments, inventory, real property, and other miscellaneous assets.
The Reorganized Debtor Plan Administrator, with assistance
from the Reorganized Debtors, will collect and liquidate the Remaining Assets
and distribute the proceeds to Creditors pursuant to the terms of the Plan. The
board of directors of the Reorganized Debtors will supervise this process. Poor
market conditions, litigation, and complex ownership structures may result in
the retention of certain assets for an extended period of time. As a result, the
Reorganized Debtors and the Reorganized Debtor Plan Administrator will continue
to manage and operate these assets until a favorable sale or resolution of each
of the Remaining Assets is finalized. Refer Section XIV., "Risk Factors and
Other Factors to be Considered" for a discussion of the risks related to the
Reorganized Debtors.
The following provides a brief description of the Remaining
Assets:
a. CREDITOR CASH. The Enron Companies have received a
significant amount of Cash as a result of asset sales and the liquidation of the
wholesale and retail trading books during the Chapter 11 Cases. The postpetition
Cash collected to date plus the Cash collected by the Reorganized Debtors as
part of their future liquidation efforts will be distributed by the Reorganized
Debtor Plan Administrator in accordance with the Plan after the satisfaction of
certain obligations, including Administrative Expense Claims,
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Priority Non-Tax Claims, Priority Tax Claims, Convenience Claims, Secured
Claims, funds necessary to operate the Litigation Trust and Special Litigation
Trust, funds necessary to make pro rata distributions to holders of Disputed
Claims as if such Disputed Claims were, at such time, Allowed Claims, and funds
necessary for the ongoing operations of the Reorganized Debtors from the
Effective Date until such later date as reasonably determined by the Reorganized
Debtor Plan Administrator.
b. TRADING CONTRACTS
(i) WHOLESALE TRADING. As described in Section
IV.B.1., "Resolution of the Wholesale Trading Book", the Wholesale Services
Debtors and certain of their non-Debtor Wholesale Services affiliates have
undertaken efforts to perform, sell, or settle a significant number of
non-terminated and terminated positions arising out of Wholesale Contracts.
As of October 31, 2003, the Wholesale Services Debtors and
certain of their non-Debtor Wholesale Services affiliates had Wholesale
Contracts with approximately 1,285 counterparty groups totaling approximately
$933 million of expected recoverable value. Substantially all of the collections
and cash settlements of Wholesale Contracts are expected to be resolved prior to
the Effective Date. Those Wholesale Contracts that cannot be settled are either
currently in or may require litigation in order to collect outstanding balances.
Any recovery from such litigation involving a Debtor will be included in the
Remaining Assets available for subsequent distribution.
(ii) RETAIL TRADING. As described in Section
IV.B.2., "Retail Contract Settlements" the Retail Services Debtors and their
non-Debtor Retail Services affiliates have undertaken efforts to perform, sell,
settle, or reject a significant number of non-terminated and terminated
positions arising out of Retail Contracts.
As of October 31, 2003, the Retail Services Debtors and
certain of their non-Debtor Retail Services affiliates had Retail Contracts with
approximately 9,800 counterparty groups totaling approximately $102.1 million of
expected recoverable value.
The Debtors are attempting to settle each of the Retail
Contracts on a case-by-case basis, with the largest accounts taking priority. If
the Debtors are unable to collect, or reach a settlement on, these contracts,
the Debtors or Reorganized Debtor Plan Administrator may initiate litigation in
order to collect outstanding balances.
c. OTHER RECOVERIES
(i) RECOVERIES IN PG&E BANKRUPTCY. A significant
portion of the balances owed in retail trading involves claims that ENE has in
PG&E's bankruptcy. There is uncertainty around the collection of these claims;
however, ENE has undertaken settlement negotiations with PG&E.
(ii) RECOVERIES FROM EUROPEAN ESTATES. A
significant amount of money is due from the sale of assets of ENE's direct and
indirect European subsidiaries under UK administration. The administrator in the
UK process is responsible for selling assets and, under a Scheme of Arrangement,
will make distributions to creditors and, when applicable, equity security
holders. There is uncertainty regarding the amount, timing and frequency of any
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distributions to be made to the Debtors or the Reorganized Debtors. Refer to
Section V., "Certain International Subsidiaries and Related International
Proceedings" for further information.
d. REMAINING ASSETS CURRENTLY AVAILABLE FOR SALE. As of
September 30, 2003, the Debtors and certain of their non-Debtor affiliates had
identified approximately 210 assets available for sale with an expected recovery
to the Debtors' estates totaling approximately $1.1 billion. These assets
include direct or indirect ownership and/or operation of businesses and
investments related to a variety of industries, including paper production, oil
and gas exploration and production, power generation, intrastate natural gas
pipeline operations, natural gas pipeline compression services and energy and
telecommunications-related technology businesses. The balance of the assets is
made up of miscellaneous assets, including: contingent receivables, inventory,
real property, insurance and emissions credits.
The Reorganized Debtor Plan Administrator, with supervision
from the board of directors of the Reorganized Debtors, will continue to monitor
market conditions and identify when there is sufficient interest in a particular
asset to pursue a sale. Priority will be given to the assets with the greatest
potential recoverable value; however, many of these sales efforts may be delayed
due to regulatory issues, ownership through SPEs, or litigation.
The assets with more significant expected recoveries to the
Debtors' estates are listed below:
(i) CPS AND ST. AURELIE TIMBERLANDS CO. LTD.
100% interest in a 500,000 tonne/year newsprint, directory paper and paperboard
mill in Quebec City, Quebec, Canada along with a sawmill and timberlands in
Quebec and timberlands in Maine. The Debtors have executed an asset purchase
agreement with a potential purchaser and anticipate that CPS and St. Aurelie
Timberlands will be sold pursuant to an auction process that is currently
underway. Bids for the assets are due in early November 2003. Refer to Section
I.B.2.d., "Asset Ownership Disputes Between ENE and ENA" for information
relating to ownership disputes involving CPS and Section IV.C.1.f(iii)(A).,
"Mizuho Corporate Bank, Ltd., as successor to the Industrial Bank of Japan,
Limited and Banco Bilbao Vizcaya Argentaria S.A. v. Enron Corp. Hansen
Investments Co. and Compagnie Papiers Stadacona" for more information relating
to settlement of the Mizuho litigation related to CPS.(38)
(ii) SITHE SUB DEBT. SIPP, a non-Debtor
affiliate, owns a 1,042-MW power plant in western New York. SIPP's primary
revenue contracts are a power purchase contract with ConEd (approximately 61% of
revenues) and a tolling agreement with Dynegy (approximately 33% of revenues).
As a result of a series of transactions that closed June 30, 2001, ENA owns two
investments in SIPP. The two investments are (1) 40% of SIPP's partnership
interest and (2) approximately $419 million in subordinated debt that matures in
- -------------------
(38) The Debtors have executed an asset purchase agreement relating to CPS. The
CPS sale has not yet been approved by the Bankruptcy Court and is subject to an
auction process. There can be no guarantee as to the outcome of this process,
nor can the Debtors guarantee that the Bankruptcy Court will approve the
proposed sale.
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2034, and requires semi-annual interest payments of 7% to ENA (the payments
are interest only through 2015).(39)
(iii) BRIDGELINE. Bridgeline Holdings is a limited
partnership that was formed by ENA and TEPI to aggregate approximately 1,000
miles of mainline intrastate natural gas pipeline and 13 bcf of working gas
storage capacity in Louisiana. Certain Enron Affiliates collectively own a 40%
LP interest in Bridgeline Holdings. The general partner of Bridgeline Holdings
is Bridgeline LLC, which is equally controlled by ENA and TEPI subsidiaries.
Refer to Section I.B.2.d., "Asset Ownership Disputes Between ENE and ENA" for
further information relating to ownership disputes involving Bridgeline
Holdings.
(iv) FINANCIAL SWAP. A JEDI II wholly owned
subsidiary sold the majority of its remaining equity interest in a venture in
early 2001. Pursuant to the sale, the JEDI II subsidiary receives scheduled
quarterly payments commencing May 15, 2001 and ending February 15, 2008. The
payments are guaranteed by a non-investment grade affiliate of the payor. It is
anticipated that JEDI II will either (1) retain the quarterly payments through
February 2008, (2) monetize the quarterly payments or (3) exchange the quarterly
payments with the payment's guarantor for a readily marketable security
(v) ENRON COMPRESSION SERVICES. Enron
Compression Services promotes the utilization of electric motor drive systems in
association with natural gas compression applications. It manages and operates
five compressor stations for Transwestern, Florida Gas, and NNG.
(vi) SERVICECO. ServiceCo provides HVAC (heating,
ventilation, and air conditioning) services and full building facility services
to commercial customers nationwide. ENE has a 65.8% equity interest in
ServiceCo. Refer to Section IV.B.4.e., "Redemption of ServiceCo Shares".
(vii) MARINER. Mariner is a privately held
exploration and production company that focuses its exploration in the deepwater
and shelf areas of the Gulf of Mexico. Excluding Falcon Corridor reserves that
were sold in March 2003, Mariner had total proved reserves of 167.5 bcf
equivalents as of December 31, 2002, of which 60% was natural gas and 40% was
oil and condensate. ENE indirectly owns a 95.7% (89.9% fully diluted) equity
interest in Mariner. Mariner Energy LLC, the parent entity of Mariner, has a
$164.4 million term loan (as of December 31, 2002) that bears interest at 15%.
Such debt will materially reduce net recoverable value of Mariner equity to the
ENE estate.
2. THE REMAINING ASSET TRUSTS
Notwithstanding the foregoing, upon joint determination of the
Debtors and the Creditors' Committee, the Debtors' interests in the Remaining
Assets will be transferred to the holders of certain Allowed Claims, which will
be held by the Debtors acting on their behalf.
- -------------
(39) The Debtors have executed an asset purchase agreement relating to Sithe.
The Sithe sale has not yet been approved by the Bankruptcy Court and is subject
to an auction process. There can be no guarantee as to the outcome of this
process, nor can the Debtors guarantee that the Bankruptcy Court will approve
the proposed sale.
369
Immediately thereafter, on behalf of the holders of such Allowed Claims, the
Debtors shall transfer such assets, subject to the Remaining Asset Trust
Agreements, to the Remaining Asset Trusts for the benefit of the holders of such
Allowed Claims in accordance with the Plan. Refer to Appendix L: "Liquidation
Analysis" for further information.
a. ESTABLISHMENT OF THE TRUSTS. On or after the
Confirmation Date, but prior to the Effective Date, and upon the joint
determination of the Debtors and the Creditors' Committee, the Debtors, on their
own behalf and on behalf of holders of Allowed Claims in Classes 3 through 180,
183 through 189, and 376 through 382, shall execute the respective Remaining
Asset Trust Agreements and shall take all other steps necessary to establish the
respective Remaining Asset Trusts. On such date, or as soon as practicable
thereafter, including, without limitation, subject to appropriate or required
governmental agency or other consents, and in accordance with and pursuant to
the terms of Section 25.4 of the Plan, the Debtors shall transfer to the
respective Remaining Asset Trusts all of their right, title, and interest in the
Remaining Assets.
b. PURPOSE OF THE REMAINING ASSET TRUSTS. The Remaining
Asset Trusts shall be established for the sole purpose of holding and
liquidating the respective assets in the Remaining Asset Trusts in accordance
with Treasury Regulation Section 301.7701-4(d) and the terms and provisions of
the Remaining Asset Trust Agreements.
c. FUNDING EXPENSES OF THE REMAINING ASSET TRUSTS. In
accordance with the respective Remaining Asset Trust Agreements and any
agreements entered into in connection therewith, on the Effective Date, the
Debtors shall have no obligation to provide any funding with respect to any of
the Remaining Asset Trusts.
d. TRANSFER OF ASSETS
(i) THE TRANSFER OF ASSETS TO THE REMAINING
ASSET TRUSTS SHALL BE MADE, AS PROVIDED IN THE PLAN, FOR THE BENEFIT OF THE
HOLDERS OF ALLOWED CLAIMS IN CLASSES 3 THROUGH 180, 183 THROUGH 189 AND 376
THROUGH 382, ONLY TO THE EXTENT SUCH HOLDERS IN SUCH CLASSES ARE ENTITLED TO
DISTRIBUTIONS UNDER THE PLAN. In partial satisfaction of Allowed Claims in
Classes 3 through 180, 183 through 189 and 376 through 382, the Remaining Assets
shall be transferred to such holders of Allowed Claims, to be held by the
Debtors on their behalf. Immediately thereafter, on behalf of the holders of
Allowed Claims in Classes 3 through 180, 183 through 189 and 376 through 382,
the Debtors shall transfer such assets to the Remaining Asset Trusts for the
benefit of holders of Allowed Claims in Classes 3 through 180, 183 through 189
and 376 through 382, in accordance with the Plan. Upon the transfer of the
Remaining Assets, the Debtors shall have no interest in or with respect to the
Remaining Assets or the Remaining Asset Trusts.
(ii) FOR ALL FEDERAL INCOME TAX PURPOSES, ALL
PARTIES (INCLUDING, WITHOUT LIMITATION, THE DEBTORS, THE REMAINING ASSET
TRUSTEE, AND THE BENEFICIARIES OF THE REMAINING ASSET TRUSTS) SHALL TREAT THE
TRANSFER OF ASSETS TO THE RESPECTIVE REMAINING ASSET TRUSTS IN ACCORDANCE WITH
THE TERMS OF THE PLAN, AS A TRANSFER TO THE HOLDERS OF ALLOWED CLAIMS IN CLASSES
3 THROUGH 180, 183 THROUGH 189 AND 376 THROUGH 382, FOLLOWED BY A
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TRANSFER BY SUCH HOLDERS TO THE REMAINING ASSET TRUST AND THE BENEFICIARIES OF
THE RESPECTIVE REMAINING ASSET TRUSTS SHALL BE TREATED AS THE GRANTORS AND
OWNERS THEREOF.
e. VALUATION OF ASSETS. As soon as possible after the
Effective Date, but in no event later than thirty (30) days thereafter, the
respective Remaining Asset Trust Boards shall inform, in writing, the Remaining
Asset Trustees of the value of the assets transferred to the respective
Remaining Asset Trusts, based on the good faith determination of the respective
Remaining Asset Trust Boards, and the Remaining Asset Trustees shall apprise, in
writing, the beneficiaries of the respective Remaining Asset Trusts of such
valuation. The valuation shall be used consistently by all parties (including
the Debtors, the Reorganized Debtors, the Remaining Asset Trustees, and the
beneficiaries of the Remaining Asset Trusts) for all federal income tax
purposes.
f. INVESTMENT POWERS. The right and power of the
Remaining Asset Trustee to invest assets transferred to the Remaining Asset
Trusts, the proceeds thereof, or any income earned by the respective Remaining
Asset Trusts, shall be limited to the right and power to invest such assets
(pending periodic distributions in accordance with Section 25.7 of the Plan) in
Cash Equivalents; provided, however, that (a) the scope of any such permissible
investments shall be limited to include only those investments, or shall be
expanded to include any additional investments, as the case may be, that a
liquidating trust, within the meaning of Treasury Regulation Section
301.7701-4(d) may be permitted to hold, pursuant to the Treasury Regulations, or
any modification in the IRS guidelines, whether set forth in IRS rulings, other
IRS pronouncements or otherwise, and (b) the Remaining Asset Trustee may expend
the assets of the Remaining Asset Trusts (i) as reasonably necessary to meet
contingent liabilities and to maintain the value of the assets of the Remaining
Asset Trusts during liquidation, (ii) to pay reasonable administrative expenses
(including, but not limited to, any taxes imposed on the Remaining Asset Trusts
or fees and expenses in connection with litigation), and (iii) to satisfy other
liabilities incurred or assumed by the Remaining Asset Trusts (or to which the
assets are otherwise subject) in accordance with the Plan or the Remaining Asset
Trust Agreements; and, provided, further, that, under no circumstances, shall
the Remaining Asset Trustee segregate the assets of the Remaining Asset Trust on
the basis of classification of the holders of Remaining Asset Trust Interests,
other than with respect to distributions to be made on account of Disputed
Claims and Disputed Equity Interests in accordance with the provisions of the
Plan.
g. ANNUAL DISTRIBUTION; WITHHOLDING. The Remaining Asset
Trustee shall distribute at least annually to the holders of Remaining Asset
Trust Interests all net cash income plus all net cash proceeds from the
liquidation of assets (including as Cash for this purpose, all Cash
Equivalents); provided, however, that the Remaining Asset Trusts may retain such
amounts (i) as are reasonably necessary to meet contingent liabilities and to
maintain the value of the assets of the Remaining Asset Trusts during
liquidation, (ii) to pay reasonable administrative expenses (including any taxes
imposed on the Remaining Asset Trust or in respect of the assets of the
Remaining Asset Trusts), and (iii) to satisfy other liabilities incurred or
assumed by the Remaining Asset Trusts (or to which the assets are otherwise
subject) in accordance with the Plan or the Remaining Asset Trust Agreements.
All such distributions shall be pro rata based on the number of Remaining Asset
Trust Interests held by a holder compared with the aggregate number of Remaining
Asset Trust Interests outstanding, subject to the terms of the Plan and the
Remaining Asset Trust Agreements. The Remaining Asset Trustee may withhold from
amounts
371
distributable to any Person any and all amounts, determined in the Remaining
Asset Trustee's reasonable sole discretion, to be required by any law,
regulation, rule, ruling, directive, or other governmental requirement.
h. REPORTING DUTIES
(i) FEDERAL INCOME TAX. Subject to definitive
guidance from the IRS or a court of competent jurisdiction to the contrary
(including the receipt by the Remaining Asset Trustee of a private letter ruling
if the Remaining Asset Trustee so requests one, or the receipt of an adverse
determination by the IRS upon audit if not contested by the Remaining Asset
Trustee), the Remaining Asset Trustee shall file returns for the Remaining Asset
Trusts as a grantor trust pursuant to Treasury Regulation Section 1.671-4(a).
The Remaining Asset Trustee shall also annually send to each holder of a
Remaining Asset Trust Interest a separate statement setting forth the holder's
share of items of income, gain, loss, deduction or credit and shall instruct all
such holders to report such items on their federal income tax returns.
(ii) ALLOCATIONS OF REMAINING ASSET TRUST TAXABLE
INCOME. Allocations of Remaining Asset Trust taxable income shall be determined
by reference to the manner in which an amount of cash equal to such taxable
income would be distributed (without regard to any restrictions on distributions
described in the Plan) if, immediately prior to such deemed distribution, the
Remaining Asset Trust had distributed all of its other assets (valued for this
purpose at their tax book value) to the holders of the Remaining Asset Trust
Interests (treating any holder of a Disputed Claim, for this purpose, as a
current holder of a Remaining Asset Trust Interest entitled to distributions),
taking into account all prior and concurrent distributions from the Remaining
Asset Trust (including all distributions held in escrow pending the resolution
of Disputed Claims). Similarly, taxable loss of the Remaining Asset Trusts shall
be allocated by reference to the manner in which an economic loss would be borne
immediately after a liquidating distribution of the remaining Remaining Asset
Trust Assets. The tax book value of the Remaining Asset Trust Assets for this
purpose shall equal their fair market value on the date such Remaining Assets
Trusts were created or, if later, the date such assets were acquired by the
Remaining Asset Trusts, adjusted in either case in accordance with tax
accounting principles prescribed by the IRC, the regulations and other
applicable administrative and judicial authorities and pronouncements.
(iii) OTHER. The Remaining Asset Trustee shall
file (or cause to be filed) any other statements, returns, or disclosures
relating to the Remaining Asset Trusts that are required by any governmental
unit.
i. TRUST IMPLEMENTATION. On or after the Confirmation
Date, but prior to the Effective Date, the Remaining Asset Trusts will be
established and become effective for the benefit of Allowed Claims in Classes 3
through 180, 183 through 189 and 376 through 382. The Remaining Asset Trust
Agreements shall be filed in the Plan Supplement and shall contain provisions
customary to trust agreements utilized in comparable circumstances, including,
but not limited to, any and all provisions necessary to ensure the continued
treatment of the Remaining Asset Trusts as grantor trusts for federal income tax
purposes. All parties (including the Debtors, the Remaining Asset Trustee, and
holders of Allowed Claims in Classes 3 through
372
180, 183 through 189 and 376 through 382) shall execute any documents or other
instruments as necessary to cause title to the applicable assets to be
transferred to the Remaining Asset Trusts.
j. REGISTRY OF BENEFICIAL INTERESTS. The Remaining Asset
Trustee shall maintain a registry of the holders of Remaining Asset Trust
Interests.
k. TERMINATION. The Remaining Asset Trusts shall
terminate no later than the third (3rd) anniversary of the Confirmation Date;
provided, however, that, on or prior to the date three (3) months prior to such
termination, the Bankruptcy Court, upon motion by a party in interest, may
extend the term of the Remaining Asset Trusts if it is necessary to the
liquidation of the Remaining Asset Trust Assets. Notwithstanding the foregoing,
multiple extensions can be obtained so long as Bankruptcy Court approval is
obtained at least three (3) months prior to the expiration of each extended
term; provided, however, that the aggregate of all such extensions shall not
exceed three (3) years from and after the third (3rd) anniversary of the
Confirmation Date.
l. NON-TRANSFERABILITY OR CERTIFICATION. Upon the
creation of the Remaining Asset Trusts, the Remaining Asset Trust Interests
shall be allocated on the books and records of the Remaining Asset Trusts to the
appropriate holders thereof, but the Remaining Asset Trust Interests shall not
be certificated and shall not be transferable by the holder thereof except
through the laws of descent or distribution; provided, however, that the deemed
recipient thereof may hold such Remaining Asset Trust Interests through a single
wholly owned Entity.
D. OTHER ADMINISTRATION
1. CLAIMS PROCESSING
The Reorganized Debtors will be responsible for processing all
Claims that have been filed against the Debtors. More than 24,000 claims have
been filed in the Debtors Chapter 11 Cases (32% are employee claims, 16% are
non-trading accounts payable claims, 16% are trading - related payables and
contract claims, 13% are litigation and non-trading contract claims, 10% are
common and preferred equity claims, and 13% are other claims). Refer to Section
XVII., "Claims Allowance, Objection and Estimation Procedures" for further
information regarding Claims.
2. LEGAL ENTITIES
On the Initial Petition Date, the Enron Companies totaled
approximately 2,400 legal entities. Approximately 750 entities have been sold,
merged, or dissolved and approximately 1,650 legal entities remain. Refer to
Appendix R: "Dissolved Entities Through October 31, 2003" for a list of entities
that have been or are being dissolved as of the Initial Petition Date through
October 31, 2003. As part of the efforts to wind up the Debtors' business
affairs, the Reorganized Debtors intend to dissolve, sell or otherwise dispose
of all wholly owned direct and indirect subsidiaries other than the Operating
Entities. To date, the Debtors have dissolved, under available state law
dissolution processes, non-Debtor affiliates when such dissolution (a) involved
a non-Debtor affiliate with no ongoing business and (b) resulted in a reduction
of administrative expenses. The Debtors intend to continue to use state law
dissolution processes to accomplish these dissolutions. By the end of 2004, it
is anticipated that all legal
373
entities will be reduced to those necessary for the Operating Entities and the
liquidation of the Remaining Assets. At the time that legal entities are sold or
dissolved, their associated shares will be sold, surrendered, or otherwise
disposed of. At present, the Debtors do not intend to commence bankruptcy
proceedings for the remaining legal entities, however, the Debtors reserve the
right, as necessary, to exercise their fiduciary duty to maximize the value of
their estates and thereby elect to liquidate, sell or otherwise dispose of any
legal entity remaining outside of the Operating Entities by commencing
bankruptcy proceedings in the United States or any other jurisdiction deemed
appropriate.
3. PROSECUTING CLAIM OBJECTIONS AND LITIGATION
Except with respect to the Litigation Trust Claims, the
Special Litigation Trust Claims, and the Severance Settlement Fund Litigation,
from and after the Effective Date, the Reorganized Debtors shall, as a
representative of the estates of the Debtors, litigate any claims or causes of
action that constituted or could result in recovery of Assets of the Debtors or
Debtors in Possession, including, without limitation, any avoidance or recovery
actions under sections 541, 544, 545, 547, 548, 549, 550, 551 and 553 of the
Bankruptcy Code and any other causes of action, rights to payments of claims
that may be pending on the Effective Date or instituted by the Debtors or
Debtors in Possession thereafter, to a Final Order, and the Reorganized Debtors
may compromise and settle such claims, without approval of the Bankruptcy Court.
The net proceeds of any such litigation or settlement (after satisfaction of all
costs and expenses incurred in connection therewith) shall be remitted to the
Disbursing Agent for (i) allocation to the Debtor that owned such Asset and (ii)
distribution in accordance with the Distributive Assets, ACFI Guaranty
Distributive Assets, ENA Guaranty Distributive Assets, EPC Guaranty Distributive
Assets, Enron Guaranty Distributive Assets, or Wind Guaranty Distributive
Assets, as the case may be, attributable to such Debtor; provided, however,
that, to the extent that such litigation is commenced by two or more Debtors,
the net proceeds of any such litigation or settlement (after satisfaction of all
costs and expenses incurred in connection therewith) shall be allocated equally
among each of the plaintiffs thereto.
4. COMPROMISE OF CERTAIN GUARANTY CLAIM LITIGATION
Notwithstanding the provisions of Section 28.1 of the Plan, in
the event that (a) a holder of a Guaranty Claim maintains a Claim arising from
or relating to a guaranty executed during the period from December 2, 2000 up to
and including December 2, 2001 and (b) the Debtors have commenced litigation to
avoid the incurrence of such guaranty obligation and disallow such Guaranty
Claim as a constructive fraudulent conveyance or transfer, the holder of such
Guaranty Claim may elect to compromise and settle such litigation in accordance
with the following schedule, subject to allowance of such Claim:
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Percentage Discount to
Allowed Guaranty Claim Date of Execution
- ---------------------- -----------------
60.0% 01/01/01 - 01/31/01
62.5% 02/01/01 - 02/28/01
65.0% 03/01/01 - 03/31/01
67.5% 04/01/01 - 04/30/01
70.0% 05/01/01 - 05/31/01
72.5% 06/01/01 - 06/30/01
75.0% 07/01/01 - 07/31/01
77.5% 08/01/01 - 08/31/01
80.0% 09/01/01 - 09/30/01
82.5% 10/01/01 - 10/31/01
85.0% 11/01/01 - 12/01/01
Such election must be made on the Ballot and be received by
the Debtors on or prior to the Ballot Date. Any election made after the Ballot
Date shall not be binding upon the Debtors unless the Ballot Date is expressly
waived, in writing, by the Debtors; provided, however, that, under no
circumstances, may such waiver by the Debtors occur on or after the Effective
Date.
5. EXTINGUISHMENT OF CERTAIN CLAIMS
Except with regard to the allowance of Intercompany Claims in
accordance with Sections 2.1 and 15.1 of the Plan, on the Effective Date, each
Debtor and Debtor in Possession, other than the Portland Debtors, shall waive
and forever release any right, claim or cause of action which could have been
asserted by such Debtor or Debtor in Possession against any other Debtor or
Debtor in Possession, other than the Portland Debtors, including pursuant to
principles of substantive consolidation, piercing the corporate veil, alter ego,
domination, constructive trust and similar principles of state or federal
creditors' rights laws, and such rights, claims and causes of action shall be
extinguished even if otherwise assertable by parties other than the Debtor or
Debtors in Possession had the Chapter 11 Cases not been commenced.
6. BUDGET
Post-confirmation, the Debtors and Reorganized Debtors are
expected to incur significant expenses as a result of the wind up of their
respective estates. Those expenses include operating expenses, litigation
expenses, and professional fees. The Debtors' and Reorganized Debtors' ongoing
expenses are expected to be satisfied by current cash, proceeds from asset sales
and collections, and proceeds from litigation proceedings, and should not
require the infusion of external capital. Refer to Appendix G: "Reorganized
Debtors' Budget", Sections IV.E., "Avoidance Actions" and XVII., "Claims
Allowance, Objection and Estimation Procedures" for further information.
a. OPERATING EXPENSES
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(i) THE OPERATING EXPENSES ARE MADE UP PRIMARILY
OF THE COST OF LABOR RESOURCES NEEDED TO MANAGE AND LIQUIDATE THE REMAINING
ASSETS, EVALUATE CLAIMS, AND PERFORM OTHER ESTATE WIND-DOWN ACTIVITIES, SUCH AS
THE DISSOLUTION OF LEGAL ENTITIES. The wind down of the Debtors' estates remains
a complicated process and will therefore require substantial resources. There
are a significant number of individual assets that need to be collected or sold,
or otherwise handled. Some of these assets are currently involved in litigation
proceedings and/or complex cross-ownership structures. Considerable due
diligence is required for the dissolution of legal entities and the resolution
of Claims. The Reorganized Debtors expect to employ 1,020 employees and
contractors as of the Confirmation Date. As noted in Section III.A.8.b.IV., the
Debtors or the Reorganized Debtors (as may be applicable) anticipate adopting a
retention incentive compensation and severance pay plan.
(ii) IT IS EXPECTED THAT THE MOST SIGNIFICANT
OPERATING EXPENSES WILL OCCUR IN THE FIRST YEAR AND THAT RESOURCE REQUIREMENTS
WILL DIMINISH AS ASSETS ARE SOLD AND THE REORGANIZED DEBTORS ACHIEVE
RESOLUTION/COMPLETION ON THE OUTSTANDING PROJECTS. Refer to Appendix G:
"Reorganized Debtors' Budget" for a budget of the Reorganized Debtors.
b. LITIGATION EXPENSES. As discussed in more detail in
Section IV.C., "Litigation and Government Investigations", the Reorganized
Debtors are involved in numerous legal proceedings that will require substantial
time and resources. As of the Confirmation Date, it is anticipated that the
Reorganized Debtors will have significant expenses in connection with
litigation. These expenses are yet to be finalized but are expected to be
material in comparison to the operating expenses. Refer to Sections IV.C.,
"Litigation and Government Investigations" and IV.E., "Avoidance Actions" for
further information.
c. PROFESSIONAL FEES. As of the Confirmation Date, it is
expected that the Reorganized Debtors will continue to incur professional
service fees until the Chapter 11 Cases are closed. These fees are related to
professionals retained by the Reorganized Debtors, in the ordinary course of
business, to assist in the implementation and consummation of the Plan, as well
as professionals retained by the Creditors' Committee and Fee Committee;
provided, however, that it is not expected that the Creditors' Committee and the
Fee Committee will remain in existence until the Chapter 11 Cases are closed.
Refer to Article XXX of the Plan for more information related to the respective
committees. These expenses are yet to be finalized but are expected to be
material in comparison to the operating expenses.
7. ALLOCATION OF EXPENSES
Since the Initial Petition Date, the Debtors have and will
continue to allocate overhead expenses pursuant to the Overhead Allocation
Formula Order up to the Confirmation Date. It is anticipated that after the
Confirmation Date, the Debtors will modify the methodology in order to allocate
overhead based upon post-confirmation activities. The Debtors anticipate that
the primary post-confirmation activities will be (i) evaluation and resolution
of claims; (ii) liquidation and disposal of Remaining Assets; and (iii)
litigation and investigations. The proposed post-confirmation overhead
allocation methodology will use number of claims, value of claims, and expected
proceeds from asset dispositions as the primary allocation factors.
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The Debtors intend to provide a detailed description of the
proposed post-confirmation overhead allocation methodology to the Creditors'
Committee and seek their approval of the methodology. On or before the Ballot
Date, the Debtors will file a motion with the Bankruptcy Court with respect to
the proposed methodology. It is expected that the Bankruptcy Court will enter an
order with respect to the overhead allocation in connection with the entry of
the Confirmation Order. Except as provided in such order, all other provisions
of the Bankruptcy Court's orders, dated February 25, 2002, November 21, 2002 and
November 25, 2002 will remain in full force and effect. Notwithstanding the
foregoing or the provisions of Sections 3.1 and 3.2 of the Plan, to the extent
that the Assets of a Debtor are insufficient to satisfy the administrative
professional fees and the allocable overhead of such Debtor, the unsatisfied
portion thereof shall be absorbed by the remaining Debtors.
VIII. PORTLAND GENERAL ELECTRIC COMPANY
CAPITALIZED TERMS USED THROUGHOUT THIS DISCLOSURE STATEMENT ARE DEFINED IN
APPENDIX A: "MATERIAL DEFINED TERMS FOR ENRON DISCLOSURE STATEMENT" ATTACHED
HERETO.
A. BUSINESS
1. GENERAL
PGE, incorporated in 1930, is a single, integrated electric
utility engaged in the generation, purchase, transmission, distribution, and
retail sale of electricity in the State of Oregon. PGE also sells wholesale
electric energy to utilities, brokers, and power marketers located throughout
the western United States. PGE's service area is located entirely within Oregon
and covers 3,150 square miles. It includes 51 incorporated cities, of which
Portland and Salem are the largest. PGE estimates that at the end of 2002 its
service area population was approximately 1.5 million, comprising about 44% of
the state's population. PGE added approximately 7,700 customers during 2002, and
at December 31, 2002 served approximately 743,000 retail customers.
PGE has approximately 26,085 miles of electric transmission
and distribution lines and owns 1,945 MW of generating capacity. PGE also has
long-term power purchase contracts for 652 MW from four hydro-electric projects
on the mid-Columbia River and power purchase contracts of one to twenty-six
years for another 828 MW from BPA, other Pacific Northwest utilities, and the
Tribes. At December 31, 2002, PGE's total firm resource capacity, including
short-term purchase agreements, was approximately 4,434 MW (net of short-term
sales agreements of 3,927 MW). The average annual demand is approximately 2,350
MW with peak demand of approximately 3,800 MW. On July 2, 1997, Portland General
Corporation, the former parent of PGE, merged with ENE, with ENE continuing in
existence as the surviving corporation, and PGE operating as a wholly owned
subsidiary of ENE. PGE is not a Debtor in the Chapter 11 Cases.
As of December 31, 2002, PGE had 2,757 employees. This
compares to 2,790 and 2,781 employees at December 31, 2001 and 2000,
respectively. A total of 902 employees are covered under agreements with Local
Union No. 125 of the International Brotherhood of Electrical Workers. Such
agreements cover 885 employees for a two-year period effective from
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March 1, 2002 through February 29, 2004; negotiations of a new agreement are
expected to begin in late 2003. In addition, 17 employees at Coyote Springs are
covered under an agreement effective from September 1, 2001 through August 1,
2006.
PGE is a reporting company under the Exchange Act and files
annual, quarterly and periodic reports with the SEC. Refer to Section VIII.A.9.,
"Additional Information Filed with the SEC" for further information.
2. OPERATING REVENUES
a. RETAIL. PGE's diverse retail customer base has helped
mitigate the effects of a significant downturn in Oregon's economy. Residential,
the largest customer class, comprises about 88% of PGE's total number of
customers, and in 2002 provided 38% of total retail MWh energy sales and 41% of
retail tariff revenues. Residential demand is sensitive to the effects of
weather, with revenues highest during the winter heating season. Commercial and
industrial customers provided about 40% and 19%, respectively, of retail tariff
revenues in 2002. While total retail MWh energy sales decreased somewhat from
2001, reflecting the continuing effect of Oregon's slow economy and conservation
efforts, revenues increased approximately 35%, reflecting a general rate
increase that became effective October 1, 2001.
Commercial and industrial customer classes are not dominated
by any single industry. While the 20 largest customers constitute about 21% of
retail demand, they represent 9 different commercial and industrial groups,
including paper manufacturing, high technology, metal fabrication, food
merchandising, and health services. No single customer represents more than 3.4%
of PGE's total retail load.
b. WHOLESALE NON-TRADING. Non-trading wholesale
electricity sales related to activities to serve retail load requirements
comprised about 21% of total operating revenues in 2002, down from about 54% in
2001. The decrease was due to significantly lower wholesale market prices. Most
of PGE's non-trading wholesale sales have been to utilities and power marketers
and have been predominantly short-term. PGE participates in the wholesale
marketplace in order to balance its supply of power to meet the needs of its
retail customers, manage risk, and administer its current long-term wholesale
contracts. Such participation includes power purchases and sales resulting from
daily economic dispatch decisions for its own generation, which allows PGE to
secure power for its customers at the lowest cost available.
c. OTHER OPERATING REVENUES. Other operating revenues
include net gains and losses from PGE's energy trading activities, which seek to
take advantage of price movements in electricity, natural gas, and crude oil.
Such activities are not reflected in PGE's retail rates. Also included are sales
of natural gas in excess of generating plant requirements, and revenues from
transmission services, pole contact rentals, and certain other electric services
to customers.
d. TABLE. The following table summarizes total operating
revenues and energy sales for the year ended December 31:
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2002 2001 2000
---- ---- ----
Operating Revenues (Millions)
Residential $ 567 $ 475 $ 448
Commercial(*) 550 424 388
Industrial 269 222 208
-------- -------- --------
Tariff Revenues 1,386 1,121 1,044
Accrued (Collected) Revenues 82 (31) 14
-------- -------- --------
Retail 1,468 1,090 1,058
Wholesale (Non-Trading) 391 1,313 774
Other Operating Revenues:
Trading Activities-net (1) (11) 30
Other (3) 28 25
-------- -------- --------
Total Operating Revenues $ 1,855 $ 2,420 $ 1,887
-------- -------- --------
Megawatt-Hours Sold (Thousands)
Residential 7,058 7,080 7,433
Commercial(*) 7,101 7,285 7,527
Industrial 4,612 4,675 4,912
-------- -------- --------
Retail 18,771 19,040 19,872
Wholesale (Non-Trading) 12,645 9,764 12,858
Trading Activities-net - 15 (55)
-------- -------- --------
Total MWh Sold 31,416 28,819 32,675
-------- -------- --------
(*) Includes public street lighting
3. REGULATORY MATTERS
a. OPUC. PGE is subject to the jurisdiction of the OPUC,
comprised of three members appointed by Oregon's governor to serve
non-concurrent four-year terms. The OPUC approves PGE's retail rates and
establishes conditions of utility service. The OPUC further ensures that prices
are fair, equitable, and provides PGE an opportunity to earn a fair return on
its investment. In addition, the OPUC regulates the issuance of stock and
long-term debt, prescribes the system of accounts to be kept by Oregon
utilities, and reviews applications to sell utility assets and engage in
transactions with affiliated companies.
b. EFSC. Construction of new thermal generating
facilities requires a permit from the EFSC.
c. FERC. PGE is also subject to the jurisdiction of FERC
with regard to the transmission and sale of wholesale electric energy, licensing
of hydroelectric projects, and certain other matters. PGE is a "licensee" and a
"public utility" as those terms are used in the FPA and is, therefore, also
subject to regulation by FERC as to accounting policies and practices,
transmission and wholesale electric prices, issuance of short-term debt, and
other matters.
In 1999, FERC issued Order No. 2000 requiring all owners of
electricity transmission facilities to file a proposal to join a RTO or,
alternatively, to file an explanation of reasons preventing them from making
such filing. In response to this order, BPA and nine western utilities,
including PGE, filed an initial proposal with FERC to form RTO West, a
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regional non-profit transmission organization that would operate the
transmission system and manage pricing in the Pacific Northwest, Nevada, and
small portions of California and Wyoming. In September 2002, the formation plan
of RTO West received preliminary FERC approval.
Also in September 2002, FERC granted preliminary approval of a
proposed rate structure for TransConnect, a new company proposed by PGE and two
other regional utilities. As proposed, TransConnect would be an independent,
jointly owned, for-profit transmission company that will participate in RTO West
and that could own or lease the high-voltage transmission facilities currently
held by PGE and its other participants.
In July 2002, FERC issued a NOPR on Standard Market Design to
standardize the structure and operation of competitive wholesale markets. In
April of 2003, FERC issued a White Paper setting forth its assessment of how
best to move forward in the electric industry for the long-term benefit of
electricity customers, and how it intends to change its proposed rule to meet
concerns that have been raised. If the NOPR is implemented as proposed, it will
significantly change how wholesale energy and transmission markets operate.
Wholesale companies and retail load serving companies would be on a single
network transmission tariff, and operational control of the transmission network
would be administered by an RTO or ISO.
Decisions to move forward with the formation of RTO West and
TransConnect will ultimately depend on the conditions imposed during the
regulatory approval process, as well as economic considerations. Such decisions
will be subject to approvals by state and federal agencies and individual
company boards of directors.
d. NRC. The NRC regulates the licensing and
decommissioning of nuclear power plants. In 1993, the NRC issued a
possession-only license amendment to PGE's Trojan operating license and in early
1996 approved the Trojan Decommissioning Plan. Approval of the Trojan
Decommissioning Plan by the NRC and EFSC has allowed PGE to begin
decommissioning activities. In 2001, the NRC approved the LTP. The LTP outlines
the process by which PGE will complete the decommissioning of the Trojan site
and meet regulatory requirements for decommissioned nuclear facilities. In
October 2002, the NRC approved the transfer of spent nuclear fuel from the
Trojan spent fuel pool to the ISFSI, using a separately licensed dry cask
storage system. Trojan is subject to NRC regulation until it is fully
decommissioned, all nuclear fuel is removed from the site, decontamination is
completed, and NRC licenses are terminated.
e. PUHCA. PGE is a subsidiary of a holding company (ENE)
exempt under PUHCA, except for Section 9(a)(2) with respect to the acquisition
of the securities of other public utilities. In February 2002, ENE applied to
the SEC to continue its exemption, which requires that PGE's utility activities
be predominantly intrastate in nature. In February 2003, the SEC Chief
Administrative Law Judge issued an initial decision that denied ENE's
application for exemption, holding that PGE does not meet the criteria to be
predominantly intrastate in character. On February 27, 2003, ENE filed a
petition for review with the SEC requesting that the SEC review the
Administrative Law Judge's initial decision, reverse such initial decision, and
find that ENE is entitled to exemption from PUHCA. On June 11, 2003, the SEC
granted the petition, setting down a briefing schedule, which was completed on
September 3, 2003. The
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effect of the Administrative Law Judge's initial decision denying the exemption
is stayed pending the resolution of the SEC's further review. The SEC has set
oral argument for December 4, 2003. In the event that the SEC denies ENE's
application for exemption, ENE would be required to register as a holding
company under PUHCA, and PGE would become a subsidiary of a registered holding
company. As such, PGE would become subject to additional regulation by the SEC
with respect to certain matters, including transactions with ENE and its
subsidiaries. Refer to Section XIV.E.2., "PUHCA" for further information.
f. OTHER. The Oregon Department of Energy also monitors
Trojan.
4. COMPETITION
a. GENERAL. Restructuring of the electric industry has
slowed both at the national level and in the Pacific Northwest. PGE continues to
maintain its commitment to service excellence while accommodating the formation
of a competitive electricity market in Oregon.
b. RETAIL. PGE conducts retail electric operations
exclusively in Oregon within a state-approved service area. Competitors within
PGE's service territory include the local natural gas company (NW Natural),
which competes for the residential and commercial space and water heating
market, and fuel oil suppliers that compete primarily for residential space
heating customers. In addition, effective March 1, 2002, commercial and
industrial customers are allowed direct access to competing electricity service
suppliers in accordance with Oregon's electric power restructuring law, related
regulations, and PGE's tariff. Although PGE remains obligated to serve all of
its customers, under terms of a separate tariff schedule certain non-residential
customers may provide PGE notice 12 months prior to the start of a calendar year
that they do not want PGE to include their loads in PGE power purchases for the
noticed year. Customers providing the notice may either obtain their power
supply directly from an electricity service supplier or they may purchase power
from PGE at then prevailing market rates (with price terms of one day to one
year in length) for delivery in the noticed year. These customers are also
required by the tariff to provide a year's advance notice should they choose to
return to PGE for cost of service rates for a subsequent calendar year.
c. WHOLESALE. Competition has transformed the electric
utility industry at the wholesale level. The Energy Policy Act, passed in 1992,
opened wholesale competition to energy brokers, independent power producers, and
power marketers, and provided a framework for increased competition in the
electric industry. In 1996, FERC issued Order 888 requiring non-discriminatory
open access transmission by all public utilities that own interstate
transmission and requiring investor-owned utilities to allow others access to
their transmission systems for wholesale power sales. This access must be
provided at the same price and terms the utilities would apply to their own
wholesale customers. It also requires reciprocity from municipals, cooperatives,
and federal power marketers receiving service under the tariff and allows public
utilities to recover stranded costs in accordance with the terms, conditions,
and procedures set forth in the order.
PGE's transmission system connects winter-peaking utilities in
the Northwest and Canada, which have access to lower variable cost hydroelectric
generation, with summer-
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peaking wholesale customers in California and the Southwest, which have higher
variable cost fossil fuel generation. PGE uses portions of this system to
purchase and sell in both markets depending upon the relative price and
availability of power, water conditions, and seasonal demand from each market.
The amount of surplus electric generating capability in the
western United States, the amount of annual snow pack and its impact on hydro
generation, the number and credit quality of wholesale marketers and brokers
participating in the energy trading markets, the availability and price of
natural gas as well as other fuels, and the availability and pricing of electric
and gas transmission all contributed to and have an impact on the wholesale
price and availability of electricity. PGE will continue its participation in
the wholesale energy marketplace in order to manage its power supply risks and
acquire the necessary electricity and fuel to meet the needs of its retail
customers and administer its current long-term wholesale contracts. In addition,
PGE will continue its trading activities to take advantage of price movements in
electricity, natural gas, and crude oil.
d. PUBLIC OWNERSHIP INITIATIVES. There is the potential
for the loss of service territory and assets from the creation of PUDs or
municipal utilities in PGE's service territory. Initiative petitions circulated
in Multnomah County obtained sufficient signatures to place a measure on an
election ballot that, if passed, could result in the formation of a PUD in
Multnomah County. In June 2003, the Multnomah County Board of Commissioners
determined the boundaries of a proposed PUD and set a PUD formation initiative
on the November 4, 2003 ballot to be voted on by the county voters. The
initiative failed. In August 2003, initiative petitions circulated in Yamhill
County also obtained sufficient signatures to place a measure on an election
ballot. The Yamhill County Commissioners determined the boundaries of the
proposed PUD and set March 2, 2004 as the date for voting on the formation
initiative. The expressed intent of the PUD supporters is to have additional
elections to expand the PUD boundaries to include all of PGE's service
territory. If a PUD were formed, it would have the authority to condemn PGE's
distribution assets within the boundaries of the district provided that it paid
fair value for such assets. Oregon law prohibits a PUD from condemning thermal
generation plants. It is uncertain under Oregon law whether a PUD would be able
to condemn PGE's hydro generation plants. Refer to Section XIV.G.1.b.,
"Condemnation" for further information.
5. POWER SUPPLY
a. GENERAL. To meet its customers' energy needs, PGE
relies upon its existing base of generating resources, long-term power
contracts, and short-term purchases that together provide flexibility to respond
to consumption changes and Oregon's electric power restructuring law. Short-term
purchases include both spot and firm purchases for periods of less than one year
in duration.
PGE has filed with the OPUC a new Integrated Resource Plan
describing its strategy to meet the electric energy needs of its customers. The
Integrated Resource Plan, which considers resource actions over the next two to
three years, includes reduced reliance on short-term wholesale power contracts
and increased emphasis on longer-term supplies. It also considers future
investment in existing and new generating resources, an increase in renewable
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resources, long-term power purchases, and meeting seasonal peaking requirements
through seasonal exchanges, demand-side management, capacity tolling contracts,
and combustion turbine development. PGE has issued a RFP to acquire energy and
capacity resources. PGE has received responses from more than 40 entities with
more than 90 proposals involving energy solutions ranging from wind and
geothermal resources to coal and natural gas resources. PGE intends to identify
specific parties and initiate negotiations and, based upon the results, update
its resource action plan with specific recommendations. PGE has also issued a
request for qualifications to approximately 150 of its largest business
customers, seeking interest in voluntary demand management programs. Such
programs generally consist of an agreement between PGE and the customer to
either reduce or adjust the timing of electricity consumption during periods of
peak usage or critical power shortage in order to encourage efficient use of
resources, thereby enabling PGE to minimize resource costs. PGE intends to
identify qualifying proposals and include them in PGE's resource action plan.
Based upon results of the RFP, PGE will update its action plan with specific
resource recommendations and request acknowledgement that PGE's final action
plan is consistent with least cost planning principles established by the OPUC.
There can be no assurances, however, that PGE will receive the OPUC
acknowledgement.
b. HYDRO CONDITIONS. Northwest hydro conditions have a
significant impact on the region's power supply, with water conditions
significantly impacting PGE's cost of power and its ability to economically
displace more expensive thermal generation and spot market power purchases. In
the last half of 2000 and first half of 2001, both the cost and availability of
power were adversely affected by a reduction in the availability of surplus
generation and weather conditions in California and the Southwest that resulted
in high demand. In addition, higher natural gas prices and very poor Northwest
hydro conditions (accentuated by fish protection spill requirements) further
resulted in increased costs and reduced supply. From mid-2001 through the first
quarter of 2003, however, additional generation from both new plants and from
those returning to service, moderating weather conditions, additional natural
gas supplies, federal price mitigation, and a reduction in demand from both a
significant downturn in Oregon's economy and conservation efforts have resulted
in significantly lower market prices for electricity. These events have affected
the balance of market supply and demand, and several independent power producers
have delayed or cancelled plans for new generating plants.
c. GENERATING CAPABILITY. PGE's existing hydroelectric,
coal-fired, and gas-fired plants are important resources for PGE, providing
1,945 MW of generating capability. PGE's lowest-cost producers are its five
FERC-licensed hydroelectric projects incorporating eight powerhouses on the
Clackamas, Sandy, Deschutes, and Willamette rivers in Oregon. These facilities
operate under federal licenses, which will be up for renewal through 2006. Based
on a comparison of projected future operating costs to the projected future
value of its energy output, PGE has decided not to relicense its Bull Run
hydroelectric project.
In early 2001, PGE filed a "Notice of Intent" with Oregon's
EFSC to build the Port Westward Generating Project, a new 650-MW gas turbine
plant adjacent to the Beaver plant site. An air contamination discharge permit
application has been approved, with a site certificate issued on November 8,
2002. All other required permits have either been obtained or are anticipated
before year end 2003. PGE has not made a decision whether to develop this
project
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at this time. Further decisions regarding the Port Westward project are subject
to OPUC acknowledgement of PGE's Integrated Resource Plan and the results of the
RFP process.
d. PURCHASED POWER. PGE supplements its own generation
with long-term and short-term contracts as needed to meet its retail load
requirements.
(i) LONG-TERM. PGE has long-term power contracts
with four hydroelectric projects on the mid-Columbia River, which provide
approximately 652 MW of firm capacity. PGE also has firm contracts, ranging from
one to twenty-six years, to purchase 828 MW of power from BPA, other Pacific
Northwest utilities, and the Tribes. In addition, PGE has an exchange contract
with a summer-peaking Southwest utility to help meet PGE's winter-peaking
requirements, and an exchange contract with a Northwest utility to help meet
PGE's summer-peaking requirements. These resources, along with short-term
contracts, provide PGE with sufficient firm capacity to serve its peak loads.
(ii) SHORT-TERM. PGE relies on wholesale market
purchases within the WECC in conjunction with its base of generating resources
to supply its resource needs, including short-term purchases, and maintain
system reliability. The WECC is the largest and most diverse of the 10 regional
electric reliability councils. It provides coordination for operating and
planning a reliable and adequate electric power system for the western
continental United States, Canada, and Mexico. It further supports competitive
power markets, helps assure open and non-discriminatory transmission access
among members, provides a forum for resolving transmission access disputes, and
provides an environment for coordinating the operating and planning activities
of its 145 members. The WECC area, which extends from Canada to Mexico and
includes 14 western states, has great diversity in climate and peak loads that
occur at different times of the year. Energy loads in the Southwest peak in the
summer due to air conditioning use, while northern loads peak during winter
heating months. According to WECC forecasts, its members, which serve about 71
million people, will have sufficient capacity margin to meet forecast demand and
energy requirements through the year 2012, assuming the timely completion of
planned new generation.
DECEMBER RESERVE MARGIN WECC REGION
[BAR GRAPH]
PGE's peak load in 2002 was 3,408 MW. Approximately 43% of
PGE's 2002 peak load was met with short-term purchases. At December 31, 2002,
PGE's total firm resource capacity, including short-term purchase agreements,
was approximately 4,434 MW (net of short-term sales agreements of 3,927 MW).
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6. FUEL SUPPLY
Fuel supply contracts are negotiated to support annual planned
plant operations. Flexibility in contract terms allows for the most economic
dispatch of PGE's thermal resources in conjunction with the current market price
of wholesale power.
a. COAL
(i) BOARDMAN. PGE negotiates agreements each
year to purchase coal for Boardman in the following calendar year, and currently
has agreements that cover the plant's requirements through 2003. Available coal
supplies are sufficient to meet future requirements of the plant. The coal,
obtained from surface mining operations in Wyoming and Montana and subject to
federal, state, and local regulations, is delivered by rail under contracts with
the Burlington Northern Santa Fe and Union Pacific Railroads. Coal purchases in
2002, totaling about 2.1 million tons, contained approximately 0.4% of sulfur by
weight. Utilizing electrostatic precipitators, the plant emitted less than the
EPA-allowed limit of 1.2 pounds of sulfur dioxide per MMBtu.
(ii) COLSTRIP. Coal for Colstrip Units 3 and 4,
located in southeastern Montana, is provided under contract with Western Energy
Company, a wholly owned subsidiary of Westmoreland Mining LLC. The contract
provides for delivered coal to not exceed a maximum sulfur content of 1.5% by
weight. Utilizing wet scrubbers to minimize sulfur dioxide emissions, the plant
operated in compliance with EPA's source-performance standards.
b. NATURAL GAS. PGE utilizes long-term, short-term, and
spot market purchases to secure transportation capacity and gas supplies
sufficient to fuel plant operations. PGE re-markets natural gas and
transportation capacity in excess of its needs.
(i) BEAVER. PGE owns 79% of the Kelso-Beaver
Pipeline, which directly connects its Beaver generating station to Northwest
Pipeline, an interstate gas pipeline operating between New Mexico and British
Columbia, Canada. Firm gas supplies for Beaver, based on anticipated operation
of the plant, are purchased at fixed prices for up to 24 months in advance. PGE
has access to 76,000 Dth/day of firm transportation capacity, sufficient to
operate Beaver at a 70% load factor. In addition, PGE has contractual access,
through October 2004, to natural gas storage in Mist, Oregon, from which it can
draw natural gas in the event the plant's supply is interrupted or if economic
factors indicate its use. PGE believes that sufficient market supplies of gas
are available to fully meet requirements of the plant in 2003 and beyond.
(ii) COYOTE SPRINGS. Coyote Springs utilizes
41,000 Dth/day of firm transportation capacity on three interconnecting pipeline
systems accessing gas fields in Alberta, Canada. Firm gas supplies for Coyote
Springs, based on anticipated operation of the plant, are purchased at fixed
prices for up to 24 months in advance. PGE believes that sufficient market
supplies of gas are available to fully meet requirements of the plant in 2003
and beyond.
c. OIL
(i) BEAVER. Beaver has the capability to operate
at full capacity on No. 2 diesel fuel oil when it is economical to do so or if
the plant's natural gas supply is
385
interrupted. To ensure the plant's continued operability under such
circumstances, PGE had an approximate 19-day supply of oil at the plant site at
December 31, 2002.
(ii) COYOTE SPRINGS. Coyote Springs has the
capability to operate on oil if needed, with sufficient fuel maintained on-site
to run the plant for 40-50 hours.
7. ENVIRONMENTAL MATTERS
PGE operates in a state recognized for environmental
leadership. PGE's policy of environmental stewardship emphasizes minimizing both
waste and environmental risk in its operations, along with promoting the wise
use of energy.
a. REGULATION. PGE's operations are subject to a wide
range of environmental protection laws covering air and water quality, noise,
waste disposal, and other environmental issues. The EPA regulates the proper
use, transportation, cleanup, and disposal of PCBs. The NRC regulates the
storage and disposal of spent nuclear fuel from the Trojan plant. State agencies
or departments, which have direct jurisdiction over environmental matters,
include the Environmental Quality Commission, the DEQ, the Oregon Office of
Energy, and the EFSC. Environmental matters regulated by these agencies include
the siting and operation of generating facilities and the accumulation, cleanup,
and disposal of toxic and hazardous wastes.
b. THREATENED AND ENDANGERED SPECIES. Populations of
many salmon species in the Pacific Northwest have shown significant decline over
the last several decades. The listing of various species of fish, wildlife, and
plants as threatened or endangered species has given rise to potentially
significant changes to hydroelectric project operations, the impacts of which to
date have been minimal. The biggest change has been modifying the timing of
releases of water stored behind the dams in the upper part of the Columbia and
Snake River basins.
PGE continues to evaluate the impact of current and potential
ESA listings on the operation of its hydroelectric projects on the Deschutes,
Sandy, Clackamas, and Willamette rivers. PGE's hydroelectric relicensing
efforts, in combination with endangered species consultations among FERC, NMFS,
and the USFWS, address issues associated with the protection of fish runs on
those rivers where PGE operates hydroelectric facilities. The agencies have
completed an ESA consultation on the Deschutes River, the location of PGE's
Pelton Round Butte Project, that will be in effect until a new license is
granted by FERC; no significant operational changes to the project have been
indicated. PGE awaits conclusion by the federal agencies of consultation with
respect to its hydroelectric project on the Sandy River. PGE currently is
supporting the federal agencies' ESA consultation activities regarding PGE's
projects on the Clackamas and Willamette rivers, with minor operational changes
implemented in February 2003 on the Clackamas and planned for 2004 on the
Willamette.
c. AIR QUALITY. PGE's operations, principally its
fossil-fuel electric generation plants, are subject to the federal CAA and other
federal regulatory requirements. State governments are also charged with
monitoring and administering certain portions of the Act and are required to set
guidelines that are at least equal to federal standards; Oregon's air quality
standards exceed federal standards. Primary pollutants addressed by the CAA that
affect
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PGE are SO2, NOx, CO, and particulate matter. PGE manages its emissions by the
use of low sulfur fuel, emission controls, emission monitoring, and combustion
controls.
The SO2 emission allowances awarded under the CAA, along with
expected future annual allowances, are sufficient to operate Boardman at a 60%
to 67% capacity without emissions reductions. In addition, current emission
allowances are sufficient to operate Colstrip, which utilizes wet scrubbers. If
necessary, PGE intends to acquire sufficient additional allowances in order to
meet excess capacity needs. It is not yet known what impacts federal regulations
on mercury transport, regional haze, or particulate matter standards may have on
future plant operations, operating costs, or generating capacity.
Federal operating air permits, issued by DEQ, have been
obtained for all of PGE's thermal generating facilities.
d. SUPERFUND. A 1997 investigation of a portion of the
Willamette River known as the Portland Harbor, conducted by the EPA, revealed
significant contamination of sediments within the harbor. Subsequently, the EPA
has included Portland Harbor on the federal National Priority list pursuant to
CERCLA. In December 2000, PGE, along with 68 other companies on the Portland
Harbor Initial General Notice List, received a "Notice of Potential Liability"
with respect to the Portland Harbor superfund site. Available information is
currently not sufficient to determine either the total cost of investigation and
remediation of the Portland Harbor or the potential liability of responsible
companies, including PGE. It is believed that PGE's contribution to the sediment
contamination, if any, would qualify it as a de minimis potentially responsible
party under CERCLA. Refer to Section XIV.G.3.a., "Portland Harbor" for further
information about the risks associated with the Portland Harbor superfund site.
8. PROPERTIES
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[MAP]
PGE's principal plants and appurtenant generating facilities
and storage reservoirs are situated on land owned by PGE in fee or land under
the control of PGE pursuant to existing leases, federal or state licenses,
easements, or other agreements. In some cases, meters and transformers are
located on customer property. The indenture securing PGE's First Mortgage Bonds
constitutes a direct first mortgage lien on substantially all utility property
and franchises, other than expressly excepted property. PGE's service territory
and generating facilities are indicated on the map above.
The following are generating facilities owned by PGE:
NET MW
CAPABILITY
AT DEC. 31,
FACILITY LOCATION FUEL 2002(*)
- -------------------------------------------------------------------
Wholly Owned:
Faraday Clackamas River Hydro 48
North Fork Clackamas River Hydro 58
Oak Grove Clackamas River Hydro 44
River Mill Clackamas River Hydro 25
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NET MW
CAPABILITY
AT DEC. 31,
FACILITY LOCATION FUEL 2002(*)
- -------------------------------------------------------------------
Bull Run Sandy River Hydro 22
Sullivan Willamette River Hydro 16
Beaver Clatskanie, OR Gas/Oil 529
Coyote Springs Boardman, OR Gas/Oil 245
PGE
Jointly Owned: Interest
--------
Boardman Boardman, OR Coal 362 65.00%
Colstrip 3 & 4 Colstrip, MT Coal 296 20.00%
Pelton Deschutes River Hydro 73 66.67%
Round Butte Deschutes River Hydro 227 66.67%
-----
Total 1,945
-----
(*) PGE ownership share.
PGE holds licenses under the FPA for its hydroelectric
generating plants, as well as licenses from the State of Oregon for all or
portions of five of the plants. Licenses for the Sullivan and Bull Run projects
expire in 2004 and licenses for all projects on the Clackamas River expire in
2006. The license for the Pelton Round Butte project expired at the end of 2001.
In June 2001, PGE and the Tribes jointly filed a 50-year license application for
the Pelton Round Butte project, which is pending with FERC.
FERC requires that a notice of intent to relicense
hydroelectric projects be filed approximately five years prior to license
expiration. PGE has filed notice to relicense and is actively pursuing renewal
of licenses for all of its hydroelectric generating plants except Bull Run,
which will not be relicensed. PGE has determined not to relicense Bull Run based
upon a comparison of projected future operating costs, including measures to
protect endangered salmon, with the future value of its energy output.
On January 1, 2002, PGE sold a 33.33% undivided interest in
its Pelton Round Butte hydroelectric project to the Tribes.
The rated generating capability at Beaver increased 5 MW based
upon revised measurements of the plant's performance in 2002. The generating
capability at Faraday increased 4 MW in 2002 due to turbine replacement and
rehabilitation.
PGE owns transmission lines that deliver electricity from its
Oregon plants to its distribution system in its service territory and also to
the Northwest grid. PGE also has ownership in, and contractual access to,
transmission lines that deliver electricity from the Colstrip plant in Montana
to PGE. In addition, PGE owns approximately 16% of the Pacific Northwest
Intertie, a 4,800-MW transmission facility between John Day, in northern Oregon,
and Malin, in southern Oregon near the California border. This line is used
primarily for interstate purchases and sales of electricity among utilities,
including PGE.
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PGE leases its headquarters complex in Portland, Oregon under
a 40-year sale-lease back arrangement, ending in September 2018. The lease
payments are a fixed amount for the initial term. The lease may be renewed at a
predetermined fixed amount for two 10-year and one five-year renewal terms. PGE
also leases the coal handling facilities at the Boardman plant under a 27-year
leveraged lease financing expiring January 2005. The lease has fixed payments
for the initial term and may be renewed for an initial renewal of 5 years at a
fixed rent, and thereafter for any length of time at a fair market value,
provided the total of all renewal terms may not exceed 20 years.
9. ADDITIONAL INFORMATION FILED WITH THE SEC
The Debtors refer to the following reports filed with the SEC
by PGE.
- PGE's Annual Report on Form 10-K for the fiscal year
ended December 31, 2002;
- PGE's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2003, June 30, 2003 and September 30,
2003; and
- PGE's Current Reports on Form 8-K dated March 25,
April 8, April 29, May 21, June 4, June 25, June 27,
August 4, September 18 and September 26, 2003.
These reports contain information about PGE including, without
limitation, information related to the following matters:
- Legal Proceedings;
- Management's Discussion and Analysis of Financial
Condition and Results of Operations;
- Hedging and Market Risk;
- Directors and Executive Officers;
- Executive Compensation; and
- Certain Relationships and Related Transactions.
The Debtors did not prepare such reports, but they are
publicly available as information that may be relevant to the Creditors'
decision in voting on the Plan.
10. OTHER INFORMATION REGARDING PGE CONTAINED IN THIS DISCLOSURE
STATEMENT
Refer to Section XIV.G., "PGE Risks" for further information
about certain risks associated with PGE. Refer to Section IV.C., "Litigation and
Government Investigations" for further information about certain legal
proceedings involving PGE.
11. SEPARATION OF PGE FROM ENE
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The Plan contemplates that the Existing PGE Common Stock held
by ENE may be cancelled and the PGE Common Stock may be issued and distributed
to the creditors of the Debtors, or to an Operating Trust, in accordance with
the terms of the Plan. Upon such issuance, the preferred stock of PGE described
in Section VIII.D., "Capital Stock" will remain outstanding. In connection with
the consummation of the Plan, PGE and ENE expect to agree to certain separation
agreements that would govern the relationship between ENE and PGE on a
transitional basis, including the provision of various corporate and
administrative services. The existing relationship between ENE and PGE is
governed by the PGE MSA and a tax sharing agreement. Refer to Sections
VII.B.1.a(ii), "Auxiliary Agreements" and VII.B.1.a(iii), "Tax Sharing
Agreement" for further information about these agreements.
The issuance and distribution of the PGE Common Stock in
accordance with the terms of the Plan will require various governmental
approvals, including approvals from the OPUC, FERC, the NRC and the FCC. In
addition, as described in Section XIV.E.2., "PUHCA", there is a proceeding
pending at the SEC that could result in the loss of ENE's exempt status and
require ENE to register as a holding company under PUHCA. If ENE is a registered
holding company at the time of the distribution, SEC authorization may be
required in order to effect the distribution of the PGE Common Stock. As a
result of PGE's ownership and operation of its Coyote Springs generation
facility, PGE also may need to obtain approval from Oregon's EFSC for the
distribution, or a determination by the EFSC that the distribution does not
cause a "transfer of ownership" of such generation facility. Although the
Debtors believe that all required approvals will be obtained, the ability to
complete the distribution of the PGE Common Stock to the creditors of the
Debtors or to an Operating Trust, in accordance with the terms of the Plan, will
depend upon successfully obtaining the required approvals.
12. POTENTIAL SALE OF PGE
Notwithstanding the foregoing, ENE is continuing its
previously announced sales process with respect to its interest in PGE and
reserves the right, at any time prior to the satisfaction of the conditions for
a distribution of the PGE Common Stock to the Creditors under the Plan, as
described in Section I., "Overview of Chapter 11 Plan" to enter into an
agreement to sell such interest. If PGE is sold, ENE's proceeds of such sale
(rather than the capital stock of PGE held by ENE) will be distributed to the
creditors of the Debtors in accordance with the terms of the Plan. The Plan
provides for PGE Common Stock to be distributed to Creditors in accordance with
the Plan or the sale of PGE as a going concern. A break-up of PGE is not an
option under the Plan.
B. HISTORICAL FINANCIALS, PROJECTIONS AND VALUATION
1. HISTORICAL FINANCIALS
The following selected unaudited consolidated financial
information for each of the three years in the period ended December 31, 2002
has been derived from the audited consolidated financial statements of PGE for
the respective periods. The Unaudited Selected Financial Information should be
read in conjunction with the PGE Annual Report on Form 10-K for the year ended
December 31, 2002.
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FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
2002 2001 2000
---- ---- ----
(In Millions, except ratios)
Operating Revenues (a) $1,855 $2,420 $1,887
Net Operating Income 135 134 206
Net Income 66 34 141
Total Assets 3,250 3,474 3,452
Long Term Obligations (b) 1,046 972 880
Other Financial Data:
Ratio of earnings to fixed charges 2.40x 1.41x 3.63x
------ ------
- ----------
(a) Amounts for 2000 and 2001 have been reclassified from those previously
reported, in accordance with requirements of EITF 02-3, Accounting for
Contracts Involved in Energy Trading and Risk Management Activities.
For further information, refer to Note 1, Summary of Significant
Accounting Policies, in the Notes to the Company's financial statements
in the Form 10-K.
(b) Includes long-term debt and preferred stock subject to mandatory
redemption requirements
2. PROJECTIONS
In conjunction with formulating the Plan, as set forth on
Appendix H: "PGE Financial Projections - 2003-2006", financial projections have
been prepared for PGE for the four years ending December 31, 2006. The
projections for the fiscal year ended December 31, 2003, include actual results
through June 30, 2003. The projections are based on a number of assumptions made
with respect to the future operations and performance of PGE and should be
reviewed in conjunction with a review of the principal assumptions set forth on
Appendix H: "PGE Financial Projections - 2003-2006". While the projections were
prepared in good faith and the Debtors believe the assumptions, when considered
on an overall basis, to be reasonable in light of the current circumstances, it
is important to note that the Debtors can provide no assurance that such
assumptions will be realized and Creditors must make their own determinations as
to the reasonableness of such assumptions and the reliability of the
projections. Refer to Section XIV., "Risk Factors and Other Factors to be
Considered" for a discussion of numerous risk factors that could affect PGE's
financial results.
3. VALUATION
Also in conjunction with formulating the Plan, the Debtors
determined that it was necessary to estimate the post-confirmation going concern
enterprise value and equity value of PGE. Accordingly, Blackstone and the
Debtors formulated such a valuation, which is utilized in the Blackstone Model.
Such valuation is based, in part, on the financial projections prepared by PGE
management and included in Appendix H: "PGE Financial Projections - 2003-2006".
The valuation analysis was used, in part, for the purpose of determining the
value of PGE to be distributed to Creditors pursuant to the Plan and to analyze
the relative recoveries to Creditors under the Plan.
a. ESTIMATED VALUE. Based upon the methodology described
below, the Blackstone Model utilizes an estimated equity value of $1.278 billion
for PGE at June 30, 2003. Therefore, assuming 62.5 million shares of new PGE
Common Stock will be issued and
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distributed to or on behalf of Creditors pursuant to the Plan, the value of such
stock is estimated to be $20.45 per share; provided, however, that such estimate
does not reflect any dilution resulting from any long-term equity incentive
compensation plan(s) as may be adopted by PGE. However, it is anticipated that
the impact of any such plan(s) to be adopted by PGE, CrossCountry and Prisma
will, in the aggregate, represent less than 1% of the overall value to be
distributed under the Plan. The estimated value is based upon a variety of
assumptions, as referenced below under "Variances and Risks," deemed appropriate
under the circumstances. In addition, the valuation of CrossCountry does not
include the anticipated costs associated with the voluntary termination of the
ENE Cash Balance Plan. The estimated value per share of the new PGE Common Stock
may not be indicative of the price at which the new PGE Common Stock will trade
when and if a market for the new PGE Common Stock develops, which price could be
lower or higher than the estimated value of the new PGE Common Stock.
Accordingly, there can be no assurance that the new PGE Common Stock will
subsequently be purchased or sold at prices comparable to the estimated values
set forth above. Refer to Section XIV., "Risk Factors and Other Factors to be
Considered" for a discussion of numerous risk factors that could affect PGE's
financial results.
b. METHODOLOGY. Three methodologies were used to derive
the value of PGE based on the financial projections attached as Appendix H: "PGE
Financial Projections - 2003-2006": (i) a comparison of PGE and its projected
performance to the comparable companies and how the market values them (ii) a
comparison of PGE and its projected performance to comparable companies in
precedent transactions, and (iii) a calculation of the present value of the free
cash flows under the PGE projections, including an assumption for the value of
PGE at the end of the projected period.
The market-based approach involves identifying (i) a group of
publicly traded companies whose business as a whole, or significant portions
thereof, are comparable to those of PGE, and (ii) comparable precedent
transactions involving the acquisition of comparable companies, and then
calculating ratios of various financial results or statistics to the public
market values of these companies, or the net proceeds of these transactions. The
ranges of ratios derived are applied to PGE's historical results and projected
performance, and adjusted for net debt to arrive at a range of implied values.
The discounted cash flow approach involves deriving the unlevered free cash
flows that PGE would generate assuming the PGE projections were realized. These
cash flows, and an estimated value of PGE at the end of the projected period,
are discounted to the present at PGE's estimated weighted average cost of
capital to determine PGE's enterprise value. Net debt is then deducted to
determine the equity value.
4. VARIANCES AND RISKS. Refer to Section XIV.C., "Variance from
Valuations, Estimates and Projections" for a discussion regarding the potential
for variance from the projections and valuation described above and Section
XIV.,"Risk Factors and Other Factors to be Considered" in general for a
discussion of risks associated with PGE.
ESTIMATES OF VALUE DO NOT PURPORT TO BE APPRAISALS NOR DO THEY
NECESSARILY REFLECT THE VALUES WHICH MAY BE REALIZED IF ASSETS ARE SOLD. THE
ESTIMATES OF VALUE REPRESENT HYPOTHETICAL EQUITY VALUES ASSUMING THE
IMPLEMENTATION OF PGE'S BUSINESS PLAN AS WELL AS OTHER SIGNIFICANT ASSUMPTIONS.
SUCH ESTIMATES WERE DEVELOPED
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SOLELY FOR PURPOSES OF FORMULATING AND NEGOTIATING A CHAPTER 11 PLAN FOR THE
DEBTORS AND ANALYZING THE PROJECTED RECOVERIES THEREUNDER. THE ESTIMATED EQUITY
VALUE IS HIGHLY DEPENDENT UPON ACHIEVING THE FUTURE FINANCIAL RESULTS SET FORTH
IN THE PROJECTIONS AS WELL AS THE REALIZATION OF CERTAIN OTHER ASSUMPTIONS WHICH
ARE NOT GUARANTEED.
THE VALUATIONS SET FORTH HEREIN REPRESENT ESTIMATED VALUES AND
DO NOT NECESSARILY REFLECT VALUES THAT COULD BE ATTAINABLE IN PUBLIC OR PRIVATE
MARKETS. THE EQUITY VALUE ASCRIBED IN THE ANALYSIS DOES NOT PURPORT TO BE AN
ESTIMATE OF THE MARKET VALUE OF PGE STOCK DISTRIBUTED PURSUANT TO A CHAPTER 11
PLAN. SUCH TRADING VALUE, IF ANY, MAY BE MATERIALLY DIFFERENT FROM THE EQUITY
VALUE ASSOCIATED WITH THE VALUATION ANALYSIS.
PGE OPERATES IN A HEAVILY GOVERNMENT REGULATED INDUSTRY.
CHANGES TO THE CURRENT REGULATORY ENVIRONMENT MAY HAVE A MATERIAL ADVERSE IMPACT
ON PGE'S ACTUAL RESULTS. REFER TO THE ENTIRETY OF SECTION VIII., "PORTLAND
GENERAL ELECTRIC COMPANY" AND SECTION XIV., "RISK FACTORS AND OTHER FACTORS TO
BE CONSIDERED" FOR FURTHER DISCUSSION ON THESE AND OTHER RISKS ATTENDANT WITH
PGE AND THE ELECTRIC UTILITY INDUSTRY.
C. LEGAL PROCEEDINGS
Certain of PGE and its subsidiaries are currently involved
either as plaintiffs or defendants in pending arbitrations or civil litigation.
Those matters that may be material to PGE's business are identified below. In
addition, certain of PGE and its subsidiaries are involved in regulatory or
administrative proceedings. Refer to Section IV.C, "Litigation and Government
Investigations" for further information.
1. UTILITY REFORM PROJECT, COLLEEN O'NEIL AND LLOYD K. MARBET V.
OREGON PUBLIC UTILITIES COMMISSION AND PORTLAND GENERAL ELECTRIC COMPANY. (NO.
SC S45653, SUPREME COURT, STATE OF OREGON; NO. 94C-10417, MARION COUNTY CIRCUIT
COURT NO. 94C-10417; OPUC UM989). The OPUC approved recovery of $250 million of
PGE's investment in Trojan and a return on the investment. Recovery was
occurring by amortization through 2011 plus a return on the unamortized balance
through that date. Numerous challenges, appeals and requested reviews were filed
in Marion County, Oregon Circuit Court, the Oregon Court of Appeals, and the
Oregon Supreme Court on the issue of the OPUC's authority under Oregon law to
grant recovery of and a return on the Trojan investment. The primary plaintiffs
in the litigation were the CUB and the URP. In June 1998, the Oregon Court of
Appeals ruled that the OPUC properly granted PGE recovery of its investment in
Trojan, but not a return on the investment during the amortization period and
remanded the case to the OPUC. PGE's petition for review to the Oregon Supreme
Court was granted in April 1999 as was the URP petition for review. While the
petitions for review of the 1998 Oregon Court of Appeals decision were pending
at the Oregon Supreme Court, PGE, CUB, and the staff of the OPUC entered into
agreements to settle the litigation. The URP challenged the settlement at the
OPUC. The
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settlement agreement was finally approved by the OPUC in March 2002. The URP has
appealed the OPUC decision on the settlement to the Marion County, Oregon
Circuit Court. On November 19, 2002 the Oregon Supreme Court dismissed the
petitions for review of the 1998 Court of Appeals decision filed by PGE and the
URP. As a result, the 1998 Oregon Court of Appeals opinion stands and the matter
was remanded to the OPUC. On November 7, 2003, the Marion County, Oregon Circuit
Court issued an opinion remanding the case to the OPUC for action to reduce
rates or order refunds. PGE intends to appeal.
2. PORTLAND GENERAL ELECTRIC V. INTERNATIONAL BROTHERHOOD OF
ELECTRICAL WORKERS, LOCAL NO. 125. (NO. 0205-05132, CIRCUIT COURT, MULTNOMAH
COUNTY, OREGON). PGE filed declaratory relief against the International
Brotherhood of Electrical Workers Local 125 ("IBEW") seeking a declaratory
ruling that the four grievances filed by the union seeking recovery of 401(k)
plan losses under the collective bargaining agreement are not subject to
arbitration. On August 14, 2003, the judge granted PGE's motion for summary
judgment finding those grievances are not subject to arbitration. The IBEW has
appealed the decision.
3. PORTLAND GENERAL ELECTRIC, ET AL. V. THE UNITED STATES OF
AMERICA, ET AL. (NO. C.A. 1:00-1425, SOUTHERN DISTRICT OF NEW YORK, C.A. NO.
1:98-2552, DISTRICT OF COLUMBIA, "CASE NO. 1425"). This is an action by PGE and
other Trojan owners to recover approximately $16 million from the USDOE for
assessments not authorized by fixed price contracts for enrichment of nuclear
fuel. A companion case filed in the U.S. Court of Claims has been dismissed.
4. DEPARTMENT OF WATER RESOURCES V. ACN ENERGY, ET AL., INCLUDING
PGE, ENRON POWER CORP., PG&E ENERGY SERVICES NKA ENRON ENERGY MARKETING CORP.
AND ENRON NORTH AMERICA, INC. (NO. 01 AS05497, SUPERIOR COURT, SACRAMENTO
COUNTY, CALIFORNIA). The State of California is seeking declaratory relief to
resolve all claims related to the governor's seizure of the block forward
contracts for energy delivery in January and February 2001. PGE filed a claim in
May 2001 with the California Victims Compensation Board to preserve its right to
collect approximately $70 million for energy sales to California. The State
refused to toll the statute of limitations on PGE's right to appeal the denial
of its claim by the Victims Compensation Board; therefore PGE filed a new
lawsuit against the State restating its claim. This suit has been consolidated
with the prior suit.
5. DREYER, GEARHART AND KAFOURY BROS., LLC V. PORTLAND GENERAL
ELECTRIC COMPANY (NO. 03C 10639, CIRCUIT COURT, MARION COUNTY, OREGON) AND
MORGAN V. PORTLAND GENERAL ELECTRIC COMPANY (NO. 03C 10639, CIRCUIT COURT,
MARION COUNTY, OREGON (IDENTICAL CASES HAVE ALSO BEEN FILED IN THE CIRCUIT COURT
OF MULTNOMAH COUNTY OREGON). On January 17, 2003, two class actions suits were
filed against PGE on behalf of two classes of electric service customers. The
Dreyer case seeks to represent current PGE customers that were customers during
the period from April 1, 1995 to October 1, 2001, and the Morgan case seeks to
represent PGE customers that were customers during the period from April 1, 1995
to October 1, 2001, but who are no longer customers. The suits seek damages of
$190 million for the Dreyer Class and $70 million for the Morgan Class, from the
inclusion of a return on investment of Trojan in the rates PGE charges its
customers. PGE has filed motions to dismiss both suits in both Circuit Courts.
The plaintiffs have withdrawn the Multnomah County suit.
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6. GORDON V. RELIANT ENERGY, INC., DUKE ENERGY TRADING &
MARKETING, ET AL. V. ARIZONA PUBLIC SERVICE COMPANY, ET AL. (IN RE: WHOLESALE
ELECTRICITY ANTITRUST CASES I & II) (NO. 02--990,1000, 1001, UNITED STATES
DISTRICT COURT, SOUTHERN DISTRICT OF CALIFORNIA; NO. 02-57200, UNITED STATES
COURT OF APPEALS, NINTH CIRCUIT). In late 2001, numerous individuals,
businesses, California cities, counties and other governmental agencies filed
class action lawsuits in California state court against various individuals,
utilities, generators, traders, and other entities alleging that activities
related to the purchase and sale of electricity in California in 2000-2001
violated California anti-trust and unfair competition law. The complaint seeks
restitution of all funds acquired by means that violate the law, payment of
treble damages and interest and penalties. In late April 2002, the defendant
parties filed a cross-complaint against PGE and other utilities, generators,
traders, and other entities not named in the cases, alleging that they
participated in the purchase and sale of electricity in California during
2000-2001 and seeking a complete indemnification and/or partial equitable
indemnity on a comparative fault basis for any liability that the court may
impose on the defendant parties. No specific dollar amount is claimed. The cases
were removed to federal court on December 13, 2002. The federal court granted
the plaintiffs' motions to remand to state court and to strike and/or sever
cross-complaints. The defendant parties appealed the remand to the Ninth Circuit
Court of Appeals. The Court of Appeals issued orders stating it had jurisdiction
to hear the appeal of the remand order and staying the remand order pending its
decision. The parties have agreed to an open extension of time until 30 days
after a ruling on jurisdiction is made.
7. PEOPLE OF THE STATE OF CALIFORNIA, EX REL. BILL LOCKYER,
ATTORNEY GENERAL V. PORTLAND GENERAL ELECTRIC COMPANY (NO. C-02-3318, UNITED
STATES DISTRICT COURT, NORTHERN DISTRICT OF CALIFORNIA). The Attorney General of
California filed a complaint alleging that PGE failed to comply with FERC's
approval requirements for its market-based sales of power in California. The
complaint does not specify damages; however it seeks fines and penalties under
the California Business and Professions Code for each sale from 1998 through
2001 above a capped price. In July 2002, PGE removed the case to federal
district court and filed a motion to dismiss on preemption grounds. The Attorney
General filed a motion with the district court to remand the case to state
court. The motion was denied and the Attorney General appealed the denial to the
Ninth Circuit and filed a motion to stay the district court. The district court
found the appeal frivolous and on March 25, 2003 granted the motion to dismiss
on preemption grounds. The Attorney General filed an appeal of the dismissal to
the Ninth Circuit. On September 26, 2003, PGE and the California Attorney
General, as part of PGE's settlement with the Staff of FERC and others related
to certain investigations and cases related to electricity prices in California
in 2000-2001, entered into a settlement agreement that resolves this case, along
with related non-public investigations by the California Attorney General. The
settlement has been submitted to FERC for approval. Refer to Section VIII.C.14.,
"FERC Investigation of Trading Activities" for further information.
8. CYBER-TECH, INC. V. PGE ET AL. (NO. 0305-05257, CIRCUIT COURT,
MULTNOMAH COUNTY, OREGON). Cyber-Tech, in the business of designing and
supplying industrial control handles and joysticks for commercial and personal
use, seeks recovery of approximately $4.3 million for property damage and lost
profits resulting from a disruption of power to its facility when PGE's
contractor, Henkles & McCoy, allegedly damaged PGE's underground electrical
equipment, which in turn caused the disruption of power. Another PGE contractor,
Locating
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Inc., is alleged to have improperly located the underground facilities. Tenders
of defense on behalf of PGE have been sent to both Henkles & McCoy and Locating,
Inc.
9. PORT OF SEATTLE V. AVISTA ET AL., INCLUDING PGE (NO. 03-1170,
UNITED STATES DISTRICT COURT, WESTERN DISTRICT OF WASHINGTON, SEATTLE DIVISION).
On May 21, 2003, the Port of Seattle, Washington filed a complaint against PGE
and sixteen other companies alleging violation of both the Sherman Act and RICO,
fraud, and, with respect to Puget Energy, Inc. and Puget Sound Energy, Inc.,
breach of contract. The complaint alleges that the price of electric energy
purchased by the Port between November 1997 and June 2001 under a contract with
Puget Sound Energy, Inc. was unlawfully fixed and artificially increased through
various actions alleged to have been undertaken in the Pacific Northwest power
markets among the defendants and ENE, EES, ENA, EPMI, and others. The complaint
alleges actual damages of $30.5 million suffered by the Port and seeks recovery
of that amount, plus punitive damages and reasonable attorney fees. PGE, along
with other defendants, filed with the Judicial Panel on Multidistrict Litigation
a notice of tag-along action on June 17, 2003. Port of Seattle, Puget Energy,
Inc., Pugent Sound Energy, Inc., and PacificCorp are opposed to the notice. PGE
joined in a motion to dismiss on federal preemption and filed rate doctrine
grounds.
10. REMINGTON ET AL. V. NORTHWESTERN ENERGY, LLC (NO. DV 03-88,
2ND JUDICIAL DISTRICT, SILVER BOW COUNTY, MONTANA). On May 5, 2003, Robert and
Julie Remington and forty-eight other individuals, unions, and businesses filed
a suit against PGE and the other owners, designers and operators of the Colstrip
coal-fired electric generation plants in Montana alleging that holding and
settling ponds at the Colstrip Project have leaked and contaminated groundwater.
The plaintiffs allege nuisance, trespass, unjust enrichment, fraud, and
negligence, and seek a declaratory judgment of nuisance and trespass, an order
that the nuisance be abated, and an unspecified amount for damages, disgorgement
of profits, and punitive damages.
11. CALIFORNIA ELECTRICITY REFUND PROCEEDING (FERC DOCKET #
EL00-95). In a June 19, 2001 order adopting a price mitigation program for 11
states within the WSCC area, FERC referred the issue of refunds for spot market
sales made from October 2, 2000 through June 20, 2001 to a settlement judge. On
July 25, 2001, FERC issued an order establishing the scope of and methodology
for calculating refunds related to non-federally mandated transactions in the
spot markets operated by the ISO and the PX. PGE's potential refund obligation,
using FERC methodology, is estimated to be in the range of $20 million to $30
million. On March 26, 2003, FERC issued an order modifying the methodology it
had previously ordered for the pricing of natural gas in calculating the amount
of potential refunds. Although further proceedings will be necessary to
determine exactly how the new methodology will affect the refund liability, PGE
now estimates its potential liability to be between $20 million and $50 million.
PGE joined a group of utilities in filing a request for rehearing of various
aspects of the March 26, 2003 order, including the pricing of the gas cost
component of the proxy price from which refunds are to be calculated. The FERC
issued an order affirming the new methodology on October 16, 2003.
12. PACIFIC NORTHWEST REFUND PROCEEDING (FERC DOCKET # EL01-10).
Refer to Section IV.C.1.e(i)(C)(2), "Puget Sound Energy Inc. v. All
Jurisdictional Settlers of Energy et al., including EPMI, as well as PGE. Docket
No. EL01-10 et seq., (Pacific Northwest Refund Proceeding)" for further
information.
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13. OREGON PUBLIC UTILITY COMMISSION STAFF REPORT ON TRADING
ACTIVITIES. On April 29, 2003, the Staff of the OPUC issued a draft report in
which it recommended that the OPUC affirm that it will hold harmless the
customers of PGE in the event any penalties are imposed by FERC or any other
authority investigating PGE's trading activities and that the OPUC open a formal
investigation of PGE's trading activity in 2000-01. On June 12, 2003, the OPUC
delayed any decision on commencing an investigation of PGE's trading activities
until after FERC has substantially completed its inquiry of PGE trading
activities. On September 26, 2003, PGE and OPUC, as part of PGE's settlement
with the Staff of FERC and others related to certain investigations and cases
related to electricity prices in California in 2000-2001, entered into a
settlement agreement that resolves any issues related to this investigation. The
settlement has been submitted to FERC for approval. Refer to Section VIII.C.14.,
"FERC Investigation of Trading Activities" for further information.
14. FERC INVESTIGATION OF TRADING ACTIVITIES. In early May 2002,
ENE provided memos to FERC that contained information indicating that ENE,
through its subsidiary EPMI, may have engaged in several types of trading
strategies that raised questions regarding potential manipulation of electricity
and natural gas prices in California in 2000-2001. In August 2002, FERC
initiated investigations into instances of possible misconduct by PGE and
certain other companies. In Docket No. EL02-114-000, FERC ordered investigation
of PGE and EPMI related to possible violations of their codes of conduct, FERC's
standards of conduct, and the companies' market-based rate tariffs. In the
order, FERC established October 15, 2002 as the "refund effective date." If PGE
were to lose its market-based rate authority, purchasers of electric energy from
PGE at market-based rates after the refund effective date could be entitled to a
refund of the difference between the market-based rates and cost-based rates
deemed just and reasonable by FERC. On September 26, 2003, PGE entered into a
settlement agreement with the Staff of FERC, the California Attorney General,
the California Public Utilities Commission, the City of Tacoma, Washington, OPUC
and numerous other parties resolving this investigation and related cases and
investigations. The settlement requires PGE to pay $8.5 million and file an
amendment to its FERC market-based rates tariff that imposes a cost-based cap on
prices charged for wholesale electricity sales for a period of twelve months,
but does not require any refunds. PGE also agreed to conduct annual training for
its trading floor employees on code of conduct, standards of conduct, antitrust
and ethics, and to retain for five years recordings of affiliate trading
transactions, affiliate postings and related accounting records. The settlement
provides that it will not be deemed an admission of fault or liability by PGE
for any reason and implies no admission or fault by PGE. The settlement has been
submitted to FERC for approval.
15. CHALLENGE OF THE CALIFORNIA ATTORNEY GENERAL TO MARKET-BASED
RATES. Refer to Section IV.C.1.e(i)(C)(6), "Challenge of the California Attorney
General to Market-Based Rates" for further information.
16. SHOW CAUSE ORDER. On June 25, 2003, FERC voted to require over
50 entities, including PGE, that participated in the western U.S. wholesale
power market in 2000 and 2001 to show cause why their participation in specific
behaviors and activities during that time period did not constitute gaming in
violation of tariffs issued by the ISO and the PX. The ISO was ordered to
provide data on each entity's behaviors and activities within 21 days from the
date of the order. On August 27, 2003, PGE and FERC trial staff filed a
settlement with the
398
Administrative Law Judge and requested that the settlement be certified to the
FERC. The settlement requires PGE to pay $12,730 as revenue received in one
identified behavior. This settlement is one of numerous such settlements by the
entities being investigated. All of the settlements have been contested by
certain parties to the proceeding. Refer to Section IV.C.1.e(i)(A)(4), "American
Electric Power Services Corp., et al., Docket Nos. EL03-137-000, et al." for
further information.
17. PEOPLE OF THE STATE OF MONTANA, EX REL. MIKE MCGRATH, ATTORNEY
GENERAL OF THE STATE OF MONTANA, ET AL. V. WILLIAMS ENERGY MARKETING AND TRADING
COMPANY, ET AL. INCLUDING EESI, EPMI AND PGE, MONTANA FIRST JUDICIAL DISTRICT,
LEWIS AND CLARK COUNTY. On June 30, 2003 the Montana Attorney General filed a
complaint in Montana state court against PGE and numerous named and unnamed
generators, suppliers, traders, and marketers of electricity and natural gas in
Montana. The complaint alleges unfair and deceptive trade practices in violation
of the Montana Unfair Trade and Practices and Consumer Protection Act,
deception, fraud and intentional infliction of harm arising from various actions
alleged to have been undertaken in the western wholesale electricity and natural
gas markets during 2000 and 2001. The relief sought includes injunctive relief
to prohibit the unlawful practices alleged, treble damages, general damages,
interest, and attorney fees. No monetary amount is specified. This case was
removed to federal district court and a subsequent filing with the Judicial
Panel on Multidistrict Litigation is pending. Montana has filed a motion for
remand.
18. ISO AND PX RECEIVABLE. As of March 31, 2003, PGE was owed
approximately $62 million from the ISO and the PX for wholesale electricity
sales made from November 2000 through February 2001. PGE estimates that the
majority of this amount was for sales by the ISO and PX to Southern California
Edison Company and PG&E. On March 9, 2001, PX filed for bankruptcy, and on April
6, 2001, PG&E also filed for bankruptcy relief. PGE is pursuing collection of
all past due amounts through the PX and PG&E bankruptcy proceedings, and has
filed a proof of claim in each case. PGE is examining its options with regard to
collection of any amounts not ultimately received through the bankruptcy
process. To the extent that PGE is found liable for refunds in the FERC
California Refund proceeding, PGE will be entitled to offset that amount against
the $62 million receivable.
19. FERC BIDDING INVESTIGATION. On June 25, 2003, FERC issued an
order initiating an investigation into anomalous bidding in the California
markets. PGE submitted responses on July 24, 2003 and August 11, 2003 and is
continuing its analysis of bid data relevant to the investigation. Refer to
Section IV.C.2.b(iii)., "FERC Bidding Investigation" for further information
about the investigation.
D. DESCRIPTION OF CAPITAL STOCK, BOARD OF DIRECTORS AND DIRECTOR AND
OFFICER INDEMNIFICATION
The information set forth below is summarized from PGE's
Articles of Incorporation, as amended. The statements and description
hereinafter contained do not purport to be complete and are qualified in their
entirety by references to the Articles of Incorporation.
1. CAPITAL STOCK
399
a. COMMON STOCK. PGE currently has outstanding
42,758,877 shares of common stock, par value of $3.75 per share, all of which
are owned by ENE. Upon satisfaction of the conditions for distribution of PGE
Common Stock to the Creditors pursuant to the Plan, as described in Section I.,
"Overview of Chapter 11 Plan", such existing common stock of PGE held by ENE
will be cancelled, and the new PGE Common Stock will be issued.
b. PREFERRED STOCK. PGE currently has outstanding
279,727 shares of its 7.75% Series Cumulative Preferred Stock, no par value. The
outstanding preferred stock has a voluntary and involuntary liquidation
preference of $100.00 per share, and pays a dividend of $7.75 per share
quarterly on the 15th of January, April, July and October. It is redeemable only
by operation of a sinking fund that requires the annual redemption of 15,000
shares at $100 per share, plus all accrued and unpaid dividends, each year
commencing on June 15, 2002 for five years, with all remaining shares to be
redeemed on June 15, 2007. At its option, PGE may redeem, through the sinking
fund, an additional 15,000 shares each year, but such optional redemption is not
cumulative and does not reduce any subsequent mandatory redemption. The sinking
fund may be satisfied in whole or in part by crediting shares purchased by PGE
in the open market or otherwise. The 7.75% Series Cumulative Preferred Stock
generally has no voting rights but may, in certain circumstances, vote to elect
a limited number of PGE directors. Such preferred stock will remain outstanding
upon the issuance of the PGE Common Stock to the Creditors. PGE also has the
right, with the approval of its board of directors, to issue additional series
of preferred stock. Such preferred stock will remain outstanding upon the
issuance of the PGE Common Stock to the Creditors.
c. LIMITED VOTING JUNIOR PREFERRED STOCK. On September
30, 2002, a single share of a new class of Limited Voting Junior Preferred Stock
was issued by PGE to an independent party. The new class of stock, created by an
amendment to PGE's Articles of Incorporation, was issued following approval by
the Bankruptcy Court on September 12, 2002, the DIP Lenders, the OPUC, and PGE's
board of directors.
The Limited Voting Junior Preferred Stock has a par value of
$1.00, no dividend, a liquidation preference to PGE's common stock as to par
value but junior to existing preferred stock, an optional redemption right, and
certain restrictions on transfer. The Limited Voting Junior Preferred Stock also
has voting rights, which limit, subject to certain exceptions, PGE's right to
commence any voluntary bankruptcy, liquidation, receivership, or similar
proceedings without the consent of the holder of the share of Limited Voting
Junior Preferred Stock. The consent of the holder of the share of Limited Voting
Junior Preferred Stock will not be required if the reason for the bankruptcy or
similar event is to implement a transaction pursuant to which all of PGE's debt
will be paid or assumed without impairment. Such preferred stock will remain
outstanding upon the issuance of PGE Common Stock to the Creditors.
2. PGE BOARD OF DIRECTORS
On the Effective Date, PGE's board of directors will consist
of individuals designated by the Debtors (after consultation with the Creditors'
Committee), all of which shall be disclosed prior to the Confirmation Hearing.
In the event that, during the period from the Confirmation Date up to and
including the Effective Date, circumstances require the substitution of one (1)
or more persons selected to serve, the Debtors shall file a notice thereof with
the
400
Bankruptcy Court and, for purposes of section 1129 of the Bankruptcy Code, any
such replacement person, designated after consultation with the Creditors'
Committee, shall be deemed to have been selected or disclosed prior to the
Confirmation Hearing. Thereafter, the terms and manner of selection of directors
of PGE shall be as provided in PGE's certificate of incorporation and bylaws, as
the same may be amended.
3. INDEMNIFICATION
PGE is organized under the laws of the State of Oregon. Under
PGE's Articles of Incorporation, PGE will indemnify directors and officers of
PGE to the fullest extent permitted by the Oregon law. Expenses incurred by a
director or officer in connection with an indemnifiable claim will be addressed
by PGE provided that such director or officer will obligate himself/herself to
repay such advance to the extent it is ultimately determined that such director
or officer was not entitled to indemnification. PGE is authorized to provide the
same indemnification protections to employees and agents.
PGE has procured Directors and Officers liability insurance
for wrongful acts. This is an indemnity policy for the corporation to protect it
against liability assumed or incurred under the above indemnification
provisions, including defense provisions, on behalf of the directors and
officers. The directors and officers are thus indemnified against loss arising
from any civil claim or claims by reason of any wrongful act done or alleged to
have been done while acting in their respective capacities as directors or
officers. The policy excludes claims brought about or contributed to by
dishonest, fraudulent, criminal, or malicious acts or omissions by directors or
officers. The policy covers the directors and officers of PGE against certain
liabilities, including certain liabilities arising under the Securities Act,
which might be incurred by them in such capacities and against which they cannot
be indemnified by PGE.
E. EQUITY COMPENSATION PLAN
Following confirmation of the Plan, in order to attract,
retain and motivate highly competent persons as key employees and/or directors
of PGE, PGE expects to adopt a long-term equity incentive compensation plan
providing for awards to such individuals. It is anticipated that the
Compensation Committee of PGE's Board of Directors will determine the specific
terms of any grants made under such plan and will provide grants of awards
designed to focus equity compensation on performance and alignment with
shareholders interests; provided, however, that shares reserved for the plan
will not exceed 7.5% of the PGE Common Stock to be issued pursuant to the Plan,
with projected annual share usage under the plan not exceeding 2%.
IX. CROSSCOUNTRY ENERGY CORP.
CAPITALIZED TERMS USED THROUGHOUT THIS DISCLOSURE STATEMENT ARE DEFINED IN
APPENDIX A: "MATERIAL DEFINED TERMS FOR ENRON DISCLOSURE STATEMENT" ATTACHED
HERETO.
A. BUSINESS
1. GENERAL DEVELOPMENT OF BUSINESS
401
On September 25, 2003, the Bankruptcy Court entered an order
approving a transaction that would transfer ENE's direct and indirect ownership
interests in the Pipeline Businesses and certain service companies to a new
holding company called "CrossCountry Energy Corp." The direct and indirect
interests in the Pipeline Businesses and related service companies owned by ENE
and certain of its affiliates will be exchanged for shares of common stock in
CrossCountry pursuant to the terms of the CrossCountry Contribution and
Separation Agreement entered into on June 24, 2003. The closing of the
transactions contemplated by the CrossCountry Contribution and Separation
Agreement is expected to occur in the fourth quarter of 2003. Refer to Section
IX.F., "Certain Relationships and Related Transactions" for further information.
CrossCountry's principal assets will, upon closing of the
formation transactions, consist of the following:
- A 100% ownership interest in Transwestern, which owns
an approximately 2,600-mile interstate natural gas
pipeline system that transports natural gas from
western Texas, Oklahoma, eastern New Mexico, the San
Juan basin in northwestern New Mexico and southern
Colorado to California, Arizona, and Texas markets.
Transwestern's net income for the year ended December
31, 2002 was $20.7 million.
- A 50% ownership interest in Citrus, a holding company
that owns, among other businesses, Florida Gas, a
company with an approximately 5,000-mile natural gas
pipeline system that extends from southeast Texas to
Florida. An affiliate of CrossCountry operates Citrus
and certain of its subsidiaries. Citrus's net income
for the year ended December 31, 2002 was $96.6
million, 50% of which, or $48.3 million, comprised
ENE's equity earnings. CrossCountry is expected to
hold its interest in Citrus through its wholly owned
subsidiary, CrossCountry Citrus Corp.
- A 100% interest in Northern Plains, which directly or
through its subsidiaries holds 1.65% out of an
aggregate 2% general-partner interest and a 1.06%
limited-partner interest in Northern Border Partners,
a publicly traded limited partnership (NYSE: NBP),
that is a leading transporter of natural gas imported
from Canada to the midwestern United States. Pursuant
to operating agreements, Northern Plains operates
Northern Border Partners' interstate pipeline
systems, including Northern Border Pipeline,
Midwestern, and Viking. Northern Border Partners also
has (i) extensive gas gathering operations in the
Powder River Basin in Wyoming, (ii) natural gas
gathering, processing and fractionation operations in
the Williston Basin in Montana and North Dakota, and
the western Canadian sedimentary basin in Alberta,
Canada, and (iii) ownership of the only coal slurry
pipeline in operation in the United States. Northern
Border Partners' net income for the year ended
December 31, 2002 was $113.7 million, of which $9.1
million comprised ENE's equity earnings.
402
CROSSCOUNTRY OWNERSHIP STRUCTURE AFTER CONTRIBUTION OF PIPELINE BUSINESSES
(GRAPH)
---------------------
CrossCountry
---------------------
|
|
-------------------------------------------------------
| | |
| 100% | 100% | 100%
- ------------- ---------- ------------------------
Transwestern Northern -----| CrossCountry
Holding Plains | Citrus Corp.
- ------------- ---------- | ------------------------
| | | |
| 100% | 100% | GP | 50%
- ------------- ---------- | (1%) -----------------
Transwestern Pan Border ---| | Citrus
- ------------- ---------- | |
| | -----------------
GP | | |
(65%) | | | 100%
------------- | | ----------------------------
Northern | | | | |
Border ---| | | | |
Partners -----| ------- -------- --------
------------- Florida Citrus Citrus
Gas Energy Trading
Services
------- -------- --------
The Pipeline Businesses primarily provide natural gas
transportation services to their customers through an extensive North American
pipeline infrastructure. The Pipeline Businesses own or operate interstate
pipelines that have a combined daily throughput capacity of approximately 8.5
TBtu/d (8.6 TBtu/d after completion of Florida Gas Phase VI Expansion described
below) spanning approximately 9,900 miles and accessing many of the major gas
supply and market growth-oriented regions in North America.
The interstate Pipeline Businesses provide firm and
interruptible transportation services to third-party shippers, as well as hub
services, which allow customers the ability to park or borrow volumes of gas on
a pipeline. Firm shippers that contract for the stated transportation rate are
obligated to pay a monthly demand charge, regardless of the amount of natural
gas they actually transport, for the term of their contracts. Interruptible
transportation service is transportation of natural gas in circumstances where
capacity is available after satisfying firm service demands. If weather,
maintenance schedules and other conditions allow, the interstate Pipeline
Businesses provide interruptible transportation service. The interstate Pipeline
Businesses do not own the gas that they transport and therefore do not assume
natural gas commodity price risk for quantities transported. The Pipeline
Businesses, however, assume limited price risk for volumes provided by customers
as fuel reimbursement pursuant to FERC tariffs.
Following the closing of the formation transactions,
CrossCountry will reflect its investments in Citrus and Northern Border Partners
under the equity method of accounting. Accordingly, CrossCountry will report its
share of Citrus's and Northern Border Partners'
403
earnings as "Equity in Earnings" in its Consolidated Statement of Operations in
the period in which such earnings are reported by Citrus and Northern Border
Partners.
The following map shows facilities to be owned or operated by
CrossCountry after the contribution of the Pipeline Businesses.
[MAP]
CrossCountry's executive offices are located at 1400 Smith
Street, Houston, Texas 77002 and its telephone number is 713-853-6161.
a. BUSINESS STRATEGY. CrossCountry's business strategy
will be comprised of two major components. First, CrossCountry plans to seek out
new pipeline gathering, processing or storage projects to match its customers'
future needs and to provide supply optionality. CrossCountry will undertake such
expansion projects when they are adequately backed by capacity contract
commitments that result in reasonable returns being earned. Second, CrossCountry
plans to seek out acquisitions that are immediately accretive to both cash flow
and income. In executing its business strategy, CrossCountry plans to operate
its pipeline, gathering and processing businesses in compliance with all
applicable regulations to assure the safe operations of its pipeline systems,
and will aim to provide reliable services at a reasonable cost.
CrossCountry should be well-positioned to implement its
planned strategy, but will face risks both specific to its assets and general to
the markets and geographic regions in which it will operate. In addition to
Bankruptcy Court approval, the transfer of the Pipeline Businesses and
distribution of CrossCountry Common Stock to Creditors may require consent of
other parties. Refer to Section XIV.H., "CrossCountry" for further information
on risk factors that should be carefully considered.
(i) EXPANSIONS. The interstate Pipeline
Businesses have a history of expanding their pipeline systems to meet growth in
market demand and to increase customers'
404
access to additional natural gas supplies. These expansions not only provide the
individual interstate Pipeline Businesses with additional net income and cash
flow, but also are important factors in maintaining and enhancing their market
positions. Historically, the interstate Pipeline Businesses have undertaken
expansions when they are backed by long-term firm contract commitments. Refer to
Section XIV.H.1.a., "Execution of Growth Strategy" for further information.
Since 1992, Transwestern has added and expanded various
pipeline segments, including the construction of a 520 BBtu/d San Juan lateral
and the expansion of its mainline capacity at a cost of $270 million. In
addition, Transwestern added: (i) 330 BBtu/d of capacity off the eastern portion
of its system at a cost of $10.1 million; (ii) 420 BBtu/d of capacity from
Blanco (a point in New Mexico) to Thoreau (a point in New Mexico) at a cost of
$26.0 million; (iii) 200 BBtu/d of capacity from Ignacio (a point in Colorado)
to Blanco at a cost of $7.3 million; and (iv) 120 BBtu/d of capacity on its
mainline west segment (Arizona and California delivery) at a cost of $69.7
million.
Since 1995, Florida Gas has completed, or is in the process of
completing, four major expansion projects. These expansion projects, which have
cost $1.8 billion, have increased delivery capacity to the Florida market by
approximately 1.3 TBtu/d.
Since 1992, Northern Border Pipeline completed three expansion
projects at a cost of $1.1 billion, which extended its system from Ventura, Iowa
into Illinois and Indiana and added 1.6 TBtu/d of capacity to various parts of
its system.
CrossCountry anticipates that it will undertake future
strategic expansions of the interstate Pipeline Businesses' pipeline systems to
maintain and enhance its market position. Refer to Sections IX.A.2.a.,
"Transwestern" and IX.A.2.b., "Citrus" for further information.
(ii) ACQUISITIONS. As a result of favorable tax
advantages afforded master limited partnerships and the incentive distribution
provisions of Northern Border Partners' partnership agreement, CrossCountry
anticipates that Northern Border Partners will serve as one of CrossCountry's
principal vehicles for the future acquisition of energy assets. Refer to Section
XIV.H.1.a., "Execution of Growth Strategy" for further information.
Under the incentive distribution provisions of the Northern
Border Partners partnership agreement, the general partners are entitled to
incentive distributions if the amount distributed in any quarter exceeds $0.605
per common unit ($2.42 per common unit annualized). The general partners are
entitled to 15% of amounts distributed in excess of $0.605 per common unit, 25%
of amounts distributed in excess of $0.715 per common unit ($2.86 per common
unit annualized) and 50% of amounts distributed in excess of $0.935 per common
unit ($3.74 per common unit annualized). Thus, acquisitions that meet the
investment criteria of Northern Border Partners and are accretive to Northern
Border Partners' cash flows could offer CrossCountry attractive yields if these
acquisitions enable Northern Border Partners to increase its quarterly
distributions.
Over the past three years Northern Border Partners has
increased its quarterly distribution per common unit by 23% from $0.65 per
common unit to $0.80 per common unit.
405
Over the same time period, Northern Border Partners has made acquisitions
totaling $920 million. These acquisitions include 100% of the stock of
Midwestern and Viking, including a one-third interest in Guardian and extensive
gathering and processing facilities in the Rocky Mountain area.
Transwestern and Florida Gas have historically made
acquisitions to meet market growth and gain access to gas supplies. Since 1995,
Transwestern acquired the Ignacio to La Plata pipeline capacity for $20.6
million and Florida Gas acquired supply line facilities in the Mobile Bay area
for $49.4 million.
b. EMPLOYEES AND PIPELINE SERVICES. As of September 30,
2003, the proposed consolidated subsidiaries of CrossCountry (Transwestern, Pan
Border, Transwestern Holding, Northern Plains, CGNN, CrossCountry Citrus Corp.,
and NBP Services) had 785 full-time employees, none of whom were represented by
unions or covered by collective bargaining agreements. In addition, Citrus,
Florida Gas, Citrus Trading and certain subsidiaries of Northern Border Partners
have their own employees.
It is anticipated that CrossCountry and ENE will enter into a
Transition Services Agreement and a Transition Services Supplemental Agreement
in connection with the formation of CrossCountry, pursuant to which ENE will
provide to CrossCountry, on an interim, transitional basis, certain
administrative, technology and other services. Refer to Section IX.F., "Certain
Relationships and Related Transactions" for further information.
CGNN provides certain administrative and operating services to
the Pipeline Businesses. These services include environmental, right-of-way,
safety, information technology, accounting, planning, finance, procurement,
accounts payable, human resources, and legal services. Each of the Pipeline
Businesses reimburses CGNN for its costs for rendering these services, depending
on the service provided to such pipeline. Costs may be billed based upon
dedicated headcount, time spent providing the service, miles of pipeline,
payroll, assets, margins, and/or overall headcount.
EOS or its affiliates, including CGNN, provides services to
Citrus and its subsidiaries under an operating agreement originally entered into
between an ENE affiliate and Citrus. The primary term of the operating agreement
expired on June 30, 2001; however, services continue to be provided pursuant to
the terms of the operating agreement. Under this arrangement, Citrus reimburses
the service provider for costs attributable to the operations of Citrus and its
subsidiaries. There can be no assurance that the parties will continue to
perform under this arrangement.
Northern Plains provides operating services to the Northern
Border Partners pipeline system pursuant to operating agreements entered into
with Northern Border Pipeline, Midwestern, and Viking. Under these agreements,
Northern Plains manages the day-to-day operations of Northern Border Pipeline,
Midwestern, and Viking, and is compensated for the salaries, benefits, and other
expenses it incurs. Northern Plains also utilizes ENE affiliates for
administrative and operating services related to Northern Border Pipeline,
Midwestern, and Viking.
406
NBP Services provides certain administrative and operating
services for Northern Border Partners and its gas gathering and processing and
coal slurry businesses. NBP Services is reimbursed for its direct and indirect
costs and expenses pursuant to an administrative services agreement with
Northern Border Partners. NBP Services also utilizes ENE affiliates to provide
these services.
2. NARRATIVE DESCRIPTION OF BUSINESS
a. TRANSWESTERN. Transwestern owns and operates an
approximately 2,600-mile interstate natural gas pipeline system with diameters
ranging from twelve inches to thirty inches, and approximately 350 miles of
small diameter branchlines. The Transwestern pipeline system transports natural
gas from western Texas, Oklahoma, eastern New Mexico, and the San Juan basin in
northwestern New Mexico and southern Colorado primarily to California and
southwest markets and to markets off the east end of its system. The
Transwestern pipeline system consists of mainlines that stretch from west Texas
and Oklahoma to the California border. In addition, Transwestern has a major
supply lateral from its mainline facilities at Thoreau, New Mexico into the San
Juan basin. The Transwestern pipeline system has bi-directional flow capability
from the San Juan basin eastward to interconnects with interstate pipelines
serving the mid-continent markets and Texas intrastate pipelines. The
Transwestern pipeline system has approximately 360 receipt and delivery points
in California, Arizona, Colorado, New Mexico, Oklahoma, and Texas. It also has
29 mainline and lateral compressor stations. The maximum allowable operating
pressure of the mainline ranges from 1,000 to 1,200 psig.
In 2003, Transwestern's total revenues are projected to be 85%
from fixed sources (i.e., demand charges, which are fixed charges for
transportation services that are paid even if no service is taken by the
customer) and 15% from variable sources of revenues (including operational gas
sales and transportation commodity charges, which are charges assessed on each
unit of transportation provided).
Transwestern's business plan contemplates managing the
quantity of line pack gas to maintain safe and efficient operations. "Line pack
gas" refers to the volume of gas in a pipeline system used to maintain pressure
and effect uninterrupted flow of gas to customers. Transwestern makes
operational gas available for sale when reduced line pack is appropriate for
system operations. A primary source of the operational gas available for sale is
gas provided to Transwestern by its shippers as reimbursement for compressor
fuel usage. When, due to throughput conditions, flow direction or operating
efficiencies, Transwestern is able to consume less fuel than retained, such gas
remains in the line pack and, if not needed for operations, becomes available
for sale. Transwestern's FERC-approved tariff specifies the fuel quantity for
each segment of the system as a fixed percentage of a shipper's transportation
quantities. Operational sales comprised approximately 18% of revenues in 2001
and 14% of revenues in 2002 and are projected to constitute approximately 10% of
revenues in 2003.
(i) EXPANSIONS. Transwestern placed its Red Rock
expansion, serving markets in California and Arizona, in-service as of June 15,
2002. Transwestern's pipeline capacity (including both eastward and westward
flow) after the completion of the Red
407
Rock expansion is approximately 2 TBtu/d, and the total horsepower from all
compressor stations is approximately 330,500 hp.
In August 2001, Transwestern conducted an open season to
solicit interest in a project to construct a lateral line extending from the
Transwestern mainline 176 miles south to serve growing gas markets in the
Phoenix, Arizona area. The original project also contemplated San Juan and
mainline expansions. Transwestern received non-binding bids for over 440 BBtu/d
for the Phoenix lateral pipeline. Many of the potential bidders are parties to
an ongoing FERC allocation dispute on El Paso Natural Gas's pipeline system in
FERC Docket No. RP00-336. Due to delays in this proceeding, several of the
bidders have been unable to finalize their firm bids for a Transwestern Phoenix
lateral pipeline. Transwestern continues to believe that such a proposed
expansion project is important and economically viable to be placed into service
in 2007; however, no assurances can be given that the project will be completed.
In March 2003, Transwestern conducted an open season to
solicit interest in the expansion of the San Juan lateral pipeline from the
Blanco Hub to the mainline from its current capacity of approximately 860
BBtu/d. Transwestern received non-binding bids requesting approximately 750
BBtu/d of capacity. Current project plans call for the completion of binding
agreements during the second half of 2003, filing of a FERC certificate in the
first quarter of 2004, construction in late 2004, and a projected in-service
date in July 2005. The proposed 375 BBtu/d expansion will include looping of
existing pipeline segments and additional horsepower at existing compressor
stations.
(ii) CUSTOMERS. Transwestern's pipeline capacity,
as of July 1, 2003, was held by producers (45%), local distribution companies
(31%), marketing companies (21%), and end-users (3%). Currently, Transwestern's
pipeline capacity for both west and east flow is subscribed under a combination
of short- and long-term contracts. Historically, approximately 90% of the
volumes scheduled on the Transwestern pipeline system has been on a firm
transportation basis.
Transwestern's largest customers in 2002 were Southern
California Gas Company, PG&E, and BP Energy Company. Southern California Gas
Company accounted for 29.4% of Transwestern's transportation revenues under
transportation agreements with terms that extend through October 31, 2005. PG&E
accounted for 9.7% of Transwestern's transportation revenues, and BP Energy
Company accounted for 9.0% of Transwestern's transportation revenues. Refer to
Section XIV.H.1.e., "Concentrated Gas Transportation Revenues" for further
information.
Transwestern's capacity is subscribed at a high level through
October 31, 2005, with significant contract expirations timed to coincide at or
near Transwestern's next rate case in 2006. In 2003, Transwestern's mainline
west segment is expected to account for approximately 70% of Transwestern's firm
transportation revenues. As of July 1, 2003, approximately 94% of Transwestern's
firm capacity for its mainline west segment was under contract through January
1, 2004, 90% through January 1, 2005, 76% through January 1, 2006 and 40%
through the end of 2006. In 2003, Transwestern's San Juan lateral segments are
expected to account for approximately 20% of Transwestern's firm transportation
revenue. As of July 1, 2003, approximately 100% of Transwestern's firm capacity
for its San Juan lateral segments was under
408
contract through January 1, 2004, 99% through January 1, 2005, 88% through
January 1, 2006 and 47% through the end of 2006. In addition, Transwestern has
significant firm contracts for eastward flow to markets in Texas and Oklahoma,
but historically these contracts have not been on a long-term basis.
Approximately 100% of eastward flow firm capacity is under contract through
2004. Refer to Section XIV.H.1.d: "Maintenance and Expiration of Transportation
Service Agreements" for further information.
In 2001, the California power market was significantly
impacted by the increase in wholesale prices. On April 6, 2001, PG&E filed for
bankruptcy protection under chapter 11 of the Bankruptcy Code. This event had no
material impact on the financial position or results of operations of
Transwestern for the year ended December 31, 2002. Transwestern continues to
provide transportation services to PG&E on a prepayment basis. CrossCountry
cannot predict the final outcome of this situation or the uncertainties
surrounding the California power situation. However, CrossCountry does not
anticipate that these matters will have a material adverse impact on
Transwestern's financial position or results of operations.
(iii) SUPPLY. The Transwestern pipeline system has
access to three significant supply basins for its gas supply: (1) the San Juan
basin in northwestern New Mexico and southern Colorado, (2) the Permian basin in
western Texas and eastern New Mexico, and (3) the Anadarko basin in the Texas
and Oklahoma Panhandles. Additionally, the Transwestern pipeline system can
access gas from the Rocky Mountain basin through its pipeline interconnections.
Through its San Juan lateral pipeline, the Transwestern
pipeline system is capable of delivering gas from the San Juan basin to
California, Arizona, New Mexico, and southern Nevada markets, as well as to
markets off the east end of its system. This bi-directional flow capability was
added in 1996 to increase system flexibility and utilization. New in-fill
drilling programs approved by the New Mexico Oil Conservation Division for the
San Juan basin and new Rockies production are also expected to increase
Transwestern's San Juan lateral utilization. The Transwestern pipeline system
can also supplement the San Juan basin production with gas supply from the Rocky
Mountain basin via its interconnects with Northwest Pipeline Corporation, which
is owned by The Williams Companies, and the TransColorado Gas Transmission
Company, which is owned by Kinder Morgan, Inc. These two interconnects combine
to provide the Transwestern pipeline system with approximately 500 BBtu/d of
access to Rocky Mountain supplies. Since 2000, Transwestern has added five (5)
new receipt interconnects in its East of Thoreau area: (1) an approximately 80
BBtu/d interconnect with Natural Gas Pipeline Company; (2) an approximately 20
BBtu/d interconnect with EOG Resources; (3) an approximately 40 BBtu/d
interconnect with El Paso Field Services; (4) an approximately 120 BBtu/d
interconnect with Agave Energy Company; and (5) an approximately 150 BBtu/d
interconnect with NNG. In addition, a new approximately 50 BBtu/d interconnect,
as well as an approximately 100 BBtu/d expansion of an existing interconnect,
with Red Cedar Gathering, were completed in the San Juan basin area in 2001.
In June 2003, the bi-directional Rio Puerco interconnect with
Public Service Company of New Mexico was expanded by approximately 50 BBtu/d.
This dual purpose point allows Transwestern to receive more San Juan gas supply
from Public Service Company of New Mexico in the summer and increase deliveries
to it during peak winter months.
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In July 2003, Transwestern completed the facilities necessary
to provide shippers direct access to underground storage capacity. This 2 TBtu
storage facility, owned by UnoCal Keystone Gas Storage, LLC, has the ability to
deliver to Transwestern or receive from Transwestern up to 100 BBtu/d.
b. CITRUS. Citrus serves as the holding company for
Florida Gas, Citrus Trading, and Citrus Energy Services. The Florida Gas
pipeline system currently extends for approximately 5,000 miles from southeast
Texas through the Gulf Coast region of the United States to southeastern
Florida, with a pipeline also extending to the west coast of Florida, including
the Tampa, St. Petersburg, and Ft. Myers areas. The Florida Gas pipeline system
includes 29 mainline and field compressor stations with approximately 487,980 hp
of compression (approximately 507,000 hp of compression upon the completion of
the Phase VI Expansion). Florida Gas's pipeline system is designed to transport
approximately 2.1 TBtu/d of natural gas to the State of Florida during periods
of peak demand.
Florida Gas has two marketing regions: the Western Division,
representing Texas, Louisiana, Mississippi and Alabama, and the Market Area,
representing Florida. Western Division transport charges are mileage-based
rates. Market Area division transport charges are postage stamp rates, meaning
the customer can transport on Florida Gas's pipeline system at a fixed rate
regardless of receipt point or delivery point into Florida.
Citrus Trading purchases and sells natural gas to end users in
Florida. It currently has contracts to purchase and sell approximately 42 BBtu/d
of natural gas. Citrus Trading sells gas to two customers at the present time.
Citrus Trading's gas purchase contract with Duke Energy LNG is the subject of a
dispute, and each party has provided notice of termination of the contract.
Refer to Section IX.D., "Legal Proceedings", for further information. Citrus
Trading sells gas to Auburndale Power Partners, LP and Progress Energy Florida,
Inc., and buys gas through El Paso Merchant Energy, an affiliate of Southern
Natural Gas. Refer to Section XIV.H.4.a., "Citrus Trading Contract Risk" for
further information.
Citrus Trading makes sales pursuant to a blanket marketing
certificate issued by FERC. The prices charged by Citrus Trading are not
currently regulated by FERC. In a prior FERC proceeding, FERC had threatened to
revoke Citrus Trading's blanket certificate, which would have prevented Citrus
Trading from making sales for resale in interstate commerce at market rates, as
opposed to cost-based rates (although Citrus Trading could make direct sales to
end-users at market rates). By order dated June 25, 2003, FERC dismissed Citrus
Trading from the proceeding, taking no action against it.
Citrus Energy Services is primarily in the business of
providing operations and maintenance services to customers of Florida Gas and
Citrus Trading. Due to increased insurance costs and pipeline integrity
legislation that affects operators, Citrus Energy Services is in the process of
exiting this business. The majority of the personnel operating Citrus Energy
Services are direct employees of Florida Gas and to a lesser extent Citrus.
Certain ENE entities provide management and support services to Citrus and its
subsidiaries through an operating agreement that expired on June 30, 2001. Refer
to Section IX.A.1.b., "Employees and Pipeline Services" for further information.
Refer to Section XIV.H., "CrossCountry" for further information about Citrus and
its subsidiaries.
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(i) EXPANSIONS.
(A) PHASE V EXPANSION. In April 2003,
Florida Gas completed its Phase V Expansion, which added approximately 167 miles
of pipeline and approximately 133,000 hp of additional compression. The Phase V
Expansion increased the Florida Gas pipeline system's capacity by approximately
428 BBtu/d. The cost of this project is estimated to be approximately $425
million, and is supported by incremental long-term firm transportation service
agreements for substantially all incremental peak period capacity. As part of
Florida Gas's Phase V Expansion, it acquired an undivided interest in Gulf South
Pipeline Company's Mobile Bay lateral pipeline. This undivided interest gives
the Florida Gas pipeline system approximately 300 BBtu/d of firm receipt
capacity on the Mobile Bay lateral pipeline. This purchase was closed in March
2002, to coincide with the in-service date of the first stage of the Phase V
Expansion, which occurred in April 2002. Additionally, Florida Gas constructed
the necessary facilities to connect this lateral pipeline to its mainline in
Mobile County, Alabama.
(B) PHASE VI EXPANSION. Florida Gas is
in the process of constructing approximately 33 miles of pipeline and
approximately 18,600 hp of additional compression at existing compression
stations, which will increase its summer capacity by approximately 121 BBtu/d.
This expansion is estimated to cost approximately $100 million upon completion
and is supported by incremental long-term firm transportation service agreements
for substantially all incremental peak period capacity. FERC issued a
preliminary determination approving all non-environmental matters on February
28, 2002, and Florida Gas received a final certificate approving the Phase VI
Expansion on June 13, 2002. The initial stage of its Phase VI Expansion was
placed in service on June 1, 2003, and, except for certain compression
modifications, the remainder of the project was completed on November 1, 2003.
(C) FUTURE EXPANSIONS. Due to
increasing demand for natural gas in Florida, Florida Gas continues to pursue
opportunities to expand its pipeline system to meet the growing market
requirements. Florida Gas is currently evaluating future system enhancements and
expansions.
(ii) CUSTOMERS. As of December 31, 2002, the
Florida Gas pipeline system's peak period capacity was fully subscribed under
firm transportation services agreements with approximately 140 customers.
Florida Gas's pipeline system also has direct physical connections with Florida
Gas's customers' local distribution systems and gas-fired electric generation
facilities. Florida Gas predominantly serves two types of customers in Florida:
electric generation and gas distribution. The electric generation customers,
which account for approximately 80% of the total annual throughput on Florida
Gas's pipeline system, have a seasonal load pattern characterized by higher
summer demands, due to their air-conditioning load requirements. The gas
distribution customers have a seasonal load pattern characterized by higher
demands during the winter, due to the heating requirements of their residential
and small commercial customers. Florida Gas also serves industrial customers in
Florida that take gas at a fairly constant rate during the year, as well as
industrial customers that take gas on a seasonal basis.
Florida Gas's largest customers for 2002 were Florida Power
and Light Company, which contracted for approximately 45% of revenues, and TECO
Energy Inc. and its affiliates,
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which contracted for approximately 11% of revenues. Certain of Florida Gas's
contracts have contingent termination or volume reduction rights. Although
CrossCountry cannot assure that these rights will not be exercised, it does not
anticipate that the exercise of these rights will have a material adverse impact
on the financial condition of CrossCountry. Refer to Section XIV.H.1.d.,
"Maintenance and Expiration of Transportation Service Agreements" for further
information.
Approximately 94% of Florida Gas's revenues for 2002 were
derived from the reservation revenues that the customer must pay regardless of
volumes shipped. The reservation revenues are based on contracted-for transport
volumes priced at the reservation tariff rate, subject to certain rate caps. The
remaining 6% of revenues were usage revenues that Florida Gas's customers paid
based on the volumes that were scheduled. After giving effect to the Phase VI
Expansion, Florida Gas's pipeline system will have a summer-time peak load
capacity of approximately 2.1 BBtu/d, with an historical average annual
throughput load factor of over 85%.
Florida Gas's firm capacity is contracted at a high level
through 2006. Many of Florida Gas's firm contracts have a "seasonal tilt,"
meaning that customers contract for a larger transportation quantity during
their peak usage months than during off-peak months. Thus, Florida Gas has a
larger percentage of its firm capacity under contract during the summer than
during the winter. Over 90% of Florida Gas's peak capacity is fully contracted
through 2010. After completion of the Phase VI expansion, Florida Gas's firm
transportation agreements will have a weighted length of service in excess of 12
years.
(iii) SUPPLY. Florida Gas's pipeline system
primarily receives natural gas from natural gas producing basins in the
Louisiana and Texas Gulf Coast, Mobile Bay and offshore Gulf of Mexico. In
addition, Florida Gas's pipeline system operates and maintains more than 40
interconnects with major interstate and intrastate natural gas pipelines, which
provide Florida Gas's customers access to most major natural gas producing
regions in the contiguous 48 states of the United States and in Canada.
(iv) CITRUS GOVERNANCE. ENE and Southern Natural
Gas, a subsidiary of El Paso, each currently owns 50% of the outstanding shares
of Citrus. Following the contribution of ENE's interest in Citrus to
CrossCountry Citrus Corp, Citrus will be owned equally by CrossCountry Citrus
Corp and Southern Natural Gas and will be governed by a six person board of
directors, three of whom will be elected by CrossCountry Citrus Corp. and three
of whom will be elected by Southern Natural Gas. Significant corporate
governance, administration, transactions, policy, and operational decisions that
affect Citrus and its subsidiaries must be approved by the Citrus board of
directors, as required under the by-laws of Citrus and its subsidiaries. EOS, as
operator, is responsible under the operating agreement for the day-to-day
management of Citrus and the Florida Gas pipeline system. Refer to Section
IX.A.1.b., "Employees and Pipeline Services" for further information.
ENE and El Paso are deemed "Principals" under the Capital
Stock Agreement, that governs ownership and disposition of the shares of Citrus.
Southern Natural Gas became a party to the Capital Stock Agreement in February
2003 upon the transfer from El Paso to Southern Natural Gas of the Citrus shares
held by El Paso. On October 31, 2003, ENE filed with the Bankruptcy Court, under
a notice of presentment, a motion for an order approving
412
assumption and assignment of the Capital Stock Agreement to CrossCountry or its
designee. Following assumption and assignment, CrossCountry or its designee will
become the Principal under the Capital Stock Agreement. The deadline for filing
objections to the motion is November 17, 2003. A hearing will be held on
November 20, 2003 to consider the motion. If the motion is approved, ENE will be
relieved from any obligations under the Capital Stock Agreement in accordance
with section 365 of the Bankruptcy Code. If the motion is denied, El Paso's
consent may be required for distribution of CrossCountry Common Stock pursuant
to the terms of the Plan or a sale of CrossCountry to a third party, to the
extent the Capital Stock Agreement remains binding on ENE. Refer to Section
XIV.A.4., "Delayed Distribution or Non-Distribution of Plan Securities" for
further information.
The Capital Stock Agreement contains restrictions on the
transfer of Citrus's stock. For example, a Principal, or a Subsidiary which
holds the Citrus stock, may only transfer its Citrus stock to a Subsidiary,
("Subsidiary" is defined under the Capital Stock Agreement as an entity in which
a Principal, either directly or indirectly, holds 100% of the capital stock
entitled to vote in the election of directors). In the event that a Subsidiary
of a Principal that owns Citrus stock ceases to be a Subsidiary of such
Principal, the Citrus stock must be transferred back to the Principal..
In addition, the Capital Stock Agreement contains certain
rights of first refusal, which provide that, subject to limited exceptions, if a
Principal desires to sell its shares of Citrus stock, or the shares held by a
Subsidiary of such Principal, to a non-affiliate for cash, such shares must
first be offered to the other Principal, in accordance with the conditions and
procedures outlined in the Capital Stock Agreement.
The Capital Stock Agreement also provides that if either
Principal experiences a change of control, the other Principal, known under the
Capital Stock Agreement as the "Electing Principal," will have the option:
- to purchase for cash all of the Citrus stock owned by
the Principal to which the change of control relates,
known under the Capital Stock Agreement as the
"Non-electing Principal"; or
- to require the Non-electing Principal to purchase for
cash all of the Electing Principal's Citrus stock.
In either case, the Citrus stock must be purchased or sold for
a purchase price determined in accordance with the Capital Stock Agreement.
c. Northern Plains. CrossCountry will hold its interest
in Northern Border Partners through Northern Plains. Northern Plains, directly
and through its subsidiary, Pan Border, holds a general-partner interest of
approximately 1.65%, and a limited-partner interest of approximately 1.06%, in
Northern Border Partners.
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NORTERN BORDER PARTNERS OWNERSHIP STRUCTURE
BORDER PARTNERS STRUCTURE
(GRAPH)
------------------- -------------------
TransCanada CrossCountry
PipeLines Limited
------------------- -------------------
| |
| |
| 100% | 100%
-------------------------------------------------------
Northwest Northern Pan Border
Border Plains Natural 100% Gas
Pipeline Gas Company _______ Company
Company 1.0% G.P. 0.65% G.P.
0.35% G.P. 1.06% L.P.
------------------------------------------------------
|
|
|
- ---------------------- --------------------------------
TC PipeLines, L.P.(1) Northern Border Partners, L.P. ------------
_____ Public
TC PipeLines Northern Border Intermediate Unitholders
Intermediate Limited Partnership ------------
Limited Partnership
- ---------------------- --------------------------------
| |
| |
| |
| -----------------------------------------------------------------
| | | | | | | |
| 30% | 70% | 100% | 100% | 100% | 100% | 100% | 100%
| | | | | | | |
- ---------- --------- ---------- --------- --------- --------- ---------
Northwest Viking Midwestern Crestone Bear Paw Border Black
Border Gas Gas Energy Energy Midstream Mesa
Pipeline Trans- Trans- Ventures, L.L.C. Services, Holdings,
Company mission mission L.L.C. Ltd. Inc.
Company Company
- ---------- --------- ---------- --------- --------- --------- ---------
- --------------------------
(1) TC PipeLines Intermediate Limited Partnership is a subsidiary of TC
PipeLines, LP. TC PipeLines, LP is a publicly traded partnership whose
general partner, TC PipeLines GP, Inc., is a wholly owned subsidiary of
TransCanada PipeLines Limited.
In addition to the distributions received by Northern Plains
on its limited-partner interests, Northern Plains also receives an incentive
distribution from Northern Border Partners as a result of its ownership of
general-partner interests in Northern Border Partners. Under the incentive
distribution provisions of the Northern Border Partners partnership agreement,
the general partners are entitled to incentive distributions if the amount
distributed in any quarter exceeds $0.605 per common unit ($2.42 per common unit
annualized). The general partners are entitled to 15% of amounts distributed in
excess of $0.605 per common unit, 25% of amounts distributed in excess of $0.715
per common unit ($2.86 per common unit annualized), and 50% of amounts
distributed in excess of $0.935 per common unit ($3.74 per common unit
annualized). The amounts that trigger incentive distributions at various levels
are subject to adjustment in certain events, as described in the Northern Border
Partners partnership agreement. The actual level of distributions Northern
Plains will receive in the future will vary with the level of distributable cash
determined in accordance with the Northern Border Partners partnership
agreement. The level of distributable cash that Northern Border Partners
receives from Northern Border Pipeline, its largest subsidiary, is subject to a
cash distribution policy that can only be modified by unanimous approval which
includes entities not controlled by CrossCountry.
Northern Plains and Pan Border control 82.5% of the voting
power on the Northern Border Partners partnership policy committee, which
directs the activities of Northern Border Partners. The remaining 17.5% voting
power on the Northern Border Partners partnership policy committee is held by
Northwest Border Pipeline Company, a subsidiary of TransCanada PipeLines
Limited. Pursuant to services and operating agreements, Northern Plains and NBP
Services provide operating and administrative services to Northern Border
Partners.
414
Northern Border Partners owns a 70% general partner interest
in Northern Border Pipeline. The remaining 30% general partner interest in
Northern Border Pipeline is owned by TC Pipelines Intermediate Limited
Partnership, a subsidiary of TC Pipelines, LP, a publicly traded partnership.
Northern Border Pipeline owns and manages a 1,249-mile natural gas pipeline
system. The Northern Border Pipeline system consists of 822 miles of 42-inch
diameter pipe from the Canadian border to Ventura, Iowa, capable of transporting
a total of approximately 2.4 TBtu/d; 30-inch diameter pipe and 36-inch diameter
pipe, each approximately 147 miles in length, capable of transporting
approximately 1.5 TBtu/d in total from Ventura, Iowa to Harper, Iowa; 226 miles
of 36-inch diameter pipe and 19 miles of 30-inch diameter pipe capable of
transporting approximately 844 BBtu/d from Harper, Iowa to Manhattan, Illinois
(Chicago area); and 35 miles of 30-inch diameter pipe capable of transporting
approximately 545 BBtu/d from Manhattan, Illinois to a terminus near North
Hayden, Indiana.
Along the Northern Border Pipeline system there are 16
compressor stations with a total of 499,000 hp and measurement facilities to
support the receipt and delivery of gas at various points. Other facilities
include four field offices and a microwave communication system with 51 tower
sites. In the year ended December 31, 2002, Northern Border Partners estimated
that Northern Border Pipeline transported approximately 20% of the total amount
of natural gas imported from Canada to the United States.
The Northern Border Pipeline system serves more than 50 firm
transportation shippers with diverse operating and financial profiles. Based
upon shippers' contractual obligations, as of December 31, 2002, 91% of the firm
capacity was contracted by producers and marketers. The remaining firm capacity
was contracted to local distribution companies (6%), interstate pipelines (2%)
and end-users (1%). As a result of commercial activity during July 2003,
approximately 100% of Northern Border Pipeline's capacity is under contract
through December 31, 2003 and, assuming no extensions of existing contracts or
execution of new contracts, approximately 70% is under contract through December
31, 2004 and approximately 59% through December 31, 2005.
Midwestern, a subsidiary of Northern Border Partners, owns a
350-mile pipeline system extending from an interconnection with Tennessee Gas
Transmission near Portland, Tennessee to a point of interconnection with several
interstate pipeline systems near Joliet, Illinois. Midwestern's pipeline system
serves markets in Chicago, Kentucky, southern Illinois, and Indiana.
Midwestern's pipeline system consists of 350 miles of 30-inch diameter pipe with
a capacity of approximately 650 BBtu/d for volumes transported from Portland,
Tennessee to the north. There are seven compressor stations with a total of
69,070 hp.
Effective January 17, 2003, Northern Border Partners acquired
Viking, including a one-third interest in Guardian Pipeline L.L.C., from Xcel
Energy Inc. The Viking pipeline system extends from an interconnection with
TransCanada near Emerson, Manitoba to an interconnection with ANR Pipeline
Company near Marshfield, Wisconsin. Viking also has interconnections with NNG
and Great Lakes Gas Transmission to serve markets in Minnesota, Wisconsin, and
North Dakota. The Viking pipeline system consists of 499-miles of 24-inch
diameter mainline pipeline with a design capacity of approximately 500 BBtu/d at
the origin near Emerson, Manitoba and 300 BBtu/d at the terminus near
Marshfield, Wisconsin, 95 miles of 24-inch mainline looping and 79 miles of
smaller diameter lateral pipelines. There are eight
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compressor stations with a total of 68,650 hp. Based upon shipper contractual
obligations as of December 31, 2002, approximately 72% of the firm
transportation capacity is contracted by local distribution companies, 24% by
marketers, and 4% by end-users. Viking's source of gas supply is the western
Canadian sedimentary basin.
Through its ownership of Bear Paw Energy, LLC and Crestone
Energy Ventures, Northern Border Partners has ownership interests in gathering
systems in the Powder River, Wind River, and Williston basins and processing
plants in the Wind River and Williston basins in the United States. Northern
Border Partners also owns an interest in gathering pipelines in Alberta, Canada,
through its subsidiary Border Midstream Services, Ltd. Northern Border Partners'
subsidiary Black Mesa owns a 273-mile coal slurry pipeline and transports
coal-water slurry via a pipeline in the southwestern United States. Northern
Border Partners' gas gathering and processing segment provides services for the
gathering, treating, processing and compression of natural gas and the
fractionation of NGLs for third parties and related field services. Northern
Border Partners does not explore for, or produce, crude oil or natural gas, and
does not own crude oil or natural gas reserves. Refer to Section XIV.H.1.f.,
"Expansion of Northern Border Partners' Midstream Gas Gathering Business" for
further information.
On October 24, 2003, Northern Border Partners announced that
it recorded a non-cash charge in the third quarter 2003 of approximately $219
million to reflect asset and goodwill impairments for its natural gas gathering
and processing business segment.
The impairment analyses were performed in accordance with
Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other
Intangibles and SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. SFAS No. 142 applies to goodwill for consolidated
subsidiaries and became effective January 1, 2002. Under the standard, companies
no longer amortize goodwill but are required to perform annual assessments of
whether the book value of the goodwill is impaired. As indicated in Northern
Border Partners' second quarter 2003 10-Q, the annual SFAS No. 142 impairment
test was accelerated from the fourth quarter to the third quarter due to lower
throughput volumes experienced and anticipated in the Powder River gathering
systems. Northern Border Partners also performed an analysis of the carrying
value of all of the tangible assets in the natural gas gathering and processing
business segment under SFAS No. 144. The impairment charges are comprised of
approximately $76 million related to the tangible assets in the Powder River
Basin and approximately $143 million for the goodwill related to Northern Border
Partners' gas gathering and processing segment. (For further information,
reference Northern Border Partners' report for third quarter 2003 on Form 10-Q,
which is required to be filed by November 14, 2003.)
Additional information concerning the business of Northern
Border Partners is contained in Northern Border Partners' 2002 annual report on
Form 10-K, quarterly reports for the first, second and third quarters 2003 on
Form 10-Q (Northern Border Partners' Form 10-Q for the third quarter of 2003 is
required to be filed by November 14, 2003), and current reports on Form 8-K,
which are available in the "Related Documents" section at
http://www.enron.com/corp/por/. For financial information on Northern Border
Partners, refer to the consolidated financial statements of Northern Border
Partners and related Management's Discussion and Analysis of Financial Condition
and Results of Operations included in Northern
416
Border Partners' annual report on Form 10-K. The Debtors did not prepare these
reports, but they contain information which may be relevant to the Creditors'
decision to approve the Plan.
3. COMPETITION
The interstate Pipeline Businesses compete with other pipeline
companies for transportation customers on the basis of transportation rates,
access to competitively priced supplies of natural gas in markets served by the
pipelines, and the quality and reliability of transportation services. The
competitiveness of transportation services on a given pipeline to any market is
generally determined by the total delivered natural gas price from a particular
supply basin to the market served by the pipeline. The cost of transportation on
the pipeline is only one component of the total delivered cost.
Overall, the interstate Pipeline Businesses' transportation
volumes are also affected by factors such as the availability and economic
attractiveness of other energy sources. Hydroelectric generation, for example,
may become available based on ample snowfall and displace demand for natural gas
as a fuel for electric generation. In providing interruptible and short-term
transportation service, the interstate Pipeline Businesses also compete with
released capacity offered by shippers holding firm contract capacity on their
pipelines.
a. TRANSWESTERN. Transwestern competes with several
interstate pipelines to serve the California market. These major competitors are
Pacific Gas and Electric-Gas Transmission Northwest Corporation, Kern River, El
Paso Natural Gas, and Southern Trails Pipeline Company. Pacific Gas and
Electric-Gas Transmission Northwest Corporation transports western Canadian
supplies and Kern River transports Rocky Mountain supplies to the California
markets. Like Transwestern, El Paso Natural Gas transports southwest United
States supplies from the San Juan, Permian, and Anadarko basins to the
California border. Southern Trails Pipeline Company carries approximately 80
BBtu/d from the San Juan area to the California border. Transwestern's pipeline
capacity currently represents approximately 15% of the available pipeline
capacity to the California markets. Transwestern and El Paso Natural Gas are the
only interstate pipelines that currently serve the Arizona and New Mexico
markets.
Kern River has completed an expansion that increased its
capacity capable of reaching the California border by approximately 900 BBtu/d.
The Kern River expansion was placed in-service May 1, 2003. El Paso Natural Gas
received FERC approval to complete its "Power Up" Project adding additional
transportation capacity of 320 BBtu/d to the California border by April 1, 2005.
When the primary term of Transwestern's firm contracts expire, competition from
Kern River and El Paso Natural Gas may have a material adverse effect on
Transwestern's ability to extend its contracts at maximum tariff rates. Refer to
Section XIV.H.1.d., "Maintenance and Expiration of Transportation Service
Agreements" for further information.
b. CITRUS. Historically, the Florida Gas pipeline system
has been the only interstate natural gas pipeline system serving peninsular
Florida. This changed on May 28, 2002, when Phase I of the Gulfstream expansion
was placed into service. Gulfstream is sponsored by a joint venture of Duke
Energy Corporation and The Williams Companies. According to Gulfstream's press
releases, Phase I of the Gulfstream project consists of a 581-mile pipeline
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system that originates near Pascagoula, Mississippi and Mobile, Alabama and
traverses the Gulf of Mexico to Florida, coming onshore near Tampa in Manatee
County, Florida. Gulfstream's filings with FERC report that Gulfstream has firm
contracts for over approximately 300 BBtu/d on a pipeline with a certificated
capacity of approximately 1 TBtu/d. CrossCountry understands that Gulfstream has
direct connections with six of Florida Gas's customers.
Gulfstream has interconnects with Florida Gas's pipeline
system in Hardee and Osceola Counties, Florida. Gulfstream has proposed a Phase
II expansion across central Florida, which would ultimately extend its pipeline
system to Palm Beach County. Gulfstream's Phase II expansion was originally
scheduled to be placed into service on or about June 1, 2003, but Gulfstream has
delayed the Phase II expansion in-service date.
In a May 30, 2003 press release, Gulfstream announced the
execution of a 23-year firm transportation agreement with Florida Power & Light
Company in which Gulfstream will provide up to 350 BBtu/d of firm gas
transportation service for their planned Martin and Manatee repowering projects
in mid-2005.
Gulfstream's primary future target markets are expected to be
gas-fired electric generation projects that are anticipated to be developed over
the next 10 years. Gulfstream's proposed tariff rates after the completion of
its Phase II expansion are expected to be comparable to Florida Gas's
incrementally priced firm transportation service rate schedule (FTS-2).
Gulfstream may directly compete with Florida Gas to serve several customers.
This would not affect the collection of the reservation revenues on Florida
Gas's current contracts, but it could impact the usage of Florida Gas's
facilities. CrossCountry believes that Florida Gas's contracts expiring prior to
2015 (FTS-1 contracts) will not be materially impacted by Gulfstream, as the
reservation rates under these contracts are lower than Gulfstream's current
tariff. However, when the primary terms of the first FTS-2 contracts expire in
2015, competition from Gulfstream may have a material adverse effect on Florida
Gas's ability to extend such contracts at maximum tariff rates. Refer to Section
XIV.H.1.d., "Maintenance and Expiration of Transportation Service Agreements"
for further information.
Florida Gas also serves the Florida panhandle, where it
competes with Gulf South Pipeline Company and the natural gas transportation
business of the South Georgia system, which is owned by Southern Natural Gas.
Florida Gas faces additional competition to a lesser degree, from alternate
fuels, including residual fuel oil, in the Florida market, as well as from
proposed LNG facilities.
c. NORTHERN PLAINS. Northern Border Pipeline and Viking
compete with other pipeline companies that transport natural gas from the
western Canadian sedimentary basin or that transport natural gas to end-use
markets in the midwest United States. Their competitive positions are affected
by the availability of Canadian natural gas for export, the availability of
other sources of natural gas and demand for natural gas in the United States.
Demand for transportation services on these pipeline systems is affected by
natural gas prices, the relationship between export capacity and production in
the western Canadian sedimentary basin, and natural gas shipped from producing
areas in the United States. Shippers of natural gas produced in the western
Canadian sedimentary basin also have other options to transport Canadian natural
gas to the United States, including transportation on the Alliance Pipeline and
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TransCanada's pipeline system, through various interconnects with U.S.
interstate pipelines or to markets on the west coast of the United States.
Midwestern can receive and deliver gas at either end of its
pipeline system, which makes it a header pipeline system. Consequently,
Midwestern faces competition from multiple supply sources and interstate
pipelines. In the Chicago market, Midwestern competes with pipelines
transporting gas from the Gulf Coast and the mid-continent and gas sourced from
Canada. In the Indiana and Western Kentucky markets, Midwestern competes
primarily against pipelines transporting gas from the Gulf Coast and
mid-continent into these markets.
4. DEMAND FOR NATURAL GAS PIPELINE TRANSPORTATION CAPACITY
The long-term financial condition of the Pipeline Businesses
is dependent on the continued availability of economic natural gas supplies.
Natural gas reserves may require significant capital expenditures by others for
exploration and development drilling and the installation of production,
gathering, storage, transportation, and other facilities that permit natural gas
to be produced and delivered to pipelines that interconnect with the Pipeline
Businesses' pipeline systems. Low prices for natural gas, regulatory limitations
or the lack of available capital for these projects could adversely affect the
development of additional reserves and the production, gathering, storage, and
pipeline transmission of natural gas supplies.
Each of the interstate Pipeline Businesses also depends on the
level of demand for natural gas in the markets the interstate Pipeline
Businesses serve. The volumes of natural gas delivered to these markets from
other sources affect the demand for both the natural gas supplies and the use of
the pipeline systems. Demand for natural gas to serve other markets also
influences the ability and willingness of shippers to use the interstate
Pipeline Businesses' systems to meet demand in the markets that the interstate
Pipeline Businesses serve.
A variety of factors could affect the demand for natural gas
pipeline capacity in the markets that the interstate Pipeline Businesses serve.
These factors include:
- economic conditions;
- fuel conservation measures;
- alternative energy availability and prices;
- gas storage inventory levels;
- climatic conditions;
- government regulation; and
- technological advances in fuel economy and energy
generation devices.
The interstate Pipeline Businesses' primary exposure to market
risk occurs at the time existing transportation contracts expire and are subject
to renegotiation. A key determinant of the value that customers can realize from
firm transportation on a pipeline is the basis
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differential or market price spread between two points on the pipeline and/or
competition from other pipelines or other fuels. The difference in natural gas
prices between the points along the pipeline where gas enters and where gas is
delivered represents the gross margin that a customer can expect to achieve from
holding transportation capacity at any point in time. This margin and its
variability become important factors in determining the rates customers are
willing to pay when they renegotiate their transportation contracts. The basis
differential between markets can be affected by trends in production, available
capacity, storage inventories, weather, and general market demand in the
respective areas.
CrossCountry cannot predict whether these or other factors
will have an adverse effect on demand for use of the interstate Pipeline
Businesses to be contributed to CrossCountry or how significant that adverse
effect could be. Refer to Section XIV.H.1.i., "Significant Decrease in Demand
for Natural Gas" for further information.
5. SEASONALITY
Transwestern's demand is not distinguished by strong seasonal
patterns. Demand for delivery capacity to the western market is impacted by
natural gas requirements for electric generation in the Southwest region, which
can be significantly impacted by high/low hydro-electric power generation levels
available from the Pacific Northwest. Management of storage fields in California
allow utilities to levelize peak demand for natural gas. Demand for delivery
capacity to the eastern market can be impacted by electric generation gas
requirements in the Texas intrastate markets for summer air conditioning loads
and by demand for winter heating gas requirements in the Midwestern markets.
With minor exceptions, Transwestern's long-term transportation agreements are
not subject to seasonal fluctuations in demand revenues.
Florida Gas has experienced significant fluctuation in
seasonal demand for natural gas transportation into Florida, with historically
the highest throughput occurring from May through September. Florida Gas's
contracted for base capacity peaks in the summer to coincide with the electric
load needed to provide air conditioning in the Florida market. In spite of
seasonal fluctuations, Florida Gas's pipeline system has consistently exceeded
an annual pipeline throughput load factor of over 85%. However, because of the
straight-fixed variable (SFV) rate design implemented in 1993, these seasonal
fluctuations have not had a material impact on Florida Gas's revenues or net
income. For the last several years, the higher cost of competing fuel to Florida
Gas's customers has created additional demand for natural gas, and the pipeline
throughput has remained at high levels effectively year round; however, price
differentials between competing fuels and natural gas fluctuate on a periodic
basis. CrossCountry cannot predict whether or to what extent these conditions
will continue.
Throughput on Northern Border Partners' pipelines may
experience seasonal fluctuations depending upon the level of winter heating load
demand or summer electric generation usage in the markets served by the pipeline
systems. However, since approximately 98% of the agreed upon cost of service for
these pipelines is attributable to demand charges, Northern Border Partners'
revenues are not impacted materially by such seasonal throughput variations.
6. REGULATORY ENVIRONMENT
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The interstate Pipeline Businesses to be contributed to
CrossCountry pursuant to the formation transactions are regulated by FERC under
the Natural Gas Act of 1938 and the Natural Gas Policy Act of 1978. Generally,
FERC's authority extends to:
- transportation of natural gas;
- rates and charges;
- certification and construction or acquisition of
facilities;
- abandonment of facilities;
- initiation and discontinuation of service;
- maintenance of accounts and records;
- relationships between pipelines and their marketing
affiliates;
- terms and conditions of service; and
- depreciation and amortization policies.
FERC regulates the rates and charges for transportation in
interstate commerce. Natural gas companies may not charge rates exceeding rates
determined to be just and reasonable by FERC. Generally, rates for interstate
pipelines are based on the applicable pipeline's cost of service, including
recovery of, and a return on, the pipeline's actual historical net investment.
In addition, FERC prohibits natural gas companies from unduly preferential or
discriminatory treatment of any person with respect to pipeline rates or terms
and conditions of service. Some types of rates may be discounted without further
FERC authorization and rates may be negotiated subject to FERC approval. The
rates and terms and conditions for service are found in FERC approved tariffs.
Under its tariff, an interstate pipeline is allowed to charge for its services
on the basis of stated transportation rates. Transportation rates are
established periodically in FERC proceedings known as rate cases. The tariff
also allows the interstate pipeline to provide services under negotiated and
discounted rates.
The fees or rates established under the interstate Pipeline
Businesses' tariffs are a function of their costs of providing services to their
customers, including a reasonable return on invested capital; consequently,
their financial results have historically been relatively stable. However, these
results can be subject to volatility due to factors such as weather, changes in
natural gas prices and market conditions, regulatory actions, competition, and
the creditworthiness of customers. From time to time, the interstate Pipeline
Businesses file to make changes to their tariffs to clarify provisions, to
reflect current industry practices and to reflect recent FERC changes in
regulations and other rulings. Refer to Section XIV.H.1.c., "FERC Imposed Tariff
Adjustments" for further information.
FERC Order No. 636 required interstate natural gas pipelines
that perform open access transportation under blanket certificates to "unbundle"
or separate their traditional merchant sales services from their transportation
and storage services. In addition Order No. 636
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required pipelines to provide comparable transportation and storage services
with respect to all natural gas supplies, whether such natural gas is purchased
from the pipeline or from other merchants such as marketers or producers. Each
interstate natural gas pipeline is required to separately state the applicable
rates for each unbundled service. Except for certain marketing subsidiaries, the
Pipeline Businesses proposed to be contributed to CrossCountry pursuant to the
formation transactions do not provide merchant services, except for
Transwestern, which provides sales service to certain small customers.
On February 9, 2000, FERC issued Order No. 637, which amended
specified regulations governing interstate natural gas transmission companies in
response to the development of more competitive markets for natural gas and the
transportation of natural gas. Among other things, FERC Order No. 637 revised
FERC pricing policy by waiving price ceilings for short-term released interstate
pipeline transportation capacity for a two-year period (which expired on
September 30, 2002), and effected changes in FERC regulations relating to
interstate transportation scheduling procedures, capacity segmentation, pipeline
penalties, rights of first refusal and information reporting. Most major aspects
of Order No. 637 are pending judicial review. It is uncertain whether and to
what extent FERC's market reforms will survive judicial review and, if so,
whether FERC's actions will achieve the goal of further increasing competition
in natural gas markets. The final rule also required the posting of corporate
and pipeline organizational charts, names, and job descriptions. The reporting
requirements became effective September 1, 2000.
The interstate Pipeline Businesses are also subject to the
requirements of FERC Order Nos. 497 and 566, which prohibit preferential
treatment by an interstate natural gas pipeline of its marketing affiliates and
govern the information an interstate natural gas pipeline can provide to its
marketing affiliates. On September 27, 2001, FERC issued a NOPR in Docket No.
RM01-10 in which it proposed new standards of conduct that would apply uniformly
to natural gas pipelines and public utilities transmitting electricity. FERC is
proposing one set of standards to govern relationships between such regulated
natural gas and electric transmission providers and all energy affiliates.
Should a final rule be issued in this proceeding, the interstate Pipeline
Businesses to be contributed to CrossCountry pursuant to the formation
transactions may be subject to standards that could result in additional costs
and separation of functions and staffing with its affiliates. In May 2002, FERC
held a technical conference on the proposed rulemaking. To date, FERC has not
acted on the proposal.
On July 17, 2002, FERC issued a Notice of Inquiry Concerning
Natural Gas Pipeline Negotiated Rate Policies and Practices in Docket No.
PL02-6-000. Subsequently, FERC issued an order on July 25, 2003, modifying its
prior policy on negotiated rates. FERC ruled that it would no longer permit the
pricing of negotiated rates based upon natural gas commodity price indices.
Negotiated rates based upon such indices may continue until the end of the
contract period for which such rates were negotiated, but such rates will not be
prospectively approved by FERC. FERC also imposed certain requirements on other
types of negotiated rate transactions to ensure that the agreements embodying
such transactions do not materially differ from the terms and conditions set
forth in the tariff of the pipeline entering into the transaction. Since the
Pipeline Businesses do not derive a significant source of their revenues from
negotiated rate transactions, this FERC ruling is not expected to have a
material effect on their businesses.
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Recent FERC orders in proceedings involving other natural gas
pipelines have addressed certain aspects of the pipelines' creditworthiness
provisions set forth in their tariffs. In addition, industry groups such as the
Northern American Energy Standards Board are studying creditworthiness standards
and may recommend that FERC promulgate changes in such standards on an
industry-wide basis. The enactment of some of these recommendations may have the
effect of easing certain creditworthiness standards and parameters currently
reflected in the interstate Pipeline Businesses' tariffs. Recent FERC orders
have indicated, however, that pipelines are free to negotiate credit terms
relative to the construction of new facilities by a pipeline, which are then
effective for the term of the contract and are not superceded by tariff
provisions once the facilities are completed. At this stage of the rulemaking
proceedings, however, CrossCountry cannot predict what changes may be required,
if any, or the ultimate impact, if any, such changes would have on the Pipeline
Businesses.
On August 1, 2002, FERC issued a NOPR in Docket No.
RM02-14-000 regarding the regulation of the cash management practices of the
natural gas and other companies that it regulates. On June 26, 2003, FERC issued
an interim rule in that proceeding that amended FERC's regulations to provide
for documentation requirements for cash management programs and to implement new
reporting requirements. Specifically, under the interim rule, all cash
management agreements between regulated entities and their affiliates must be in
writing, must specify the duties and responsibilities of cash management
participants and administrators, must specify the methods for calculating
interest and for allocating interest income and expense, and must specify any
restrictions on deposits or borrowings by participants. A FERC-regulated entity
must file with FERC any cash management agreements to which it is a party, as
well as any subsequent changes to such agreements. In addition, a FERC-regulated
entity must notify FERC when its proprietary capital ratio falls below 30%. Such
notification must include the entity's proprietary capital ratio, the
significant event(s) or transaction(s) that contributed to the proprietary
capital ratio falling below 30%, the extent to which the entity has amounts
loaned or advanced to others within its corporate group through its cash
management program, and plans, if any, to raise its proprietary capital ratio.
The entity is also required to notify FERC when the entity's proprietary capital
ratio subsequently returns to or exceeds 30%. This FERC ruling is not expected
to have a material effect on CrossCountry.
Also on August 1, 2002, FERC's Chief Accountant issued an
Accounting Release providing guidance on how companies should account for money
pool arrangements and the types of documentation that should be maintained for
these arrangements. However, the Accounting Release did not address the proposed
requirement that a FERC-regulated entity maintain a minimum proprietary capital
balance of 30% and that the entity and its parent have investment-grade credit
ratings. Requests for rehearing were filed on August 30, 2002. FERC has not yet
acted on the rehearing requests. Although it cannot predict the outcome of the
rehearing, CrossCountry does not expect that FERC's proposed accounting
rules/guidance will have a material adverse impact on the interstate Pipeline
Businesses' cash management practices.
The Pipeline Safety Improvement Act of 2002, Public Law
107-355, was signed into law on December 17, 2002, providing guidelines in the
areas of risk analysis and integrity management, public education programs,
verification of operator qualification programs and filings with the National
Pipeline Mapping System. The Pipeline Safety Improvement Act of 2002 requires
pipeline companies to perform integrity assessments on pipeline segments that
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exist in high population density areas or near specifically identified sites
that are designated as high consequence areas. Pipeline companies are required
to perform the integrity assessments within ten years of the date of enactment
and must perform subsequent integrity assessments on a seven-year cycle. At
least 50% of the highest risk segments must be assessed within five years of the
enactment date. The risk ratings are based on numerous factors, including the
population density in the geographic regions traversed by a particular pipeline,
as well as other factors related to the condition of the pipeline and its
protective coating and the pipeline segment's susceptibility or vulnerability to
various other integrity threats, such as third-party damage. Assessments will
consist of hydrostatic testing, internal electronic testing, or direct
assessment of the piping. In addition, within one year of the law's enactment,
the Pipeline Businesses' operator qualification programs, in force since the
mandatory compliance date of October 2002, must also conform to standards the
DOT is responsible for providing. The regulations implementing the Pipeline
Safety Improvement Act of 2002 are not yet final. Rules on integrity management,
direct assessment usage, and the operator qualification standards are mandated
by the Pipeline Safety Improvement Act of 2002 to be completed by December 17,
2003. CrossCountry cannot predict the outcome or impact of these rules and
regulations. The interstate Pipeline Businesses have made the required filings
with the national Pipeline Mapping System, and have reviewed and revised their
Public Education Program, both as required by the Pipeline Safety Improvement
Act of 2002.
Additional proposals that might affect the natural gas
pipeline industry are considered from time to time by Congress, FERC, the DOT,
other Federal agencies, state regulatory bodies, and the courts. CrossCountry
cannot predict when or if any new proposals might be implemented or, if so, how
CrossCountry's Pipeline Businesses might be impacted.
CrossCountry is a subsidiary of ENE, currently an exempt
holding company under PUHCA. In a proceeding regarding the status of ENE's
exemption, an SEC Administrative Law Judge issued an initial decision on
February 6, 2003, denying ENE's exemption, and ENE subsequently petitioned the
SEC for review of that decision. The SEC granted ENE's petition and briefing has
been completed. ENE continues to be exempt pending the SEC's final order. If ENE
cannot maintain an exemption under PUHCA and it must register as a holding
company, ENE and its subsidiaries, including CrossCountry, may become subject to
additional regulation by the SEC under PUHCA with respect to certain matters,
including transactions with ENE and its subsidiaries. Refer to Section XIV.E.2.,
"PUHCA" for further information.
a. TRANSWESTERN. In January 2002, FERC initiated an
audit of Transwestern's compliance with FERC's accounting and reporting
requirements and regulations, including requirements and regulations relating to
cash management practices. On September 8, 2003, FERC issued an order finding
that the audit did not identify any instances of non-compliance with such
requirements and regulations.
On July 27, 1995 and on October 16, 1996, respectively, FERC
approved Transwestern's 1995 Global Settlement and 1996 Mini-Settlement (Docket
Nos. RP95-271, et al.) resolving all issues related to Southern California Gas's
turnback of capacity, all outstanding issues in the Transwestern's Order 636
restructuring proceeding, its pending certificate proceedings relating to the
abandonment of gathering facilities and other rate proceedings. The
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Global and Mini-Settlements established rates applicable to seven shippers (or
their successors) specified as Current Firm Customers in Transwestern's tariff.
The rates applicable to the Current Firm Customers were originally lower than
the maximum tariff rates applicable to other customers, but escalate each year
based on inflation, with a minimum annual increase of 2% and a maximum annual
increase of 5%. The Global Settlement also provided that, effective November 1,
2001, Transwestern would be at risk for recovery of all costs assigned to
unsubscribed capacity.
Transwestern has completed its transition under Order No. 636,
unbundling its transportation services and eliminating its sales service
obligation as required by Order 636. Transwestern's tariff formula was designed
to recover a cost of service that would reflect an 11.50% return on equity with
a pre-tax return of 14.65%. These returns were part of Transwestern's 1994 rate
case settlement.
In Order No. 637, FERC made changes to its current regulatory
model to enhance the effectiveness and efficiency of gas markets as they have
evolved since Order No. 636. On August 17, 2000, and again on December 21, 2002,
Transwestern filed changes to its tariff to comply with Order No. 637. In an
order issued October 10, 2002, FERC found that Transwestern had generally
complied with Order No. 637 and required Transwestern to file tariff sheets in
compliance with the October 10, 2002 Order. On November 12, 2002, Transwestern
made its filing in compliance with the October 10, 2002 Order. The compliance
filing was accepted by a FERC order issued on December 30, 2002 with tariff
sheets effective January 1, 2003.
In February 2001, Transwestern filed negotiated rate
transactions in Docket Nos. RP97-288-009, 010, 011 and 012 with Sempra Energy
Trading and Richardson Products Company containing index based rates. On March
2, 2001, FERC issued an order accepting Transwestern's negotiated rates
transactions in the above-referenced proceedings, subject to refund and subject
to a further FERC order on the merits. On July 26, 2001, FERC issued an order
setting these proceedings for an expedited hearing, which was held on August 29,
2001. Based on the testimony and other evidence presented at the hearing, the
presiding administrative law judge issued findings of fact and law favorable to
Transwestern. Subsequent to the filing of these negotiated rate transactions,
Transwestern filed additional negotiated rate transactions in other dockets.
FERC also accepted those transactions, subject to refund and subject to the
outcome of the proceedings in Docket Nos. RP97-288-009, 010, 011 and 012. On
July 17, 2002, FERC issued an order that rejected the findings of the
administrative law judge and that required Transwestern to refund the amounts by
which the negotiated rate transactions with Sempra Energy Trading and Richardson
Products Company exceeded Transwestern's applicable maximum tariff rates. In the
order, FERC states that Transwestern violated the terms of its FERC gas tariff
and its website. The focus of the order was Transwestern's pricing of
transportation service based on differentials in commodity price indices. FERC
precluded Transwestern from entering into new contracts priced on that basis for
a one-year period, which expired July 17, 2003. Transwestern subsequently
negotiated with its customers a settlement of all pending negotiated rate
proceedings with the exception of the rate proceedings in connection with the
Red Rock expansion project. This settlement has been approved by FERC and
Transwestern made the refunds of approximately $9.9 million (including interest
of $1.1 million), required by the settlement on March 14, 2003.
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The Red Rock expansion contracts provide for a one part fixed
demand rate that is not tied to differentials in commodity price indices.
Although the Red Rock expansion contracts do not involve index-based pricing,
they do provide for pricing in excess of Transwestern's maximum rates. If FERC
changes its current policy permitting such pricing, Transwestern may be required
to modify the rates payable under those agreements and make refunds of amounts
already collected in excess of maximum tariff rates.
On March 29, 2001, Transwestern filed with FERC a Section
7(b)/7(c) application for Transwestern's Red Rock expansion requesting
permission and approval to: (1) abandon in-place existing units totaling 49,500
hp at Transwestern's pipeline Stations 1, 2, 3, and 4, and (2) install a 41,500
hp unit at each station, resulting in approximately 150,000 MMBtu/d of
incremental firm capacity from Thoreau, New Mexico to the California border.
Transwestern received a FERC order dated July 16, 2001 approving its application
request, and commenced construction on December 26, 2001. On November 26, 2001,
Transwestern filed a request with FERC to extend the construction completion
date for Station 4 to July 16, 2003. Transwestern does not anticipate that it
will place Station 4 in-service under this authorization. The Red Rock expansion
was placed in-service on June 15, 2002.
On August 1, 2002, FERC issued an Order to Respond in Docket
No. IN02-6-000. The August 1, 2002 Order required Transwestern to provide,
within 30 days of the date of the August 1, 2002 Order, written responses
stating why FERC should not find that Transwestern: (1) violated FERC's Uniform
System of Accounts by failing to maintain written cash management agreements
with their parent company; (2) acted imprudently in entering into certain
secured loan arrangements; and (3) should be prohibited from passing costs
arising from such loans and arrangements on to ratepayers in future rate
proceedings before FERC. On September 3, 2002, Transwestern filed a written
response with FERC. On October 31, 2002, FERC issued an Order Approving
Stipulation and Consent Agreement approving a Stipulation and Consent Agreement
between FERC's Chief Accountant, Division of Enforcement and Investigations,
Office of Market Oversight and Investigations, and Transwestern. The stipulation
provides, among other things, that: (a) Transwestern will comply with the final
rule regarding written cash management practices resulting from FERC's NOPR,
Regulation of Cash Management Practices, in Docket No. RM02-14-000 issued August
1, 2002; (b) Transwestern will not include the costs associated with the $550
million loan entered into by Transwestern on November 13, 2001 in any future
rate proceedings before FERC; and (c) FERC reserves the right to determine, in
any future proceeding under Section 4 of the Natural Gas Act, whether the costs
associated with any future refinancing of the $550 million loan entered into by
Transwestern on November 13, 2001 are just and reasonable.
On November 21, 2002, the "Indicated Shippers" filed a request
for clarification and/or rehearing of the October 31, 2002 Order. The Indicated
Shippers contend that language in the October 31, 2002 Order is inconsistent
with the terms of the stipulation. Specifically, the Indicated Shippers argue
that certain language in the October 31, 2002 Order would preclude Transwestern
from passing through to its rate payers the costs of any refinancing or
replacement of the original $550 million loan, while the stipulation itself
contains no such prohibition. On December 2, 2002, Transwestern filed a response
to the Indicated Shippers' pleading, which sets forth Transwestern's arguments
that there is no such inconsistency, and, alternatively, if such an
inconsistency does exist, it must be resolved in favor of the language in the
stipulation. FERC
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has not yet acted on either the Indicated Shippers' request for clarification
and/or rehearing or Transwestern's response to such request.
Transwestern has entered into compression services agreements
with ECS, a non-Debtor ENE affiliate, and continues to perform under the terms
of such agreements. The agreements require ECS to provide electric horsepower
capacity and related horsepower hours to be used to operate the Bisti,
Bloomfield, and Gallup electric compressor stations located in New Mexico for
which Transwestern pays ECS a compression service charge in cash and in volumes
of natural gas. In addition, ECS is required to pay Transwestern a monthly
operating and maintenance fee to operate and maintain certain equipment owned by
ECS at the facilities. On March 26, 2003, FERC issued a show cause order to ECS
that required ECS to demonstrate why it did not violate the terms of its blanket
natural gas marketing authorization from FERC when ECS allegedly engaged in
certain transactions on the EnronOnline(R) electronic trading platform. On June
25, 2003, FERC issued an order that revoked ECS's blanket authorization.
However, this order also provided ECS limited authorization for the sole use of
marketing gas entitlements accrued under ECS's existing compression services
agreements, which include the agreements ECS has entered into with Transwestern.
Under the terms of Transwestern's 1995 Global Settlement and
1996 Mini-Settlement discussed above, Transwestern is required to file a rate
case with FERC to become effective no later than November 2006. Refer to Section
XIV.H.1.c., "FERC Imposed Tariff Adjustments" for further information about the
risks inherent in FERC rate reviews.
b. CITRUS. In a series of orders issued in 1993, FERC
approved Florida Gas's FERC Gas Tariff, Third Revised Volume No. 1, pursuant to
which Florida Gas implemented the provisions of FERC Order No. 636 on November
1, 1993. The Order No. 636 tariff provided for unbundled firm and interruptible
transportation services in Florida Gas's Western Division (Texas, Louisiana,
Mississippi and Alabama) and Florida Gas's Market Area (Florida) and implemented
the SFV rate design required by Order 636.
Florida Gas is currently subject to an audit by FERC of
Florida Gas's compliance with FERC's accounting and reporting requirements and
regulations, including, without limitation, requirements and regulations
relating to cash management practices. FERC has submitted numerous data requests
as part of that audit, and Florida Gas has responded to each of those data
requests. It is currently not known whether the audit has been completed or what
further information, if any, may be requested in connection with such audit or
what the ultimate conclusions or results of such audit will be.
On March 1, 1995, Florida Gas placed into service its Phase
III Expansion, which increased Florida Gas's market area capacity by
approximately 530 BBtu/d to a total of approximately 1.4 TBtu/d. Because the
cost of the much needed expansion, if rolled into existing rates, would have
resulted in a rate increase to existing customers disproportionate to benefits
they received, firm market area transportation service through the additional
capacity is provided pursuant to an incrementally priced rate schedule, FTS-2.
Florida Gas maintains separate accounting records and establishes separate
maximum tariff rates for service through the capacity existing prior to the
Phase III Expansion and for service through the capacity created by the Phase
III Expansion and subsequent expansions.
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Florida Gas currently offers firm and interruptible
transportation service in its Western Division under Rate Schedules FTS-WD and
ITS-WD, respectively. Florida Gas offers firm transportation service into its
Market Area under Existing System Rate Schedules SFTS (for certain small
customers) and FTS-1, and under Incremental System Rate Schedule FTS-2. In
addition, Florida Gas offers market area interruptible transportation under Rate
Schedule ITS-1. Florida Gas also offers a system-wide balancing service, when
operating conditions permit, under Rate Schedule PNR.
Florida Gas's currently effective maximum tariff rates were
established pursuant to the settlement of Florida Gas's Natural Gas Act Section
4 rate case filed in Docket No. RP96-366. Customers receiving service under Rate
Schedule FTS-2, however, are being charged rates that currently are less than
the maximum tariff rates applicable to Rate Schedule FTS-2 as a result of a
discount agreed to in the settlement reached in Florida Gas's Phase IV Expansion
proceeding and provisions in FERC orders in subsequent expansion proceedings.
Pursuant to the rate case settlement and the Phase IV Settlement, Florida Gas
filed a Natural Gas Act Section 4 rate case on October 1, 2003. Refer to Section
XIV.H.1.c., "FERC Imposed Tariff Adjustments" for further information about the
risks inherent in FERC rate reviews.
On December 1, 1998, Florida Gas filed a Natural Gas Act
Section 7 certificate application with FERC in Docket No. CP99-94-000 to
construct 205 miles of pipeline in order to extend the pipeline to Ft. Myers,
Florida and to expand capacity by approximately 272,000 MMBtu/d (Phase IV
Expansion). Expansion costs were estimated at $351 million. Florida Gas
requested that expansion costs be rolled into the rates applicable to FTS-2
(Incremental Expansion) service. On June 2, 1999, Florida Gas filed a
Stipulation and Agreement (Phase IV Settlement) which resolved all
non-environmental issues raised in the certificate proceeding and modified the
Rate Case Settlement to provide that Florida Gas could not file a general rate
case to increase its base tariff rates prior to October 1, 2001 (except in
certain limited circumstances), but was required to file a general rate case no
later than October 1, 2003. The Phase IV Settlement was approved by FERC by
order issued July 30, 1999, and became effective thirty days after the date that
Florida Gas accepted an order issued by FERC approving the Phase IV Expansion
project.
On August 23, 1999, Florida Gas amended its application on
file with FERC to eliminate a portion of the proposed facilities (that would be
delayed until the Phase V Expansion). The amended application reflected the
construction of 139.5 miles of pipeline and an expansion of capacity in order to
provide incremental firm service of approximately 196,405 MMBtu on an average
annual day, with estimated project costs of $262 million. The Phase IV Expansion
was approved by a FERC order issued February 28, 2000, and accepted by Florida
Gas on March 29, 2000. The Phase IV Expansion was placed in service on May 1,
2001. Total costs through December 31, 2002 were $244 million.
On December 1, 1999 Florida Gas filed a Natural Gas Act
Section 7 certificate application with FERC in Docket No. CP00-40-000 to
construct 215 miles of pipeline and 90,000 hp of compression and to acquire an
undivided interest in the existing Mobile Bay Lateral owned by Koch Gateway
Pipeline Company (now Gulf South Pipeline Company, LP), in order to expand the
system capacity to provide incremental firm service to several new and existing
customers of approximately 270,000 MMBtu on an average annual day (Phase V
Expansion).
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Expansion and acquisition costs were estimated at $437 million. Florida Gas
requested that expansion costs be rolled into the rates applicable to FTS-2
(Incremental Expansion) service. On August 1, 2000 and September 29, 2000,
Florida Gas amended its application on file with FERC to reflect the withdrawal
of two customers, the addition of a new customer and to modify the facilities to
be constructed. The amended application reflected the construction of 167 miles
of pipeline and 133,000 hp of compression to create additional capacity to
provide approximately 306 MMBtu/d of incremental firm service. The estimated
cost of the revised project was $462 million. The Phase V Expansion was approved
by FERC order issued July 27, 2001, and accepted by Florida Gas on August 7,
2001. Portions of the project were placed in service from December 2001 through
December 2002, with the remainder of the Phase V Expansion placed in service in
April 2003. Total estimated costs for the project are $425 million.
On November 15, 2001, Florida Gas filed a Natural Gas Act
Section 7 certificate application with FERC in Docket No. CP02-27-000 to
construct 33 miles of pipeline and 18,600 hp of compression in order to expand
the system to provide incremental firm service to several new and existing
customers of approximately 85,000 MMBtu on an average annual day. Expansion
costs are estimated at $100 million. Florida Gas requested the expansion costs
be rolled into rates applicable to FTS-2 service. The application was approved
by FERC order issued on June 13, 2002, and accepted by Florida Gas on July 19,
2002. Clarification was granted and a rehearing request of a landowner was
denied by FERC Order of September 3, 2002. Construction is underway, and the
first phase of the Phase VI Expansion was placed in-service on June 1, 2003.
Except for certain compression modifications, the remainder of the Phase VI
Expansion was placed in service on November 1, 2003.
By order on rehearing issued February 26, 2003, in Florida
Gas's Order No. 637 compliance, FERC determined that Florida Gas was required to
revise its tariff to afford within-the-path alternate nominations (which provide
shippers the option to ship their gas to a more distant point at no incremental
charge) a higher scheduling priority, but allowed Florida Gas to delay such
filing until it filed its Natural Gas Act Section 4 Rate Case, which was filed
on October 1, 2003. The February 26 Order also required Florida Gas to file
tariff revisions within fifteen days to permit shippers to release capacity
outside of the shippers' primary capacity paths.
On March 6, 2003, Florida Gas filed a motion for extension of
time requesting that Florida Gas be allowed to delay the tariff filing until its
next Natural Gas Act Section 4 rate case so that these changes, as well as the
within-the-path scheduling priorities, could be considered in the overall
context of cost allocation and rate design. FERC granted the request on March
18, 2003. Rehearing of the February 26 Order was sought on one issue and is
pending. Florida Gas and several customers have filed petitions with the D.C.
Circuit Court for review of these Order No. 637 compliance orders, docketed as
City of Tallahassee, et al. v. FERC, No. 03-1116, et al. In addition,
clarification of such order was also requested by a Florida Gas customer, and
such request is pending.
On March 26, 2003, FERC issued an order in Docket No.
RP03-311, requiring Citrus Trading to show cause as to why its blanket sales
certificate should not be revoked, referring vaguely to price manipulation
allegations (relating to 2000-2001 California market transactions and certain
trading activities on July 19, 2001 that occurred on EnronOnline(R), as
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contained in a FERC staff report that does not mention Citrus Trading). Citrus
Trading filed its response on April 16, 2003, and, among other things, argued
that the FERC order violated due process, because no specific allegations were
made against Citrus Trading, and since Citrus Trading had never sold gas into
the California market nor had it ever made trades on EnronOnline(R). Citrus
Trading requested that it be dismissed from the show cause proceeding and by
order issued June 25, 2003, FERC dismissed Citrus Trading from the proceeding,
taking no action against it.
On October 1, 2003, Florida Gas filed a general rate case,
Docket No. RP04-12, proposing rate increases for all services, based upon a cost
of service of approximately $167 million for the pre-expansion system and
approximately $342 million for the incremental system. Based on test period
reservation and usage determinants, the proposed rate increase under all Rate
Schedules, ignoring the impact of existing rate caps, negotiated rates, and
discounts, would generate approximately $56 million in additional annual
transportation revenues for Florida Gas. The overall return requested is 11.81%,
reflecting an 8.64% cost of debt and a 14.50% return on common equity, and is
based on a capital structure of 45.92% debt and 54.08% equity. The cost of
service for the pre-expansion system includes an increase in the depreciation
rate applicable to onshore facilities, from 2.13% to 3.00%. Further, Florida Gas
has proposed certain revisions to various rate schedules (to set a minimum level
of No Notice ("NNTS") service and to limit the rights of small firm shippers
(with straight-fixed tariff service "SFTS") to convert from FTS-1 service back
to SFTS). Florida Gas also requested waiver of the required refunctionalization
(from transmission to gathering) of its interest in the Matagorda Offshore
Pipeline System facilities, as the costs involved would be minor, and for which
a separate gathering rate would be administratively unjustified. In addition,
Florida Gas proposed to include the un-reimbursed costs of the Western Division
Expansion in its rate base (for which costs Florida Gas was to be reimbursed by
its affiliate, ENA). Other prospective changes proposed by Florida Gas include
(a) the change to a traditional cost-of-service (with straight-line
depreciation) for the expansion system, (b) a proposed capital expenditure
tracker which would allow recovery of and on certain future capital expenditures
through rates, and (c) compliance with Order No. 637 regarding capacity priority
and segmentation. Protests were due October 14, 2003, and a number were filed on
many aspects of the case. Some protesting parties requested summary
rejection/modification or expedited consideration of certain of these issues,
including Florida Gas's requests for the capital expenditure tracker and
proposed rate schedule revisions.
By order issued October 31, 2003, FERC accepted and suspended
the effectiveness of Florida Gas's proposed rates for the statutory period of
five months, which will allow Florida Gas to place the rates into effect subject
to refund on April 1, 2004. Also, FERC rejected the proposed capital expenditure
tracker, except in the case of security costs and required Florida Gas to file
revised tariff sheets providing that in the case of force majeure events,
Florida Gas will be required to refund only the return earned on the rate base
and tax components of the reservation charge while for other events (such as an
outage that does not qualify as a force majeure event) Florida Gas would be
required to refund the full amount. In addition, FERC stated that it was
re-docketing the Order No. 637 compliance tariff sheets from Florida Gas's rate
case to the Order No. 637 proceeding. Florida Gas is considering whether to file
for rehearing of the order or whether to seek consolidation of the rate case
with the Order No. 637 compliance proceeding. There can be no assurance as to
what rates FERC will ultimately approve. Finally, FERC stated that it will hold
a technical conference with regard to
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the NNTS and SFTS issues, with FERC staff required to submit a report on the
proposed changes within 120 days (prior to the end of the suspension period).
c. NORTHERN PLAINS. Approximately 98% of the agreed upon
cost of service for Northern Border Partners' interstate pipelines is attributed
to demand charges. The remaining 2% is attributed to commodity charges based on
the volumes of gas actually transported. Under the terms of settlement in
Northern Border Pipeline's 1999 rate case, neither Northern Border Pipeline nor
its existing shippers can seek rate changes until November 1, 2005, at which
time Northern Border Pipeline must file a new rate case. Midwestern and Viking
are under no obligation to file new rate cases, but may do so at their
discretion if they decide to seek a rate increase. Prior to a future rate case,
Northern Border Partners' pipelines will not be permitted to increase rates if
costs increase, nor will they be required to reduce rates based on cost savings.
As a result, these businesses' earnings and cash flow will depend on future
costs, contracted capacity, the volumes of gas transported, and their ability to
recontract capacity at acceptable rates.
Until new transportation rates are approved by FERC, Northern
Border Partners' pipelines continue to depreciate their transmission plants at
FERC-approved depreciation rates. For Northern Border Partners' pipelines, the
annual depreciation rates on transmission plants in service are 2.25% for
Northern Border Pipeline, 1.9% for Midwestern, and 2.0% for Viking. In order to
avoid a decline in the transportation rates established in future rate cases as
a result of accumulated depreciation, the interstate pipeline must maintain or
increase its rate base by acquiring or constructing assets that replace or add
to existing pipeline facilities or by adding new facilities.
In Northern Border Pipeline's 1995 rate case, FERC addressed
the issue of whether the federal income tax allowance included in Northern
Border Pipeline's proposed cost of service was reasonable in light of previous
FERC rulings. In those rulings, FERC held that an interstate pipeline is not
entitled to a tax allowance for income attributable to limited partnership
interests held by individuals. The settlement of Northern Border Pipeline's 1995
rate case provided that, until at least December 2005, Northern Border Pipeline
could continue to calculate the allowance for income taxes in the manner it had
historically used. In addition, a settlement adjustment mechanism was
implemented, which effectively reduces the return on rate base. These provisions
of the 1995 rate case were maintained in the settlement of Northern Border
Pipeline's 1999 rate case.
Northern Border Partners' pipelines also provide interruptible
transportation service. The maximum rate that may be charged to interruptible
shippers is calculated as the sum of the firm transportation maximum reservation
charge and commodity rate. Under its tariff, Northern Border Pipeline shares net
interruptible transportation service revenue and any new services revenue on an
equal basis with its firm shippers through October 31, 2003. However, Northern
Border Pipeline is permitted to retain revenue from interruptible transportation
service to offset any decontracted firm capacity. Neither Midwestern nor Viking
share revenue from interruptible transportation service with firm shippers.
From time to time, Northern Border Partners' pipelines file to
make changes to their respective tariffs to clarify provisions, to reflect
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current industry practices, and to reflect recent FERC rulings. In February
2003, Northern Border Pipeline filed to amend the definition of company use gas,
which is gas supplied by its shippers for its operations, to clarify the
language by adding detail to the broad categories that comprise company use gas.
Relying upon the currently effective version of the tariff, Northern Border
Pipeline included in its collection of company use gas quantities that were
equivalent to the cost of electric power at its electric-driven compressor
stations during the period of June 2001 through January 2003. On March 27, 2003,
FERC issued an order rejecting Northern Border Pipeline's proposed tariff
revision and requiring refunds with interest within 90 days of the order. The
refund with interest of approximately $10.3 million was made in May 2003.
Northern Border Pipeline is required to file a rate case with
the FERC to be effective no later than May 2006. Refer to Section XIV.H.1.c.,
"FERC Imposed Tariff Adjustments" for further information.
7. ENVIRONMENTAL REGULATION
The operations of the Pipeline Businesses are subject to
complex federal, state and local laws and regulations relating to the protection
of health and the environment, including laws and regulations that govern the
handling and release of natural gas and liquid hydrocarbon materials. As with
the petroleum and natural gas industry in general, complying with current and
anticipated environmental laws and regulations increases the Pipeline
Businesses' overall cost of doing business, including the Pipeline Businesses'
capital costs to construct, maintain, and upgrade equipment and facilities.
While these laws and regulations affect the Pipeline Businesses' maintenance
capital expenditures and net income, CrossCountry believes that they do not
affect the Pipeline Businesses' competitive position because the operations of
their competitors are similarly impacted.
Violations of environmental laws or regulations can result in
additional costs arising from correcting non-complying conditions or the
imposition of significant administrative, civil or criminal fines or penalties
and, in some instances, injunctions banning or delaying certain activities. The
Pipeline Businesses have ongoing programs designed to keep their facilities in
compliance with pipeline safety and environmental requirements. Although
CrossCountry believes that the Pipeline Businesses' operations and facilities
are in general compliance in all material respects with applicable environmental
and safety regulations, risks of substantial costs and liabilities are inherent
in pipeline and gas processing operations, and CrossCountry cannot provide any
assurances that they will not incur such costs and liabilities. Moreover, it is
possible that other developments, such as increasingly strict environmental and
safety laws, regulations and enforcement policies thereunder, and claims for
damages to property or persons resulting from the Pipeline Businesses'
operations, could result in substantial costs and liabilities. If the Pipeline
Businesses are unable to recover such resulting costs, earnings and cash
distributions could be adversely affected.
There are also risks of accidental releases into the
environment associated with the Pipeline Businesses' operations, such as leaks
of natural gas from the pipelines. Such accidental releases by the pipelines
could, to the extent not insured, subject CrossCountry or the Pipeline
Businesses to potential liabilities arising from environmental cleanup and
restoration costs, claims made by neighboring landowners or other third parties
for personal injury or
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property damage, and fines or penalties for any related violations of
environmental laws or regulations.
In addition, processing plants and gathering facilities owned
by Northern Border Partners are subject to Canadian national, provincial, and
local laws and regulations relating to safety and the protection of the
environment, which include the following Alberta laws: the Energy Resources
Conservation Act, the Oil and Gas Conservation Act, the Pipeline Act, and the
Environmental Protection and Enhancement Act.
Transwestern incurred, and continues to incur, certain costs
related to PCBs including costs related to migration of PCBs into certain
customers' facilities. These PCBs were originally introduced into the
Transwestern system through use of a PCB-based lubricant in the late 1960s and
early 1970s. Costs of these remedial activities for 2002 and 2001 were $2.8
million and $0.5 million, respectively. Costs are estimated to be $1.0 million
in 2003. Costs for managing PCBs on the Transwestern system for the same periods
are generally less than $0.1 million annually.
The State of New Mexico Environment Department on June 12,
2001 issued an Administrative Compliance Order Assessing a Civil Penalty (Action
No. AQCA-01-20) with a proposed penalty to Transwestern in the amount of
$160,000 for alleged violations of New Mexico air quality regulations associated
with an alleged turbine change without a permit modification at the Transwestern
Pipeline P-1 compressor station in Roosevelt County, New Mexico. Transwestern
and the New Mexico Environment Department have reached a settlement in
principle, subject to the execution of appropriate documents.
8. LITIGATION, REGULATORY PROCEEDINGS AND INVESTIGATIONS
Current and future litigation, regulatory proceedings and
governmental audits and investigations could, individually or in the aggregate,
have a material and adverse impact on CrossCountry. Refer to Sections IV.C.,
"Litigation and Government Investigations", IX.A.6., "Regulatory Environment",
and IX.D., "Legal Proceedings" for further information on current litigation,
regulatory proceedings and governmental investigations that involve or may
involve CrossCountry and its subsidiaries and affiliates.
B. PROPERTIES
1. GENERAL
CrossCountry intends to sublease office space from ENE for its
executive offices at 4 Houston Center in Houston, Texas.
The real property of the Transwestern, Florida Gas, and
Northern Border Partners pipeline systems fall into two basic categories: (a)
parcels that are owned in fee, such as sites for compressor stations, meter
stations, pipeline field offices, and communication towers; and (b) parcels
where the interest derives from leases, easements, rights-of-way, permits or
licenses from landowners or governmental authorities permitting the use of such
land for the construction and operation of the pipeline systems. The majority of
the property rights are classified in the latter category. The rights to
construct and operate the pipeline systems across certain properties were
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obtained through exercise of the power of eminent domain. Transwestern's,
Florida Gas's, and Northern Border Partners' interstate pipeline systems
continue to have the power of eminent domain in each of the states in which they
operate. However, a portion of their pipelines and associated facilities are
located on Native American lands held in trust by the DOI and administered by
the Bureau of Indian Affairs. The Pipeline Businesses may not have the power of
eminent domain with respect to Native American tribal lands. CrossCountry cannot
assure that it will continue to have access to rights-of-way on tribal lands
upon expiration of existing right-of-way grants or that it will be able to
obtain new rights-of-way on tribal lands upon the expiration of such grants.
Refer to Section XIV.H.1.h., "Continued Access to Tribal Lands" for further
information.
CrossCountry believes that the Pipeline Businesses have
satisfactory title to or the right to use all of the assets needed to operate
their pipeline systems. Although title or other rights to certain properties are
subject to encumbrances in some cases, such as customary interests generally
retained in connection with acquisition of real property, liens that can be
imposed in some jurisdictions for government-initiated action to clean up
environmental contamination, liens for current taxes and other burdens, and
easements, restrictions and other encumbrances to which the underlying
properties were subject at the time of contribution to CrossCountry,
CrossCountry believes that none of these burdens should materially detract from
the value of the Pipeline Businesses or from its interest in them, and none
should materially interfere with its use in the operation of the Pipeline
Businesses.
2. TRANSWESTERN
Transwestern holds the right, title and interest to its
pipeline system. Approximately 958 acres of Transwestern's property are held in
fee, which consist of compressor stations, meter stations, radio towers,
warehouses, and pipeline fee strips granted in lieu of rights-of-way. The
majority of Transwestern's pipeline system is constructed on rights-of-way
granted by the apparent record owners of the property or leases or permits from
governmental authorities such as the Bureau of Land Management, the National
Forest Service, and the State of Arizona. Several rights-of-way for
Transwestern's pipelines and other real property assets are shared with other
pipelines and other assets owned by third parties. The owners of the other
pipelines may not have commenced or concluded eminent domain proceedings for
some rights-of-way. In some instances, lands over which rights-of-way have been
obtained are subject to prior liens that have not been subordinated to the
right-of-way grants. Transwestern has obtained permits from public authorities
to cross over or under, or to lay facilities in or along, water courses, county
roads, municipal streets and state highways, and in some instances, these
permits are revocable at the election of the grantor. Transwestern has also
obtained permits from railroad companies to cross-over or under lands or
rights-of-way, many of which are also revocable at the grantor's election.
Transwestern has the right of eminent domain to acquire the rights-of-way and
lands necessary for Transwestern's pipeline system and has used this power in
order to acquire certain of the real property interests necessary for its
pipeline system.
On November 13, 2001, Transwestern entered into a credit
agreement with Citicorp North America, Inc., as Paying Agent, and Citicorp North
America, Inc. and JPMCB, as
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Co-Administrative Agents, pursuant to which Transwestern granted a
first-priority security interest in all of the property of Transwestern to the
paying agent.
A portion of the Transwestern pipeline system and related
facilities are located on Native American lands, including on those of the
Navajo Nation, Pueblo of Laguna, Southern Ute Indian Tribe, and Fort Mojave
Indian Reservations. Tribal lands are lands held in trust by the United States
for the benefit of a specific Indian tribe. Allotted lands are lands held in
trust by the United States for individual Native Americans or their heirs.
Transwestern has the right of eminent domain with respect to allotted lands. In
1959, Transwestern was granted two compressor station leases on Navajo Nation
tribal lands by the DOI. These leases, which had primary terms of 25 years and
optional additional 25-year terms, will expire in 2009. In 2001 Transwestern was
granted an extension for various right-of-way grants by the DOI for
approximately 347 miles of pipeline on Navajo tribal lands. This extension
expires in 2009. Transwestern has filed an application for the renewal of a
grant of right-of-way for 20 years of approximately 44 miles across allotted
lands on the Navajo Nation. The current right-of-way grants on allotted lands
will expire on December 31, 2003 or April 14, 2009.
In 2001, Transwestern was granted a renewal of a right-of-way
for a compressor station and approximately 31 miles of Pueblo of Laguna tribal
lands by the DOI. This renewal will expire in 2022. Transwestern is in the
process of negotiating a renewal or obtaining an easement pursuant to eminent
domain proceedings of approximately one mile of pipeline right-of-way across
Pueblo of Laguna allotted lands that expired on December 29, 2002.
In 1999, Transwestern was granted a renewal of a right-of-way
for approximately three miles of tribal lands on the Fort Mojave reservation by
the DOI. This renewal will expire in 2019.
In 1990, a predecessor in interest to Transwestern, Northwest,
was granted a right-of-way across approximately seven miles of Southern Ute
tribal lands by the DOI. This right-of-way expires in September 2005. By letter
dated May 27, 2003, representatives for the Southern Ute tribe notified
Transwestern that the Southern Ute's Tribe's 1996 resolution, which had approved
partial assignment of Northwest's interest in the grant of right-of-way, had
been revoked in a May 19, 2003 resolution. By letter dated September 2, 2003,
representatives for the Southern Ute tribe stated that Transwestern's failure to
file an application to obtain the Southern Ute Tribal Council's approval of the
transfer of the interest in the right-of-way from Northwest by September 15,
2003 would result in legal action. Transwestern representatives have contacted
the representatives for the Southern Ute tribe concerning the matter and further
discussions are scheduled. An application by Transwestern for approval of the
assignment of this interest from Northwest has been in the possession of the DOI
since 1999 with no action taken. Neither the 1990 grant of right-of-way nor the
1990 tribal resolution that reflected tribal consent for the 1990 grant of
right-of-way provide that consent of the Southern Ute's Tribe or the DOI is
required for an assignment of an interest in the 1990 grant or right-of-way.
Further, the 1948 General Right-of-Way Act, which authorized the 1990 grant of
right-of-way, and the DOI regulations issued under that Act, do not require
tribal or DOI consent or approval of assignments of rights-of-way. Refer to
Section XIV., "Risk Factors and Other Factors to be Considered" for further
information.
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CrossCountry cannot assure that it will continue to have
access to rights-of-way on tribal lands upon expiration of existing right-of-way
grants or that it will be able to obtain new rights-of-way on tribal lands upon
the expiration of such grants. Refer to Section XIV.H.1.h., "Continued Access to
Tribal Lands" for further information.
3. CITRUS
None of Citrus, Citrus Trading, or Citrus Energy Services have
any significant tangible properties.
Florida Gas holds the right, title, and interest to its
pipeline system. Approximately 948 acres of Florida Gas's property are held in
fee which consist of compressor stations, meter stations, radio towers,
warehouses, and fee strips granted in lieu of rights-of-way. Substantially all
of Florida Gas's pipeline system is constructed on rights-of-way granted by the
apparent record owners of the property or leases or permits from governmental
authorities such as the Texas General Land Office, the United States Forest
Service, and the Mineral Management Services. Several rights-of-way for Florida
Gas's pipeline system and other real property assets are shared with other
pipelines and other assets owned by third-parties. The owners of the other
pipelines may not have commenced or concluded eminent domain proceedings for
some rights-of-way. In some instances, lands over which rights-of-way have been
obtained are subject to prior liens that have not been subordinated to the
right-of-way grants. Florida Gas has obtained permits from public authorities to
cross over or under, or to lay facilities in or along, water courses, county
roads, municipal streets, and state highways, and in some instances, these
permits are revocable at the election of the grantor. Florida Gas has also
obtained permits from railroad companies to cross-over or under lands or
rights-of-way, many of which are also revocable at the grantor's election. In
some cases, property for pipeline purposes was purchased in fee. Florida Gas has
the right of eminent domain to acquire the rights-of-way and lands necessary for
its pipelines and has used this power in order to acquire certain of the real
property interests it owns.
The FTA is planning for several turnpike widening projects,
which may over the next ten years impact one or more of Florida Gas's mainlines
co-located in the FTA's right-of-way. The most immediate projects are five
Sunshine State Parkway projects, which are proposed to overlap Florida Gas's
pipelines, for a total of approximately 25 miles. Under certain conditions, the
existing agreement between Florida Gas and the FTA calls for the FTA to pay for
any new right-of-way needed for the relocation projects and for Florida Gas to
pay for construction costs. The actual amount of miles of pipe to be impacted
ultimately, and the relocation cost and/or right-of-way cost, recoverable
through rates, is undefined at this time due to the preliminary stage of FTA's
planning process.
4. NORTHERN PLAINS
Northern Plains does not hold the right, title, and interest
in any tangible properties.
Northern Border Pipeline, Midwestern, and Viking hold the
right, title and interest in their pipeline systems. Approximately 90 miles of
Northern Border Pipeline's pipeline system
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are located on fee, allotted, and tribal lands within the exterior boundaries of
the Fort Peck Indian Reservation in Montana. Tribal lands are lands owned in
trust by the United States for the Fort Peck Tribes and allotted lands are lands
owned in trust by the United States for an individual Indian or Indians.
Northern Border Pipeline has the right of eminent domain with respect to
allotted lands.
In 1980, Northern Border Pipeline entered into a pipeline
right-of-way lease with the Fort Peck Tribal Executive Board, for and on behalf
of the Assiniboine and Sioux Tribes of the Fort Peck Indian Reservation. This
pipeline right-of-way lease, which was approved by the DOI in 1981, granted to
Northern Border Pipeline the right and privilege to construct and operate its
pipeline on certain tribal lands. This pipeline right-of-way lease expires in
2011. Northern Border Pipeline also obtained a right-of-way across allotted
lands located within the reservation boundaries. Most of the allotted lands are
subject to a perpetual easement either granted by the Bureau of Indian Affairs
for and on behalf of individual Indian owners or obtained through condemnation.
Several tracts are subject to a right-of-way grant that has a term of fifteen
years, expiring in 2015.
Bear Paw Energy L.L.C., Border Midstream Services Ltd., and
Crestone Energy Ventures, through its membership interest in Bighorn Gas
Gathering, L.L.C., Lost Creek Gathering Company, L.L.C., and Fort Union Gas
Gathering, L.L.C. hold the right, title, and interest in their gathering and
processing facilities, which consist of low and high pressure gas gathering
lines, compression and measurement installations and treating, processing and
fractionation facilities. The real property rights for these facilities are
derived through fee ownership, leases, easements, rights-of-way, and permits.
Black Mesa holds title to its pipeline and pump stations. The
real property rights for Black Mesa facilities are derived through fee
ownership, leases, easements, rights-of-way and permits. Black Mesa holds
rights-of-way grants from private landowners as well as the Navajo Nation and
the Hopi Tribe. These rights-of-way grants extend for terms at least through
December 31, 2005, the date that Black Mesa's transportation contract with
Peabody Western Coal is presently scheduled to end.
C. HISTORICAL FINANCIALS, PROJECTIONS AND VALUATION
1. HISTORICAL FINANCIALS
Refer to Appendix I: "CrossCountry Historical Financials" for
historical financial information on Citrus and Transwestern and references to
Northern Border Partners' historical financial information filed with the SEC.
2. PROJECTIONS
In conjunction with formulating the Plan, as set forth on
Appendix J: "CrossCountry Financial Projections - 2003-2006", financial
projections have been prepared for CrossCountry for the four years ending
December 31, 2006. The projections for the fiscal year ended December 31, 2003,
include unaudited actual results through June 30, 2003. The projections are
based on a number of assumptions made with respect to the future operations and
performance of CrossCountry and should be reviewed in conjunction with a review
of the
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principal assumptions set forth on Appendix J: "CrossCountry Financial
Projections - 2003-2006". While the projections were prepared in good faith and
the Debtors believe the assumptions, when considered on an overall basis, to be
reasonable in light of the current circumstances, it is important to note that
the Debtors can provide no assurance that such assumptions will be realized and
Creditors must make their own determinations as to the reasonableness of such
assumptions and the reliability of the projections. Refer to Section XIV., "Risk
Factors and Other Factors to be Considered" for a discussion of numerous risk
factors that could affect CrossCountry's financial results.
3. VALUATION
Also, in conjunction with formulating the Plan, the Debtors
determined that it was necessary to estimate the post-confirmation equity value
of CrossCountry. Accordingly, Blackstone and the Debtors formulated such a
valuation, which is utilized in the Blackstone model. Such valuation is based,
in part, on the financial projections prepared by CrossCountry management and
included in Appendix J: "CrossCountry Financial Projections - 2003-2006". This
valuation analysis was used, in part, for the purpose of determining the value
of CrossCountry to be distributed to Creditors pursuant to the Plan and to
analyze the relative recoveries to Creditors under the Plan.
A. ESTIMATED VALUE. Based upon the methodology described
below, the Blackstone Model utilizes an estimated equity value of $1.490
billion, as the mid-point within a valuation range of $1.410 billion to $1.571
billion for CrossCountry at December 31, 2003. Therefore, assuming 75 million
shares of new CrossCountry Common Stock will be issued and distributed to or on
behalf of Creditors pursuant to the Plan, the value of such stock is estimated
to range from $18.79 to $20.95 per share; provided, however, that such estimate
does not reflect any dilution resulting from any long-term equity incentive
compensation plan(s) as may be adopted by CrossCountry. However, it is
anticipated that the impact of any such plan(s) to be adopted by PGE,
CrossCountry and Prisma will, in the aggregate, represent less than 1% of the
overall value to be distributed under the Plan. The estimated value is based
upon a variety of assumptions, as referenced below under "Variances and Risks,"
deemed appropriate under the circumstances. The estimated value per share of the
CrossCountry Common Stock may not be indicative of the price at which the
CrossCountry Common Stock will trade when and if a market for the CrossCountry
Common Stock develops, which price could be lower or higher than the estimated
value of the CrossCountry Common Stock. Accordingly, there can be no assurance
that the CrossCountry Common Stock will subsequently be purchased or sold at
prices comparable to the estimated values set forth above. Refer to Section
XIV., "Risk Factors and Other Factors to be Considered" for a discussion of
numerous risk factors that could affect CrossCountry's financial results.
B. METHODOLOGY. Two methodologies were used to derive
the value of CrossCountry based on the financial projections attached as
Appendix J: "CrossCountry Financial Projections - 2003-2006": (i) a comparison
of CrossCountry and its projected performance to comparable companies and how
the market values them, and (ii) a comparison of CrossCountry and its projected
performance to comparable companies in precedent transactions.
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The market-based approach involves identifying a group of
publicly traded companies whose businesses are comparable to those of
CrossCountry or significant portions of CrossCountry's operations, and then
calculating ratios of various financial results to the public market values of
these companies. The ranges of ratios derived are applied to the CrossCountry
projections to arrive at a range of implied values. Similarly, the comparable
transaction approach involves calculating various financial ratios based on the
prices paid for companies in similar lines of business as CrossCountry, and
applying these ratios to the CrossCountry projections to arrive at a range of
values.
4. VARIANCES AND RISKS. Refer to Section XIV.C., "Variance from
Valuations, Estimates and Projections" for a discussion regarding the potential
for variance from the projections and valuation described above and Section
XIV., "Risk Factors and Other Factors to be Considered" in general for a
discussion of risks associated with CrossCountry.
ESTIMATES OF VALUE DO NOT PURPORT TO BE APPRAISALS NOR DO THEY
NECESSARILY REFLECT THE VALUES THAT MAY BE REALIZED IF ASSETS ARE SOLD. THE
ESTIMATES OF VALUE REPRESENT HYPOTHETICAL EQUITY VALUES ASSUMING THE
IMPLEMENTATION OF CROSSCOUNTRY'S BUSINESS PLAN AS WELL AS OTHER SIGNIFICANT
ASSUMPTIONS. SUCH ESTIMATES WERE DEVELOPED SOLELY FOR PURPOSES OF FORMULATING
AND NEGOTIATING A CHAPTER 11 PLAN FOR THE DEBTORS AND ANALYZING THE PROJECTED
RECOVERIES THEREUNDER. THE ESTIMATED EQUITY VALUE IS HIGHLY DEPENDENT UPON
ACHIEVING THE FUTURE FINANCIAL RESULTS SET FORTH IN THE PROJECTIONS AS WELL AS
THE REALIZATION OF CERTAIN OTHER ASSUMPTIONS THAT ARE NOT GUARANTEED.
THE VALUATIONS SET FORTH HEREIN REPRESENT ESTIMATED VALUES AND
DO NOT NECESSARILY REFLECT VALUES THAT COULD BE ATTAINABLE IN PUBLIC OR PRIVATE
MARKETS. THE EQUITY VALUE ASCRIBED IN THE ANALYSIS DOES NOT PURPORT TO BE AN
ESTIMATE OF THE MARKET VALUE OF CROSSCOUNTRY STOCK DISTRIBUTED PURSUANT TO A
CHAPTER 11 PLAN. SUCH TRADING VALUE, IF ANY, MAY BE MATERIALLY DIFFERENT FROM
THE EQUITY VALUE RANGES ASSOCIATED WITH THE VALUATION ANALYSIS.
ADDITIONALLY, THE VALUES SET FORTH HEREIN ASSUME CERTAIN
LEVELS OF RATES FOR THE TRANSPORTATION OF NATURAL GAS AS SET BY FERC. SUCH RATES
ARE HIGHLY REGULATED AND SUBJECT TO PERIODIC CHANGES. THERE IS NO GUARANTEE THAT
THE CURRENT RATE LEVELS WILL NOT CHANGE MATERIALLY IN THE FUTURE OR WILL PROVIDE
ADEQUATE REIMBURSEMENT FOR THE SERVICES PROVIDED BY CROSSCOUNTRY. ANY SUCH
CHANGES ARE ENTIRELY BEYOND CROSSCOUNTRY'S CONTROL AND MAY HAVE A MATERIAL
ADVERSE IMPACT ON ACTUAL RESULTS. FURTHER, CROSSCOUNTRY OPERATES IN A HEAVILY
GOVERNMENT REGULATED INDUSTRY. IN THE ORDINARY COURSE OF ITS BUSINESS,
CROSSCOUNTRY IS SUBJECT REGULARLY TO INQUIRIES, INVESTIGATIONS AND AUDITS BY
FEDERAL AND STATE AGENCIES THAT OVERSEE VARIOUS NATURAL GAS PIPELINE
REGULATIONS. CHANGES TO THE CURRENT REGULATORY ENVIRONMENT MAY
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HAVE A MATERIAL ADVERSE IMPACT ON CROSSCOUNTRY'S ACTUAL RESULTS. REFER TO THE
ENTIRETY OF SECTION IX., "CrossCountry Energy Corp." AND SECTION XIV., "RISK
FACTORS AND OTHER FACTORS TO BE CONSIDERED" FOR FURTHER DISCUSSION ON THESE AND
OTHER RISKS ATTENDANT WITH THE NATURAL GAS PIPELINE INDUSTRY.
D. LEGAL PROCEEDINGS
In addition to the matters described below, from time to time
the Pipeline Businesses to be contributed to CrossCountry pursuant to the
formation transactions are subject to other claims and litigation arising in the
ordinary course of business. Although the final outcome of any legal proceeding
cannot be predicted with certainty, CrossCountry does not expect disposition of
these matters to have a materially adverse effect on its financial position,
results of operation or cash flows. Refer to Section IV.C., "Litigation and
Government Investigations" for further information regarding significant pending
litigation.
1. IN RE NATURAL GAS ROYALTIES QUI TAM LITIGATION, MDL DOCKET NO.
1293 (D. WY.), PREVIOUSLY CIVIL ACTION NOS. 97-D-1421 (D. COLO.) AND 97-2087
(E.D. LA.) AND OTHER CONSOLIDATED CASES. This proceeding was initiated against
Transwestern, Northern Border Pipeline, Citrus, Florida Gas, and certain of
their affiliates by a private person on behalf of the United States of America
under the FCA. The relator, as the plaintiff is called in FCA actions, alleges
that the defendants mismeasured the volume and heating content of natural gas
produced from federal and Indian leases. The relator further alleges that, as a
result, the defendants caused others to underpay the royalties that were due to
the United States government. The Pipeline Businesses believe that their
measurement practices conformed to the terms of their FERC Gas Tariffs, which
are filed with and approved by FERC. As a result, the Pipeline Businesses
believe that they have meritorious defenses (including FERC-related affirmative
defenses, such as the filed rate/tariff doctrine, the primary/exclusive
jurisdiction of FERC, and that the Pipeline Businesses complied with the terms
of their tariffs) to the lawsuit, which they are defending vigorously.
2. WILL PRICE, ET AL. V. GAS PIPELINES, ET AL. 26TH JUDICIAL
DISTRICT COURT OF STEVENS COUNTY, KANSAS (CASE NO. 99 CV-30). This proceeding is
a putative class action brought on behalf of gas producers, working interest
owners, royalty owners, and overriding royalty owners against Transwestern and
Florida Gas, among others. The plaintiffs allege that the defendants mismeasured
the volume and heating content of natural gas. The plaintiffs further allege
that the defendants, acting alone or in conspiracy with each other, underpaid
the gas producers for the production of natural gas and caused others to
underpay royalty owners. The Pipeline Businesses believe that their measurement
practices conformed to the terms of their FERC gas tariffs, which are filed with
and approved by FERC. As a result, the Pipeline Businesses believe that they
have meritorious defenses (including FERC-related affirmative defenses, such as
the filed rate/tariff doctrine, the primary/exclusive jurisdiction of FERC, and
that the pipelines complied with the terms of their tariffs) to the complaint
and are defending the suit vigorously. On April 10, 2003, the judge declined to
certify the class. On May 12, 2003, the plaintiff filed a motion for leave to
file an amended petition. This would be the fourth amended petition and only
includes defendants who were not part of the motion to dismiss for lack of
personal jurisdiction. On July 28, 2003, the judge granted leave to file the
fourth amended
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petition and it did not include Transwestern or Florida Gas. Therefore,
Transwestern and Florida Gas are no longer named defendants in the litigation.
3. CITRUS TRADING CORP. V. DUKE ENERGY LNG SALES, INC., DISTRICT
COURT OF HARRIS COUNTY, TEXAS, (CASE NO. 2003-12166). On March 7, 2003, Citrus
Trading filed a declaratory order action, involving a contract between it and
Duke Energy LNG. Citrus Trading requested that the court declare that Duke
Energy LNG breached the parties' natural gas purchase contract by failing to
provide sufficient volumes of gas to Citrus Trading. The suit seeks damages and
a judicial determination that Duke Energy LNG has not suffered a "loss of
supply" under the parties' gas purchase contract, which could, if such "loss of
supply" continued, have given rise to the right of Duke Energy LNG to terminate
the contract at some point in the future. On April 14, 2003, Duke Energy LNG
sent Citrus Trading a notice that the contract was terminated effective as of
April 16, 2003. Duke Energy LNG has continued to refuse to perform under the
contract. Duke Energy LNG has answered and filed a counterclaim, arguing that
Citrus Trading has breached a "resale restriction" on the gas and that Citrus
Trading failed to timely increase the amount of a letter of credit. Citrus
Trading disputes that it has breached the agreement, or that any event has given
rise to a right to terminate by Duke Energy LNG. On April 29, 2003, Duke Energy
LNG filed to remove the case to federal court. On May 28, 2003, Citrus Trading
filed a motion to remand the case to state court. On June 2, 2003, Citrus
Trading notified Duke Energy LNG that because Duke Energy LNG had not cured its
default, Citrus Trading terminated the agreement effective as of June 5, 2003.
On August 8, 2003, Citrus Trading sent its final "termination payment" invoice
to Duke Energy LNG in an amount of $187 million. On July 31, 2003, the federal
court granted Citrus Trading's motion and remanded the case to state court.
Discovery is underway. On August 18, 2003, Duke Energy LNG filed a Third-Party
Petition against its Algerian suppliers ("Sonatrach" and "SonaTrading
Amsterdam") for ceasing to ship supplies of LNG to Duke Energy LNG. Citrus
Trading opposed this Petition since, among other things, even if a failure by
Duke Energy LNG to receive LNG supply from a supplier such as Sonatrach or
SonaTrading Amsterdam occurred, Duke Energy LNG was nevertheless required to
continue to furnish supplies to Citrus Trading for a stated period of time. On
October 6, 2003, the court ruled that, although Duke Energy LNG may attempt to
acquire service on its Algerian suppliers, Duke Energy LNG's claims against the
suppliers would be tried separately (and thus, not delay or otherwise impact the
prosecution of Citrus Trading's claim against Duke Energy LNG).
Also on October 6, 2003, Citrus Trading filed an Amended
Petition, alleging wrongful termination against Duke Energy LNG and containing
the termination damages. On October 17, 2003, the court reversed its October 6
ruling that Duke's claim against the Algerian suppliers would be tried
separately. On October 24, 2003, and October 28, 2003, Duke Energy LNG filed
first and second amended Third Party Petitions, claiming that the Algerians'
breach of contract (as determined by an arbitration proceeding decided in
London, England) and liability to Duke Energy LNG results in the Algerian
suppliers being responsible for any damages the court may ultimately find Duke
Energy LNG owes to Citrus Trading. On October 29, 2003, SonaTrading Amsterdam
filed a special appearance in state court claiming lack of personal jurisdiction
and removed Citrus Trading Corp. v. Duke Energy Sales LNG, Inc. to federal
court. This could delay Citrus Tradings' recovery of damages. This is a disputed
matter, and there can be no assurance as to what amounts, if any, Citrus Trading
will recover.
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4. FERC ORDER TO RESPOND. On August 1, 2002, FERC issued to
Transwestern an order to respond. The order required Transwestern to provide
written responses stating why FERC should not find that: (1) Transwestern
violated FERC's accounting regulations by failing to maintain written cash
management agreements with ENE; and (2) the secured loan transactions entered
into by Transwestern in November 2001 were imprudently incurred and why the
costs arising from such transactions should be passed on to ratepayers.
Transwestern filed a response to the order and subsequently entered into a
settlement with FERC staff that resolved the issues raised by the order. FERC
has approved this settlement; however, a group of Transwestern's customers has
filed a request for clarification and/or rehearing of FERC order approving the
settlement. This customer group claims that there is an inconsistency between
the language of the settlement agreement and the language of the FERC order
approving the settlement. This alleged inconsistency relates to Transwestern's
ability to pass on to its ratepayers the costs of any replacement or refinancing
of the secured loan transactions entered into by Transwestern in November 2001.
Transwestern has filed a response to the customer group's request for rehearing
and/or clarification and this matter is currently awaiting FERC action.
5. EUGENE LAVENDER, ET AL. V. FLORIDA GAS TRANSMISSION COMPANY,
ET AL., U.S. DISTRICT COURT, SOUTHERN DISTRICT OF ALABAMA (CASE NO.
CV-02-0361-JG-L). This proceeding is associated with the construction and
operation of Florida Gas Compressor Station Number 44, which was built as part
of the Phase V Expansion. The plaintiffs allege negligence, wantonness,
nuisance, strict liability, personal injury, loss of wages, and inverse
condemnation. This suit is the consolidation of 13 different lawsuits filed in
Mobile County Circuit Court that were removed to federal court. There are 25
individual plaintiffs owning 13 different tracts of land in the vicinity of
Compressor Station Number 44. Mediation was held on July 22, 2003 but was
unsuccessful. In an order dated August 6, 2003 the Court granted summary
judgment against the plaintiffs on a number of claims, including those that
might result in punitive damages, thereby limiting plaintiffs' claims to
nuisance and negligence. Prior to this order the plaintiffs stated their claim
at trial would be $4,295,000. On August 15, 2003, plaintiffs filed a Motion to
Reconsider, Alter or Amend the Court's summary judgment order that was denied by
order dated September 11, 2003. The parties have reached a settlement in
principle, subject to the execution of appropriate documents.
6. FLORIDA GAS TRANSMISSION CO. V. WRIGHT, ET AL., 20TH JUDICIAL
CIRCUIT COURT, CHARLOTTE COUNTY, FLORIDA (CASE NO. 00-1902-CA). This proceeding
relates to a condemnation by Florida Gas for the acquisition of a right-of-way
by Florida Gas during its Phase IV Expansion. An Easement Agreement between
Florida Gas and the owner of the property was executed but the owner threatened
to commence a post-pipeline construction lawsuit for damages. The owner agreed
to stipulate to taking of the right-of-way by Florida Gas for the agreed upon
price but is contesting the route and the amount of the damages to the land.
Florida Gas has filed a motion to dismiss, and at a hearing on July 28, 2003,
the motion was denied. The owner's demand for damages is $1,872,500 excluding
fees and costs.
7. FLORIDA GAS TRANSMISSION CO. V. BATTISTA, ET AL., 20TH
JUDICIAL CIRCUIT COURT, CHARLOTTE COUNTY, FLORIDA (CASE NO. 00-319-CA). This
proceeding, which relates to a condemnation by Florida Gas for the acquisition
of a right-of-way by Florida Gas during its Phase IV Expansion, involves a claim
by the owner of the land for possible sod crop damage due
442
to drainage obstruction by Florida Gas. Florida Gas has filed a motion to
dismiss, and at a hearing on July 28, 2003, the motion was denied. The owner's
demand is $1,469,000 excluding fees and costs.
8. MOYE V. EXXON CORP., ET AL., 35TH JUDICIAL CIRCUIT COURT,
MONROE COUNTY, ALABAMA (CASE NO. CV-98-20). In this proceeding, a mineral owner
seeks damages for mismeasurement of natural gas production, as well as,
subsequent underpayment of royalties against defendants ExxonMobil, et al.,
alleging the duty to measure properly under contracts with royalty owners. The
pipelines, including Florida Gas, were subsequent measurers and are alleged to
have measured gas incorrectly. Damages for underpayment of royalties and
mismeasurement are unspecified. The mineral owner was granted class
certification as to ExxonMobil only; Florida Gas was not included in the class
certification order.
9. AIR LIQUIDE AMERICAN CORP., ET AL. V. UNITED STATES ARMY CORPS
OF ENGINEERS, ET AL., U.S. DISTRICT COURT, SOUTHERN DISTRICT OF TEXAS, HOUSTON
DIVISION (CASE NO. H-98-3982). Florida Gas is among sixteen plaintiffs seeking
reimbursement from the Port Authority of Houston for the cost of moving their
pipelines in the Houston Ship Channel. In January 2002, the court ordered the
Port Authority of Houston to pay the cost of moving the pipelines. The Port
Authority has appealed and oral arguments took place on September 3, 2003. The
potential recovery for Florida Gas is approximately $4 million.
10. ASSINIBOINE & SIOUX TRIBES OF THE FORT PECK INDIAN RESERVATION
V. NORTHERN BORDER PIPELINE CO., TRIBAL COURT (No. 01-7-243). On July 31, 2001,
the Assiniboine and Sioux Tribes of the Fort Peck Indian Reservation filed suit
in Tribal Court against Northern Border Pipeline to collect more than $3 million
in back taxes, with interest and penalties relating to a utilities tax on
certain of Northern Border Pipeline rights-of-way within the Fort Peck
Reservation. During mediation the parties agreed in principle to a settlement on
pipeline right-of-way lease and taxation issues, subject to final documentation
and necessary governmental approvals.
E. DIRECTORS
On the Effective Date, CrossCountry's board of directors shall
consist of individuals designated by the Debtors, after consultation with the
Creditors' Committee, all of which shall be disclosed prior to the Confirmation
Hearing. In the event that, during the period from the Confirmation Date up to
and including the Effective Date, circumstances require the substitution of one
(1) or more persons selected to serve, the Debtors shall file a notice thereof
with the Bankruptcy Court and, for purposes of section 1129 of the Bankruptcy
Code, any such replacement person, designated after consultation with the
Creditors' Committee, shall be deemed to have been selected or disclosed prior
to the Confirmation Hearing. Thereafter, the terms and manner of selection of
the directors of CrossCountry shall be as provided in the CrossCountry
Certificate of Incorporation and CrossCountry By-laws, as the same may be
amended. Each director will serve until a successor is elected and qualified or
until his earlier resignation or removal.
Set forth below is biographical information for five
individuals who are currently members of CrossCountry's board of directors on
the Effective Date. Each of these directors has
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held his position at CrossCountry since CrossCountry's formation or shortly
thereafter. It is expected that these directors will comprise the board of
directors on the Effective Date. Currently there is an interim management team
in place for CrossCountry.
1. RAYMOND S. TROUBH
Mr. Troubh, 77, is a financial consultant. He has been an ENE
director since November 27, 2001 and Chairman of the Board of ENE since November
14, 2002. He is also a director of ARIAD Pharmaceuticals, Inc., Diamond Offshore
Drilling, Inc., General American Investors Company, Gentiva Health Services,
Inc., Petrie Stores Liquidating Trust (Trustee), Triarc Companies, Inc., and WHX
Corporation. He formerly was a partner of Lazard Freres and Co. and previously
served on the boards of several public companies such as Time Warner, Starwood
Hotels, and America West Airlines, among others.
2. CORBIN A. MCNEILL, JR.
Mr. McNeill, 63, is the retired chairman and CEO of Exelon
Corporation, which was formed in October 2000 by the merger of PECO Energy
Company and Unicom Corporation. Prior to the merger, he was chairman, president,
and CEO of PECO Energy. Mr. McNeill completed a 20 year career with the U.S.
Navy in 1981 and then joined the New York Power Authority as resident manager of
the James A. Fitzpatrick nuclear power plant. He also worked at Public Service
Electric and Gas Company prior to joining PECO in 1988 as executive vice
president, nuclear. Mr. McNeill has been a director of ENE since May 30, 2002.
He also serves on the boards of the Electric Power Research Institute and
Associated Electric & Gas Services Limited.
3. JAMES J. GAFFNEY
Mr. Gaffney, 63, is a financial consultant specializing in
companies that have emerged from bankruptcy proceedings, undergone consensual
restructurings, or have otherwise had financial/operational difficulties. Mr.
Gaffney has served on the boards of General Aquatics Inc., Ayers Chairmakers
Inc., Brown Jordan Company, General Refractories Company, Imperial Sugar
Company, SCP Pool Inc., and Hexcel Inc. Mr. Gaffney earned a Master of Business
Administration degree from New York University in 1967 and a Bachelors of
Business Administration degree from St. John's University in 1963.
4. GARY L. ROSENTHAL
Mr. Rosenthal, 54, is the President of Heaney Rosenthal Inc.,
a private equity financial consultant. Mr. Rosenthal has served on the boards of
Hydrochem Holding Inc., Axia Incorporated, Wheatley TXT Corp., Dresser Inc., Oil
States International, Inc., Pioneer Companies Inc., and Texas Petrochemical
Holdings Inc. Mr. Rosenthal was a Partner with Vinson & Elkins until 1987, and
clerked at the United States Fifth Circuit Court of Appeals. He earned a J.D.
from Harvard Law School in 1975, and an A.B. from Harvard University in 1971.
444
5. MICHAEL L. MUSE
Mr. Muse, 54, is an attorney and certified public accountant
and has been involved in personal investments, including domestic and foreign
oil and gas investments, since 1985, when the airline he co-founded, Muse Air
Corporation, was sold to Southwest Airlines Co. Prior to founding Muse Air
Corporation in 1980, Mr. Muse was a Tax Manager at Price Waterhouse & Co., and
Counsel - Contracts and Administration, and Vice President - Finance and
Administration & Chief Financial Officer, at Southwest Airlines Co. Mr. Muse
earned a B.A. in Economics from Vanderbilt and a J.D. from the University of
Texas School of Law.
F. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
1. FORMATION OF CROSSCOUNTRY
Crosscountry was incorporated in the State of Delaware on May
22, 2003 for the purpose of acquiring the CrossCountry Equity Interests. On June
24, 2003, CrossCountry and the CrossCountry Enron Parties entered into the
CrossCountry Contribution and Separation Agreement, which governs the
contribution of the CrossCountry Equity Interests. On September 25, 2003, the
Bankruptcy Court issued an order approving the transfer of the CrossCountry
Equity Interests and the shared services assets from the CrossCountry Enron
Parties to CrossCountry and other related transactions, pursuant to the
CrossCountry Contribution and Separation Agreement. The closing of the
CrossCountry Contribution and Separation Agreement is planned to occur in the
fourth quarter of 2003, at which time CrossCountry and the CrossCountry Enron
Parties will enter into certain ancillary agreements, including the Transition
Services Agreement, the Transition Services Supplemental Agreement, the Tax
Sharing Agreement, the Ardmore Collocation License Agreement, and the Cross
License Agreement, as more fully described below. On October 9, 2003 pursuant to
an order of the Bankruptcy Court, Enron Operations, L.P. was dissolved, and EOC
Preferred, a wholly owned subsidiary of ENE, became its successor in interest
under the CrossCountry Contribution and Separation Agreement. Immediately
following the dissolution of Enron Operations, L.P., ETS and EOS were converted
to Delaware limited liability companies.
The ancillary agreements, together with the CrossCountry
Contribution and Separation Agreement, will govern the relationship between the
CrossCountry Enron Parties and CrossCountry subsequent to the contribution of
the CrossCountry Equity Interests and provide for the allocation of tax, the
performance of certain interim services, and the definition of other rights and
obligations until the distribution of shares of capital stock of CrossCountry
pursuant to the Plan. In addition, the CrossCountry Contribution and Separation
Agreement sets forth certain shareholder protection provisions with respect to
CrossCountry and indemnification obligations of the CrossCountry Enron Parties
and CrossCountry, as more fully described below.
a. CROSSCOUNTRY CONTRIBUTION AND SEPARATION AGREEMENT.
The CrossCountry Enron Parties, pursuant to the CrossCountry Contribution and
Separation Agreement, will contribute the CrossCountry Equity Interests to
CrossCountry in exchange for shares of CrossCountry common stock commensurate
with the value of the CrossCountry Equity Interests contributed. In addition,
certain of the CrossCountry Enron Parties will contribute information technology
and other assets to be used by each of the Pipeline Businesses.
445
The shares of CrossCountry common stock to be issued in
connection with the CrossCountry Contribution and Separation Agreement are set
forth below:
Shares of CrossCountry
Common Stock To Be Issued in Exchange for
Equity Interest/Asset Contributed By Equity Interest
---------------------- --------------- -------------------------------------------
500 shares of Class B common ENE 2,400 shares of Common Stock
stock, par value $1.00 per
share, of Citrus
400 shares of common stock, par ENE 644 shares of Common Stock
value $1.00 per share, of
Northern Plains
800 shares of common stock, par ETS 2,182 shares of Common Stock
value $0.01 per share, of
Transwestern Holding, and the
voting trust certificate for two
hundred (200) shares of common
stock, par value $0.01 per
share, of Transwestern Holding
1,000 shares of common stock, ETS 32 shares of Common Stock
par value $0.01 per share of CGNN
Transfer of certain shared ETS 7 shares of Common Stock
services assets
1,000 shares of common stock, EOC Preferred 1 share of Common Stock
par value $1.00 per share, of
NBP Services
Transfer of certain shared EOS 9 shares of Common Stock
services assets
The CrossCountry Contribution and Separation Agreement
contemplates the eventual distribution by a CrossCountry Distributing Company to
creditors of shares of CrossCountry common stock under the Plan, and the
following actions to be taken by CrossCountry and the CrossCountry Enron Parties
to effectuate that distribution:
- each CrossCountry Enron Party and CrossCountry will
take necessary actions to conform the organizational
documents and capital structure of the CrossCountry
Distributing Company as necessary to effectuate the
distribution;
- CrossCountry will and, if applicable, the
CrossCountry Enron Parties will cause the
Distributing Company to prepare, file, and use
commercially reasonable efforts to have declared
effective a registration statement on
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Form 10 by the SEC and use its reasonable best
efforts to have approved an application for listing
of its capital stock on a national securities
exchange or quoted in one of the NASDAQ markets;
- to the extent provided in the Plan, on the date of
the initial distribution of capital stock of the
Distributing Company, the shares of CrossCountry
common stock held by the CrossCountry Enron Parties
will be cancelled or assigned to a Distributing
Company, if applicable;
- CrossCountry will and, if applicable, the
CrossCountry Enron Parties will cause the
Distributing Company to issue the number of shares of
its capital stock required by the Plan (with such
shares not immediately distributed to creditors being
held in a reserve for Disputed Claims), and take all
actions necessary to ensure that those shares are
duly authorized, validly issued, fully paid and
nonassessable and free of any preemptive rights;
- subject to certain exceptions in the CrossCountry
Contribution and Separation Agreement, CrossCountry
will bear the expenses incurred in connection with a
distribution of its shares;
- ENE intends to obtain such consents as are necessary
to effect the distribution of capital stock of the
CrossCountry Distributing Company pursuant to the
Plan. Refer to Section XIV.A.4., "Delayed
Distribution or Non-Distribution of Plan Securities"
for further information; and
- with respect to any claims relating to
pre-contribution obligations (including intercompany
notes or receivables) owed by ENE and its affiliates
(other than CrossCountry and its subsidiaries) to
CrossCountry or any of its subsidiaries, CrossCountry
agrees to, and to cause its subsidiaries to, and to
cause any assignee or successor in interest to such
obligations to agree to, submit a Ballot voting in
favor of the Plan, to the extent such claims entitle
the holder thereof to vote on the Plan.
(i) INDEMNIFICATION
(A) TAX INDEMNIFICATION. ENE has agreed
to indemnify the CrossCountry Indemnified Parties against any taxes, or
liabilities incurred in connection with taxes, of any subsidiary of CrossCountry
that are imposed upon such subsidiary by reason of its being severally liable
for any taxes of ENE and its subsidiaries (other than CrossCountry and its
subsidiaries) pursuant to Treasury Regulation Section 1.1502-6(a) or any
analogous state, local, or foreign law. This obligation to indemnify terminates
upon the closing of the Chapter 11 Cases.
(B) EMPLOYEE BENEFITS INDEMNIFICATION.
ENE has agreed to indemnify the CrossCountry Indemnified Parties against any
liabilities arising out of any employee benefit plan sponsored by ENE that are
imposed upon any CrossCountry subsidiary (i) under Title IV of ERISA or (ii) due
to participating employer status in the Enron Corp. Savings Plan. This
obligation to indemnify terminates upon the closing of the Chapter 11 Cases.
447
(C) TGS RELATED INDEMNIFICATION. In
connection with ENE's investment in TGS, ENE included Transwestern as a member
of the "economic group" of ENE-controlled companies, and Transwestern agreed to
provide ongoing technical support to the ENE affiliate, EPCA, serving as the
Technical Operator for the TGS pipeline. Refer to Section IX.F.2.a., "TGS" for
further information. CrossCountry has agreed to provide ENE with written notice
of any communication from TGS, EPCA, any direct or indirect stakeholder in TGS
(if such communication relates to TGS), or the Argentine government. Regardless
of whether ENE has received such notice, ENE may request in writing that
CrossCountry cause Transwestern to perform certain services or take certain
actions with respect to existing obligations relating to TGS or EPCA.
CrossCountry has agreed to cause Transwestern to perform such services or take
such actions promptly upon the receipt of such notice, and shall cause
Transwestern to perform in a reasonably prudent manner and in accordance with
natural gas pipeline industry standards in the United States.
Under the CrossCountry Contribution and Separation Agreement,
ENE has agreed to indemnify the CrossCountry Indemnified Parties against any
liabilities incurred by CrossCountry in connection with third-party claims
arising from ENE's investment in TGS, including potential liabilities that may
result from Transwestern's ceasing to be a member of ENE's economic group.
However, ENE will have no obligation to indemnify CrossCountry for any such
liabilities if (i) CrossCountry fails to provide ENE with a notice of certain
communications relating to TGS when required to do so or (ii) such liabilities
arise from any action or inaction by Transwestern that is not in accordance with
the performance standards or requested by ENE.
CrossCountry has agreed to indemnify the Enron Indemnified
Parties against any liabilities incurred by an Enron Indemnified Party as a
result of (w) CrossCountry's failure to provide ENE with notice when required to
do so, (x) Transwestern's refusal or failure to promptly perform services or
actions set forth in a notice from ENE requesting such performance, (y)
performance pursuant to such notice that is not in accordance with the
performance standard set forth in the CrossCountry Contribution and Separation
Agreement or (z) Transwestern's election to perform services or take any action
in the absence of a notice requesting performance from ENE, or to perform
services or take actions in addition to those specified in any such notice. The
obligations to indemnify with respect to TGS-related matters terminate upon the
closing of the Chapter 11 Cases.
(D) GENERAL INDEMNIFICATION. In
addition to the indemnification obligations described above, CrossCountry and
ENE have agreed to indemnify the Enron Indemnified Parties and the CrossCountry
Indemnified Parties, respectively, against any liabilities resulting from
third-party claims caused by a material breach by such party of the CrossCountry
Contribution and Separation Agreement. In addition, CrossCountry has agreed to
indemnify the Enron Indemnified Parties against any liabilities arising out of
any guaranty (existing on or prior to closing) of any obligation of CrossCountry
or its subsidiaries by ENE or any affiliate of ENE (other than CrossCountry and
its subsidiaries). Each party's obligation to indemnify pursuant to the general
indemnification will terminate upon the initial distribution to creditors of
CrossCountry Common Stock pursuant to the terms of the Plan except for the
obligation to indemnify against liabilities arising out of a material breach of
448
covenants in the Contribution and Separation Agreement that by their terms
contemplate performance after such date which shall survive for the applicable
period of time set forth in such covenant.
(E) LIMITATIONS ON INDEMNIFICATION. The
CrossCountry Enron Parties, on the one hand, and CrossCountry, on the other
hand, shall not be required to indemnify the CrossCountry Indemnified Parties
and the Enron Indemnified Parties, respectively, for any liabilities resulting
from third-party claims caused by a material breach by such party of the
CrossCountry Contribution and Separation Agreement or liabilities arising under
the Transition Services Agreement, exceeding $125 million in the aggregate.
(ii) TERMINATION. ENE may unilaterally terminate the
CrossCountry Contribution and Separation Agreement at any time in its
discretion, subject to the consent of the Creditors' Committee.
Upon the occurrence of an event that is materially adverse to
the business, financial condition or assets of CrossCountry and its subsidiaries
prior to the closing date, ETS may terminate the CrossCountry Contribution and
Separation Agreement if the board of directors of ETS determines in good faith
that the exercise of its fiduciary duties requires that ETS terminate the
CrossCountry Contribution and Separation Agreement.
(iii) CERTAIN GOVERNANCE PROVISIONS. From the closing date
until the initial distribution of CrossCountry Common Stock pursuant to the
terms of the Plan, CrossCountry has agreed that it will not take the following
actions without the approval of a majority of CrossCountry's stockholders:
- disposing of any capital stock held directly or
indirectly by CrossCountry in certain pipeline and
service companies or selling any significant portion
of the assets of CrossCountry or such companies;
- entering into any new lines of business or changing
the fiscal year;
- establishing or modifying significant accounting
methods, practices or policies or significant tax
policies;
- registering securities of CrossCountry or certain
subsidiaries of CrossCountry for issuance under
federal or state securities laws;
- issuing any capital stock of CrossCountry or certain
subsidiaries of CrossCountry, or any securities
convertible into, or exercisable or exchangeable for,
capital stock of CrossCountry or certain subsidiaries
of CrossCountry;
- creating or assuming any indebtedness for borrowed
money in excess of $40 million in the aggregate for
CrossCountry and certain of its subsidiaries, except
for renewals, roll-overs, or refinancings of existing
indebtedness;
449
- adopting or materially amending any equity-based
bonus or employee benefit plan or program;
- incurring (x) any non-maintenance capital
expenditures, or commitments to make non-maintenance
capital expenditures, in excess of $15 million in the
aggregate per CrossCountry fiscal year and/or per
project or group of related projects or (y) annual
maintenance capital expenditures, or commitments to
make annual maintenance capital expenditures, in
excess of $50 million in the aggregate, in each case,
by CrossCountry and certain of its subsidiaries;
- compromising or settling litigation in excess of $2
million; or
- entering into any joint venture, partnership, merger,
or other business combination transaction.
Until the distribution of CrossCountry Common Stock to
Creditors pursuant to the Plan, CrossCountry has agreed that it will cause its
controlled subsidiaries not to, and will use commercially reasonable efforts,
subject to any applicable fiduciary and/or contractual obligations, to cause its
non-controlled subsidiaries not to, engage in the above actions. CrossCountry
has also agreed to cause its subsidiaries to include these provisions in their
respective certificates of incorporation. Refer to Section XIV.A.4., "Delayed
Distribution or Non-Distribution of Plan Securities" for further information.
At the closing, CrossCountry will file an amended and restated
certificate of incorporation setting forth the same shareholder protection
provisions. ENE has agreed that it will request that the CrossCountry Approval
Order provide that CrossCountry may not amend the provisions of its amended and
restated certificate of incorporation without first obtaining an order of the
Bankruptcy Court permitting such amendment.
Upon the written request (if any) of ENE to CrossCountry, at
any time prior to the initial distribution of capital stock of the Distributing
Company, the board of directors of CrossCountry will commence an auction process
for the sale of certain of its businesses or assets, subject to CrossCountry
stockholder approval of the terms and conditions of such sale. ENE has agreed
that the CrossCountry Approval Order will provide that CrossCountry must first
obtain an order of the Bankruptcy Court authorizing such stockholder approval.
(iv) TRANSFER OF SHARED SERVICES ASSETS. Prior to the
closing, EOS and ETS will assign to CrossCountry or a designated subsidiary of
CrossCountry certain assets, including certain information technology and the
Ardmore Data Center in Houston, Texas, on an "as-is," "where-is" basis. The
Ardmore Data Center is the primary internet/telecommunications center for ENE
and its affiliates, including the Pipeline Businesses. The servers, storage area
network equipment, and phone switch equipment for ENE and its affiliates,
including the Pipeline Businesses, are located at Ardmore. Under the Transition
Services Agreement described below, CrossCountry agrees to provide support
services to ENE relating to the Ardmore Data Center.
450
(v) CONDITIONS TO CLOSING. In addition to customary
conditions to the obligations of the parties, including the absence of material
breaches of the CrossCountry Contribution and Separation Agreement, performance
of all covenants and agreements and the delivery of all closing documentation,
the obligation of the parties under the CrossCountry Contribution and Separation
Agreement is conditioned upon (i) obtaining the CrossCountry Approval Order,
(ii) the release of all liens on the CrossCountry Equity Interests imposed in
connection with ENE's Amended DIP Credit Agreement, (iii) obtaining the
necessary consents under Transwestern's credit facility, and (iv) obtaining
consent from the FCC.
b. ANCILLARY AGREEMENTS
(i) TRANSITION SERVICES AGREEMENT. At the
closing of the transactions contemplated by the CrossCountry Contribution and
Separation Agreement, CrossCountry and ENE will enter into a Transition Services
Agreement pursuant to which ENE will provide to CrossCountry, on an interim,
transitional basis, various services, including, but not limited to, the
following categories of services: (i) office space and related services, (ii)
information technology services, (iii) SAP accounting system usage rights and
administrative support, (iv) tax services, (v) cash management services, (vi)
insurance services, (vii) contract management and purchasing support services,
(viii) corporate legal services, (ix) corporate secretary services, (x) off-site
and on-site storage, (xi) payroll, employee benefits and administration
services, and (xii) services from RAC on a defined project basis. CrossCountry
will provide to ENE, on an interim, transitional basis, various services,
including, but not limited to, the following categories of services: (i) floor
space for servers and other information technology equipment, (ii) technical
expertise and assistance, including, without limitation, pipeline integrity,
safety, environmental and compliance, (iii) accounts payable support, and (iv)
accounting services relating to businesses owned directly or indirectly by ETS
immediately prior to closing.
The parties are expected to enter into a Transition Services
Supplemental Agreement at the closing of the CrossCountry Contribution and
Separation Agreement. Subject to the consent of the Creditors' Committee, the
Transition Services Supplemental Agreement will more fully delineate the
services provided within each category set forth in the Transition Services
Agreement. The charges for such transition services will be cost based. Certain
services will be charged on an "as needed" basis.
Provision of the transition services will commence on the
effective date of the Transition Services Agreement and terminate on December
31, 2004, unless otherwise agreed in writing by the parties. However, except as
otherwise provided for in the Transition Services Supplemental Agreement, ENE
may terminate any transition service upon ninety days' prior written notice to
CrossCountry.
(ii) CROSS LICENSE AGREEMENT. At the closing of the
transactions contemplated by the CrossCountry Contribution and Separation
Agreement, ENE and certain of its subsidiaries and affiliated companies will
enter into a Cross License Agreement pursuant to which each of the companies
that are a party to the Cross License Agreement will grant, without warranty of
any kind, each and every other party and their respective subsidiaries, all of
the intellectual property rights of the party granting the license in and to
certain software programs,
451
documentation, and patents described in the Cross License, a non-exclusive,
royalty free, sublicensable license, with fully alienable rights, to (i) use,
copy, and modify the licensed programs and documentation; (ii) use, make, have
made, distribute, and sell any and all products and services of the party
receiving the license as well as such party's subsidiaries and sublicensees (if
any); and (iii) engage in the business of such party receiving the license and
business of its subsidiaries and sublicensees (if any) prior to, on, and after
the closing date.
The Cross License Agreement became will become effective on
the closing date and the licenses granted will continue in perpetuity unless
licenses granted to a breaching party are terminated by any affected
non-breaching party in the event such breaching party fails to cure a material
breach of the Cross License Agreement within thirty days after delivery of
written notice of the breach.
(iii) TAX SHARING AGREEMENT. At the closing of the
transactions contemplated by the CrossCountry Contribution and Separation
Agreement, CrossCountry, CrossCountry Citrus Corp., Northern Plains, Pan Border,
NBP Services, Transwestern Holding, and Transwestern will enter into a Tax
Sharing Agreement with ENE. The Tax Sharing Agreement will set forth the
respective rights and responsibilities of the parties to the Tax Sharing
Agreement with respect to taxes. Under the Tax Sharing Agreement, the parties
will cause their respective subsidiaries to consent, to the extent necessary, to
the filing of consolidated returns by ENE, including consolidated returns for
the tax year ended December 31, 2003, and for each year thereafter that they are
eligible to file consolidated returns, until such time as ENE, in the exercise
of its sole discretion, elects to refrain from filing consolidated tax returns.
ENE will be responsible for, among other things, the preparation and filing of
all required consolidated returns on behalf of the companies and their
subsidiaries, making elections and adopting accounting methods, filing claims
for refund or credit, and managing audits and other administrative proceedings
conducted by the IRS.
Under this agreement, CrossCountry and each subsidiary that is
a member of the ENE Tax Group will be obligated to pay ENE the amount of income
tax that it would have paid on a stand-alone basis and each of the parties and
their respective subsidiaries will be compensated for the use of their
respective net operating losses and/or tax credits to the extent utilized in the
ENE consolidated return (other than the use of such losses or credits to offset
gain in respect of an election pursuant to section 338(h)(10) of the IRC).
Prior to a subsidiary of ENE that is a party to the Tax
Sharing Agreement ceasing to be a member of the ENE consolidated tax group, all
intercompany payable accounts and intercompany receivable accounts of such
subsidiary will be offset and netted against each other. If the resulting net
balance is a payable from such subsidiary to ENE, then such subsidiary will pay
the amount due to ENE. If the resulting net balance is a receivable from ENE to
such subsidiary (other than Transwestern), then such subsidiary will assign and
transfer its interest in the receivable to ENE. If the resulting net balance is
a receivable from ENE to Transwestern, ENE and Transwestern will determine how
such receivable will be settled.
The Tax Sharing Agreement will become effective on the closing
date of the CrossCountry Contribution and Separation Agreement. After the
Effective Date, ENE and
452
CrossCountry may continue to be parties to this Tax Sharing Agreement, or a new
tax sharing agreement on similar terms until ENE and CrossCountry no longer file
consolidated returns.
(iv) THE ARDMORE COLLOCATION LICENSE AGREEMENT. Prior to
the closing of the CrossCountry Contribution and Separation Agreement, ENE and
CrossCountry will enter into a license or lease agreement under which
CrossCountry will lease to ENE adequate floor space in the Ardmore Data Center
for servers and other information technology equipment owned by the CrossCountry
Enron Parties. The space will be provided on a cost-basis for a term to be
specified in the Ardmore Collocation License Agreement.
c. IMPLEMENTATION OF CROSSCOUNTRY CONTRIBUTION AND
SEPARATION AGREEMENT
With the consent of the Creditors' Committee, the Debtors and
their affiliates may seek to effect an election under Section 338(h)(10) of the
IRC for CrossCountry, which would increase the basis, for federal income tax
purposes, of certain assets of CrossCountry to their fair market values. Prior
to making such election, the Debtors intend to seek a ruling from the IRS
concerning the availability of this election; however, there is no assurance
that a favorable ruling, if requested, will be obtained.
In order to qualify for this election, it is anticipated that
the CrossCountry Equity Interests would be transferred by the CrossCountry Enron
Parties to a limited liability company ("CrossCountry LLC"), subject to the
rights of CrossCountry described below. The consideration for the CrossCountry
Equity Interests would consist of membership interests in CrossCountry LLC.
Thereafter, immediately prior to the distribution of CrossCountry Common Stock
to applicable holders of Allowed Claims and the reserve for Disputed Claims, it
is anticipated that CrossCountry LLC would convey the CrossCountry Equity
Interests to CrossCountry pursuant to a merger, sale or other transaction. The
consideration to be received by the CrossCountry Enron Parties, as members of
CrossCountry LLC, in connection with such transaction would consist of (i)
CrossCountry Common Stock and (ii) other consideration which may consist, in
whole or in part, of non-voting, preferred stock (such preferred stock, if
issued, will have a liquidation preference with a priority over the rights of
holders of CrossCountry common stock). Such preferred stock will not be
cancelled by operation of the Plan, but the ultimate disposition of such
preferred stock has not been determined.
2. CERTAIN BUSINESS RELATIONSHIPS
a. TGS. In 1992, Argentina granted TGS a 35-year license
to operate Argentina's main natural gas pipeline. Following a competitive bid
process, the Argentine government awarded the bid to own and operate the TGS
pipeline to a consortium that included ENE. As part of the bid application,
Transwestern agreed to provide ongoing technical support to the ENE affiliate,
EPCA, serving as the Technical Operator for the TGS pipeline. In addition,
Transwestern guaranteed the performance of Enron Pipeline Company of Argentina's
obligations under certain shareholder and other agreements with its joint
venture partner. The surviving performance obligations under these agreements
primarily involve corporate governance issues and shareholder rights.
453
b. ENE. The businesses that will be contributed to
CrossCountry upon closing of the formation transactions have in place a number
of arrangements with ENE, its subsidiaries and affiliates for certain general
corporate services, including, but not limited to, information technology
related matters, benefits plans or benefits related matters, and tax sharing
arrangements. Upon closing of the formation transactions, these services will be
provided pursuant to the agreements described herein. In addition, various
agreements exist that are associated with the services provided by the business
to the subsidiaries and affiliates of ENE such as natural gas transportation
agreements and agreements that relate to the operation of the businesses such as
compression services agreements.
Contemporaneous with the initiation of the Chapter 11 Cases,
ENE and a number of its subsidiaries and affiliates that are the subject of
Chapter 11 Cases ceased performance of their respective obligations under a
number of such agreements with one or more of the CrossCountry companies or
third parties. Those agreements (as well as any other agreements entered into by
one of CrossCountry's businesses with a Debtor) have been, or are subject to
being, rejected, at the option of the Debtor, as executory contracts. ENE and
those of its subsidiaries and affiliates involved in the Chapter 11 Cases have
not yet identified the agreements that will be rejected as executory contracts.
CrossCountry may assume certain obligations to pay prepetition amounts due under
certain contracts that CrossCountry elects to be assigned to it by Debtor
entities. CrossCountry is not able to currently quantify the amount of such
costs.
Transwestern and Florida Gas have entered into compression
services agreements with ECS, an ENE affiliate, that continues to perform under
the terms of such agreements.
Transwestern and Citrus have entered into hedging and
transportation arrangements and intercompany loans with ENE and/or its
subsidiaries or affiliates. Resolution of any claims by or against Transwestern
and Citrus relating to such transactions will be addressed in the Plan.
ENE and El Paso's subsidiary, Southern Natural Gas, are
parties to a Capital Stock Agreement, which governs ownership and disposition of
the shares of Citrus. On October 31, 2003, ENE filed with the Bankruptcy Court,
under a notice of presentment, a motion for an order approving assumption and
assignment of the Capital Stock Agreement to CrossCountry or its designee.
Following assumption and assignment, CrossCountry or its designee will become
the Principal under the Capital Stock Agreement. The deadline for filing
objections to the motion is November 17, 2003. A hearing will be held on
November 20, 2003 to consider the motion. If the motion is approved, ENE will be
relieved from any obligations under the Capital Stock Agreement in accordance
with section 365 of the Bankruptcy Code. If the motion is denied, EL Paso's
consent may be required for distribution of CrossCountry Common Stock pursuant
to the terms of the Plan or if CrossCountry is to be sold to a third party, to
the extent the Capital Stock Agreement remains binding on ENE. Refer to Section
XIV.A.4, "Delayed Distribution or Non-Distribution of Plan Securities" for
further information.
Northern Border Partners and its subsidiaries have entered
into various agreements with ENE and certain affiliates that are subject to the
bankruptcy proceedings that are described in Northern Border Partners' annual
report on Form 10-K for the year ended
454
December 31, 2002, which report was not prepared by the Debtors but may contain
information relevant to the Creditors' decision to approve the Plan.
G. INDEMNIFICATION OF DIRECTORS AND OFFICERS
CrossCountry's certificate of incorporation provides that
CrossCountry will indemnify directors and officers of CrossCountry to the
fullest extent permitted by the Delaware General Corporation Law for actions
taken in their capacity as directors and officers of CrossCountry. Expenses
incurred by a director or officer in connection with an indemnifiable claim will
be addressed by CrossCountry provided that such director or officer will be
obligated to repay such advance to the extent it is ultimately determined that
such director or officer was not entitled to indemnification. CrossCountry is
authorized, in its discretion, to provide the same indemnification protections
to employees and agents.
Under Delaware law, directors, officers, employees and other
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (a derivative action) if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of
CrossCountry and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard of
care is applicable in the case of a derivative action, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such an action and Delaware law
requires court approval before there can be any indemnification of expenses
where the person seeking indemnification has been found liable to CrossCountry.
H. EQUITY COMPENSATION PLAN
Following confirmation of the Plan, in order to attract,
retain and motivate highly competent persons as key employees and/or directors
of CrossCountry, CrossCountry expects to adopt a long-term equity incentive
compensation plan providing for awards to such individuals. It is anticipated
that the Compensation Committee of CrossCountry's Board of Directors will
determine the specific terms of any grants made under such plan and will provide
grants of awards designed to focus equity compensation on performance and
alignment with shareholders interests; provided, however, that shares reserved
for the plan will not exceed 10% of the CrossCountry Common Stock to be issued
pursuant to the Plan, with projected annual share usage under the plan not
exceeding 2%.
X. PRISMA ENERGY INTERNATIONAL INC.
CAPITALIZED TERMS USED THROUGHOUT THIS DISCLOSURE STATEMENT ARE DEFINED
IN APPENDIX A: "MATERIAL DEFINED TERMS FOR ENRON DISCLOSURE STATEMENT" ATTACHED
HERETO.
A. BUSINESS
1. GENERAL
455
Prisma is a Cayman Islands exempted company with limited
liability formed to own and, in certain circumstances, operate many of ENE's
international energy infrastructure businesses. No operating businesses or
assets have been transferred to Prisma at this time; however, subject to
obtaining requisite consents, the Debtors intend to transfer the businesses
described in this section of the Disclosure Statement to Prisma either in
connection with the Plan or at such earlier date as may be determined by ENE and
approved by the Bankruptcy Court. In addition, as previously approved by the
Bankruptcy Court, the Debtors have transferred certain employees to a
wholly-owned subsidiary of Prisma formed to provide services to Prisma and its
subsidiaries, as well as, in certain instances, the Debtors and their
affiliates, with respect to operating and managing international assets.
The Debtors are actively pursuing a strategy to obtain the
requisite consents, including approval of the Bankruptcy Court, in order to
transfer certain operating businesses and assets to Prisma and its subsidiaries;
however, there can be no assurance as to which businesses and assets ultimately
will comprise Prisma. Prisma will be engaged in the generation and distribution
of electricity, the transportation and distribution of natural gas and LPG, and
the processing of NGLs. If all businesses are transferred to Prisma as
contemplated, Prisma will own interests in businesses whose assets will:
- include over 9,600 miles of natural gas transmission
and distribution pipelines;
- include over 56,000 miles of electric transmission
and distribution lines;
- include over 2,100 MW of electric generating
capacity;
- serve 6.5 million LPG, gas, and electricity
customers;
- be located in 14 countries; and
- employ over 7,900 people.
Prisma will be an energy infrastructure company providing
energy generation, transportation, processing, and distribution services in a
safe and reliable manner. By concentrating on its core competencies of owning
and operating energy infrastructure assets in diverse international locations,
Prisma intends to focus on being a low-cost, efficient operator in the markets
it serves. Prisma's anticipated objective is to generate stable cash flow,
earnings per share, and dividends, and to grow each of these through growth
projected within the existing portfolio of businesses. Prisma will operate
through three business segments--Natural Gas Services, Power Distribution, and
Power Generation. Prisma should be well-positioned to implement its planned
strategy, but it will face risks both specific to its assets and general to the
markets and countries in which it will operate. In addition to Bankruptcy Court
approval, the transfer of the businesses described in this Disclosure Statement
to Prisma will require the consent of other parties, including, but not limited
to, governmental authorities in various jurisdictions. If any such consents are
not obtained, then at the discretion of ENE, with the consent of the Creditors'
Committee, as contemplated in the Plan, one or more of these businesses may not
be transferred to Prisma, but instead will remain directly or indirectly with
ENE. Refer to Section X.A.2., "Risk Factors" for further information.
456
The corporate affairs of Prisma will be governed by its
memorandum and articles of association, amended and restated versions of which
will accompany the Prisma Contribution and Separation Agreement, and by the
Companies Law and common law in the Cayman Islands. The rights of shareholders
and the fiduciary responsibilities of directors under Cayman Islands law are not
as clearly established as under statutes or judicial precedent in existence in
jurisdictions in the United States. For example, unlike in many jurisdictions in
the United States, Cayman Islands law does not specifically provide for
shareholder appraisal rights on a merger or consolidation of a company.
Shareholders of Cayman Islands exempted companies have no general rights under
Cayman Islands law to obtain copies of lists of shareholders of the company or
to inspect its corporate records or accounts except as may be permitted under
the Articles of Association. Subject to limited exceptions, under Cayman Islands
law, a minority shareholder may not bring a derivative action against the board
of directors. There are other differences between Cayman Islands and U.S.
corporate law not summarized here. Also, because Prisma is a Cayman Islands
exempted company, there is uncertainty as to whether the Grand Court of the
Cayman Islands would recognize or enforce judgments of United States courts
obtained against Prisma predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof to the extent such
provisions constitute a fine or similar penalty, or be competent to hear
original actions brought in the Cayman Islands against Prisma predicated upon
the securities law of the United States or any state thereof.
a. NATURAL GAS SERVICES. Natural Gas Services is
expected to serve its customers through natural gas and liquids pipelines,
natural gas and LPG distribution systems, LPG import terminals, and natural gas
processing facilities. Generally, the assets planned to be a part of Natural Gas
Services are either subject to firm contracts for their capacity (i.e.,
long-term transportation or processing contracts designed to provide a fixed
customer fee regardless of the level of actual throughput) or are regulated and
have historically provided a stable, predictable stream of cash flows. Refer to
Section X.A.2., "Risk Factors" for further information on conditions and
developments that could upset this stability. By utilizing and building on its
initial infrastructure, Natural Gas Services will strive to capture additional
throughput volumes or connect to incremental customers and, therefore, generate
additional cash flows.
Specifically, Natural Gas Services is expected to consist of
ownership interests in:
- nine city gas distribution companies located in South
Korea providing service to over two million
customers;
- LPG distribution businesses located in Venezuela and
South Korea providing service, directly or through
distributors, to over 2.2 million customers;
- six separate transportation businesses located in
South America with a daily throughput capacity of
approximately 3.2 billion cubic feet per day of
natural gas spanning more than 6,000 miles; and
- NGL extraction, fractionation, refrigeration, and
storage facilities located in Venezuela.
457
b. POWER DISTRIBUTION. It is anticipated that Power
Distribution will provide retail electricity delivery to approximately 1.8
million customers in the States of Sao Paulo and Mato Grosso do Sul, Brazil,
through subsidiary Elektro, a Brazilian local electricity distribution company.
Prisma is expected to own 99.62% of Elektro.
Elektro's concession area covers 223 municipalities in Sao
Paulo and five municipalities in Mato Grosso do Sul, encompassing approximately
56,000 miles of distribution lines. A 30-year renewable concession contract, the
first term of which expires in 2028, provides exclusive distribution rights
within the concession area. Elektro is a business that has historically provided
a stable, predictable local currency cash flow stream with moderate growth.
Sao Paulo, located in the southeastern region of the country,
is the most highly urbanized and industrialized state in Brazil. Its economy
accounts for approximately 37% of Brazilian GDP and 33% of national electricity
consumption. Elektro is the third-largest local electricity distribution company
in Sao Paulo and the seventh-largest in Brazil.
In the period from 1990 to 2000, the overall electricity
consumption in Brazil increased by a 4.4% CAGR. During the same period the
electricity consumption in Elektro's concession area grew at a CAGR of 5.1%,
exceeding average consumption in the southeastern region.
c. POWER GENERATION. Power Generation is expected to
consist of ownership interests in ten power plants. These power plants:
- have a total generating capacity of approximately
2,100 MW, with Prisma's ownership percentage
representing generating capacity of approximately
1,180 MW;
- are located in Argentina, Brazil, the Dominican
Republic, Guam, Guatemala, Nicaragua, Panama, the
Philippines, Poland, and Turkey; and
- utilize natural gas as the primary fuel in four
plants, and liquid fuel in the remainder.
It is anticipated that Power Generation will generate stable
cash flows as most of the electrical capacity and energy of the power plants has
been pre-sold on a long-term basis to cover all fixed and variable costs of
operations, fuel costs and debt service and a return on equity capital. To the
extent any generating capacity remains uncommitted, Prisma is expected to market
such excess generation into available markets. Approximately 85% to 90% of the
expected generating capacity of Prisma in 2003 and over the succeeding three
years is fully contracted.
2. RISK FACTORS
Refer to Section XIV., "Risk Factors and Other Factors to be
Considered" for further information related to the risks applicable to Prisma.
The risks described therein are not the only ones facing Prisma. Additional
risks are also described in the individual descriptions of the businesses
expected to be a part of Prisma. Other risks may not presently be known to ENE
458
or ENE may have deemed them to be immaterial at this time. Prisma's businesses,
financial condition, and results of operations could be materially adversely
affected by any of these risks.
Prisma has been formed, but no operating businesses or assets
have been transferred to Prisma at this time. The Debtors and Prisma are
currently seeking numerous approvals, consents, and waivers from lenders,
partners, governmental authorities, and other parties to allow the businesses
described in this Disclosure Statement to be transferred to Prisma in connection
with the Plan. There can be no assurance that all or any of such approvals or
consents can be obtained. Certain of the approvals and consents are required
pursuant to applicable agreements or law to be obtained prior to the initial
transfer of the businesses to Prisma and others will be triggered upon the
distribution of shares of Prisma's capital stock pursuant to the Plan.
Nevertheless, the Debtors and Prisma are seeking consents for both the initial
transfer and the subsequent distribution of shares to the creditors prior to the
initial transfer of each business to Prisma. In addition, the Debtors and Prisma
are seeking the consent of certain parties to any post-transfer sale of Prisma
or discrete businesses within Prisma to as of yet unidentified third parties.
There can be no assurance, however, that these consents will be obtained. The
required consents and approvals generally fall into the following categories:
- Lenders. The many credit facilities and other debt
instruments to which the businesses to be transferred
to Prisma are parties often require ENE to directly
or indirectly hold specified percentages of the
equity interests in the business, or provide that a
change of control of the business is an event of
default. The lenders, including various multilateral
agencies, under these credit facilities and other
debt instruments must therefore consent to ENE no
longer being in the chain of ownership of the
transferred businesses.
- Governmental Authorities. Many of the businesses to
be transferred to Prisma are regulated by local
energy regulatory authorities, operate pursuant to
concessions granted by governmental authorities or
are party to agreements with governmental
authorities. These regulatory and other governmental
authorities often must consent to the transfer of the
businesses to Prisma. Additionally, certain of the
proposed transfers to Prisma are subject to review by
antitrust agencies, which either must approve the
transfer in advance or have the authority to impose
conditions on Prisma's business following the
transfer.
- Partners. Because ENE and its subsidiaries generally
own less than 100% of the businesses to be
transferred to Prisma, they are sometimes party to
shareholder agreements that, among other things,
require the shareholders to consent to certain
transfers by a shareholder of its equity interest in
the business to a third party or give the
shareholders preferential purchase rights in
connection with certain transfers of equity interests
in the business. The preferential rights often
include (1) rights of first refusal that require a
party to offer to sell its equity interests to the
other shareholders on the same or more favorable
terms on which it would be willing to sell its equity
to a third party and (2) change of control purchase
459
rights that require a shareholder that has
experienced a direct or indirect change of control to
offer to sell its equity interest in the business to
the other shareholders. To the extent that these
purchase rights are applicable to the transfer of
businesses to Prisma or the subsequent distribution
of shares of Prisma's capital stock, ENE expects to
either offer these purchase rights to the other
shareholders or ask the shareholders to waive their
rights prior to the transfer to Prisma.
- Debtors' Financing Structures -- Rawhide. Refer to
Section III.F.42, "Rawhide" for information regarding
the financing transaction referred to as Rawhide.
ENE, with Ponderosa, indirectly owns 50% of
Centragas, which interests are expected to be
transferred to Prisma. The transfer of these
interests to Prisma may be subject to the consent of
the holders of the debt and equity interests in this
financing structure, which may or may not be granted
in connection with an overall settlement of the
various rights and obligations between ENE and the
financing structure. No assurances can be given that
the Debtors and Prisma will obtain the requisite
structure related consents and approvals (if any)
required to transfer Centragas into Prisma.
- Debtors' Financing Structures -- Osprey/Whitewing.
Refer to Section III.F.41, "Osprey/Whitewing" for
information regarding the financing transaction
referred to as Osprey/Whitewing. Including any
interests in which Osprey may assert a beneficial
interest, ENE indirectly owns 99.62% of Elektro, 100%
of ENS and 50% of Trakya, which interests are
expected to be transferred to Prisma. The transfer of
these interests to Prisma may be subject to the
consent of the holders of the debt and equity
interests in this financing structure, which may or
may not be granted in connection with an overall
settlement of the various rights and obligations
between ENE and the financing structure. No
assurances can be given that the Debtors and Prisma
will obtain the requisite structure related consents
and approvals (if any) required to transfer Elektro,
ENS and/or Trakya into Prisma.
- Debtors' Financing Structures-- Enron Equity Corp.
Refer to Section III.F.21, "Enron Equity Corp." for
information regarding the financing transaction
referred to as Enron Equity Corp. Including any
interests in which Enron Equity Corp. may assert a
beneficial interest, ENE, with Ponderosa, indirectly
owns 50% of Centragas and ENE indirectly owns 85% of
SECLP. The entities transferring these assets to
Prisma are Debtors (including Enron Holding Company
LLC and Enron Commercial Finance Ltd.) and, at this
time, it is anticipated that these Debtors will not
make any distributions to their equity holders. In
addition, Enron Equity Corp. holds an indirect 0.89%
interest in SECLP which is not being transferred into
Prisma.
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If any required approval, consent or waiver relating to the
transfer of a particular business or the subsequent distribution of shares to
the creditors cannot be obtained prior to the transfer of the assets to Prisma,
then at the discretion of ENE, with the consent of the Creditors' Committee, as
contemplated in the Plan, such business may not be transferred to Prisma and,
instead, would remain, directly or indirectly, with ENE. Refer to Section
X.A.3., "Transferred Businesses" for further information about businesses that
would remain with ENE. As a result, it is possible that Prisma's businesses may
not include all of the transferred businesses described in this Disclosure
Statement. In addition, it is possible that any consents or approvals that are
given could contain conditions or limitations that could adversely affect
Prisma's ability to operate and manage its business, or adversely affect its
financial results.
Following the transfers to Prisma, certain businesses will
remain subject to governmental rules and regulations, such as utility ownership
requirements or antitrust laws, which may require that an approval be obtained
each time there is a direct or indirect change in the ownership or control of
such business. The failure to obtain such an approval may result in violations
of local laws, the loss of governmental approvals, and defaults under applicable
loan agreements. Such approval requirements could deter changes in ownership or
control of Prisma that may otherwise have occurred, and any actual change in the
ownership or control of Prisma that would trigger any such approval requirements
could adversely impact the price and liquidity of the shares of stock of Prisma.
3. TRANSFERRED BUSINESSES
a. WORLDWIDE ASSET BASE. All of the businesses that are
expected to be a part of Prisma are located outside the United States, except
for one business located in the U.S. territory of Guam. Prisma will face
different political, economic, and regulatory challenges in each of the 14
countries in which it will operate. While operating in several countries will
bring many challenges, it should also help Prisma to diversify its risks and
create additional expansion opportunities. Refer to Section XIV.I.1.b.,
"Regulatory Intervention and Political Pressure" for further information.
b. FORMATION OF PRISMA AND CONTRIBUTION OF PRISMA ASSETS
Prisma was organized as an exempted company with limited
liability in the Cayman Islands on June 24, 2003 for the purpose of acquiring
the Prisma Assets, which include equity interests in the identified businesses,
intercompany loans to the businesses held by affiliates of ENE, and contractual
rights held by affiliates of ENE. ENE and its affiliates will contribute the
Prisma Assets to Prisma in exchange for shares of Prisma Common Stock
commensurate with the value of the Prisma Assets contributed. The contribution
of the Prisma Assets is expected to be effected pursuant to a Prisma
Contribution and Separation Agreement to be entered into among Prisma and ENE
and several of its affiliates. It is anticipated that the Prisma Contribution
and Separation Agreement, which is currently being negotiated, will be submitted
for Bankruptcy Court approval either as part of the Plan Supplement or by a
separate motion. Refer to Section X.E., "Prisma Contribution and Separation
Agreement" for additional information. Prisma and ENE and its affiliates also
expect to enter into certain ancillary agreements, which may include a new
Transition Services Agreement, a Tax Allocation Agreement and a Cross License
Agreement.
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The employees of ENE and its affiliates who have been
supervising and managing the Prisma Assets since December 2001, became employees
of a subsidiary of Prisma effective on or about July 31, 2003. In connection
therewith, as approved by the Bankruptcy Court, ENE and its affiliates entered
into four separate Transition Services Agreements pursuant to which such
employees will continue to supervise and manage the Prisma Assets and other
international assets and interests owned or operated by ENE and its affiliates.
The ancillary agreements, together with the Prisma
Contribution and Separation Agreement, will govern the relationship between
Prisma and ENE and its affiliates subsequent to the contribution of the Prisma
Assets, provide for the performance of certain interim services, and define
other rights and obligations until the distribution of shares of capital stock
of Prisma pursuant to the Plan or the sale of the stock to a third party. In
addition, the Prisma Contribution and Separation Agreement or the ancillary
agreements are expected to set forth certain shareholder protection provisions
with respect to Prisma and may contain indemnification obligations of the Prisma
Enron Parties.
c. NATURAL GAS SERVICES. The tables below identify the
non-pipeline and pipeline businesses included in the Natural Gas Services
segment and several of their key features.
NATURAL GAS SERVICES NON-PIPELINE BUSINESSES
SCHEDULED
ANTICIPATED DATE TERMINATION
PRISMA COMMERCIAL DATE OF KEY
OWNERSHIP OPERATION WAS PROJECT
BUSINESS LOCATION INTEREST BUSINESS INITIATED AGREEMENT
SK-Enron South Korea 50.0% Holding company for equity interests July 1978 to Not applicable
in nine CGCs, two gas facility construction February 1990
and sale companies, one LPG import and (depending on
marketing company and one cogeneration company business)
Cuiaba - TBS Bolivia and 50.0% Purchase and sale of natural gas for Cuiaba-EPE May 2002 May 4, 2019
Argentina
Vengas Venezuela 97.0% Propane transporter and distributor 1953 Not applicable
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SCHEDULED
ANTICIPATED DATE TERMINATION
PRISMA COMMERCIAL DATE OF KEY
OWNERSHIP OPERATION WAS PROJECT
BUSINESS LOCATION INTEREST BUSINESS INITIATED AGREEMENT
Accroven Venezuela 49.25% NGL extraction, fractionation, refrigeration July 10, 2001 July 9, 2021
and storage facilities
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NATURAL GAS SERVICES PIPELINES
SCHEDULED
TERMINATION
ANTICIPATED DATE DATE OF
PRISMA ROUTE COMMERCIAL PRINCIPAL
OWNERSHIP LENGTH AND TRANSPORT OPERATION TRANSPORTATION
BUSINESS LOCATION INTEREST CAPACITY BUSINESS WAS INITIATED AGREEMENTS
Cuiaba - Bolivia 50.0% Bolivian portion of Natural May 2002 November 24,
GasBol the BBPL to gas 2024
Bolivia-Brazil border pipeline
at San Matias, 226
miles, current
capacity of 95 MMcf/d
Cuiaba - Brazil 50.0% Bolivia-Brazil border Natural May 2002 June 4, 2024
GasMat at San Matias to EPE gas
power plant, 175 pipeline
miles, current
capacity of 95 MMcf/d
Transredes Bolivia 25.0% A network of pipelines Natural May 1997 2003 to 2019
in Bolivia with gas and (formation)
connections to Brazil, liquids
Argentina and Chile, pipeline
approximately 1,800 network
miles of gas pipeline,
1,700 miles of liquids
pipeline
BBPL - GTB Bolivia 17.0% and Rio Grande to Mutun, Natural July 1999 TCQ 2021
12.75% through approximately 350 gas TCX 2021
its partial miles, current pipeline TCO 2041
ownership of capacity of
Transredes approximately 1.1
bcf/d
BBPL - TBG Brazil 4.0% and 3% Corumba to Porto Natural July 1999 TCQ 2021
through its Alegre, gas TCX 2021
partial approximately 1,600 pipeline TCO 2041
ownership of miles, nominal
Transredes capacity of 30 MMcm/d
of gas
Centragas Colombia 50.0% Ballena to Natural February 24, February 24,
Barrancabermeja, gas 1996 2011
359 miles, pipeline
maximum capacity of
200 MMcf/d
As indicated above, each of the Natural Gas Services
businesses that is expected to be included in Prisma has been completed and has
initiated commercial operations.
(i) SK-ENRON CO., LTD. (SK-ENRON). ENE
indirectly owns 50% of the outstanding shares of SK-Enron. The other 50% of
SK-Enron's outstanding shares are
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owned by SK, which in 2002 was the third-largest business group, or chaebol, in
South Korea. SK-Enron is a holding company for 100% of the outstanding shares of
seven privately held CGCs and a cogeneration company in South Korea, as well as
leading or controlling stakes in two publicly traded CGCs and an LPG importing
and marketing company in South Korea. In addition, each of the two publicly
traded CGCs has a subsidiary company that is engaged in the construction of gas
facilities and sale of gas equipment. Under its holding company structure,
SK-Enron conducts substantially all of its LPG and natural gas delivery
operations through its subsidiaries and controlled affiliates and provides
primarily shared support services through the holding company.
SK-Enron's affiliates operate in three businesses: (1) city
gas distribution, which represented 52% of SK-Enron's 2002 revenues under Korean
GAAP accounting (which consolidates the revenues of all subsidiaries in which
the parent company has at least a 30% ownership interest); (2) LPG import and
marketing, which represented 47% of SK-Enron's 2002 revenues under Korean GAAP
accounting; and (3) cogeneration.
(A) CITY GAS. Each of SK-Enron's nine CGCs is a
publicly-regulated utility with an exclusive franchise to engage in the
distribution of natural gas (and in one case, a mixture of LPG and air) to
retail, commercial, and industrial customers in its respective franchise area,
with certain limited exceptions. To this end, each of SK-Enron's CGCs owns
distribution pipelines for transporting natural gas from the national trunk
pipeline transmission system owned by KOGAS, the national monopoly natural gas
wholesaling company, to the CGC's customers. Under the South Korean regulatory
structure, CGCs operate on a regulated rate of return basis. The prices at which
CGCs purchase gas are set by KOGAS and approved by the South Korean Ministry of
Commerce, Industry and Energy, while local regulatory authorities set the
tariffs for retail gas distribution. Regulated retail tariffs are designed to
include full pass-throughs of fuel, operating, and capital costs plus a
regulated rate of return on investment.
(B) LPG. SK-Enron's subsidiary, SK Gas, is one
of the two leading LPG importing and marketing companies operating in South
Korea and supplied approximately 25% of domestic LPG consumption by volume in
2002. Approximately 57% of SK Gas's 2002 revenue was generated through the
retail sale of LPG to refineries, industrial customers, and petrochemical
companies and through wholesale sales to CGCs and other retailers. The balance
of its 2002 revenue was generated through LPG trading activities. SK Gas owns
and operates two large LPG receiving terminals and one of the world's largest
single underground storage rock caverns.
(C) COGENERATION. Iksan Energy owns a 20-MW
coal-fired cogeneration facility which serves 32 steam offtakers and supplies
power to Korea Electric Power Company, the national power company of South
Korea.
(D) CITY GAS DISTRIBUTION. South Korea currently
has a total of 32 CGCs. SK-Enron is the largest gas distribution business in
South Korea. The nine CGCs affiliated with SK-Enron supplied approximately 25%
of total domestic city gas demand in 2002, providing service to over two million
customers. The SK-Enron CGCs provide service to all or a portion of three of the
four largest cities in South Korea. The customer mix is split among
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residential, industrial, and commercial and varies among the individual CGCs.
Historically, however, the higher margin residential segment has comprised
approximately 50% of total volume. The SK-Enron CGCs purchase all of their
supplies of gas from KOGAS as regassified LNG for delivery by pipeline pursuant
to long-term contracts. In certain of the jurisdictions in which the SK-Enron
CGCs operate, the CGCs are subject to local government regulations that require
them to provide gas supply to customers upon request. However, these
requirements are subject to a number of broad exceptions, including force
majeure, technical difficulty in providing connections and faulty supply
facilities. As a result, SK-Enron CGCs are largely exempt from liabilities to
customers in their franchise areas for failure to provide service under these
circumstances.
(E) INDUSTRY OVERVIEW. South Korean natural gas
demand is split between the electricity sector (33% of total volume in 2002) and
the city gas sector (67% of total volume in 2002). South Korea currently relies
on imported LNG to meet its entire demand for natural gas. Residential customers
are the largest consumers of CGC-delivered natural gas, comprising approximately
60% of total volume in 2002. Due to higher gross tariffs applied to residential
customers based on a uniform cost of gas, residential customers provide higher
profit margins than industrial, commercial, or other customers. The total number
of households supplied with natural gas by CGCs has increased from 6.5 million
households in 1998 to 9.4 million in 2002 and is forecasted by the Korean City
Gas Association to increase to almost 10.6 million by 2004. LPG consumption in
2002 was divided among household and commercial activities (32%), petrochemical
and industrial activities (21%), transportation fuels (45%), and city gas (2%).
LPG is growing in importance in South Korea as a transportation fuel, the
largest sector usage.
(F) SHAREHOLDER ARRANGEMENTS. When SK-Enron was
formed in 1999, SK and Enron Korea entered into a Shareholders Agreement that
defines, among other things, certain rights of first refusal, buy-sell rights,
and consent rights to transfer by each shareholder, which by their terms do not
apply in connection with upstream transfers such as the transfer of ENE's
interests to Prisma. The Shareholders Agreement provides, among other things,
that the Board of Directors is split equally between SK and Enron Korea
nominees, certain executive positions rotate periodically between SK and Enron
Korea nominees, and certain SK-Enron actions require prior board approval. The
Shareholders Agreement governs the treatment of certain business activities and
opportunities and provides, subject to certain exceptions, that neither
shareholder nor its affiliates may pursue any of SK-Enron's primary business
activities outside of SK-Enron without the other shareholder's consent.
Restrictions also apply to certain other business opportunities.
(G) DIVIDENDS. Although its organizational
documents do not prohibit dividends, SK-Enron's Shareholders Agreement expresses
a preference to minimize dividends unless the parties otherwise agree.
Historically SK-Enron has reinvested its earnings, and its Board of Directors
has not declared any dividends.
(H) SHAREHOLDER DISPUTES. In connection with a
dispute between SK and Enron Korea over certain matters, including alleged
activities resulting in the failure of a proposed sale by Enron Korea of its
interests in SK-Enron to close in 2002 and the subsequent abandonment of the
transaction by the potential buyer, Enron Korea sent a pre-
466
arbitration notice to SK under the Shareholders Agreement. SK and Enron Korea
have not proceeded further with the arbitration process. SK previously obtained
an order from a South Korean court permitting SK to place a "preliminary
attachment" lien on Enron Korea's shares in SK-Enron to secure certain claims,
and although the period for enforcement of the lien has lapsed, there can be no
assurance that SK will not again seek to place a lien on Enron Korea's shares in
SK-Enron. Refer to Section XIV.I.1.f., "Difficulty Enforcing and Defending
Contractual and Legal Rights" for further information. In any event, a lien on
Enron Korea's shares of SK-Enron would not affect ENE's ability to transfer its
interest in SK-Enron to Prisma.
(I) SK ISSUES. As a result of investigations
into certain business activities by the Seoul District Public Prosecutors,
accounting irregularities were reportedly discovered in early 2003 at one of
SK's affiliates, SK Networks (formerly SK Global), which engages in worldwide
trading operations on behalf of members of the SK group. As a result of this
disclosure, SK Networks has been placed under a bank-supervised workout program,
and SK Networks' U.S. subsidiary filed for bankruptcy protection in the U.S. in
July 2003. SK Networks' main creditor banks requested that the stronger units of
the SK group, including SK, provide financial support to SK Networks. These
events were accompanied by reported reductions in bank lines of credit to SK
group companies by banks and investment trust companies, and led to a decision
by S&P Rating Services to lower its long-term credit rating on SK in May 2003.
There can be no assurance that SK will not suffer further deteriorations in its
credit rating. In September 2003, the creditors of SK Networks agreed on a debt
restructuring scheme for the company which involves, among other things,
conversion of a substantial amount of its debt held by SK into equity of SK
Networks, which SK Corp. agreed to in October 2003. In addition, news articles
have indicated that SK Shipping, another affiliate of SK, may also face
financial difficulties due to alleged accounting irregularities. None of the
ongoing investigations or debt restructuring involves SK-Enron or Enron Korea,
and SK-Enron and its operations have not been significantly affected by these
events to date. However, no assurances can be given that the issues surrounding
SK will not adversely affect SK-Enron in the future.
(J) ASSOCIATED DEBT. SK-Enron has financed, and
currently expects to continue to finance, its and its subsidiaries' ongoing
operations and any subsequent acquisitions primarily from cash flows. SK Gas
incurred a substantial amount of secured term debt in connection with the
construction of certain storage and processing facilities, with liens securing
that debt equal to approximately 48% of the total book value of the underlying
SK Gas assets as of December 31, 2002.
(K) PROPERTY, PLANT AND EQUIPMENT. Each of the
SK-Enron CGCs owns a network of lateral pipelines connecting to KOGAS
transmission lines, distribution pipelines, and related facilities for
distributing gas to its customers. The SK-Enron CGCs own altogether a total of
approximately 5,600 kilometers of pipe. SK Gas owns two LPG receiving terminals
that serve as domestic import and distribution hubs and as loading facilities
for transferring cargos from large ocean-going ships to smaller coastal trading
ships. Iksan Energy owns a coal-fired cogeneration facility, which serves 32
steam offtakers and supplies power to Korea Electric Power Company. SK-Enron and
its subsidiaries also own or lease offices for their operations for varying
periods.
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(L) COMPETITION. Although the geographic
franchise grants to CGCs are exclusive, some competition exists in certain CGC
territories from government-supported local district heating companies. Service
areas in which local district heating companies operate are significantly less
profitable for SK-Enron CGCs. CGCs provide gas solely for cooking in such areas
instead of gas for cooking and heating, but with similar capital investment in
distribution. In areas being served by local district heating companies,
informal political pressure has occasionally been brought to bear on SK-Enron
CGCs to provide cooking gas service at a loss. Although SK-Enron CGCs
historically have been able to avoid being required to provide services under
these circumstances, no assurance can be given that they will be able to
continue to do so. SK-Enron CGCs might therefore be compelled to provide cooking
gas services in the future at a loss, which could be material. Refer to Section
XIV.I.1.b., "Regulatory Intervention and Political Pressure" for further
information.
LPG is more expensive than natural gas on an equivalent BTU
basis in locations served by natural gas, but serves as an alternative to
natural gas in rural and suburban areas where natural gas is unavailable or
portability of product is required. Historically, the expansion of natural gas
into traditional LPG markets has been inhibited by the capital costs required to
expand pipeline and retail distribution systems. The LPG import, distribution,
and marketing sector has significant barriers to entry, due primarily to the
cost of investment in storage.
(M) REGULATION. South Korea currently relies on
imported LNG to meet its entire demand for natural gas. At present, KOGAS
controls all importation of LNG. As a general matter, domestic prices for
wholesale gas sales to CGCs are set by KOGAS every two months, subject to review
and approval by the South Korean Ministry of Commerce, Industry and Energy.
Those CGCs that are not connected to the national trunk pipeline system rely on
LPG supplied by SK Gas and other LPG wholesalers, which is then vaporized, mixed
with air, and delivered to customers.
The South Korean Ministry of Commerce, Industry and Energy
announced a gas industry restructuring plan in 1999 that is designed to result
in wholesale and retail market competition, open access distribution systems,
and customer choice of gas supplier. Although gas industry restructuring has
been delayed, and certain early deadlines have already been missed, this
proposal remains the current government plan for gas industry restructuring in
South Korea. Transportation of gas is expected to be regulated under an "open
access" scheme in which independent gas transporters would have the right to use
the existing gas pipeline system upon payment of regulated tariffs, while
pipeline system owners, which include the CGCs, would be protected from
competition in transportation.
The South Korean Ministry of Commerce, Industry and Energy
regulates the CGCs by regulating the operating costs that are recoverable from
their customers and by providing guidelines for "proper margins" between
wholesale and retail. These regulations are interpreted and implemented by the
respective provincial tariff-setting authorities, which conduct annual tariff
reviews for each CGC. The CGCs are generally permitted to pass-through KOGAS
charges, which are the largest component of the tariff. Historically, a lack of
specificity in the national regulations concerning tariff calculation
methodologies has left considerable room for negotiation of rates with the
provincial regulatory authorities, and many of these determinations have been
very political and heavily negotiated. However, since 2001 the scope for
negotiation
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of rates at the provincial level has been more limited due to the promulgation
of more restrictive guidelines for such negotiations by the South Korean
Ministry of Commerce, Industry and Energy. Refer to Section XIV.I.1.b.,
"Regulatory Intervention and Political Pressure" for further information.
In 2001, South Korea deregulated the LPG marketing and import
business. SK Gas operates in the unregulated wholesale LPG market and is not
subject to regulated tariffs. SK Gas supplied about 25% of total LPG demand in
South Korea in 2002. Iksan Energy sells steam under contract to its offtakers,
but electricity sales to Korea Electric Power Company are at the regulated
market clearing price.
(N) RELATIONS WITH AFFILIATES. SK Gas sells a
substantial amount of LPG to SK, and SK Gas has historically carried an
outstanding receivable of approximately $30 million from SK and certain of its
affiliates other than SK-Enron and its subsidiaries. In addition, SK Gas has
contracted with SK Shipping, an SK affiliate that reportedly may face financial
difficulties, to supply substantially all of SK Gas's long-term LPG shipping
capacity needs. If SK Shipping is unable to provide transport services for SK
Gas, SK Gas would be required to replace such capacity with shipping contracts
with third parties. There can be no assurance that SK Gas would be able to
replace any or all of such capacity in a timely manner at rates and on other
terms as favorable to SK Gas as its current contracts with SK Shipping.
(O) HOLDING COMPANY STATUS & TAXATION OF
DIVIDENDS. SK-Enron is structured as a holding company to take advantage of
recent changes in South Korean law that facilitate the ability of members of a
corporate group to pay dividends within the group. Prior to the enactment of
these laws, the chaebols avoided holding company structures and dividends to
move cash between group companies, loaning cash to related parties instead.
However, the specified proportions of dividends received from subsidiaries of a
company are now permitted to be excluded from the receiving company's income,
subject to certain limitations. Due to certain cross-holdings among its
subsidiaries and certain outstanding debt obligations of SK-Enron incurred in
connection with acquisition of some of its subsidiaries, SK-Enron currently
loses approximately 12% of the available dividend exclusion.
(ii) TRANSBORDER GAS SERVICES, LTD. (CUIABA -
TBS). Refer to Section X.A.3.e(i), "Cuiaba Integrated Project" for further
information.
(iii) VENGAS, S.A. (VENGAS). Vengas is the largest
distributor of LPG in Venezuela and has been in operation since 1953. Vengas has
approximately 2,000 full-time employees, a substantial majority of whom are
unionized. Vengas believes it serves an estimated 40% of the Venezuelan LPG
market by volume, mostly through the distribution of Vengas brand LPG directly
to approximately 2.2 million customers and through 85 sub-distributors and the
remaining through sales of non-Vengas brand LPG through other channels. Vengas's
direct customers include a network of approximately 7,500 "rack dealers" that
sell LPG in small cylinders to an even greater number of individual customers.
Vengas's sole supplier of LPG is PdVSA at rates that are
regulated by the Ministry of Energy and Mines. PdVSA is Venezuela's sole
producer of LPG. Sales by Vengas
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to its residential customers, which represent approximately 90% of its sales,
are also regulated by the Ministry of Energy and Mines. Vengas's costs and sales
revenues are all in Venezuelan bolivars. Vengas has no long-term debt.
Vengas also owns a 99.19% interest in CALIFE, a Venezuelan
utility. CALIFE distributes electric power to approximately 50,000 customers in
the Venezuelan municipalities of Puerto Cabello and Moron and surrounding areas,
with total electricity sales of 336 GWh in 2002. Vengas is seeking an orderly
exit from CALIFE and the electricity distribution business because it is
non-core to Vengas's LPG business and has historically suffered losses.
Vengas is 97% owned by ENE through its indirect subsidiary V.
Holdings. The remaining 3% of the outstanding shares have been publicly held and
traded on the Caracas Stock Exchange since 1993. ENE, through V. Holdings,
controls the Board of Directors of Vengas. Dividends are approved by Vengas's
shareholders on a yearly basis after receipt of audited financial statements
prepared in accordance with Venezuelan GAAP. Since Vengas is listed on the
Caracas Stock Exchange, it is required by Venezuelan law to declare at least 50%
of its net earnings after income taxes and legal reserves as dividends and to
pay at least 25% of this amount in cash. V. Holdings also owns 100% interests in
Java and Finven. Finven was created to hold 35% of ENE's 85% indirect interest
in SECLP.
Venezuelan capital markets laws may require a tender offer to
be made prior to certain transfers of interest in Venezuelan companies. Vengas
has consulted local counsel and does not believe any tender offer requirements
will be triggered by the transfer to Prisma and related transfers.
(A) INDUSTRY OVERVIEW. LPG is the main source of
heating and cooking fuel in Venezuela. Electric energy and natural gas are
potential competitors, but electricity has been more expensive and the natural
gas infrastructure is insufficiently developed. These alternatives therefore
have not posed a competitive threat to LPG sales. The Venezuelan LPG market is
divided into the regulated residential and unregulated commercial and industrial
sectors. The LPG market is mature, and LPG consumption has generally correlated
with population and economic growth in Venezuela. Vengas estimates that the LPG
market had modest sales declines in 2001 and 2002, which are generally
attributable to deteriorating economic and political conditions in Venezuela and
PdVSA supply disruptions that began in December 2002 and continued through the
first quarter of 2003, resulting from national strikes.
The LPG market in Venezuela has four primary sectors --
supply, transport, filling, and distribution. The LPG supply chain begins at one
of eight PdVSA-owned supply plants located throughout Venezuela. The LPG is
transported from these facilities in specially designed heavy-duty vehicles to
the filling plants, where it is stored and distributed to various LPG companies
for distribution to end users. The filling plant sector stores LPG received from
the PdVSA-owned supply plants and distributes the LPG to the distribution
companies that operate in different localities or regions. At present, there are
29 companies, including Vengas, that operate the 74 filling plants throughout
the country. The distribution sector transports LPG from the filling plants to
the end user. There are 280 distribution companies. In 2002, Vengas believes
that it distributed approximately 40% of all LPG in Venezuela and believes that
Digas-Tropiven S.A., the second largest Venezuelan LPG distributor, distributed
approximately 18% of
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the LPG sold in the country. Vengas and Digas-Tropiven S.A. are the only
distributors that operate on a national basis. The remainder of the market is
highly fragmented and commonly served by small to medium-sized family-owned
businesses that limit distribution to a specific region or city.
(B) PROPERTY, PLANT AND EQUIPMENT. Vengas
transports LPG from PdVSA's eight LPG processing and refinery plants located
throughout Venezuela to Vengas's 25 filling plants using its fleet of 82 hauling
trucks. Vengas owns its head offices in Guarenas and 24 out of its 25 filling
plants. At the filling plants, Vengas fills its 3.5 million cylinders and its 52
bulk distribution trucks. Full cylinders are loaded onto Vengas's fleet of
approximately 460 cylinder distribution trucks for delivery directly to
customers, or for the smaller 10 kilogram cylinders, to a network of
approximately 7,500 rack dealers. Vengas's bulk distribution trucks are used to
transport LPG to fill bulk tanks installed at customer locations. In addition,
Vengas owns approximately 9,600 storage tanks. Vengas leases 26 of its 38 branch
offices and all of its sales offices.
Until March 2003, Vengas manufactured and repaired all of its
cylinders at its cylinder factory. Vengas typically manufactured in excess of
200,000 new cylinders and repaired more than 300,000 cylinders per year. The
factory was shut down, however, after Vengas determined that it would be more
cost-effective, at least in the short term, to buy rather than manufacture
cylinders and to outsource repairs of cylinders. As a result, Vengas is
currently purchasing its cylinders and obtaining repair services from a third
party that supplies the entire Venezuelan market. If the supplier does not
deliver an adequate number or quality of cylinders, Vengas's operations could be
adversely affected. Vengas is maintaining its cylinder factory and may reopen it
if economic conditions or reliability concerns make it desirable to do so.
(C) CUSTOMERS. Vengas's overall sales by volume
declined by 2% in 2001 and by 5.8% in 2002, principally due to deteriorating
economic and political conditions in Venezuela and PdVSA supply disruptions that
began in December 2002 and continued through the first quarter of 2003. Refer to
Section XIV.I.1.c., "Political Instability, Civil Unrest, and Regime Change" for
further information on the risks related to political instability, civil unrest
and regime change. Those events had a greater effect on commercial and
industrial demand, which fell more than residential demand. Approximately 77% of
Vengas's 2001 total sales and 80% of Vengas's 2002 total sales of LPG by volume
were of Vengas brand LPG to residential customers at regulated rates.
Approximately 13% of Vengas's 2001 total sales and 12% of Vengas's 2002 total
sales of LPG by volume were of Vengas brand LPG to commercial and industrial
bulk customers at non-regulated rates. The remaining 10% of Vengas's 2001 sales
and 8% of Vengas's 2002 sales of LPG by volume were attributable to the sale and
distribution of non-Vengas brand LPG.
(D) SUPPLIER. Vengas purchases LPG on an
as-needed basis from PdVSA at the tariff set by the Ministry of Energy and
Mines. Vengas does not have any long-term LPG supply agreements with PdVSA. If
PdVSA were to fail to supply LPG to Vengas, the only alternative would be to
import LPG, which Vengas has never done and may be unable to do. Refer to
Section XIV.I.2.c., "Concentration of Customers and Suppliers" for a discussion
of the risks created by reliance on a limited number of suppliers.
471
Because of the importance of PdVSA to the total Venezuelan
economy, and because it is state owned, it is highly impacted by political
events. In December 2002, opponents of President Chavez organized a nationwide
strike to call for an early referendum on the President's rule. The strikers
nearly shut down the country's oil industry, drastically reducing the production
of Venezuelan oil and its delivery to internal and external markets. Supply of
LPG to Vengas was reduced to less than half. President Chavez declared the
strikers' demands unconstitutional and enlisted the help of the military to
maintain production. Since coming into office, President Chavez has severed or
replaced approximately 17,000 employees, mostly management, of PdVSA's
approximately 40,000 total employees. Refer to Section XIV.I.1.c., "Political
Instability, Civil Unrest, and Regime Change" for a discussion of the risks
presented by political instability, civil unrest, and regime change.
(E) REGULATORY ENVIRONMENT. On October 1, 2000,
the Ministry of Energy and Mines issued three permits to Vengas that authorize
Vengas to transport and distribute LPG and manufacture, repair, and maintain LPG
cylinders and tanks. These permits were granted with a term of 35 years,
renewable for an additional 30 years, but may be revoked under certain
extenuating circumstances, including upon the transfer of a permit without
proper authorization from the Ministry of Energy and Mines or non-compliance
with applicable provisions of law or the terms of the permit itself.
(F) TARIFFS. The Ministry of Energy and Mines
sets both the prices at which PdVSA sells LPG to distributors and the prices at
which distributors sell LPG to residential consumers. Prices are not regulated
for sales to the commercial and industrial sectors. The Venezuelan government
heavily subsidizes the residential sector, often using PdVSA as a vehicle,
because LPG represents a basic utility to a large percentage of the Venezuelan
population. If this subsidy is discontinued, demand for LPG will likely
decrease. The Ministry of Energy and Mines is required by regulation to set
tariffs on a quarterly basis to achieve a target gross margin based on the
operating costs of the "average" LPG distribution company. Despite this
requirement, tariffs were increased by 16% in April 2002 for the first time in
approximately 18 months. Effective December 1, 2002, tariffs at which Vengas
sells LPG were increased by an additional 22%, and tariffs at which Vengas buys
LPG from PdVSA were increased by 2%. Neither of the most recent increases,
however, fully reflected accumulated inflation. Due to inflation, Vengas and the
national LPG trade association are required frequently to petition the Ministry
of Energy and Mines for tariff rate increases. At the same time, the Venezuelan
government is under considerable political pressure from low-income constituents
not to increase the price of any basic commodity, including LPG, and could
likely continue to resist tariff increases. The Venezuelan government could
potentially take other measures, such as establishing LPG cooperatives to
compete with private LPG distributors or deregulating LPG tariffs. Because the
regulatory mechanism has been inconsistently applied, Vengas is subject to price
risk and no assurance can be given that the Ministry of Energy and Mines will
provide for adequate margins. Refer to Sections XIV.I.1.a., "International
Economic Slowdown" and XIV.I.1.b., "Regulatory Intervention and Political
Pressure" for further information about the risks related to political and
regulatory pressures on energy costs and tariffs.
(G) NEW FOREIGN EXCHANGE CONTROL REGIME. In
February 2003, the Venezuelan government announced the enactment of a foreign
exchange control
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regime that restricts the convertibility and repatriation of foreign exchange
and sets specified bolivar/dollar exchange rates. The specified exchange rates
can be changed by the agency in charge of the regime and were changed in June
2003. All sales and purchases of foreign currency are required to be made
through the Venezuelan central bank or a pre-approved commercial bank. In
addition, private parties are required to sell any foreign currency they hold in
certain cases. Vengas does not believe it fits into any of the categories that
would require it to sell any foreign exchange it holds. While the framework of
the new regime has been created, the government has not issued regulations
required to implement the new laws. As a result, only a limited amount of
currency has been exchanged under the new regime. If the specified exchange rate
is further changed or if the exchange rate is allowed to float, Vengas may
suffer exchange rate losses if it is unable to convert any excess bolivars it
holds for some period and the bolivar devalues against the U.S. dollar during
the period of inconvertibility. Vengas has not been approved to exchange
currency under the new regime. In June 2003 it was required to use offshore
dollar reserves to pay dividends. In August 2003, the Venezuelan government
began offering dollar denominated sovereign debt that may be purchased with
bolivars at the official exchange rate. Vengas purchased approximately 13
billion bolivars of Venezuelan debt and anticipates trading them in the
secondary market at some point for dollars. This method of exchanging bolivars
for U.S. dollars will cause Vengas to incur broker and related payments and also
exposes Vengas to the additional risk that the value of the Venezuelan debt in
the secondary market at the time of sale will be less than its purchase price.
Refer to Sections XIV.I.1.c., "Political Instability, Civil Unrest, and Regime
Change" for further information about the risks related to currency devaluations
and exchange controls.
(H) INFLATION AND DEVALUATION IMPACTS ON
VENEZUELAN TAX LIABILITY. Vengas's accounts are required to be adjusted for
inflation under Venezuelan GAAP and Venezuelan tax laws. These adjustments and
revaluations have a direct impact on the amount of Venezuelan income taxes paid.
In general, the values of Vengas's non-monetary assets (i.e., physical plant and
equipment), liabilities, and equity accounts are adjusted on its balance sheet
by the rate of inflation and the resulting increase or decrease is required to
be reflected as income or loss, respectively, on Vengas's income statement. Both
of these impacts can cause sizeable variations in the reported Venezuelan GAAP
results on a year-to-year basis, the amount of Venezuelan taxes owed and
dividends even while cash flow to the company remains stable.
(iv) ACCROVEN, S.R.L. (ACCROVEN). ENE owns an
indirect 49.25% equity interest in Accroven, a Barbados company. Through its
Venezuelan branch, Accroven owns and operates a fee-based NGL extraction,
fractionation, storage, and refrigeration project. The other owners of Accroven
are Williams International Venezuela Limited with a 49.25% interest and
Tecnoconsult S.A. with a 1.5% interest.
The project commenced commercial operations in July 2001 and
consists of facilities located in San Joaquin, Santa Barbara, and Jose,
Venezuela. The San Joaquin and Santa Barbara facilities are NGL extraction
plants with a combined total processing capacity of 800 MMcf/d (representing
approximately 17% of Venezuela's total gas processing capacity). The Jose
facilities consist of one NGL fractionation plant with a total processing
capacity of 50 MBb1/d (representing approximately 18% of Venezuela's total NGL
processing capacity), one propane compression refrigeration facility, two
refrigerated storage tanks, and one pressurized
473
storage sphere. The facilities are located on property owned by PdVSA Gas and
leased to Accroven pursuant to servitude agreements that terminate in July 2021.
(A) MEMBERS' AGREEMENT. Accroven is governed by
a board of up to six managers. Each of Accroven's members is a party to a
Members' Agreement under which EIV, an affiliate of ENE, and Williams
International Venezuela Limited each appoints three managers.
The Members' Agreement contains preferential purchase rights,
change-of-control provisions, and certain limitations on a member's transfer of
its interest in Accroven. The Members' Agreement provides for dividend
distributions on a quarterly basis or as frequently as possible (if less than
quarterly) of all funds other than any legal solvency requirements, reserves
required by Accroven's creditors, or reserves determined as reasonably necessary
by its managers.
(B) CUSTOMER. Accroven's sole customer is PdVSA
Gas, which purchases extraction and fractionation services and storage and
refrigeration services from Accroven under two 20-year services agreements
terminating in July 2021 and governed by Venezuelan law. PdVSA Gas's obligations
under the services agreements are guaranteed by PdVSA. All hydrocarbons
processed by Accroven pursuant to the services agreements are supplied by and
belong exclusively to PdVSA Gas. Refer to Sections XIV.I.1.c., "Political
Instability, Civil Unrest, and Regime Change" and XIV.I.2.c., "Concentration of
Customers and Suppliers" for further information about the risks related to
reliance on a limited number of customers.
The tariffs under the services agreements are primarily
denominated and paid in U.S. dollars. They are intended to allow recovery of and
to provide a return on Accroven's capital cost investment and to cover O&M
expenses incurred. PdVSA Gas is obligated to make tariff payments under the
services agreements as long as the relevant facilities are available unless
there is a force majeure event. PdVSA Gas had been current in all payments under
the services agreements until December 2002, when almost 17,000 of the 40,000
employees at PdVSA and PdVSA Gas were severed when they went on strike to
protest policies of the Venezuelan government. On other occasions since the
strike, PdVSA Gas has been delinquent in its payments for short periods of time
because of administrative problems. Presently, PdVSA Gas is current in its
payments. Refer to Section XIV.I.1.c., "Political Instability, Civil Unrest, and
Regime Change" for further information.
Under the services agreements, PdVSA Gas is further obligated
to supply fuel and other standard utilities, such as water and electricity, to
Accroven. PdVSA Gas automatically deducts the charge for electricity from its
monthly payments to Accroven. Since November 2001, Accroven has disputed the
amount and method by which PdVSA Gas has calculated the electricity charge.
Accroven is working to resolve this issue with PdVSA Gas. A failure to reach a
resolution could have a material adverse effect on Accroven.
As required by the services agreements, ENE has posted bonds
in favor of PdVSA in the aggregate amount of $32.5 million. Prisma may be
required to replace these bonds, which may need to be cash collateralized.
474
The services agreements may be terminated due to an event of
default or a force majeure event. Depending upon the cause of termination, PdVSA
Gas may acquire the project facilities or all of the equity interest in Accroven
or Accroven may decommission the facilities or sell them to PdVSA Gas. The
amount that would be received in payment for any such sale would vary depending
on the cause of termination.
(C) ASSOCIATED DEBT. The total cost of the
project as of June 30, 2003 was $438.8 million and was financed by $200 million
in loans from OPIC, which mature in May 2016, $132.3 million in loans from
Eximbank, which mature in June 2013, and member equity contributions totaling
$106.5 million. The OPIC facility is divided into two tranches and has been
fully drawn. Tranche 1 was drawn for $90 million with a fixed interest rate of
6.60% and Tranche 2 was drawn for $110 million with a fixed interest rate of
6.99%. The OPIC spread for each tranche is 2%. This will increase to 2.5% for
each tranche when the project reaches its completion date (as defined in the
loan documents). As of June 30, 2003, approximately $175.3 million remained
outstanding. Only $132.3 million of the $134,885,288 Eximbank facility was
drawn. The Eximbank facility carries a fixed interest rate of 7.22%. As of June
30, 2003, approximately $119.1 million in principal was outstanding.
The OPIC and Eximbank credit facilities are secured by a lien,
governed by New York law, on Accroven's contracts and accounts, a mortgage,
governed by Venezuelan law, on the project facilities, and a pledge of the
quotas in Accroven held by its members. The credit facilities impose a number of
contractual restrictions, including, among others, restrictions on transfers of
interest in Accroven and the payment of dividends.
ENE's bankruptcy and the failure by the ENE-affiliated
contractors to achieve completion of the project under the loan documents led to
defaults under the OPIC and Eximbank credit facilities. In June 2003, Accroven
executed agreements with its lenders to obtain waivers of such defaults and to
specify revised criteria that must be satisfied to achieve completion of the
project (as defined in the loan documents), an event that must occur before
dividends can be paid.
In February 2003, the Venezuelan government announced the
enactment of a foreign exchange control regime that restricts the convertibility
and repatriation of foreign exchange and sets specified bolivar/dollar exchange
rates. Because Accroven is a Barbados company whose revenues are primarily in
dollars paid to its accounts in New York, Accroven does not expect to be
significantly affected by the new foreign exchange control regime.
(v) GASORIENTE BOLIVIANO LTDA. (CUIABA -
GASBOL). Refer to Section X.A.3.e(i), "Cuiaba Integrated Project" for further
information.
(vi) GASOCIDENTE DO MATO GRASSO LTDA. (CUIABA -
GASMAT). Refer to Section X.A.3.e(i), "Cuiaba Integrated Project" for further
information.
(vii) TRANSREDES - TRANSPORTE DE HIDROCARBUROS
S.A. (TRSA) AND THE BOLIVIA-TO-BRAZIL PIPELINE (BBPL). TRSA provides domestic
and export hydrocarbons transport and associated activities in Bolivia through
its ownership and operation of approximately 1,800 miles of gas pipelines and
approximately 1,700 miles of liquids (crude oil,
475
LPG, NGLs, and diesel) pipelines. ENE owns an indirect 25% equity interest in
TRSA through ownership of a 50% equity interest in TRH. TRSA owns 51% of GTB,
which owns the Bolivian portion of the BBPL, and performs site operations and
various other contracted services to GTB. TRSA owns 12% of TBG, which owns the
Brazilian portion of the BBPL.
TRSA holds four 40-year concessions granted by the Bolivian
government that permit TRSA to provide non-exclusive hydrocarbons transportation
services for the domestic and export natural gas and liquids markets. TRSA has
firm and interruptible transport contracts for service on each of the four
concessions. The firm contracts all provide for ship-or-pay charges equal to
approximately 97% of the total charge. The charges for the regulated
interruptible tariff are the same as those for the firm tariff, but the
interruptible tariff is paid on a usage basis.
TRH was created by ENE and Shell to acquire a 50% interest in
TRSA in May 1997 in a closed-bid auction held by YPFB, the Bolivian state-owned
oil and gas company. The winning bid, representing an investment commitment of
$263.5 million, gave TRH a 50% ownership interest in TRSA, together with
management control. Of the remaining 50% equity interest in TRSA, approximately
34% is held almost equally between two Bolivian pension funds, 9.66% is held by
an affiliate of GECC, and the balance is held by other investors. TRH nominates
four of TRSA's seven board seats. The Bolivian pension funds currently nominate
three seats between them. TRSA is listed on the Bolivian Stock Exchange under
the symbol TRD1U.
(A) INDUSTRY OVERVIEW. Much of
Bolivia's major natural gas discoveries have come since 1998; however, only a
small portion of these discoveries have been developed due to limited markets.
Brazil is Bolivia's only current major export market, but even in Brazil export
growth has slowed because of economic and other conditions in Brazil affecting
the development and dispatch of thermoelectric power generation plants.
In the spring of 2003, a consortium led by Petrobras completed
construction of Transierra, a natural gas pipeline that extends from the gas
fields in southern Bolivia to Rio Grande. This line roughly parallels a pipeline
owned by TRSA. At the present time the combination of the two pipelines provides
the industry with a surplus of capacity. Petrobras has recently requested the
Gas Supply Agreement between Petrobras and YPFB be renegotiated in an effort to
reduce the price and the minimum take or pay quantities of gas Petrobras must
purchase. If Petrobras is successful in reducing the quantities of gas it must
purchase, there will be mid-term imbalance between the transportation capacity
purchased by the producers and the amount of gas purchased under the Gas Supply
Agreement. Although TRSA has firm, long-term contracts with its customers, the
excess contracted capacity may result in efforts by some or all of the producers
to reduce their capacity on either TRSA's pipelines or the Transierra pipeline.
Other than the TRSA pipelines and the Transierra line, there are no other
significant pipeline systems in Bolivia.
In connection with the Shell Settlement, affiliates of ENE and
Shell entered into a Voting Agreement on September 26, 2003, to govern the
ownership and control of TRH. Under the Shareholder Agreement the parties agree
that all actions of TRH shall be made by mutual consent of such affiliates of
ENE and Shell. Additionally, each shareholder is granted a right of
476
first refusal to acquire the other shareholder's ownership interest in TRH if
said party or its affiliate seeks to sell or otherwise transfer its interest in
TRH to a third party. Each shareholder also has a right of first refusal to
purchase the ownership interest held by the other shareholder if such
shareholder or its affiliate experiences a change of control.
With respect to TRSA, in general, all decisions involving
commitments in excess of $250,000 are reviewed by ENE and Shell and both parties
must agree on the guidance that they will give the senior management team of
TRSA with respect to feasibility and desirability of the recommendation. ENE has
the contractual right to appoint the secretary of the board and the President of
TRSA, and Shell has the right to appoint the chairman of the board and the Chief
Financial Officer. Other officers are appointed as mutually agreed by ENE and
Shell.
(B) ASSOCIATED DEBT. As part of the
acquisition from YPFB of the 50% interest in TRSA, TRSA was required to assume
outstanding indebtedness owed by YPFB. As of December 31, 2002, this debt
totaled approximately $111.3 million in eight different tranches with varying
payment schedules and maturities ranging from December 31, 2004 to June 30,
2032. In June and September 2001, TRSA issued bonds in an aggregate principal
amount of $155 million. Twenty million dollars of the bonds mature on each of
July 3, 2004, June 8, 2005, June 3, 2006, and May 29, 2007, and $75 million
mature on August 6, 2009.
TRSA is seeking to obtain IDB/CAF financing in 2003. If
obtained, this financing is intended to be used to fund capital expenditures.
Two multilateral agencies recently agreed to participate in a $220 million
facility with TRSA. TRSA expects to close this facility in the fourth quarter of
2003. TRSA's failure to obtain this financing could result in delays of planned
capital expenditures or limit TRSA's ability to pay dividends for the
foreseeable future.
(C) CUSTOMERS. TRSA's gas pipeline
network has a total capacity of approximately 690 MMcf/d. For 2003, TRSA has
firm contracts totaling 639 MMcf/d. TRSA's transportation of liquids is largely
associated with the production of natural gas and the customer base is very
similar. The chart below lists TRSA's gas transportation customers and firm gas
contract volumes from 2002 through 2007.
FIRM GAS CONTRACT VOLUMES AS OF JULY 2002
MMcm/d
(TO OBTAIN MMcf/d MULTIPLY FIGURES BELOW BY 35.315)
Gas Firm Contract by Customer 2002 2003 2004 2005 2006 2007
---- ---- ---- ---- ---- ----
Chaco 3.1 3.1 3.1 3.1 3.1 2.6
---- ---- ---- ---- ---- ----
Andina Maxus 3.6 3.9 3.0 3.0 3.0 3.0
---- ---- ---- ---- ---- ----
Pecom 1.0 1.1 1.1 1.2 1.2 1.2
---- ---- ---- ---- ---- ----
BG 3.5 2.1 2.1 1.5 1.5 1.5
---- ---- ---- ---- ---- ----
Vintage 0.6 0.8 0.4 0.0 0.0 0.0
---- ---- ---- ---- ---- ----
TBS 1.1 1.1 1.1 1.1 1.1 1.1
---- ---- ---- ---- ---- ----
Petrobras 3.0 6.0 6.0 6.0 6.0 6.0
==== ==== ==== ==== ==== ====
Total Gas System 15.9 18.1 16.8 15.9 15.9 15.4
==== ==== ==== ==== ==== ====
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An important source of revenue for TRSA results from the
obligation of Petrobras to pay TRSA surcharges mandated by the Bolivian
government regulations for volumes contracted by Petrobras and transported
through its Transierra pipeline. These revenues are projected by TRSA to be
approximately $9.9 million in 2003, $15.5 million in 2004, and $20.6 million in
each of the years 2005-2021. These revenues may not be realized if Petrobras
refuses to pay the surcharge or may only be partly realized if Petrobras pays
the surcharge on through-put volumes rather than volumes as contracted.
(D) REGULATORY ENVIRONMENT. TRSA's gas
and liquids transportation businesses are regulated public services in Bolivia
and are governed by a number of laws, regulations, and administrative
resolutions. Among these regulations are the 1996 Hydrocarbons Law No. 1689,
Bolivia's Sector Regulation System Law No. 1600 and the Transportation
Regulations for the Transportation of Hydrocarbons via Pipelines, Supreme Decree
No. 26116. The administration of these laws and regulations is the
responsibility of the Government and the Superintendent of Hydrocarbons of
Bolivia's Sector Regulation System, who must approve the terms and conditions of
any transportation agreements between TRSA and the producers/shippers.
Under the terms and conditions of the capitalization
agreements under which TRSA obtained the pipeline system from YPFB, the Bolivian
government required that the cost of transportation services during a four-year
transition period from 1997 to 2001 be held at an artificially low level. The
purpose of this subsidized, postage rate tariff (that is, a tariff independent
of the distance the product is transported) was to encourage gas exploration and
production and to allow participants in the energy markets in Bolivia to
gradually make adjustments in anticipation of an economically based tariff.
TRSA was permitted to recognize as an asset, earning interest
at 7% per annum in a "deferred account" an amount of deferred revenues resulting
from the difference between the four-year transition period tariffs and the
return permitted under the Transportation Regulations. The transition period
ended May 16, 2001, and thereafter TRSA was allowed to capitalize the
accumulated balance in the deferred account as a normal return-generating asset,
and annually expense as amortization a portion of that amount through the
post-transition period tariffs. As of December 31, 2002, the deferred account
balance was $141.9 million. The deferred account surcharge is applied to all
volumes, export and domestic, including volumes shipped by third parties.
TRSA receives domestic surcharges on all export shipments of
gas transported in Bolivia regardless of whether the gas is transported on
TRSA's system or by third parties. A new regulation would be required to extend
the domestic surcharge beyond the date in 2006 when it is scheduled to expire.
Failure to extend the subsidy would adversely affect TRSA's revenues by
approximately $16 million per year and would impact the ability of TRSA to pay
expected dividends.
(E) TARIFFS. The 1996 Hydrocarbons Law
requires that all tariffs provide the lowest transportation cost to the shippers
while providing the transporter with
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a reasonable rate of return on equity. The price of transportation services in
Bolivia for each of the four concessions is calculated using a "cash flow"
methodology. Rate cases occur every four years under Bolivian law, and the next
rate case filing for TRSA will be in May 2005. Agreement on a tariff requires
agreement on anticipated future returns. Under this structure, TRSA recovers its
capital expenditures, its cost of capital, the amortization of the deferred
account, operating costs and a reasonable rate of return (currently targeted at
12.5%) plus inflation (U.S.) on equity, which totals approximately 14.9%
currently. The regulations, however, provide for a deemed 60/40 debt-to-equity
structure for the purposes of calculating the return on equity. TRSA's
debt-to-equity as of year end 2002 is approximately 42/58.
The 1996 Hydrocarbons Law and related Supreme Decree No. 26116
also provide for a re-adjustment to the tariffs if (i) at any time actual
volumes are 8% lower or higher (cumulatively) than projected rate case volumes;
(ii) there is any change in tax legislation or (iii) there is a significant
change, in either direction, in the investment made by TRSA. Refer to Section
XIV.I.1.b., "Regulatory Intervention and Political Pressure" for further
information about the risks related to tariff-setting.
(F) ENVIRONMENTAL MATTERS. TRSA signed
an agreement with the government to reach compliance with Bolivian government
environmental manifestos by May 2004. TRSA agreed to meet 189 specific
environmental requirements and as of June 2003 TRSA had completed 159. Twenty of
the outstanding requirements arose before the pipeline assets were transferred
to TRSA and are subject to a specific agreement with the government signed on
July 10, 2001.
TRSA prepares an environmental impact assessment study and
submits it for approval from the government, which is required for any new
infrastructure project, including expansions. TRSA has completed and has
received environmental licenses for 27 projects since 1997.
The hydrocarbon transport industry has inherent risks of leaks
and spills. In January 2000 a TRSA pipeline suffered a major oil spill that
resulted in approximately $50 million of clean-up and remediation costs to TRSA.
TRSA has filed claims with its insurers to recover its losses from the oil
spill.
(G) GAS TRANSBOLIVIANO S.A. (GTB). GTB
owns and operates the approximately 350-mile Bolivian portion of the BBPL, which
is a regulated pipeline that transports natural gas from Rio Grande, Bolivia, to
Mutun, Bolivia, at the Brazilian border, where it interconnects to TBG, the
Brazilian portion of the BBPL. GTB relies on a single customer, YPFB, as the
source of nearly all of its revenues under its current long-term contracts for
firm capacity and gas transportation services. The YPFB contracts account for
1.062 bcf/d of the approximately 1.1 bcf/d of capacity currently available on
the GTB pipeline. Refer to Section XIV.I.2.c., "Concentration of Customers and
Suppliers" for further information. All tariff charges associated with the gas
shipped by GTB under its transportation agreements with YPFB are paid for
directly by Petrobras, the Brazilian state-owned oil and gas company, under
direct payment agreements with GTB. GTB's contracts with Petrobras and YPFB are
"ship-or-pay" contracts that require Petrobras to pay substantially all of the
amounts due under the contracts as capacity payments regardless of whether YPFB
actually ships gas through the
479
pipeline. Petrobras and YPFB have preferred treatment on the GTB pipeline
relative to other shippers. GTB's pipeline presently is flowing at approximately
50% of capacity.
Excluding its 12.75% indirect interest owned through TRSA, ENE
owns a 17% equity interest in GTB. TRSA owns 51% of GTB's equity and provides
operation, maintenance, and administrative services to GTB under a 20-year
agreement. Of the remaining equity, an affiliate of Shell owns a 17% interest,
an affiliate of Petrobras owns an 11% interest, an affiliate of British Gas owns
a 2% interest, and an affiliate of El Paso owns a 2% interest. GTB is managed by
a board of directors consisting of five members, comprised of two TRSA nominees,
one ENE nominee, one Shell nominee, and one director nominated by majority vote
of Petrobras and the other shareholders. Certain major decisions, including the
incurrence of debt in excess of $10 million, changes to the dividend or tax
policy, and amendments to the bylaws, require the approval of shareholders
holding 86% of the shares of GTB, thus giving Petrobras and the other
shareholders voting together a veto over such decisions.
In connection with the Shell Settlement, certain affiliates of
ENE and Shell entered into a Pipeline Voting Agreement to address ENE's and
Shell's respective ownership interests in GTB. The parties agreed to vote their
respective equity interests in GTB such that no approval relating to any of the
following matters would be given by either party unless both parties agreed on:
(i) certain expenditures in excess of $250,000, (ii) transfers of all or a
substantial part of GTB's assets, (iii) any amendment to GTB's organizational
documents, (iv) any decision to incur indebtedness in excess of $250,000 in the
aggregate, (v) any appointment, removal, elimination, creation or modification
of all senior manager's positions, (vi) any decision appointing or removing
GTB's auditors, and (vii) any other material transaction relating to GTB. Refer
to Section X.A.3.e(i), "Cuiaba Integrated Project" for further information about
the Shell Settlement.
As of June 30, 2003, GTB's pipeline and compression facilities
cost approximately $600 million to construct. GTB financed this construction
with funds from Petrobras, GTB's shareholders, third parties, and cash from
operations. Petrobras provided the majority of the funds used to construct the
GTB pipeline system by making advances in exchange for the reservation of firm
capacity in the pipeline and has a lien on certain GTB pipeline assets as
security for the advances. As of June 30, 2003, GTB's total outstanding
indebtedness was approximately $557 million. Historically, GTB has not paid
dividends to its shareholders. Any future dividends are subject to restrictive
covenants in GTB's mezzanine financing; in addition, dividends cannot be paid
until outstanding development cost advances of approximately $22 million, which
includes accrued interest as of June 30, 2003, have been repaid to GTB's
shareholders.
Petrobras has claims of approximately $17.7 million against
GTB relating to alleged shortfalls in gas tendered by GTB, non-compliance with
provisions in the gas transportation agreements and related matters. These
claims are the subject of ongoing negotiation between GTB and Petrobras and as
of June 30, 2003, GTB had reserved $5.8 million for these claims.
GTB and Petrobras entered into an agreement in September 2001
under which Petrobras agreed to repay GTB for costs incurred by GTB for
installing 35,000 hp of additional
480
compression on the GTB pipeline. As of June 30, 2003, approximately $33.7
million was payable to GTB under that agreement, which is scheduled to be repaid
monthly with interest over a period of 10 years. In addition, as of June 2006,
another approximately $15.7 million is anticipated to become due and payable to
GTB under that agreement, which would be repaid monthly by Petrobras to GTB with
interest over a period of 10 years.
(H) TRANSPORTADORA BRASILEIRA GASODUTO
BOLIVIA-BRASIL S.A. (TBG). TBG owns and operates the approximately 1,600-mile
Brazilian portion of the BBPL, which is a regulated pipeline that transports
natural gas from an interconnection with the GTB pipeline at the Bolivian border
to southeastern Brazil. As of the first quarter of 2003, Petrobras accounted for
over 98% of TBG's volume and British Gas accounted for the remaining 2% of TBG's
volume. TBG's contracts with Petrobras are U.S. dollar based "ship-or-pay"
contracts that require Petrobras to pay substantially all of the amounts due
under the contracts as capacity payments regardless of whether Petrobras
actually ships any amounts of gas through TBG's pipeline. Because TBG's
contracts are denominated in U.S. dollars but payable in Brazilian reais,
significant devaluation of the Brazilian real against the U.S. dollar in 1999
and 2002 has made it more expensive for Petrobras to use TBG's transportation
capacity.
Excluding its indirect 3% interest owned through TRSA, ENE
owns a 4% equity interest in TBG. Petrobras indirectly owns 51% of TBG's equity
and the balance of the equity is held by affiliates of TRSA (12%) and Shell (4%)
and by a joint venture between TotalFina, British Gas, and El Paso (29%).
Petrobras's position as both the controlling shareholder and the most
significant customer of TBG creates an inherent conflict that may disadvantage
TBG and its other shareholders. Petrobras and the joint venture owned by
TotalFina, British Gas, and El Paso have the ability to direct the management of
TBG, to control the election of a majority of its directors, and to determine
the outcome of any matter put to a vote of TBG shareholders that does not
require supermajority approval. TBG is managed by a board of directors
consisting of six members, five of whom are to be nominated by a majority vote
of such parties, and the remaining director is to be nominated by a majority
vote of ENE, Shell, and TRSA. In connection with the Shell Settlement, certain
affiliates of Shell and ENE entered into a Pipeline Voting Agreement to address
ENE's and Shell's respective ownership interests in TBG. The parties agreed to
vote their respective equity interests in TBG such that no approval relating to
any of the following matters would be given by either party unless both parties
agreed on: (i) certain expenditures in excess of $250,000, (ii) transfers of all
or a substantial part of TBG's assets, (iii) any amendment to TBG's
organizational documents, (iv) any decision to incur indebtedness in excess of
$250,000 in the aggregate, (v) any appointment, removal, elimination, creation
or modification of all senior management positions, (vi) any decision appointing
or removing TBG's auditors, and (vii) any other material transaction relating to
TBG. Refer to Section X.A.3.e(i)., "Cuiaba Integrated Project" for further
information about the Shell Settlement.
Pursuant to a shareholders' agreement, each shareholder has a
right of first refusal if any shareholder decides to sell some or all of its TBG
shares to a third party.
(viii) CENTRAGAS - TRANSPORTADORA DE GAS DE LA
REGION CENTRAL DE ENRON DEVELOPMENT & CIA., S.C.A. (CENTRAGAS). ENE, together
with Ponderosa, indirectly owns a 50% equity interest in Centragas. Tomen
Corporation and Promigas each owns a 25%
481
equity interest in Centragas. EDC, an affiliate of ENE, is the general partner
of Centragas. Centragas owns and operates the 359-mile Ballena - Barrancabermeja
natural gas pipeline in Colombia pursuant to a Transportation Services Contract
that expires in February 2011. Centragas originally entered into the
Transportation Services Contract with Ecopetrol, the state-owned oil company of
Colombia. In 1998, Ecopetrol assigned the contract to Ecogas, a state-owned gas
transportation company, but Ecopetrol has not been released by Centragas from
its obligations under the contract. Under the Transportation Services Contract,
Centragas transports gas exclusively for Ecogas. Centragas does not sell or
market natural gas, and tariffs under the Transportation Services Contract are
not subject to governmental regulations relating to the transportation of
natural gas. Upon the expiration of the Transportation Services Contract in
February 2011, Ecogas will have the option to purchase the pipeline from
Centragas for approximately $2.2 million. The pipeline is operated by Promigas,
and EIDS, an affiliate of ENE, has a Technical Services Agreement with Centragas
that matches the term of the Transportation Services Contract.
The project was financed by a private placement of $172
million of 10.65% Senior Secured Notes Due 2010 issued by Centragas pursuant to
an indenture and equity contributions by ENE affiliate partners of $45 million.
Following a June 1, 2003 payment, the outstanding principal balance on the notes
was $97,662,438. The notes are secured by the pipeline and substantially all of
Centragas's other assets.
The indenture permits Centragas to make loans to its partners
and their affiliates under certain conditions. Such loans have been made to
affiliates of ENE (of which $39,904,010 remained outstanding as of June 30,
2003). Through an escrow arrangement, these loans are repaid from the proceeds
of dividends payable to the ENE affiliate partners. As a result, the ENE
affiliate partners will not be able to receive any cash dividends, to the extent
declared and paid, until the outstanding loans to ENE affiliates are repaid in
full, which is not expected to occur until 2012 when the project is scheduled to
be liquidated. Until Prisma is able to meet the requirements to obtain
additional partner loans from Centragas, the only source of cash to Prisma from
the project prior to liquidation will be the fees under the Technical Services
Agreement.
d. POWER DISTRIBUTION
(i) ELEKTRO ELETRICIDADE E SERVICOS S.A.
(ELEKTRO). Elektro is a Brazilian LDC operating in the states of Sao Paulo and
Mato Grosso do Sul, Brazil. Elektro's concession area covers 223 municipalities
in the state of Sao Paulo, and 5 municipalities in the state of Mato Grosso do
Sul, encompassing approximately 56,000 miles of distribution lines. As of June
30, 2003, Elektro had approximately 2,200 employees.
Pursuant to a national power sector privatization program,
Elektro was created by a spin-off of the Companhia Energetica de Sao Paulo power
distribution division in January 1998. Companhia Energetica de Sao Paulo was
previously a state-owned integrated energy company providing power generation,
transmission, and distribution in Sao Paulo. In a series of transactions in 1998
and 1999, ENE and its affiliates acquired a 99.62% economic interest and a
99.96% voting interest in Elektro. Three Brazilian limited liability companies,
EPC Ltda., EIE, and ETB, which are indirectly controlled by ENE and its
affiliates, including Whitewing LP,
482
hold 99.62% of Elektro's capital stock. There is no shareholders' agreement
among these parties. The remaining 0.38% of the capital stock is publicly held.
It is anticipated that Elektro will continue its primary
strategy of cost leadership and the strengthening of its brand with a focus on
customer service and high standards in power dependability and quality.
Furthermore, Elektro's management team has taken a leadership role in industry
discussions with governmental authorities regarding the development of the
Brazilian energy regulatory framework.
(A) INDUSTRY OVERVIEW. Despite the
economic difficulties facing the country since the early 1980s, according to the
Brazilian Ministry of Mines and Energy, overall electricity consumption in
Brazil grew from 151 TWh in 1985 to 226 TWh in 1994, equivalent to a 4.6% CAGR.
In the period following the real stabilization plan (1994 - 2000), electric
consumption grew at a 5.3% CAGR, reaching 307 TWh in 2000. During this period,
the fastest growing market segments in Brazil were the residential segment with
a CAGR of 6.9% and the commercial segment with a CAGR of 8.7% according to the
Ministry of Mines and Energy.
Privatization efforts in the Brazilian power industry began in
the distribution sector. Currently, approximately 75% of the total energy market
and approximately two-thirds of the 70 distribution companies in Brazil are
owned by private investors. Privatization auctions occurred between 1995 and
2000, and a total of approximately $27 billion was invested in the distribution
sector by major players including ENE and AES; EDP - Electricidade de Portugal,
Endesa, and Iberdrola (Spain); EDF - Electricite de France; and VBC (Brazil).
Hydroelectric power constitutes approximately 90% of Brazil's
total installed capacity. Abnormally low rainfall, lack of investments in
generation facilities, and depletion of water reserves led the Brazilian
government to impose a severe energy rationing program from June 2001 through
February 2002. Brazil's electricity consumption was reduced by 16.5% during this
period. This shortage in supply led to increased efforts to develop thermal
energy plants, although such development slowed in 2003 as hydroelectric
resources returned to more normal levels. Even after the removal of rationing
restrictions, consumption, according to the Ministry of Mines and Energy, grew
only 2.5% in 2002 compared to an average of 5.3% over the prior six years.
According to the Ministry of Mines and Energy, the growth in electric
consumption in Brazil over the next five years is expected to be approximately
6% per year and in the southeastern region 5.6% per year.
Since 2001 several LDCs have faced severe losses and
deteriorating financial conditions as a result of the rationing impacts, reduced
electrical consumption, delay of uncontrollable costs tariff pass-through, and
foreign exchange devaluation impacts related to U.S. dollar denominated debt.
The Brazilian government's electricity rationing program implemented from June
2001 to February 2002 negatively impacted Elektro's revenues by R$219.2 million
($92.7 million). Furthermore, the delay of the pass-through of 2001
uncontrollable costs to Elektro tariffs caused Elektro additional losses of
R$58.9 million ($24.8 million). Another prolonged electrical energy crisis could
trigger another federal rationing plan, have adverse effects on the Brazilian
economy, and lead to a downturn in the level of economic activity, all of which
could adversely affect Elektro's operating results and financial condition.
483
(B) CONCESSION AGREEMENT. Elektro holds
a 30-year renewable Concession Agreement, the first term of which expires in
2028, which provides exclusive distribution rights within the concession area.
Elektro may seek an extension of the Concession Agreement for an equal term of
30 years by submitting a written request accompanied by proof of compliance with
various fiscal and social obligations required by law. Extension of the
Concession Agreement by ANEEL is discretionary and based on technical reports by
the agency regarding the dependability and quality of service rendered by
Elektro in the primary term of the concession. Elektro's Concession Agreement
and federal law allow for termination of the concession in the following
situations: (i) expiration of the contractual term; (ii) expropriation for the
public good (which requires payment to Elektro by the Brazilian federal
government); (iii) forfeiture (by failure of concessionaire to honor concession
obligations); (iv) rescission by concessionaire (in event that the federal
government does not honor its obligations); (v) annulment arising from
irregularity associated with granting of the concession; and (vi) bankruptcy or
dissolution of Elektro. The federal government also has the authority to
intervene in the administration of the concession if Elektro fails to comply
with its obligations under the concession.
As part of the approval by ANEEL of a restructuring in
December 1998 of ENE's interests in Elektro through a reverse merger
transaction, the Concession Agreement was amended pursuant to the First
Amendment to the Concession Agreement to include an annual capitalization test
to measure the impact of the merger on Elektro. The financial impact of the
merger is computed based on the inflows (tax and dividend savings) and outflows
(interest and principal paid) generated by the merger. If the net result is
positive, the balance is carried forward to the next year. If it is negative,
Elektro's controlling shareholder EPC Ltda. has to recapitalize Elektro in an
amount equivalent to the negative balance computed. As of June 30, 2003, $314
million of Elektro's intercompany debt due in December 2008 has to be considered
in the financial flow computation of the capitalization test as interest and
principal are paid. Depending on the results of the annual capitalization test,
Elektro may have an impaired ability to pay interest and principal on its
inter-company loans.
(C) SHARE REDEMPTION TRANSACTION. On
January 3, 2001, Elektro's shareholders approved a share redemption transaction
pursuant to which the shareholders would receive payments of R$676 million in
quarterly installments from 2001 to 2005. As of June 30, 2003, payments to
shareholders totaled $72.1 million (R$158.2 million) with an outstanding balance
of $146.9 million (R$518.8 million). ANEEL notified Elektro on February 3, 2003
that the share redemption transaction should have been pre-approved by the
agency and ruled that (1) the transaction should be reversed and (2) the
shareholders should reimburse Elektro for the $72 million already received. On
February 18, 2003, Elektro filed an appeal, which is still pending. If Elektro's
majority shareholders are ultimately required to reimburse Elektro, they would
have to seek the necessary funding from Prisma or otherwise adequately
recapitalize Elektro.
On March 14, 2003, Elektro submitted a proposal to ANEEL to
amend the original share redemption transaction to (1) maintain the original
payment schedule (R$1.2 million outstanding) to the minority shareholders; (2)
to include the past and future payments to controlling shareholders of $218
million (R$673.7 million) in the capitalization test computation set forth in
the First Amendment to the Concession Agreement; and (3) to limit the future
484
payments to the controlling shareholders by the positive balance of the
capitalization test financial flow. If ANEEL accepts Elektro's proposal, Elektro
currently believes that its financial flow balance would be enough to offset the
reimbursement of the payments already made to the controlling shareholders
through September 2001. Elektro's estimates indicate that if ANEEL accepts the
proposal the remaining payments to the controlling shareholders would occur from
2005 through 2012. As of June 30, 2003, ANEEL has neither responded to Elektro's
proposal, nor confirmed its request to reverse the transaction.
In addition, on March 14, 2003, the Comissao de Valores
Mobiliarios, the Brazilian securities commission, sent a notification to
Elektro, challenging the legal grounds for the share redemption transaction.
Elektro filed a response to the commission on March 27, 2003. In July 2003,
Elektro was informed by its external counsel that the commission has initiated
an administrative appeal process. Subsequently Elektro sent a letter to Comissao
de Valores Mobiliarios attaching its appeal previously filed with ANEEL on
February 18, 2003. As of August 5, 2003, Elektro has not received any reply from
the commission.
(D) REGULATORY ENVIRONMENT. The
Brazilian electricity sector is subject to regulation by ANEEL. ANEEL is an
independent agency funded through contributions in the tariffs with its board of
directors selected by the Brazilian President and approved by the Senate.
As a Brazilian publicly-held company with stock registered on
the Sao Paulo Stock Exchange, Elektro also has to comply with disclosure
requirements of the Comissao de Valores Mobiliarios, including filing quarterly
and annual financial statements and forms describing the company's corporate
governance.
In December 2001, Brazilian governmental authorities and the
LDCs agreed to an extraordinary tariff increase of approximately 5% to recover
the rationing impacts on revenues and the delay of the pass-through of 2001
uncontrollable costs (Parcel A) to tariffs. To provide near-term relief, it was
agreed that Brazilian National Bank for Economic and Social Development would
finance 90% of such losses.
ANEEL adopted resolutions in November 2000 providing that the
LDCs are responsible for expanding and improving the transmission grid of
Companhia de Transmissao de Energia Eletrica Paulista S.A., the state-owned
transmission company of Sao Paulo. Controversies have arisen as to whether the
LDCs should pay connection charges to fund the transmission company, which would
be passed through to tariffs, or invest directly in the transmission grid with
their own resources. If Elektro is required to invest directly, such investment
may exceed $50 million from 2003 to 2007 and reimbursement of such amount is
contingent on the investment being deemed a reimbursable expense in Elektro's
next annual tariff review and subsequent tariff adjustments.
(E) NEW POWER SECTOR MODEL. On July 25,
2003, the Conselho Nacional de Politica Energetica - CNPE (Energy Policy
National Council) announced proposed guidelines for the reform of the Brazilian
power sector model. Members of the energy sector now have the opportunity to
review and provide comments to the proposed guidelines. The main principles
contained in the draft guidelines are that there must be: (i) a public service
485
oriented electrical energy sector, (ii) government planning of generation and
transmission expansion, and (iii) 100% contract commitments for all LDC power
requirements with CNPE oversight. Additionally, the guidelines provide that
there will be two markets for contracting power. The first market will be a
regulated tariff pool for LDCs, generation public utilities, and the independent
power generators if they elect to participate. The second market will include
free customers and independent power generators with freely negotiated prices.
Under the draft guidelines, each consumer with demands higher than 3MW will have
to notify its LDC at least 5 years in advance to be allowed to purchase power
from third parties. The government intends to start implementation of these
guidelines in January 2004. This new arrangement is still subject to further
discussions, changes in the existing regulatory and legal framework and
congressional approval.
(F) TARIFFS. Tariffs for distribution
companies are periodically reset and reviewed by ANEEL. Elektro's tariffs were
reset in August 2003, the fifth anniversary of the Concession Agreement, and
will be reset every four years thereafter. ANEEL's proposed tariff review
methodology includes in the rate base all of Elektro's assets at market
replacement cost and adopts a model distribution company as the benchmark for
operational costs. Members of the industry are still discussing with ANEEL the
model company concept and its adverse effects on operational cost, labor
relations, and financial obligations. Any asset base evaluations (provided by
ANEEL-certified consultants) used in the tariff review methodology are subject
to subsequent ANEEL audit and revision. If the outcome of the tariff review is
not favorable, Elektro might need to restructure terms of its intercompany loans
by (i) rescheduling maturity dates of interest and principal, (ii) reducing the
coupon rate, or (iii) converting debt into equity.
Under Elektro's Concession Agreement, tariffs are adjusted on
August 27 of each year based on Elektro's unit cost per kWh at the time of the
last adjustment based on actual increases in Elektro's non-controllable costs
per unit and for inflation commensurate with its controllable costs per unit
since that time. Effective with the next adjustment, an "X" factor will reduce
the inflation adjustment every year between reset dates to share efficiency and
productivity gains with customers. Such non-controllable costs are monitored
throughout the year through a tracking account and include, among others, power
purchase costs (with foreign exchange adjustments in respect of the Itaipu
contract discussed below), RGR (a reserve fund created by the Brazilian
government to compensate companies for certain assets if the concession has been
revoked), CCC (a fuel cost surcharge levied on all consumers), and certain sales
taxes. In August 2002, Elektro received a tariff increase of 14.21%, which was
consistent with Elektro's expectations and with increases received by other LDCs
in the sector. In addition to these specific adjustments, Elektro's tariffs may
be reviewed at any time to restore the "financial and economic equilibrium" of
the Concession Agreement. Refer to Section XIV.I.1.b., "Regulatory Intervention
and Political Pressure" for further information about the risks of regulatory
intervention.
(G) 2003 TARIFF REVIEW. On August 27,
2003, ANEEL released Elektro's tariff increase of 27.93%, of which 20.25% became
immediately effective. The remaining portion will be added to the controllable
costs in the three subsequent annual tariff adjustments starting in 2004. The
preliminary "X" factor is 2.38%. The methodology for determining the final "X"
factor is not yet available. It will be annually adjusted based on LDC
486
performance as determined through a customer survey. ANEEL has indicated that
the annual adjustment also may capture productivity gains caused by market
growth.
(H) MARKET. The majority of Elektro's
regulated customer base is comprised of commercial and small and mid-sized
industrial customers and higher-margin residential customers. Based on 2002
revenues, Elektro's regulated customers were 36% industrial, 35% residential,
14% commercial, 10% public/government, and 5% rural. Over the past seven years
Elektro has experienced a 4.4% average annual growth rate in its customer base.
Additionally, energy consumption in Elektro's concession area grew between 2.7%
and 7.5% in each of the past seven years with the exception of 2001 when the
energy rationing program was in place. The rationing program from June 2001 to
February 2002 reduced energy consumption by 20.8% in the Elektro concession area
compared to the June 2000 to February 2001 period. Elektro's operating results
fluctuate based on the overall level of economic activity in Brazil and the
disposable income level of consumers. Elektro has electricity sales contracts
with each of its large customers with terms ranging from two to five years.
Customers in Elektro's service territory with demand higher
than 3 MW have the option, after the expiration of their current contracts, to
buy power from other LDCs, directly from a generator, or from an energy
marketing company. The distribution service and the connection to the LDC system
will continue to be contracted with the LDC, which would charge a regulated
distribution tariff. However, there can be no assurance that ANEEL will set this
tariff at a level that is satisfactory to Elektro. To mitigate the risk of
Elektro's customers choosing to purchase power from other suppliers, Elektro's
shareholders have established a marketing company that can enter into pure
commodity contracts with these customers. There can be no assurances that the
marketing company will be successful in capturing all profitable commodity
customers that elect to unbundle their energy purchases, and Elektro's operating
results may be negatively impacted accordingly. The loss of these customers may
reduce Elektro's ability to recover the rationing revenue losses and
uncontrollable costs within the 59-month maximum recovery period imposed by
ANEEL for the 5% extraordinary tariff increase because this customer group pays
an unbundled distribution tariff which does not include the extraordinary tariff
increase. Elektro projections indicate that while the rationing revenue losses
could be recovered within the 59 month recovery period, the uncontrollable costs
may not be fully recovered within this period. Based upon a legal opinion
provided by outside counsel, Elektro believes that the recovery period for the
uncontrollable costs can be extended beyond the ANEEL-imposed 59 month recovery
period. This issue is under discussion between the Brazilian LDC association,
ABRADEE, and ANEEL.
(I) BRAZILIAN WHOLESALE MARKET. The
Brazilian Wholesale Market, which represented approximately 5% of Elektro's
revenues during 2001 and 2002, is responsible for settling the contractual
differences in the Brazilian power market. Due to the lack of clear regulations
and a series of injunctions filed by several market agents, no payments were
made from September 2000 to December 2002. Fifty percent of the outstanding
receivables were due to be paid in January 2003, with the expectation of
receiving $19.4 million (R$68.6 million). Due to late and partial payments,
Elektro collected payments in January, February, and March totaling $17.1
million (R$61.0 million). Payment of an additional $1.4 million (R$5.0 million)
has been blocked by an injunction. After the conclusion of an independent
federal audit of the accounting, calculation process and amounts involved,
487
settlement of the remaining 50% of receivables occurred in July 2003. Elektro
effectively collected $13.6 million (R$40.4 million) in July and $7.4 million
(R$21.9 million) has been blocked by injunctions. As a result, the total past
due outstanding balance to Elektro is $2.4 million (R$7.0 million).
(J) POWER SUPPLY. Currently, almost
100% of Elektro's energy requirements are supplied by long-term contracts.
Twenty-one percent is purchased from the large Itaipu hydroelectric generation
facility, and most of the remainder is purchased under contracts with affiliates
of each of Companhia Energetica de Sao Paulo (CESP), Duke, and AES. Under these
contracts, Elektro was required to buy a take-or-pay volume of approximately 80%
of forecasted demand in 2002. The take-or-pay volume declines 25% per year
beginning in January 2003 and the contracts terminate at the end of 2005. These
contracts are currently priced at $16/MWh (R$56/MWh) on average. Prices are
denominated in local currency and adjusted annually by inflation.
Itaipu's tariff is priced on demand, indexed to the U.S.
dollar, and tied to the capital and operating costs of Itaipu. After prolonged
negotiations with ANEEL, the foreign exchange risk inherent in this contract is
now mitigated because the power purchase costs paid to Itaipu are passed through
to the customers through a tracking account mechanism. Although the tracking
mechanism mitigates foreign exchange risk of the dollar denominated contract, it
does not provide full risk coverage, as the tracking account is computed on a
monthly basis, but is only applied once a year in the yearly tariff adjustment.
Therefore, a significant devaluation of the real might increase working capital
requirements between two consecutive annual tariff adjustments dates. Refer to
Section XIV.I.1.d., "Devaluations of Foreign Currencies" for further information
about the risks of currency devaluations. In 2002 Elektro contracted 434 MW of
capacity with Itaipu at a rate of $20.1988/kW-month. For 2003 the rate is
$17.55/kW-month, equivalent to $30/MWh (R$106/MWh). On April 4, 2003, a new
regulation (Portaria Interministerial 116) postponed pass-through of the
tracking account values related to the 2002-2003 period until the 2004 tariff
adjustment. A loan from the Brazilian National Bank for Economic and Social
Development to advance such amounts to the LDCs has been established by means of
Presidential Provisional Measure No. 127, effective August 4, 2003. Such measure
has been approved by the Brazilian congress and should be made into law by the
end of 2003. Elektro should receive from BNDES R$91.4 million (US$31 million),
which is the balance as of August 27, 2003, that has been approved by ANEEL. The
disbursements are expected to occur as follows: (i) 50% in November 2003; (ii)
30% in February 2004; and (iii) 20% in May 2004.
Since January 2003 LDCs have been required to contract at
least 95% of their power needs through long-term contracts (more than 6 months)
and buy their power needs through ANEEL-regulated auctions. A decree issued on
July 8, 2003, allowed LDCs to amend their contracts with public service
generators, until December 31, 2004, to purchase additional power limited to the
original contracted volumes at the current prevailing prices. Elektro's current
estimates indicate that Elektro is fully contracted for 2003. For 2004, Elektro
covered its needs through an amendment of the CESP contract (295 MW), which was
approved by ANEEL, and as of June 30, 2003 estimated that it will need to enter
into contracts through auctions to buy 800 MW for 2005. Although Elektro will
seek to obtain full pass-through to tariffs of the energy costs purchased at
auctions, ANEEL may not include the auction contracts in the tracking
488
account mechanism, which would not allow Elektro to recover eventual intra-year
cost increases originated by such contracts and would negatively affect its
operating results.
(K) DIVIDENDS POLICY. Elektro's Bylaws
provide for yearly payment of a minimum dividend equal to 25% of its net profit,
which is the minimum annual dividend a corporation is obligated to pay under the
Brazilian corporate law. The last year for which Elektro had a net profit under
Brazilian GAAP and was able to pay dividends was 1998.
(L) DEBT OVERVIEW. Elektro's
consolidated indebtedness as of June 30, 2003 totaled $843 million, of which 59%
was composed of U.S.-dollar-denominated intercompany obligations. Seventy-four
percent of Elektro's third-party debt is U.S.-dollar-denominated and must be
repaid from 2007 through 2012. Elektro expects its subsidiary Terraco Investment
Ltd. to extend the maturity of its $179 million non-interest bearing loan
payable to EDF that currently matures in 2004. As the bulk of Elektro's foreign
exchange exposure is not hedged and Elektro's revenues are real-based,
devaluation of the real and continued currency volatility would negatively
impact Elektro's future earnings and cash flow, and could also hurt its ability
to meet foreign currency interest and principal debt obligations.
The following table shows consolidated debt as of June 30,
2003 for Elektro, Terraco Investment Ltd., EPC Ltda., EIE, and ETB.
US GAAP ELEKTRO CONSOLIDATED DEBT STRUCTURE
$ MILLION - FX RATE @
AS OF JUNE 30, 2003 (PRINCIPAL PLUS ACCRUED INTEREST TO DATE) 2.8720
- ------------------------------------------------------------------------------------------------------------------
INTEREST SHORT LONG
MATURITY INTEREST RATE PRINCIPAL PAYMENT TERM TERM TOTAL
Third Party Debt
Debt in R$
BNDES Capex Jun 2003 to Nov TJLP+3.2% ~ Monthly Monthly (1) 5.6 14.5 20.1
2006 3.85%
Eletrobras Mar 2007 to Oct RGR+5% Monthly Monthly 0.3 2.1 2.4
Financing 2007
Debenture May 2005 IGPDI+11.4% Bullet Annually 0.1 6.6 6.7
BNDES Rationing/
Parcel A Jan 2007 SELIC+1.0% Monthly Monthly 14.2 44.6 58.8
Financing
Shares Redemption
(minority
shareholders) June 2005 - Quarterly None 0.2 0.2 0.4
Debt in $
ETB / BCI (2) Dec 2012 4.15% Semi-annual Semi-annual 12.9 244.8 257.7
(3)
Sub-total 33.3 312.8 346.1
Intercompany
Debt
Debt in US$
EBPH-IV Dec 2008 15% Bullet Quarterly - 314.1 314.1
EDF Dec 2004 0% Quarterly None 27.5 151.6 179.1
489
US GAAP ELEKTRO CONSOLIDATED DEBT STRUCTURE
$ MILLION - FX RATE @
AS OF JUNE 30, 2003 (PRINCIPAL PLUS ACCRUED INTEREST TO DATE) 2.8720
- ------------------------------------------------------------------------------------------------------------------
INTEREST SHORT LONG
MATURITY INTEREST RATE PRINCIPAL PAYMENT TERM TERM TOTAL
Other - - - - - 3.3 3.3
Sub-total 27.5 469.0 496.5
Total 60.8 781.8 842.6
(1) Quarterly during grace period.
(2) On December 31, 2002, Elektro, ETB and ENE Enron concluded negotiations
with BCI to restructure this fixed rate note issued by ETB. The
restructuring reduced interest expenses by $51 million on a present
value basis and extended final maturity from December 2007 to December
2012. Under US GAAP, the resulting effective interest rate is 4.15%
(3) Starting in December 2007.
TJLP: Long term interest rate RGR: Correction index defined by Eletrobras. It has been kept flat since 1999.
IGPDI: Inflation rate SELIC: Basic interest rate CDI: Interbank interest rate
Under Elektro's $32 million Brazilian National Bank for
Economic and Social Development credit facility used to fund its capital
expenditures, it must maintain a capitalization ratio (shareholders' equity to
total assets) above 40% during the amortization period of the loan. Because
estimates indicate that Elektro will not be in compliance with this financial
covenant, Elektro is attempting to renegotiate this covenant and is also seeking
to resume drawdowns that were suspended following the filing of ENE's Chapter 11
Case. As a result of ENE's chapter 11 filing, Elektro had to cancel an $80
million local debenture placement in 2001, and all commercial banks called back
any unused credit facilities ($37 million). The lack of a clear regulatory
framework in Brazil, including the absence of an agreed methodology for the
required periodic tariff review, the recent drop in electrical energy demand
caused by the rationing program in 2001, and the high volatility and 52% foreign
exchange devaluation recorded in 2002 have caused the financial markets to delay
or reduce financings to most LDCs. Despite Elektro's current efforts to restore
its credit facilities, there can be no assurances that Elektro will be able to
raise new funding or refinance its current debt.
(M) GOVERNMENT FINANCING PROGRAM TO
LDCs. On September 16, 2003, the Brazilian National Bank for Economic and Social
Development and the Ministry of Mines and Energy announced a R$3.0 billion (US$1
billion) financing program aimed at enhancing the LDC's capital structure. The
program is available for both private and state-owned LDCs. Initial program
eligibility requirements are: (i) renegotiation of at least 30% of short-term
private bank loans; (ii) commitment of the LDC's controlling shareholders to
convert all intercompany credits into equity; and (iii) meeting certain
corporate governance standards set by the Sao Paulo Stock Exchange. The
financing will be provided through the issuance of 10-year convertible
debentures with a 4-year grace period. Elektro is currently assessing how it
might participate in this program.
e. POWER GENERATION. The table below identifies the
power plants included in Power Generation and several of their key features.
490
POWER GENERATION POWER PLANTS
PERCENT GENERATING
DATE CAPACITY CONTRACTED AND
EXPECTED COMMERCIAL SCHEDULED TERMINATION
PRISMA OPERATION DATE UNDER PRINCIPAL
OWNERSHIP GENERATING FUEL WAS POWER PURCHASE
BUSINESS LOCATION INTEREST CAPACITY TYPE INITIATED AGREEMENTS
Cuiaba - EPE Brazil 50.0% 480 MW Natural May 2002 100% until May 2019
Gas
Trakya Turkey 50.0% 478 MW Natural June 1999 100% until June 2019
Gas
PQP Guatemala 37.5% 234 MW Fuel Oil February 1993 47% until February 2013
(110 MW)
July 2000
(124 MW)
BLM Panama 51.0% 280 MW Fuel Oil 1967 (40 MW) Elektra - 30% until
1971 (40 MW) December 2003
1973 (40 MW) Edemet - 48% until
2000 December 2004
(160 MW Elektra - 29% from
combined January 2005 until
cycle) December 2008
SPC Philippines 50.0% 116 MW Fuel Oil February 1994 100% until February 2009
ENS Poland 100.0% 116 MW Natural June 2000 100% electrical until
electrical Gas June 2020
70 MW 85% to 90% thermal until
thermal June 2020
SECLP Dominican 84.1% 184 MW Fuel Oil August 1994 92% until January 2015
Republic
EEC Nicaragua 35.0% 70.5 MW Fuel Oil September 1999 71% until September 2014
GMSA Argentina 100.0% 70 MW Natural March 1995 Arcor - 9% until July
Gas and 2004 (six power purchase
Diesel agreements)
Fuel
CEMSA - 40% until July
2005
MEC Guam 50.0% 88 MW Fuel Oil January 1999 100% until January 2019
As indicated in the table above, each of the plants that
Prisma expects to be a part of its business has been completed and has initiated
commercial operations. Refer to the project-specific sections below for more
detailed descriptions of each of the Cuiaba Project, Trakya, PQP, BLM, SPC and
the Other Power Generation Businesses.
491
(i) CUIABA INTEGRATED PROJECT. The Cuiaba
Project consists of four companies that on an integrated basis operate a power
plant in Brazil and purchase natural gas in Bolivia or Argentina and transport
it to Brazil for use as fuel in the generation of electrical energy at the power
plant. EPE is a power generation company that operates an approximately 480-MW
gas-fired, combined-cycle power plant located in Cuiaba, Mato Grosso, Brazil.
GasBol is a gas transportation company that operates an approximately 226-mile
18-inch gas pipeline in Bolivia to transport natural gas from the Bolivian
portion of the BBPL to the pipeline interconnection at the Bolivia-Brazil
border. GasMat is a gas transportation company that operates an approximately
175-mile 18-inch gas pipeline in Brazil, which is interconnected to the GasBol
pipeline at the Bolivia-Brazil border, to transport natural gas from the border
to the EPE power plant. TBS is a gas supply company that purchases natural gas
from Bolivian or Argentinean sources, arranges for transportation of the gas,
including through GasBol and GasMat, and sells the gas to EPE. The Cuiaba
Project sells all of the capacity of and energy produced by EPE to Furnas, one
of Brazil's federally owned electricity generation companies.
(A) SHELL SETTLEMENT AGREEMENTS. As of
September 26, 2003, following the closing of the Shell Settlement and the equity
transfers contemplated therein, Shell owns, through its affiliates, a 50%
interest in each of EPE, GasMat, TBS, and GasBol. Several disputes arose between
ENE and Shell relating to the development, construction, and operation of the
Cuiaba Project and the management and governance of EPE, GasMat, GasBol, and
TBS. Affiliates of ENE and Shell entered into a Definitive Agreement in June
2003 to resolve these disputes, and the Bankruptcy Court approved the Shell
Settlement on August 7, 2003. The parties closed the transactions contemplated
by the Shell Settlement on September 26, 2003.
The original projected aggregate capital cost of the Cuiaba
Project was approximately $505 million. As a result of significant delays and
cost overruns incurred by the construction contractor, an affiliate of ENE, the
actual aggregate capital cost of the Cuiaba Project was approximately $740
million. To settle disputes related to these cost overruns, which were funded in
part by Shell, various ENE affiliates transferred equity interests in each of
EPE, GasMat, and TBS to affiliates of Shell in accordance with the terms and
conditions of the Shell Settlement.
In connection with the Shell Settlement, certain affiliates of
Shell and certain affiliates of ENE entered into a Master Voting Agreement to
address the management and governance of the Cuiaba Project as well as ENE's and
Shell's respective ownership interests in the BBPL and TRSA. The parties agreed
to vote their respective equity interests together through the implementation of
a supervisory board whose affirmative vote is necessary to approve certain
substantial transactions of any Cuiaba Project company, including (i) certain
expenditures in excess of $250,000, (ii) a transfer of all or a substantial part
of the assets of any Cuiaba Project company, (iii) any amendment to the
organizational documents of any Cuiaba Project company, (iv) any decision to
incur indebtedness (except if for less than $250,000 in the aggregate), (v) the
appointment, removal, elimination, creation or modification of all senior
managers' positions, (vi) any decision appointing or removing the auditors of
any Cuiaba Project company, and (vii) any other material transaction relating to
the Cuiaba Project companies. The failure of the parties to agree on actions
required for the operation of the Cuiaba Project could result in a deadlock that
could have a material impact on the revenues and expenses of the Cuiaba Project.
492
Pursuant to the terms and conditions of the Shell Settlement,
the revised organizational documents of each of the Cuiaba Project companies
contain standard provisions relating to purchase rights triggered by a
prospective change of control. In addition, the revised organizational documents
provide for certain rights of first refusal and drag-along rights. For as long
as a direct or indirect controlling equity holder of a Cuiaba Project company is
not creditworthy, each other equity holder has drag-along rights with respect to
the equity of a Cuiaba Project company held by the non-creditworthy equity
holder. However, the exercise of such drag-along rights by a selling equity
holder triggers the non-creditworthy equity holder's right of first refusal with
respect to the equity of a Cuiaba Project company held by the selling equity
holder. If an equity holder is required to sell its equity in a Cuiaba Project
company, whether pursuant to a drag-along right or right of first refusal, then
any debt associated with the selling equity holder's interests is required to be
transferred to the purchaser of the equity to the extent that the selling equity
holder controls the holder of the associated debt.
In accordance with the terms and conditions of the Shell
Settlement, Shell transferred to affiliates of ENE an aggregate amount equal to
$15.5 million. Approximately $4 million was used to provide a mezzanine loan to
GTB. In connection with the Shell Settlement, certain affiliates of ENE and
Shell released and discharged each other and each of the Cuiaba Project
companies, and each of their respective agents and affiliates, from all claims
with respect to the Cuiaba Project, subject to a limited indemnity, that arise
out of acts or omissions occurring on or prior to the closing date of the Shell
Settlement, including unasserted claims, with certain exceptions.
(B) INTERCOMPANY DEBT. The Cuiaba
Project does not have any third-party financing. However, EPE, GasMat, and
GasBol borrowed an aggregate of approximately $475 million from affiliates of
ENE and Shell during the period from October 1998 to October 2001 to finance
construction. Pursuant to credit restructuring agreements among each of EPE,
GasMat, and GasBol, on the one hand, and their respective ENE and Shell
affiliate lenders, on the other hand, which were entered into as part of the
Shell Settlement, each borrower will only be obligated to make payments on its
loans from its cash flow that would otherwise be available after expenses,
taxes, and reserves are paid. EPE is exposed to market risks, including changes
in currency exchange rates between the Brazilian real and the U.S. dollar. EPE
attempts to mitigate some of the negative impact of changes in exchange rates
through various hedging mechanisms and treasury policies.
(C) DIVIDEND AND DISTRIBUTION POLICY.
Except for TBS, none of the Cuiaba Project companies have distributed dividends
and no distribution of dividends by EPE, GasMat, or GasBol is expected in the
foreseeable future. Available cash is expected to be used solely for the
repayment of ENE and Shell affiliate loans after certain reserves are funded.
TBS distributed dividends from its 2001 and 2002 earnings and expects to
distribute to its shareholders future available cash after reserve accounts are
funded.
ENE expects to transfer its equity interests in its affiliates
that made loans to EPE, GasMat, and GasBol to Prisma. However, the loans to EPE
and GasMat were made by ENHBV, and there is a risk that ENE will not be able to
transfer ENHBV to Prisma. Refer to Section X.A.2., "Risk Factors" for further
information. If ENHBV is not transferred to Prisma, Prisma will not benefit from
approximately $271 million in loans payable by EPE and GasMat.
493
(D) PLANT AND EQUIPMENT. EPE employees
operate the power plant and provide operation and routine maintenance services.
The combustion turbine generators used in the plant were two of the first model
V84.3A turbines produced by Siemens. The Siemens turbines have experienced
significant problems, including mechanical and technological problems with tiles
in the combustion chamber and with premature failure of critical parts. Refer to
Section XIV.I.2.a., "Uninsured Plant and Equipment Failures" for further
information about the risks related to equipment failures.
The turbines were initially commissioned on diesel fuel prior
to the completion of the two gas pipelines that transport natural gas to EPE. In
connection with the changeover of the power plant to natural gas, one of EPE's
two combustion turbines suffered a catastrophic failure and had to be repaired
at a cost of approximately $22 million. EPE's insurers have resisted payment of
EPE's claim for this loss. EPE does not have a long-term contract for major
maintenance and periodic overhauls of its combustion and steam turbine
generators; instead, the Cuiaba Project currently contracts for major
maintenance services on a per-overhaul basis. EPE is negotiating a long-term
major maintenance service agreement with Siemens, but if an agreement is not
reached, EPE may not be able to obtain major maintenance services at the
necessary times or for appropriate prices, and in either case the Cuiaba
Project's profitability may be negatively impacted.
The catastrophic failure of EPE's Siemens turbine in August
2001 has impacted EPE's ability to secure adequate, affordable insurance
coverage. EPE's insurance premiums have increased significantly since mid-2001,
and the deductible amount under EPE's policies for property damage has increased
significantly.
GasMat's and GasBol's pipelines each run through
environmentally sensitive parts of Brazil and Bolivia. Several environmental
groups and non-governmental organizations carefully watch the Cuiaba Project's
pipeline operations, and have in the past alleged violations of environmental,
health and safety laws and policies, and GasMat and GasBol must respond to these
allegations. In addition, affiliates of ENE and Shell have agreed to contribute
up to $20 million over a 15-year period to the Chiquitano Forest Conservation
Project in Bolivia. Pursuant to the terms of the Shell Settlement, TBS will
provide the funds to pay the Chiquitano Project obligations of both the ENE and
Shell affiliates.
(E) FURNAS PPA. EPE relies on a single
customer, Furnas, to purchase all of the capacity and associated energy of the
power plant. The PPA between Furnas and EPE has a 21-year term ending in 2019
and provides the sole source of revenues for the Cuiaba Project. The obligations
of Furnas under the PPA are guaranteed by Eletrobras, the Brazilian state-owned
electric company. If Furnas fails to fulfill its contractual obligations, the
Cuiaba Project's financial results will be materially adversely affected, as the
Cuiaba Project would likely be unable to find another customer for EPE with
similar pricing. Refer to Section XIV.I.2.c., "Concentration of Customers and
Suppliers" for further information about the risks of relying on a limited
number of customers.
Pursuant to the PPA, EPE has committed to sell its entire
capacity and associated energy to Furnas in exchange for a monthly payment in
reais from Furnas based on the guaranteed available capacity and the delivered
energy. If Furnas requests that EPE be
494
dispatched above the guaranteed capacity, Furnas must pay an increased capacity
component. The PPA provides for three tariff adjustment mechanisms: (1) an
annual adjustment to the tariff for Brazilian inflation, (2) an adjustment for
the gas-related components of the tariff if there is a cumulative devaluation or
appreciation of the Brazilian real against the U.S. dollar of 5% or more, and
(3) an adjustment to the tariffs based on an economic-financial disequilibrium
of the PPA. In accordance with the tariff adjustment provisions, EPE has made
five requests to Furnas since May 2001 to adjust the power sales price for
economic-financial disequilibrium, but Furnas has failed to respond to EPE's
requests. Additionally, EPE and Furnas have not agreed on the basis for the
inflation adjustment to the tariff. However, the gas-related component of the
tariff adjustment is working according to the terms of the PPA. If Furnas
continues to refuse to fully adjust the price of capacity and power sales under
the PPA, EPE may have to pursue arbitration proceedings to enforce its
contractual rights.
Rationing and conservation programs in Brazil during 2001 and
2002 resulted in significant reductions in electricity demand. High rainfall
levels during the 2002 rainy season led to the end of mandatory rationing in
February 2002, and there is still a current surplus of electric capacity in
Brazil. Because the PPA has a significant U.S. dollar basis and is designed to
allow a return on a U.S. dollar investment, the substantial devaluation of the
Brazilian real against the U.S. dollar in 1999 and 2002 increased the cost of
the Cuiaba Project's electric power to Furnas relative to Furnas's other
contracts or sources that are not U.S. dollar-based. Furnas must generally pay
capacity payments under the PPA whether or not the power plant is dispatched.
These capacity payments comprise approximately 96% of the revenues under the
PPA. The combination of these factors may create an incentive for Furnas to seek
to renegotiate or otherwise not perform its payment obligations under the
agreement. In a speech in March 2003, the president of Eletrobras criticized the
role of free markets in the Brazilian power sector and stated that most power
contracts would remain unchanged, except for extreme cases in which Eletrobras
will pursue renegotiations. If EPE were forced to renegotiate a new contract to
sell its power in the current market, the sales price would likely be
significantly lower than the current contractual price. Refer to Section
XIV.I.1.c., "Political Instability, Civil Unrest, and Regime Change" for further
information.
Furnas has the contractual right to terminate the PPA for
various reasons, including default, bankruptcy of EPE, dissolution of Furnas, or
a force majeure event that lasts for more than 12 consecutive months. Upon a
termination of the agreement, Furnas has certain rights and obligations to
purchase EPE and the associated electric transmission systems up to the delivery
points. At the end of the term of the PPA, Furnas has the right to purchase the
EPE facilities at a nominal purchase price calculated based on the tariff in
effect during the final year of the PPA term. The parties may adjust the
purchase price for additional capital improvements to the plant and related
depreciation. If Furnas terminates the PPA due to a default by EPE, Furnas has
the right to purchase the EPE facilities for an amount equal to the lesser of
(i) a price based on 80% of the present value of the guaranteed capacity
payments remaining in the term of the agreement and (ii) the determined market
value of the EPE facilities. If EPE terminates the PPA due to a default by
Furnas or Eletrobras, EPE has the right to require Furnas to purchase the EPE
facilities for an amount equal to the greater of (i) a price based on 100% of
the present value of the guaranteed capacity payments remaining in the term of
the agreement and (ii) the determined market value of the EPE facilities.
495
(ii) TRAKYA ELEKTRIK URETIM VE TICARET ANONIM
SIRKETI (TRAKYA). ENE, together with Whitewing LP, owns an indirect 50% equity
interest in Trakya. Trakya owns and operates a combined cycle gas turbine power
plant with a nominal capacity of 478 MW located on the northern coast of the Sea
of Marmara near Istanbul, Turkey. The other equity participants in the project
are Midlands with a 31% interest, Wing International, Ltd. with a 9% interest,
and Gama with an aggregate 10% interest. Trakya sells all of the plant's
capacity and energy to the state-owned TETAS under an Energy Sales Agreement.
The plant consists of two combustion turbine generators
designed to run on natural gas or distillate fuel oil, two heat recovery system
generators, and one steam turbine generator. The plant commenced commercial
operations in June 1999. During 2002, the plant suffered a three-month outage to
allow for repairs to the steam turbine rotor, which had been damaged due to
excessive vibration. Refer to Section XIV.I.2.a., "Uninsured Plant and Equipment
Failures" for further information about the risks related to equipment failures.
The plant was built and is owned and operated pursuant to an
Implementation Contract between Trakya and the Ministry of Energy. The
Implementation Contract has an initial term ending in June 2019, which may be
extended if certain conditions are satisfied. There is no guarantee that the
conditions for extension will be satisfied or that the contract will be
extended. Upon expiration of the Implementation Contract, the plant will be
transferred to the Turkish Ministry of Energy free of charge.
Turkey adopted the 2001 Electricity Market Law, which was
intended to introduce a free market for the generation, transmission, trading,
and distribution of electricity in Turkey. The law also created an independent
regulatory body, the Energy Market Regulation Agency, to oversee the energy and
natural gas markets in Turkey. In August 2002, the Energy Market Regulation
Agency issued a regulation that requires private power generators, including
Trakya, to apply for a generation license by June 2003 and to pay an annual
license fee. Trakya has applied for this license, but there is no assurance that
the license applied for will be granted. While the new regulation does not
specifically reject or amend existing private power generation contracts,
including the Implementation Contract and the Energy Sales Agreement, it also
does not explicitly grant an exemption to existing operators or provide that
existing contractual rights prevail in the event of any conflict. Refer to
Section XIV.I.1.b., "Regulatory Intervention and Political Pressure" for general
information about the risks related to regulatory intervention. Trakya sought to
have the Turkish administration court set aside the regulation on the basis that
it does not protect the vested rights of Trakya by filing a lawsuit and a
request for injunctive relief. Trakya's request for injunctive relief has been
denied, along with its appeal of the denial. The case on the merits of the
lawsuit is still pending.
The Energy Market Regulation Agency has also expressed its
desire to renegotiate the terms of existing agreements with the
build-operate-transfer (for this section only "BOT") electric plants in Turkey,
including Trakya. In addition, conflicting Turkish newspaper reports in 2003
have indicated that the Turkish government is considering alternatives to deal
with Trakya and the other BOT plants, including renegotiation of contracts,
early buyouts or other actions. According to these reports, the government is
contemplating these actions out of the belief that the BOT plants sell power at
rates that are unacceptably high. To date, Trakya has
496
not received any notification of any such action from the Energy Market
Regulation Agency or other instrumentality of the Turkish government.
In October 2003, Trakya received an audit report from the
regional Turkish tax office claiming approximately US$138 million due from
Trakya in unpaid taxes, penalties and penalty interest. Among other findings,
the audit report claimed that certain development costs, fees, bonuses and
subordinated debt payments improperly applied an investment allowance granted to
the project and that Trakya improperly revalued its depreciable fixed assets.
Trakya has consulted with its accountants who have advised that the tax audit
report contains a number of quantitative mistakes and misapplies in certain
instances the relevant tax legislation. Trakya is in the process of challenging
the findings of this audit and the claims of underpayment. While it cannot
predict the ultimate outcome, Trakya believes that it has good defenses to such
claims and intends to pursue them.
(A) SHAREHOLDER ARRANGEMENTS. Trakya's
board of directors consists of seven interested members, of which the ENE
shareholder appoints three and the other shareholders appoint four. In addition,
two independent members are selected by all of the shareholders. Transfers of
shares of Trakya are subject to shareholder approval under Trakya's articles of
association and shareholder agreement. Further, ENE, Midlands Electricity Plc,
The Wing Group, Ltd., and Gama have entered into a Sponsors' Agreement that
includes minimum ownership requirements applicable to ENE, Midlands Electricity
Plc, and The Wing Group, Ltd. Profits available for distribution to shareholders
must first be used to pay corporate taxes and to meet Trakya's obligations and
the minimum applicable reserve requirements under Turkish law and the Trakya
senior loan agreements.
(B) CUSTOMER. All of the capacity and
energy produced by the plant is sold to TETAS under the Energy Sales Agreement
that is governed by Turkish law. TETAS's payment obligations under the agreement
are guaranteed by the Republic of Turkey. Refer to Section XIV.I.2.c.,
"Concentration of Customers and Suppliers" for further information about the
risks related to reliance on a limited number of customers.
The Energy Sales Agreement provides for a tariff primarily
expressed and paid in U.S. dollars based on a take-or-pay structure with fixed
and variable capacity and energy components. The tariff was originally intended
to allow for the recovery of fixed capital costs, servicing of debt, payment of
operation and maintenance costs, a pass-through of fuel costs, and a return on
investment. The Energy Sales Agreement has an initial 20-year term, expiring in
June 2019, which may be extended on the same terms as the Implementation
Contract. As with the Implementation Contract, there is no guarantee that the
conditions for extension will be satisfied or that the agreement will be
extended.
In 2000 and 2001, Trakya did not receive timely payments under
the Energy Sales Agreement and faced a dispute over what exchange rate to apply
to overdue payments. Trakya's position prevailed, and TETAS has paid all
disputed amounts with the exception of certain delay interest that is still
outstanding. No assurance can be given, however, that future payment problems
and related disputes, which could be triggered or exacerbated by further
devaluation of the Turkish lira, will not adversely affect Trakya's results of
operations. Refer to
497
Section XIV.I.1.d., "Devaluations of Foreign Currencies" for further information
about the risks related to currency devaluations.
(C) SUPPLIER. Natural gas is the
plant's primary fuel source and is provided by BOTAS under a take-or-pay Gas
Sales Agreement governed by Turkish law with an initial term ending in October
2014. The take-or-pay obligation under the Gas Sales Agreement is based on an
approximate level of gas consumption that would be required for Trakya to meet
most of its annual net generation requirements under the Energy Sales Agreement.
The natural gas purchased under the agreement is priced according to a U.S.
dollar-based formula, but payments are made in Turkish lira. BOTAS's payment
obligations under the agreement are guaranteed by the Republic of Turkey. Refer
to Section XIV.I.2.c., "Concentration of Customers and Suppliers" for further
information about the risks related to reliance on a limited number of
suppliers.
(D) ASSOCIATED DEBT. The total cost of
the plant was approximately $556.5 million and was funded with $417.3 million in
senior secured loans set to mature in September 2008, $23.8 million in
subordinated shareholder loans set to mature in September 2005, and $115.4
million in equity.
The senior secured loans consist of (1) a $225.1 million loan
from Eximbank at a fixed interest rate of 7.95%, (2) an $84.0 million loan from
OPIC at a fixed interest rate of 9.803% and (3) a $108.2 million loan from BLB
with a floating interest rate that was fixed at 7.8963% by a swap agreement. As
of June 30, 2003, the outstanding balances on the Eximbank, OPIC, and BLB loans
were approximately $137.5 million, $51.3 million, and $66.2 million,
respectively.
The senior debt is secured by Trakya's assets and shares and
requires Trakya to establish debt service and other cash reserves currently
totaling nearly $100 million. The senior loan agreements also place restrictions
on shareholder distributions, payments on subordinated indebtedness, and
transfers of shares in Trakya.
Approximately $17.8 million in subordinated shareholder loans
remained outstanding as of June 30, 2003. The subordinated loans accrue interest
at the rate of 13% per year.
(E) O&M AGREEMENT. O&M services for the
plant are provided under a long-term O&M Agreement by an operator consortium
composed of two ENE affiliates. Trakya pays an annual fee equal to $500,000 in
1998 dollars indexed to the U.S. Consumer Price Index. The obligations of the
consortium are guaranteed by ACFI up to a cap of $1.25 million in 1998 dollars
indexed to the U.S. Consumer Price Index and further supported by a letter of
credit in the amount of the guarantee cap. The bankruptcy of ACFI has resulted
in a default under the senior debt and could result in the termination of the
O&M Agreement absent a waiver by Trakya and the lenders. It is contemplated
that, subject to receiving the requisite consents and a waiver of the default
caused by the ACFI bankruptcy, the operator consortium will be transferred to
Prisma, and Prisma will provide replacement credit support for the operator
consortium's obligations.
498
(iii) PUERTO QUETZAL POWER LLC (PQP). ENE owns an
indirect 37.5% equity interest in PQP, a Delaware limited liability company that
owns 234 MW of effective generation capacity in two facilities located on the
Pacific Coast at Puerto Quetzal, Guatemala, 75 kilometers south of Guatemala
City. The combined 234 MW output provided about 16% of Guatemala's installed
electric capacity in 2002. The other equity participants in the project are
Centrans Energy Services, Inc. with a 37.5% interest, and CDC Holdings
(Barbados) Ltd. with a 25% interest. Under PQP's operating agreement, most
decisions of the members are made by majority vote, while certain extraordinary
decisions require unanimous consent. Deadlocks may be resolved by a buy/sell
process, and certain transfers of interests trigger a right of first refusal.
PQP owns 100% of Poliwatt, its power marketing arm, and Pacific Energy Financing
Ltd.
The PQP facilities are sited, and obtain certain services,
pursuant to a Contract for Harbor Services and Leasing of Areas with Empresa
Portuaria Quetzal. Enron Servicios Guatemala Ltda., a Guatemala-based company,
operates and maintains the PQP facilities pursuant to two O&M agreements and
provides marketing support to PQP and to Poliwatt pursuant to two administrative
and commercial support agreements. Enron Servicios Guatemala Ltda. is a wholly
owned affiliate of ENE, and ENE expects to transfer it to Prisma. Glencore AG
provides fuel for the facilities pursuant to a fuel supply agreement expiring in
February 2013.
(A) PLANT AND EQUIPMENT. PQP's first
plant, commissioned in February 1993, consists of 20 Wartsila 18V32D heavy fuel
oil-fired generator sets with an effective capacity of 110 MW mounted on two
barges (Enron I and Enron II), and related onshore facilities. The second plant,
located next to the first and commissioned in July 2000, consists of 7 heavy
fuel oil-fired MAN B&W 18V48/60 generator sets with an effective capacity of 124
MW mounted on one barge (Esperanza), and related onshore facilities. A generator
in the first plant experienced an electrical failure in December 2002 and was
replaced. A second generator experienced a similar failure in July 2003 and is
expected to be replaced by September 2003. PQP's eight other generators made by
the same manufacturer are undergoing inspection and will likely require repairs.
The second plant, which represents a new MAN design, has experienced engine
problems for which solutions have been implemented. However, the long-term
effectiveness of these solutions cannot be guaranteed.
(B) MARKET AND PPA. PQP has been
supplying power since 1993 to EEGSA under a PPA for 110 MW of capacity and a 50%
take-or-pay energy obligation. The 20-year term of the PPA ends in February
2013. The original PPA was physical and required that the capacity and energy be
delivered from PQP's installations (Enron I and Enron II). In September 2001,
the parties modified the agreement by converting it to a financial instrument
through which PQP complies with its supply obligations from its installations,
contracts with third parties, or the spot market. As of December 2002, the PPA
accounted for approximately 51% of PQP's revenues. EEGSA has complied with its
payment obligations under the agreement. However, PQP understands that EEGSA has
been experiencing liquidity problems and has been unable to pay certain
suppliers in a timely fashion. The failure of EEGSA to make full and timely
payments to PQP would adversely impact PQP cash flow and could result in PQP
defaults on its contractual payment obligations to third parties and under its
loan agreements.
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PQP has also been supplying power in the Guatemala and El
Salvador markets, under short- and medium-term sales agreements (which generate
31% of PQP's revenue) and spot market sales (which generate 18% of PQP's
revenue), made directly or through Poliwatt. Poliwatt's market also includes
wholesale customers such as local distribution companies, marketers, and
generators, and large end-users that do not use an intermediary to buy their
energy. Poliwatt does not operate as a separate profit center, but passes
through to PQP all revenues received from its power marketing activities, net of
costs.
A portion of PQP's output is exposed to merchant market risk.
In the absence of contracted sales, in a market in which margins on spot power
sales may be volatile as driven not only by basic supply and demand, but also by
fuel prices and hydrological conditions, PQP may not be able to sell its
merchant power output at prices that provide sufficient revenues to generate any
profit margin.
(C) ASSOCIATED DEBT. In December 2000,
PQP closed a $123 million senior secured debt refinancing with OPIC and MARAD,
which provided funding for the Esperanza plant and paid off the outstanding
amount of the initial International Finance Corporation funding for the Enron I
and II plants. The term of the debt is 12 years and the principal amortizes in
23 equal installments commencing in June 2001. The debt is secured by all PQP
project assets and revenues, by a pledge of all of the member interests in PQP,
by cash collateral in several reserve accounts, and by various ENE and Poliwatt
guarantees. ENE's support includes capped guarantees of principal and interest
payment shortfalls. The principal component of this support was structured to
cover the period between the expiration of the original EEGSA PPA and the OPIC
and MARAD loan maturities.
ENE's bankruptcy caused a default under the loan documents.
Pending the conclusion of negotiations among the lenders, PQP and the sponsors
regarding the provision of substitute security to replace the ENE support, the
lenders have exercised their rights to trap distributions from PQP and have
withheld certain payments from PQP to member affiliates. Although the lenders
have not expressed a desire to exercise remedies, they have the right to
accelerate payment of the outstanding debt and foreclose on the PQP assets,
including applying reserves and trapped cash to the paydown of outstanding
loans. In addition, due largely to changes in the insurance market, PQP has been
unable to procure on commercially reasonable terms the insurance coverages
required by the senior lenders. If OPIC or MARAD refuses to grant a waiver of
PQP's failure to obtain such coverages, either lender may assert a default under
the loan agreements. OPIC has already requested that PQP fund a $1.5 million
insurance reserve out of project cash flow to cover exposure to increased
deductibles. There can be no assurances that PQP will be able to cure these
defaults.
(D) REGULATORY ENVIRONMENT. In
Guatemala and El Salvador, generators sell electricity through (1) contracts
with distributors, large consumers, generators and marketers or (2) the spot
market (domestic or regional). In both countries, in order to participate in the
spot market, the participants have to submit sufficient guarantees to cover
their performance and payment obligations; however, the market is open to
competition. The spot market in Guatemala will dispatch the generation company
with the most efficient costs of operation based on weekly-declared costs. The
spot market in El Salvador bases its dispatch order on the generators'
daily-price bids. Neither Guatemala nor El Salvador has a spot market
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for capacity, in the sense that generators do not receive a capacity payment
from the wholesale market. However, because the Salvadorian spot market is based
on price declarations, the capacity payment is included implicitly in the price.
In Guatemala, distribution companies are required to contract 100% of their
demand and will recover generation costs based on the average of the previous
quarter purchasing prices. In El Salvador, distribution companies are not
required to contract their demand and are entitled to recover generation costs
equivalent to the spot market price.
Due to the merit order dispatch method employed in the
Guatemala and El Salvador power markets, the introduction of newer or more cost
efficient power plants (including those which can operate on lower cost fuels)
could reduce power sales opportunities and margins for PQP. At least one
competitor is investigating utilizing a lower cost fuel, the feasibility of
which remains to be proven, at a 100MW+ power generation facility located in the
region.
Deterioration in Guatemala's political and general business
environment in 2002 has increased political instability and financial burdens
for the government, which may seek to lower electricity costs by renegotiating
private sector PPAs. However, any government-imposed or mandated modification to
the PPA would constitute a drastic change in the legal framework governing the
electricity sector and therefore would be subject to political and
constitutional challenges.
Initiatives have been undertaken to expand the membership of
the market regulator (Comision Nacional de Energia Eletrica), which could result
in the increased politicization of that important regulatory body.
(E) U.S. SENATE COMMITTEE ON FINANCE.
On February 15, 2002, the Senate Finance Committee announced that it would
conduct an investigation of ENE's tax and compensation matters. As part of that
inquiry, it re-opened an investigation of substantially the same tax
transactions involving PQP that the United States Tax Court dismissed, and the
DOJ and the SEC previously reviewed in 1997-1999. Although those agencies
brought no charges and assessed no penalties against ENE or PQP, the Committee
referred its report to the DOJ in March 2003. No charges or penalties have
resulted from the referral.
In August 2003, following publication of the Senate Finance
Committee's report, the Guatemalan Congress issued a recommendation that called
upon EEGSA, the counterparty to PQP's PPA, to cancel its contracts with PQP. The
recommendation also requested the executive branch to consider whether the PPA,
or its execution or amendment with EEGSA, may have been harmful to state
interests.
The ultimate impact of the recommendation is unclear; however,
local counsel advises that the recommendation is not legally binding and does
not obligate any party to take any action. Counsel further advises that
applicable law may not permit EEGSA to invalidate or rescind the PPA, or permit
the executive branch to conclude that the PPA is harmful to state interests. PQP
is considering its legal options to ensure that the PPA remains valid and
enforceable.
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(F) TAX MATTERS. The fuels utilized by
PQP for power generation are exempt from distribution and import taxes. From
time to time, the government has initiated efforts to repeal these exemptions,
in particular the distribution tax. Losing the distribution tax exemption would
result in a significant increase in annual bunker fuel costs. Although PQP may
recover a portion of these cost increases from EEGSA or pursuant to the spot
market rules, there is no guarantee that PQP would be able to do so. The
remainder of the cost increases would have to be passed on to other PQP
customers.
(iv) BAHIA LAS MINAS CORP. (BLM). ENE (through
EIPSA and EC III) owns approximately an indirect 51% equity interest in BLM. BLM
owns and operates a power generation complex with an aggregate installed
capacity of 280 MW. The power generation complex is located on the Caribbean
coast, in Cativa, Province of Colon, Panama. The Government of Panama owns
approximately a 48.5% interest in BLM and former and present employees hold the
remaining interests as common stock or preferred stock.
The first plant, commissioned in phases between 1967 and 1973,
consists of a power block comprised of three heavy fuel oil-fired boilers that
power three steam turbine generators with a total installed capacity of 120 MW
and related facilities. The second plant, commissioned in two phases in 1988 and
2000, consists of a combined-cycle power block comprised of three marine diesel
fuel oil-fired combustion turbine generator sets and one steam turbine generator
set, with a combined installed capacity of 160 MW. In 2002, BLM provided
approximately 20% of the electricity generation (and approximately 58% of all
thermally generated energy) in Panama. BLM operates the plants under a 40-year
generation license granted on December 14, 1998.
BLM has been supplying power since October 1998 to two
distribution companies in Panama under PPAs for 83 MW and 135 MW, respectively,
of capacity and associated energy. As of December 2002, existing PPAs under
contract collectively accounted for approximately 95% of BLM's revenue. The
83-MW agreement terminates in December 2003 and the 135-MW agreement terminates
in December 2004. In 2002, BLM was awarded a new 80-MW PPA with a four-year term
commencing in January 2005. BLM has also been supplying power in the spot market
which, as of December 2002, represented approximately 2% of BLM's revenue. Bids
for new contracts will take place in November 2003. The pricing and terms and
conditions under the two original contracts, which will expire in 2003 and 2004,
are more favorable to BLM than those being currently offered by the distribution
companies. If BLM is not able to enter into replacement contracts, it would sell
most of its energy in the spot market, and because BLM may not always be the
lowest-marginal cost thermal producer, it may not have sufficient margin to meet
its financial and operational obligations.
The BLM facilities are located on land owned by BLM near the
city of Colon on the Caribbean side of Panama. BLM also owns 7.6 acres of
commercial land in Panama City, which is currently for sale. EPMS provides
administration and management oversight services to BLM under a contract that
expires in 2019. Fuel requirements are fulfilled through spot market purchases.
Market risk exposure to fuel price risks is partially mitigated through fuel
escalation clauses in the PPAs.
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As of June 30, 2003, BLM had approximately $53.9 million in
long-term third-party debt outstanding, all of which is unsecured, with
approximately $12.8 million due at maturity or upon scheduled amortization
within the following 12 months. Maturity of its long-term loans will occur in
2006 and 2007. BLM might be required to pay penalties to the Government of
Panama if it fails to repay or refinance certain of its long-term debt
obligations by January 2004. BLM has twice obtained one-year extensions of this
obligation and will try to secure another extension. Pursuant to its revolving
credit facility, BLM may not declare or distribute any dividends except under
limited circumstances until the facility is repaid. Further, BLM is required to
reduce the revolving line of credit from $13.5 million to $12.0 million on
December 15, 2003 and is currently negotiating with the lender to restructure
this reduction.
BLM's revenues in the years 1999 through 2001 and then again
in 2003 decreased significantly as a result of certain regulatory decisions.
Refer to Section X.C.6., "BLM" for further information. BLM has challenged the
fairness of these decisions and claimed that it is owed additional revenues in
excess of $10 million. The outcome of these claims is uncertain. If BLM fails to
recover the lost revenues resulting from the regulatory decisions or fails to
win an increase in contract revenues, then BLM may not have sufficient cash to
make future payments due under its loan agreements. In addition, BLM will be
required to post bonds when it bids for new power sales agreements. BLM is
presently working with local surety providers and certain lenders participating
in the existing revolver facility to arrange for bonds and/or lines of credit
necessary to meet any bonding requirements for new PPAs. Part of such
arrangement may include the pledging of the BLM land listed for sale as security
for the letter of credit or bond issuer.
(v) SUBIC POWER CORP. (SPC). ENE owns an
indirect 50% interest in SPC. Various entities of the Yuchengco Group of
Companies, a diversified business group headquartered in the Philippines, own in
the aggregate the remaining 50% of the interests in SPC. SPC owns and operates
the Subic Project, a 116 MW diesel power generating facility located at the
Subic Bay Freeport Zone, Olongapo City, on Luzon Islands, the Philippines.
The Subic Project commenced commercial operations in February
1994. SPC operates and sells the capacity and energy from the Subic Project
under a Build-Operate-Transfer Agreement with the National Power Corporation of
the Philippines. The operating parameters under the agreement call for the Subic
Project to be utilized as a baseload plant. Under the terms of the
Build-Operate-Transfer Agreement, the National Power Corporation supplies at its
cost all fuel required for the generation of electricity by the Subic Project
and assumes the risk associated with fuel pricing and delivery. The Republic of
the Philippines has provided a Performance Undertaking to SPC affirming and
guaranteeing the National Power Corporation's obligations under the agreement.
Upon expiration of the 15-year term of the
Build-Operate-Transfer Agreement in February 2009, the Subic Project is to be
turned over to the National Power Corporation free of charge. If certain events
occur before the scheduled transfer date, the National Power Corporation will be
required to buy out the Subic Project at a price set forth in the agreement.
Substantially all of SPC's revenue is derived from selling the
entire capacity and generated electricity output of the Subic Project to the
National Power Corporation. The tariff
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under the Build-Operate-Transfer Agreement is computed from a formula that
contains capacity, fixed O&M and energy components. The tariff is intended to
allow for the recovery of fixed capital costs and O&M costs, and a profit
margin. The tariff also contains bonus and penalty provisions relating to the
Subic Project's heat rate.
The site for the Subic Project is owned by the Subic Bay
Metropolitan Authority, which leases it to the National Power Corporation. The
National Power Corporation subleases the site to SPC for a term that coincides
with the Build-Operate-Transfer Agreement. The Subic Project is operated and
maintained by SPC personnel with technical supervision services provided by
Enron Subic Power Corp. and advisory services provided by Enron Power
Philippines Operating Corp., both of which are expected to be transferred to
Prisma.
The total cost of developing and constructing the Subic
Project was approximately $132 million, not including capitalized financing
costs. The corporate shareholders of SPC made shareholder advances and equity
contributions in proportion to their shareholding in a total amount equal to
approximately $27 million. SPC issued Senior Secured Notes in an amount equal to
$105 million to finance the remainder of the cost of the Subic Project. The
notes are non-recourse to the shareholders, bear interest at 9 1/2% per annum
and are payable in semi-annual installments of principal and interest through
December 2008. The outstanding balance of the notes as of June 30, 2003 was
approximately $39.8 million. The noteholders have the right to sell their notes
to SPC if ENE ceases to beneficially own at least 25% of the voting stock of SPC
or if anyone other than ENE or an affiliate of ENE becomes responsible for the
obligations of the operators under their respective operations and maintenance
agreements. As of June 30, 2003, SPC also owed approximately $3.5 million to
Enron Power Operating Company under an unsecured subordinated note for a
performance bonus owed to Enron Power Operating Company for construction of the
Subic Project.
The Philippine Bureau of Internal Revenue made income tax
assessments on SPC for the years 1994, 1996, and 1997, which SPC has contested
in the Philippine court of tax appeals. The amounts of these assessments were
approximately PhP 70 million (for 1994), PhP 40 million (for 1996) and PhP 10
million (for 1997). In May 2003, the court of tax appeals ruled in favor of the
Philippine Bureau of Internal Revenue with respect to the 1994 assessment and
found SPC liable for approximately PhP 120 million (approximately $2.25 million)
in unpaid taxes plus delinquency interest. SPC has filed a motion for
reconsideration of the ruling, but there is no assurance that SPC will prevail
in such motion or on the 1996 and 1997 assessments, or that the Philippine
Bureau of Internal Revenue will not make additional income tax assessments for
other years. SPC intends to seek a compromise settlement with the Philippine
Bureau of Internal Revenue with respect to these three tax cases.
(vi) OTHER POWER GENERATION BUSINESSES. ENE's
remaining power generation businesses are:
ENS, which owns a gas-fired cogeneration plant located in
Poland with 116 MW of electric capacity and 70 MW of thermal capacity, and sells
power to Polskie Sieci Electroenergetczne, the state-owned grid company, and
steam primarily to Zaklady Chemiczne Organika - Sarzyna, a neighboring chemicals
production facility;
504
SECLP, which owns a 184 MW fuel oil-fired, barge-mounted power
plant located in the Dominican Republic and sells power to Corporacion
Dominicana de Electricidad;
EEC, which owns a 70.5 MW fuel oil-fired power generation
facility located in Nicaragua and sells power to Disnorte and Dissur,
distribution companies owned by the Spanish group Union Fenosa;
GMSA, which owns a 70 MW gas and diesel-fired combined cycle
power plant located in Argentina and sells power in the spot market and under
PPAs with Arcor and CEMSA; and
MEC, which owns an 88 MW slow-speed diesel-fired power
generating facility located in Guam and sells power to the Guam Power Authority.
The table below summarizes the outstanding indebtedness of
ENS, SECLP, EEC, and MEC. Each of the loans, other than ENS's subordinated
loans, are secured by the assets of the respective company.
ORIGINAL PRINCIPAL OUTSTANDING BALANCE MATURITY
BUSINESS DEBT FACILITY AMOUNT ($) AS OF JUNE 30, 2003 ($) DATE(S)
ENS Senior secured term loans 118.5 million 106.2 million 2015
split into 2 tranches
Subordinated term loans 12.75 million 5.5 million Open
SECLP Term loans split into 10 153.25 million 61.1 million Between 2004
tranches and 2008
EEC Title XI bonds 50 million 37.5 million 2010
MEC Term loans split into 2 135.4 million 126.7 million 2014 and 2017
tranches
ENS is in technical default under its senior secured debt
facility due to a delay in reaching final plant completion until May 2003. ENS
is seeking a waiver of this default. SECLP has received a notice of default
under its debt facility because it has historically been unable to service its
debt on a timely basis due to operating and design problems and substantial
payment delinquencies by the off-taker under the PPA. SECLP's problems with its
off-taker appear to be symptomatic of larger liquidity issues facing the
off-taker, and the problems have forced the SECLP facility to cease operations
on a number of occasions since 1999. EEC and MEC have received notices of
default under their respective debt facilities because of ENE's bankruptcy.
Defaults under each of these debt facilities give the project lenders the right
to prohibit dividend payments, accelerate payment of the outstanding debt, and
foreclose on the project assets.
The termination dates for the principal PPAs executed by ENS,
SECLP, EEC, and MEC range from 2014 to 2020. The ENS PPA is at risk for an early
termination, however, because the Polish government has proposed a restructuring
of the electricity sector to facilitate competition, which may lead to the
termination of all long-term PPAs between generators and Polskie Sieci
Electroenergetczne.
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The prices for electricity or steam sold under the principal
off-take agreements executed by ENS, SECLP, EEC, and MEC are contractually
established in the agreements. However, the Polish regulator imposed specified
prices for electricity sold by ENS from June 2000 until July 2001 and continues
to regulate prices for steam sold and fuel purchased by ENS. Furthermore, not
all off-takers consistently meet their payment obligations. As discussed above,
SECLP's off-taker has been delinquent in making payments under its PPA. In
addition, two local utilities that have entered into a PPA with EEC and from
which EEC derives approximately 86% of its revenues have recently failed to make
payments to EEC and other suppliers in a timely manner.
GMSA was financed entirely with equity capital contributed by
ENE. Approximately 44% of GMSA's revenue is derived from sales of capacity and
spot electricity in the wholesale electricity market, while approximately 42% of
its revenue is derived from a PPA with CEMSA set to expire in July 2005 and
approximately 14% of its revenue is derived from six PPAs with Arcor set to
expire in July 2004. GMSA obtains its fuel requirements under a gas supply
agreement set to expire in December 2004.
MEC's generation facility was developed on a build, own,
operate and transfer basis under a 20-year Energy Conversion Agreement that
expires in January 2019, at which time MEC must transfer its facility to the
Guam Power Authority free of charge.
B. PROJECTIONS AND VALUATION
1. PROJECTIONS
In conjunction with formulating the Plan, as set forth on
Appendix K: "Prisma Financial Projections - 2004-2006", financial projections
have been prepared for Prisma for the three years ending December 31, 2006. The
projections are based on a number of assumptions made with respect to the future
operations and performance of Prisma and should be reviewed in conjunction with
a review of the principal assumptions set forth on Appendix K: "Prisma Financial
Projections - 2004-2006". While the projections were prepared in good faith and
the Debtors believe the assumptions, when considered on an overall basis, to be
reasonable in light of the current circumstances, it is important to note that
the Debtors can provide no assurance that such assumptions will be realized and
Creditors must make their own determinations as to the reasonableness of such
assumptions and the reliability of the projections. Refer to Section XIV., "Risk
Factors and Other Factors to be Considered" for a discussion of numerous risk
factors that could affect Prisma's financial results.
2. VALUATION
Also in conjunction with formulating the Plan, the Debtors
determined that it was necessary to estimate the post-confirmation equity value
of Prisma. Accordingly, Blackstone and the Debtors formulated such a valuation,
which is utilized in the Blackstone Model. Such valuation is based, in part, on
the financial projections prepared by Prisma management and included in Appendix
K: "Prisma Financial Projections - 2004-2006". This valuation analysis was used,
in part, for the purpose of determining the value of Prisma to be distributed to
Creditors pursuant to the Plan and to analyze the relative recoveries to
creditors under the Plan.
506
It is important to note that the valuation assumes that all assets contemplated
for transfer to Prisma are in fact transferred. If for any reason one or more
assets are not transferred to Prisma, or one or more additional assets are
transferred to Prisma, then the value could fluctuate and such fluctuations
could be material.
a. ESTIMATED VALUE. Based upon the methodology described
below, the Blackstone Model utilizes an estimated equity value of $815 million,
as the mid-point within a valuation range of $713 million to $918 million for
Prisma at December 31, 2003. Therefore, assuming 40 million shares of new Prisma
Common Stock will be issued and distributed to or on behalf of Creditors
pursuant to the Plan, the value of such stock is estimated to range from $17.83
to $22.95 per share; provided, however, that such estimate does not reflect any
dilution resulting from any long-term equity incentive compensation plan(s) as
may be adopted by Prisma. However, it is anticipated that the impact of any such
plan(s) to be adopted by PGE, CrossCountry and Prisma will, in the aggregate,
represent less than 1% of the overall value to be distributed under the Plan. In
addition, the valuation of Prisma does not include the anticipated costs
associated with the voluntary termination of the ENE Cash Balance Plan. The
estimated value is based upon a variety of assumptions, as referenced below
under "Variances and Risks," deemed appropriate under the circumstances. The
estimated value per share of the Prisma Common Stock may not be indicative of
the price at which the Prisma Common Stock will trade when and if a market for
the Prisma Common Stock develops, which price could be lower or higher than the
estimated value of the Prisma Common Stock. Moreover, management of Prisma
believes that there could be a material increase in value if (i) the markets
view Prisma as a publicly-traded enterprise comprised of a portfolio of
international assets with favorable access to the debt and equity capital
markets, rather than, due to the limited availability of comparable companies
and transactions, as a collection of discretely valued assets, and (ii) the
market environment for international assets recovers. There can be no assurance
that the Prisma Common Stock will subsequently be purchased or sold at prices
comparable to the estimated values set forth above or that the value of Prisma
Common Stock will increase. Refer to Section XIV., "Risk Factors and Other
Factors to be Considered" for a discussion of numerous risk factors that could
affect Prisma's financial results.
b. METHODOLOGY. A modified discounted cash flow analysis
("Modified DCF") was the primary method used to derive the reorganization value
of Prisma based on the financial projections prepared by the Debtors' and
Prisma's management. Prisma's management and Blackstone reviewed and evaluated
data for possible use in connection with several alternative valuation
techniques, including comparable company or transaction multiple methodologies.
In addition, where there were prior marketing processes for certain of the
Prisma Assets, the results of such processes were examined. These alternative
valuation methodologies were ultimately deemed to be of limited applicability
for purposes of valuing the Prisma Assets, as well as Prisma in its entirety,
considering the limited availability of comparable companies and transactions in
the subject industry and geographic markets.
The Modified DCF approach involves deriving the unlevered free
cash flows that the Prisma Assets would generate assuming a set of financial
projections are realized. Financial projections were prepared by Prisma
management to reflect the most likely cash flows available to Prisma in respect
of its interests in the Prisma companies, adjusted for the probability that
certain material impacts to such cash flows occur. The cash flows for each of
the Prisma Assets
507
are discounted at the respective assets' estimated post-restructuring cost of
capital to determine an aggregate, "pre-corporate" asset value for Prisma. The
cost of capital is derived for each of Prisma's Assets based upon a Capital
Asset Pricing Model, utilizing inputs appropriate to each asset's market, size,
leverage and other factors. Prisma's projected unallocated corporate expenses
are then discounted and deducted from the aggregate pre-corporate value of
Prisma's Assets to arrive at a total enterprise and equity value for Prisma. All
such discounted cash flows are discounted to December 31, 2003, while projected
calendar year 2003 cash and cash flows inuring to the Prisma companies are also
reflected in enterprise and equity value and are undiscounted for purposes of
this analysis.
c. VARIANCES AND RISKS. Refer to Section XIV.C.,
"Variance from Valuations, Estimates and Projections" for a discussion regarding
the potential for variance from the projections and valuation described above
and Section XIV., "Risk Factors and Other Factors to be Considered" in general
for a discussion of the risks associated with Prisma.
ESTIMATES OF VALUE DO NOT PURPORT TO BE APPRAISALS NOR DO THEY
NECESSARILY REFLECT THE VALUE THAT MAY BE REALIZED IF ASSETS ARE SOLD. ESTIMATES
OF VALUE REPRESENT HYPOTHETICAL ENTERPRISE VALUES ASSUMING THE IMPLEMENTATION OF
THE BUSINESS PLAN AS WELL AS OTHER SIGNIFICANT ASSUMPTIONS. SUCH ESTIMATES WERE
DEVELOPED SOLELY FOR PURPOSES OF FORMULATING AND NEGOTIATING A CHAPTER 11 PLAN
FOR THE DEBTORS AND ANALYZING THE PROJECTED RECOVERIES THEREUNDER. THE ESTIMATED
EQUITY VALUE IS HIGHLY DEPENDENT UPON ACHIEVING THE FUTURE FINANCIAL RESULTS SET
FORTH IN THE PROJECTIONS AS WELL AS THE REALIZATION OF CERTAIN OTHER
ASSUMPTIONS, WHICH ARE NOT GUARANTEED.
THE VALUATIONS SET FORTH HEREIN REPRESENT ESTIMATED VALUES AND
DO NOT NECESSARILY REFLECT VALUES THAT COULD BE ATTAINABLE IN PUBLIC OR PRIVATE
MARKETS. THE EQUITY VALUE ASCRIBED IN THE ANALYSIS DOES NOT PURPORT TO BE AN
ESTIMATE OF THE MARKET VALUE OF PRISMA STOCK DISTRIBUTED PURSUANT TO A CHAPTER
11 PLAN. SUCH VALUE, IF ANY, MAY BE MATERIALLY DIFFERENT FROM THE EQUITY VALUE
RANGES ASSOCIATED WITH THE VALUATION ANALYSIS.
ADDITIONALLY, THE VALUES SET FORTH HEREIN ASSUME CERTAIN
LEVELS OF TARIFFS OR RATES OF RETURN FOR THE CONSTITUENT ASSETS. SUCH RATES ARE
HIGHLY REGULATED, SUBJECT TO PERIODIC CHANGES, AND IN CERTAIN CIRCUMSTANCES ARE
THE OUTCOME OF POLITICAL PROCESSES IN THE SUBJECT JURISDICTIONS. THERE IS NO
GUARANTEE THAT THE CURRENT RATE LEVELS WILL NOT CHANGE MATERIALLY IN THE FUTURE
OR WILL PROVIDE ADEQUATE REIMBURSEMENT FOR THE SERVICES PROVIDED BY PRISMA. ANY
SUCH CHANGES ARE ENTIRELY BEYOND PRISMA'S CONTROL AND MAY HAVE A MATERIAL
ADVERSE IMPACT ON ACTUAL RESULTS. FURTHER, AS PRISMA OPERATES PRIMARILY IN
FOREIGN JURISDICTIONS, SUCH POLITICAL PROCESSES OFTEN LEAD TO GREATER VOLATILITY
IN REGULATORY OUTCOMES THAN MIGHT OCCUR IN THE UNITED STATES. ADDITIONALLY,
OPERATIONS IN THE
508
EMERGING MARKETS ARE GENERALLY SUBJECT TO GREATER RISK OF GLOBAL ECONOMIC
SLOWDOWN, POLITICAL UNCERTAINTY, CURRENCY DEVALUATION, EXCHANGE CONTROLS AND THE
ABILITY TO ENFORCE AND DEFEND LEGAL AND CONTRACTUAL RIGHTS THAN ARE DOMESTIC
COMPANIES. SUCH RISK FACTORS MAY ALSO HAVE A MATERIAL ADVERSE IMPACT ON PRISMA'S
ACTUAL RESULTS.
PRISMA OPERATES IN HEAVILY REGULATED INDUSTRIES IN DIVERSE
COUNTRIES, INCLUDING EMERGING MARKETS. CHANGES TO THE CURRENT REGULATORY OR
POLITICAL ENVIRONMENT IN THESE COUNTRIES MAY HAVE A MATERIAL ADVERSE IMPACT ON
PRISMA'S ACTUAL RESULTS. FOR FURTHER DISCUSSION ON THESE AND OTHER RISKS
ATTENDANT WITH PRISMA, REFER TO THE ENTIRETY OF SECTION X., "PRISMA ENERGY
INTERNATIONAL INC." AND SECTION XIV., "RISK FACTORS AND OTHER FACTORS TO BE
CONSIDERED".
C. LEGAL PROCEEDINGS
Certain of the businesses to be transferred to Prisma are
currently involved either as plaintiffs or defendants in pending arbitrations or
civil litigation. Those arbitrations or civil litigations that may be material
to the businesses are identified below. In addition to these arbitrations or
civil litigations, certain of the businesses are involved in regulatory or
administrative proceedings. Refer to Section X.A., "Business" for further
information about regulatory or administrative proceedings that may be material.
1. ACCROVEN
a. TECNOCONSULT CONSTRUCTOR BARCELONA S.A.
(TECNOCONSULT) V. ACCROVEN (NO. 27436, CARACAS 10TH COMMERCIAL & CIVIL COURT OF
THE JUDICIAL CIRCUIT OF THE METROPOLITAN AREA). In May 2002, Tecnoconsult, a
subcontractor to Consorcio Tecron, sued Accroven on its own behalf and as an
assignee of another subcontractor Moinfra S.A. for approximately $1.8 million in
alleged unpaid costs and fees for the construction of the Accroven facilities.
Accroven maintains that it is not liable for the claims because it was never in
privity with Tecnoconsult or Moinfra. Tecnoconsult obtained an order to attach
Accroven assets, however, Accroven posted a bond to preclude such attachment and
such bond was accepted by the court. No date has been set for Accroven to answer
the substantive allegations of the complaint. Settlement discussions are
ongoing.
b. TECNOCONSULT CONSTRUCTOR BARCELONA S.A.
(TECNOCONSULT) V. ACCROVEN (CARACAS 11TH COMMERCIAL & CIVIL COURT OF THE
JUDICIAL CIRCUIT OF THE METROPOLITAN AREA). Consorcio Tecron and nine other
subcontractors have also alleged that Accroven owes them unpaid costs and fees
for the construction of the Accroven facilities. In June 2003, Accroven settled
with the nine subcontractors for approximately $2.1 million. In July 2003,
Tecnoconsult filed suit against Accroven, asserting that Consorcio Tecron
assigned to it claims for approximately $2 million. Accroven has not yet been
served with the suit, but expects to assert similar defenses in this action.
Settlement discussions are ongoing.
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2. TRANSREDES
a. CNA INSURANCE COMPANY (EUROPE) LTD. AND LABOLIVIANA
CUACRUZ DE SEGUROS Y REASSEGUROS, ET AL. V. TRANSREDES (LONDON COMMERCIAL
COURT). Transredes's OSSA II pipeline suffered a perforation in January 2000,
which caused an estimated 29,000 barrels of oil to be spilled into the
Desaguadero River near the village of Calacoto. Transredes presented a claim for
approximately $50 million in clean-up and third-party liability costs that it
incurred, paid, and recorded in its financials to its insurer, LaBoliviana. In
March 2000, CNA, a reinsurer to LaBoliviana, filed an action in London
Commercial Court to avoid the reinsurance policy. CNA and other reinsurers have
since also alleged that the loss is not covered. LaBoliviana has adopted that
allegation. Brokers have been joined to the action. The parties participated in
a court-ordered mediation on October 23, 2003.
b. CAROLINA ORTIZ PAZ V. TRANSREDES S.A. (SANTA CRUZ 6TH
CIVIL COURT, BOLIVIA). In December 2002, Carolina Ortiz Paz filed a civil action
for $10 million in damages against Transredes claiming diminution of property
value and lost opportunity to develop her real estate project because the ONSZ-2
Transredes line crosses her property. Transredes is vigorously defending the
suit and has sought to join state-owned YPFB to the action, which Transredes
argues is liable for any failure to obtain and present titles of easement to the
disputed property. On October 14, 2003, Transredes was notified of the lower
court's determination that Transredes was liable for unspecified damages to the
plaintiff. Transredes has appealed this decision as well as the lower court's
denial of Transredes's motion to join YPFB. Since the ruling, the lower court
judge has been suspended indefinitely due to criminal allegations unrelated to
this case.
3. CENTRAGAS
a. CENTRAGAS V. ECOGAS AND ECOPETROL (ICC ARBITRATION,
PARIS, FRANCE). In July 2001, Centragas initiated an ICC arbitration against
Ecogas and Ecopetrol, Colombian government state enterprises. Centragas seeks to
recover compensation from Ecogas and/or Ecopetrol in an unspecified amount for
costs incurred as a result of a change in Colombian tax laws, which increased
Centragas's tax liability. Centragas also seeks to clarify disputes over the
quality of the gas transported through Centragas's pipeline and to receive
payment for the construction of a facility to filter the gas transported through
the pipeline. In May 2003, the Arbitral Tribunal issued an interim award holding
that it has jurisdiction over the disputes. Centragas subsequently asked the
Tribunal to take jurisdiction over a smaller dispute relating to changes in the
tax law that arose in 2003. At present, briefing is expected to close in March
2004.
4. ELEKTRO
a. ELEKTRO V. FEDERAL TAX AUTHORITY (13TH FEDERAL COURT
SAO PAULO) (PIS). On August 3, 1999, Elektro filed an action seeking to enjoin
the Brazilian Federal Tax Authority from increasing the tax basis for Elektro's
social integration taxes (PIS). The lower court granted a preliminary, and then
a permanent, injunction to Elektro. An appeal is pending. If Elektro does not
prevail, it will be required to pay additional social integration taxes of over
approximately $5 million (as of October 1, 2003).
510
b. ELEKTRO V. FEDERAL TAX AUTHORITY (23RD FEDERAL COURT
SAO PAULO) (COFINS). On August 3, 1999, Elektro filed an action seeking to
enjoin the Brazilian Federal Tax Authority from increasing the tax basis for
Elektro's social security contribution (COFINS). The lower court granted a
preliminary, and then a permanent, injunction to Elektro. An appeal is pending.
If Elektro does not prevail, it will be required to pay additional social
security contribution taxes of approximately $19 million (as of October 1,
2003).
c. ELEKTRO V. NATIONAL ELECTRICITY REGULATOR (ANEEL)
(XXI FEDERAL COURT, BRASILIA CIRCUIT). In order to force ANEEL to implement a
mechanism to track the quotas collected under the Energy Development Act and to
include such quotas in its pass-through tariffs (as contemplated by the Act),
Elektro filed an action seeking to enjoin ANEEL from collecting approximately
$2.7 million (as of June 30, 2003) in quotas. ANEEL subsequently instituted a
mechanism to track the quotas and to include them in its pass-through tariffs.
The case has therefore been closed and Elektro has paid the quotas.
d. ELEKTRO V. SAO PAULO TAX AUTHORITY (5TH STATE COURT
SAO PAULO). Elektro filed a lawsuit in state court to obtain a legal
determination of the proper methodology for the calculation of ICMS (a Value
Added Tax), which is levied at the state level. On September 1, 2003, the
appeals court (the 10th Court of the Public Treasury) granted an injunction
prohibiting the Brazilian fiscal authorities from levying any fines or penalties
against Elektro for its calculation of the ICMS tax or from making any
corrections to such calculation until the merits of the case have been decided.
There can be no assurance that the case will ultimately be
decided in Elektro's favor. Since privatization, Elektro has calculated ICMS
based on measured capacity of electric energy. This was the calculation utilized
by CESP, Elektro's state-owned predecessor, and is based on legal grounds
established by several pre- and post-privatization opinions, as well as legal
precedent. Other LDCs calculate the ICMS tax based on contracted demand,
independent of actual energy consumption, which results in a greater tax burden
to the end-user and a larger tax base for the state. This situation was
identified in an on-going informal monitoring process by the state authorities
that was initiated in early 2002, but no formal notification from the
authorities has been received. Total exposure to Elektro in the event of an
unfavorable finding is approximately $6 million (as of October 1, 2003), which
includes interest, but assumes no penalties.
e. CRIMINAL INVESTIGATIONS. The Brazilian Penal Code
requires a criminal investigation upon an occurrence alleged to cause physical
damage, death, or environmental damage in the concession area. Once completed,
the investigating body submits a report to the Criminal Court for review by a
Public Attorney who may (i) request a criminal proceeding; (ii) request further
investigation; or (iii) recommend that the matter be closed. There are currently
40 such investigations underway relating to accidents that occurred in the
Elektro concession area, environmental damage, and other claims. Additionally,
one investigation is pending regarding a controversy in calculation of payment
of ICMS, a state tax collected by the LDCs from their consumers. In the four
years since the concession was granted, no investigation has resulted in a
formal criminal charge or prosecution.
5. CUIABA
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a. EMPRESA PRODUTORA DE ENERGIA LTDA. (EPE) V. AGF
BRAZIL SEGUROS S.A. (AGF) (SAO PAULO CIVIL COURT). In August 2002, EPE filed
suit against AGF, a Brazilian insurance company, to recover approximately $30
million in insurance proceeds for business interruption and material damages
resulting from a turbine failure at its power plant in Cuiaba. AGF has denied
coverage on various grounds, including that EPE knew of, prior to the policy
inception, material defects in the blades that led to the failure. EPE denies
this contention and intends to vigorously pursue its rights against AGF.
b. GASOCIDENTE DO MATO GROSSO LTDA. (GASMAT) V. AGF
BRAZIL SEGUROS S.A. (AGF) (SAO PAULO CIVIL COURT). In August 2002, GasMat filed
suit against AGF to recover approximately $4 million in insurance proceeds for
contingent business interruption resulting from the turbine failure at the EPE
power plant in Cuiaba. AGF has denied coverage. An initial hearing was held in
the case on November 5, 2003. GasMat intends to vigorously pursue its rights
against AGF.
c. GAS ORIENTE BOLIVIANO LTDA. (GASBOL), SOUTHERN CONE
GAS LTD. (SCG), AND TRANSBORDER GAS SERVICES LTD. (TBS) V. LA BOLIVIANA
CIACRUZDE SEGUROS Y REASEGUROS, INTERNATIONAL OIL INSURERS (IOI) AND FOLLOWING
REINSURERS (LONDON COURT OF INTERNATIONAL ARBITRATION). In August 2003, GasBol,
SCG, and TBS filed a demand for arbitration against La Boliviana, IOI (lead
reinsurer), and following reinsurers to recover approximately $13 million in
insurance proceeds for contingent business interruption resulting from the
turbine failure at the EPE power plant in Cuiaba. The insurers have denied
coverage. GasBol, SCG, and TBS intend to vigorously pursue their rights.
6. BLM
a. As a result of the enactment by the Ente Regulador
Servicios Publicos of Panama of Resolution JD-1700, which effectively reduced
the volume of energy that distribution companies were obligated to purchase
under BLM's existing PPAs, BLM experienced a decrease in revenues. As a result,
BLM has initiated several arbitral and judicial proceedings in Panama against
Ente Regulador, the Government of Panama, and one of BLM's power purchasers, in
an effort to obtain restitution of lost revenues totaling in excess of $8.5
million. These cases are still pending.
b. In other proceedings, BLM has filed claims
challenging the Ente Regulador's implementation of Resolutions JD-3797 and
JD-3920, which require BLM to reissue invoices under its PPAs utilizing a new
pricing parity index for fuel established by the Panama Ministry of Commerce &
Industry. This action by Ente Regulador had the effect of adjusting downward the
fuel component of the price of energy under BLM's PPAs for a five-month period.
The amount currently in dispute is approximately $1.7 million.
c. BAHIA LAS MINAS CORP., ASEGURADORA MUNDIAL, S.A. V.
COX INSURANCE HOLDINGS, PLC, ET AL. (NO. 6-02-453, U.S. DISTRICT COURT, SOUTHERN
DISTRICT OF TEXAS, HOUSTON DIVISION). BLM filed suit in 2002 in the U.S.
District Court for the Southern District of Texas in Galveston against a
consortium of reinsurers led by Cox Insurance Holdings to recover in excess of
$5 million in extra-contractual damages, insurance proceeds for property damage
and interruption of service, prejudgment interest, and attorneys' fees resulting
from a
512
lightning strike. The suit was transferred to Houston. After mediation on August
7, 2003, BLM settled with AIG, though not with any of the other carriers. The
remaining insurers have filed a motion to dismiss for lack of subject matter
jurisdiction in the federal court action, and have filed a declaratory judgment
action in state court seeking a ruling that coverage does not exist under BLM's
policy. The state court action has been assigned to the Honorable Judge Levi
Benton in the District Court for Harris County, Texas.
7. ENS
a. POLSKIE GORNICTWO NAFTOWE I GAZOWNICTWO, S. A.
(PGNIG) V. ELEKTROCIEPLOWNIA NOWA SARZYNA SP. Z O. O. (ENS) (NO. VI GCO 56/03,
CIRCUIT COURT, 6TH COMMERCIAL DIVISION, RZESZOW, POLAND). In March 2003, PGNiG
filed an application for injunction against ENS to secure approximately $9
million in claims under the long-term gas supply contracts between the parties.
The underlying disputes began in mid-2000 when the Polish government instituted
a new regulatory scheme for gas prices. ENS contended that the prices PGNiG
could charge it for gas supplies could not exceed the prices found in PGNiG's
approved tariff. PGNiG, on the other hand, claimed it was entitled to charge ENS
the higher prices under the gas supply agreements. The parties signed a
settlement agreement on August 1, 2003. Pursuant to the settlement, PGNiG waived
its claims against ENS and filed a petition with the court to discontinue the
injunction proceedings. The court has approved the petition and the case has
been dismissed. As part of the settlement, the parties agreed that from January
1, 2003 going forward ENS will pay for gas according to PGNiG's approved tariff.
8. SECLP
SECLP is a defendant in several legal proceedings in the
Dominican Republic, including:
a. Five lawsuits brought between 2000-2003 by
approximately 200 residents and businesses against SECLP and Smith Cogeneration
International, Inc., alleging that the operation of the Puerto Plata power plant
damaged property values in their community of Costambar. Damages are unspecified
and no trial date has been set. A hearing regarding consolidation of the five
suits was held on October 21, 2003; however, the hearing was continued until
November 20, 2003 because the plaintiffs did not properly summon World Bank and
International Finance Corporation before the court. In addition to hearing the
motion regarding consolidation, the court is also likely to hear various
discovery motions and procedural motions at the November 20, 2003 hearing.
b. An arbitration proceeding brought by an operator of a
hotel alleging SECLP breached a settlement agreement arising from a nuisance
dispute related to operation of the Puerto Plata power plant. The plaintiff
obtained an award of DOP187,000,000 (approximately $6 million) plus interest.
SECLP has appealed the award on several grounds, including that the arbitration
panel did not proceed properly.
c. A lawsuit filed in 2001 against CDC, CDCB, SECLP and
five other defendants in which the plaintiff seeks to recover approximately
DOP500,000,000 (approximately $15.6 million) from CDC that it claims CDC
wrongfully dispersed to SECLP and
513
the other defendants. SECLP is not a party to the agreement between CDC and the
plaintiff that is the subject of the lawsuit, and has filed a motion to be
dismissed from the case.
d. Several lawsuits filed by Montecristi Corp. in 1998
against SECLP, Smith Cogeneration Management, and Smith Cogeneration
International, and Don Smith claiming breach of an alleged joint venture
agreement related to the plaintiff's participation in the Puerto Plata power
plant project. At the time the suits were filed, plaintiff sought approximately
$15 million in damages, the enforcement of the alleged joint venture agreement
and the appointment of a judicial administrator to operate the power plant until
the matter was resolved. Based on a prior settlement and release, a court in New
York enjoined the plaintiff from prosecuting the action against the defendants
in the Dominican Republic. To date, the Dominican courts have declined to
recognize the injunction or to halt the cases pending in the Dominican Republic,
and SECLP has appealed to the Dominican Supreme Court.
D. DIRECTORS
On the Effective Date, Prisma's board of directors will
consist of individuals designated by the Debtors, after consultation with the
Creditors' Committee, all of which shall be disclosed prior to the Confirmation
Hearing. In the event that, during the period from the Confirmation Date up to
and including the Effective Date, circumstances require the substitution of one
(1) or more persons selected to serve, the Debtors shall file a notice thereof
with the Bankruptcy Court and, for purposes of section 1129 of the Bankruptcy
Code, any such replacement person, designated after consultation with the
Creditors' Committee, shall be deemed to have been selected or disclosed prior
to the Confirmation Hearing. Thereafter, the terms and manner of selection of
directors of Prisma shall be as provided in Prisma's organizational documents,
as the same may be amended. Each director will serve until a successor is
elected and qualified or until his or her earlier resignation or removal.
Set forth below is biographical information for five
individuals who are expected to be members of Prisma's board of directors on the
Effective Date. Each of these directors have held their position at Prisma since
Prisma's formation or shortly thereafter. Currently there is an interim
management team in place for Prisma.
1. RON W. HADDOCK
Ron W. Haddock, 63, is executive chairman of Prisma and an
employee of an affiliate of Prisma. He was president and CEO of FINA, Inc. from
1989 until 2000. He joined FINA in Dallas in 1986 as executive vice president
and chief operating officer. Prior to joining FINA, Mr. Haddock was with Exxon
for 23 years in various engineering and management positions, including vice
president and director of Exxon's operations in the Far East, executive
assistant to the chairman, vice president of refining, and general manager of
corporate planning. Mr. Haddock currently also serves on the boards of ENE
(post-bankruptcy), Elektro, Alon Energy USA, Southwest Securities, Adea
Solutions, Safety Kleen and SepraDyne. Mr. Haddock has a degree in mechanical
engineering from Purdue University. He is a resident of Dallas.
2. JOHN W. BALLANTINE
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John W. Ballantine, 57, has been a private investor since
1998, when he left First Chicago NBD Corporation/The First National Bank of
Chicago as its Chief Risk Management Officer and Executive Vice President.
During his career with First Chicago, Mr. Ballantine held senior positions
including head of international banking, head of New York banking, and Chief
Credit and Market Risk Officer. He currently also serves on the boards of ENE
(post-bankruptcy), Scudder Funds, FNB Corporation, First Oak Brook Bancshares
and the Oak Brook Bank and American Healthways. Mr. Ballantine has a bachelor's
degree from Washington and Lee University and an MBA from the University of
Michigan, Ann Arbor. He is a resident of Chicago.
3. PHILIPPE A. BODSON
Philippe A. Bodson, 58, has experience as a chief executive
officer for utility and industrial concerns with international activities,
including Glaverbel from 1980-1989, Tractebel from 1989-1999 and Lernout &
Hauspie (post-bankruptcy) in 2001. Mr. Bodson also has extensive board
experience, including serving as a director for Glaverbel, Diamond Boart,
Societe Generale, Fortis, and British Telecom Belgium. Mr. Bodson has a degree
in civil engineering from the University of Leige in Belgium and a master's
degree in business administration from INSEAD. He is a resident of Brussels,
Belgium.
4. LAWRENCE S. COBEN
Lawrence S. "Larry" Coben, 45, is the senior principal of
Sunrise Capital Partners. 1 Mr. Coben previously served as chief executive
officer of Bolivian Power Company, Ltd., managing director of Liberty Power
Corp., Chairman of Recovery Corporation of America and senior vice president of
Catalyst Energy Corporation. He is president of the board of directors of New
York Stage and Film, a director of the Bolivian-American Chamber of Commerce and
co-chairman of the Lieberman 2004 National Energy Policy Committee. Mr. Coben
has a bachelor's degree in economics from Yale University and a juris doctorate
degree from Harvard Law School Mr. Coben also has a master's degree and is
completing a doctorate in anthropology from the University of Pennsylvania. He
is a resident of New Hampshire.
5. DR. PAUL K. FREEMAN
Dr. Paul K. Freeman, 53, has been a consultant since 1998 to
international financial institutions on designing strategies for developing
countries to cope with natural disasters. During that same period, Dr. Freeman
variously served as adjunct professor at the University of Denver, visiting
research fellow at Oxford University, project leader at the International
Institute for Applied Systems Analysis and lecturer at the University of Vienna.
Dr. Freeman was chief executive of the ERIC Companies, an environmental risk
management firm, from 1985-1998 and a practicing attorney specializing in
international law from 1975-1985. He currently serves on the corporate advisory
board of the Wharton School Risk and Decision Process Center at the University
of Pennsylvania and the board of trustees of the Scudder Mutual Funds. Dr.
Freeman has a bachelor's degree in economics from the University of Denver,
juris
- ------------------
40 Sunrise Capital Partners is an affiliate of Houlihan Lokey Howard &
Zukin, financial advisors to the Creditors' Committee.
515
doctorate degree from Harvard Law School, and a doctorate in economics from the
University of Vienna. He is a resident of Denver.
E. PRISMA CONTRIBUTION AND SEPARATION AGREEMENT
It is contemplated that the Prisma Enron Parties will
contribute the Prisma Assets to Prisma at one or more closings in exchange for
shares of Prisma common stock commensurate with the value of such Prisma Assets
and in accordance with the Prisma Contribution and Separation Agreement.
1. PRISMA ASSETS TO BE CONTRIBUTED. ENE will have the sole
discretion, subject to the consent of the Creditors' Committee or as otherwise
provided in the Contribution and Separation Agreement (as applicable, for
purposes of this section only, the "Requisite Consent"), to select the Prisma
Assets to be contributed at any closing, to rescind Prisma Assets that have been
contributed or to add to or subtract from the Prisma Assets available for
contribution, including the addition or deletion of Prisma Enron Parties, if
necessary, at any time until the Prisma Distribution Date or the Prisma Sale
Date.
2. CHANGE IN RELATIVE VALUE OF ANY PRISMA ASSETS. In the event of
any change, circumstance or event that could be considered to have materially
changed the estimated value of any of the Prisma Assets contemplated to be
transferred to Prisma relative to the estimated value of all of the Prisma
Assets that have been or are contemplated to be contributed to Prisma, ENE
contemplates that it may in its reasonable discretion, subject to the Requisite
Consent, reallocate the Prisma Shares to be issued in exchange for any of the
Prisma Assets so impacted to reflect such change in estimated values.
3. CONSENTS. Each of the Prisma Enron Parties and Prisma are
expected to covenant to cooperate and to use commercially reasonable efforts to
obtain certain consents, orders and permits deemed advisable to obtain prior to
the consummation of any contribution, the Prisma Distribution Date or the Prisma
Sale Date; provided that Enron shall have sole discretion, subject to the
Requisite Consent, to contribute Prisma Assets or to consummate the Prisma
Distribution or the Prisma Sale in the absence of any such consents, orders and
permits. Refer to Section X.A.2., "Risk Factors" and Section XIV.I.5.a.,
"Contractual and Regulatory Disputes" for additional information.
4. ACTIONS WITH RESPECT TO THE PRISMA DISTRIBUTION. ENE
contemplates the eventual distribution to creditors of the capital stock of the
Prisma Distributing Company, and the following actions to be taken by Prisma and
the Prisma Enron Parties to effectuate such Prisma Distribution:
a. each Prisma Enron Party and Prisma, subject to the
Requisite Consent, will take necessary actions to conform the organizational
documents and capital structure of the Prisma Distributing Company as necessary
to effectuate the Prisma Distribution;
b. to the extent provided in the Plan, on the Prisma
Distribution Date, the shares of Prisma common stock held by the Prisma Enron
Parties will be cancelled or assigned to the Prisma Distributing Company, if
applicable;
516
c. Prisma will and, if applicable, the Prisma Enron
Parties will cause the Prisma Distributing Company to issue the number of shares
of its capital stock required by the Plan and take all actions necessary to
ensure that those shares are duly authorized, validly issued, fully paid and
nonassessable and free of any preemptive rights; and
d. as soon as practicable, Prisma will and, if
applicable, the Prisma Enron Parties will cause the Prisma Distributing Company
to, prepare, file and use reasonable best efforts to have declared effective by
the SEC a registration statement on Form 10, take such other actions as may be
necessary to register the Prisma Common Stock (or any applicable Prisma
Distributing Company stock) under Section 12(b) or 12(g) of the Securities
Exchange Act, and prepare, file, and use reasonable best efforts to have
approved, an application for listing such capital stock to be distributed
pursuant to the Plan on a national securities exchange or quoted in one of the
NASDAQ markets, subject to official notice of distribution, in each case, as may
be more fully described in the Plan.
5. INDEMNIFICATION.
a. GENERAL INDEMNIFICATION. The Prisma Contribution and
Separation Agreement may contain certain limited indemnity obligations. Prisma
and ENE may indemnify the Enron Indemnified Parties and the Prisma Indemnified
Parties, respectively, against any liabilities resulting from third party claims
caused by a material breach by such party of the Prisma Contribution and
Separation Agreement occurring after the initial contribution. If such
indemnification is provided, it is expected that each party's obligation to
indemnify pursuant to the general indemnification will terminate upon the Prisma
Distribution Date or the Prisma Sale Date, as the case may be, except for the
obligation to indemnify against liabilities arising out of a material breach of
a covenant in the Prisma Contribution and Separation Agreement that by its terms
contemplates performance after such date, which shall survive for thirty (30)
days following the expiration of the applicable period of time set forth
therein. The Prisma Contribution and Separation Agreement may also provide for
certain tax and employee benefits indemnification.
b. If provided, the obligation of ENE and its
affiliates, on the one hand, and Prisma, on the other hand, to indemnify the
Prisma Indemnified Parties and the Enron Indemnified Parties, respectively, is
expected to be capped at a fixed aggregate dollar amount.
6. TERMINATION. It is expected that ENE will have the right, in
its discretion, subject to the Requisite Consent, to terminate the Prisma
Contribution and Separation Agreement at any time prior to the initial
contribution.
7. CERTAIN GOVERNANCE PROVISIONS. From the date of the Prisma
Contribution and Separation Agreement until the Prisma Distribution Date or the
Prisma Sale Date, it is contemplated that Prisma shall be prohibited from taking
certain specified actions without the approval of ENE, which may include:
a. disposing of any capital stock held directly or
indirectly by Prisma in any subsidiary of Prisma or any other company that
constitutes a Prisma Asset or selling any significant portion of the assets of
Prisma or such companies;
517
b. entering into any new lines of business or changing
the fiscal year;
c. establishing or modifying significant accounting
methods, practices or policies or significant tax policies;
d. registering securities of Prisma, any subsidiary of
Prisma or any other company that constitutes a Prisma Asset for issuance under
U.S. federal or state securities laws or the laws of any foreign jurisdiction;
e. issuing any capital stock of Prisma, any subsidiary
of Prisma or any other company that constitutes a Prisma Asset, or any
securities convertible into, or exercisable or exchangeable for, capital stock
of Prisma or such companies;
f. creating or assuming any indebtedness for borrowed
money, in excess of certain limitations, for Prisma, any subsidiary of Prisma
and any other company that constitutes a Prisma Asset, except for renewals,
roll-overs or refinancings of existing indebtedness;
g. adopting or materially amending any equity-based
bonus or employee benefit plan or program;
h. incurring (x) any non-maintenance capital
expenditures, or commitments to make non-maintenance capital expenditures, in
excess of certain limitations, or (y) annual maintenance capital expenditures,
or commitments to make annual maintenance capital expenditures, in excess of
certain limitations, in each case, by Prisma, the subsidiaries of Prisma and any
other company that constitutes a Prisma Asset;
i. compromising or settling any litigation or proceeding
in excess of a specified amount;
j. entering into any joint venture, partnership, merger
or other business combination transaction;
k. amending in any manner the organizational or
governing documents of Prisma, any subsidiary of Prisma or any other company
that constitutes a Prisma Asset; or
l. commencing or joining in any voluntary or involuntary
bankruptcy or insolvency filing against Prisma, any subsidiary of Prisma or any
other company that constitutes a Prisma Asset.
8. OTHER COVENANTS. It is expected that the Prisma Contribution
and Separation Agreement will also contain additional covenants, including
covenants regulating the conduct of business pending any closing of the
contemplated transactions, the preservation of records, the treatment of
confidential information, information reporting obligations, the resolution of
certain intercompany account and guarantee issues and the ownership,
investigation and disposal of any casualty insurance claims of any Prisma
Assets.
It is contemplated that upon any written request of ENE (made
with the Requisite Consent) to Prisma at any time prior to the Prisma
Distribution Date or Prisma Sale Date, the
518
board of directors of Prisma will commence an auction process for the sale of,
or other recapitalization or financing transaction with respect to, certain of
its businesses or assets, subject to ENE approval of, and the Requisite Consent
to, the terms and conditions of any such transaction.
9. CONDITIONS TO CLOSINGS. In addition to customary conditions to
the obligations of the parties, including the representations and warranties
being true and correct in all material respects, the absence of any serious
legal impediment to any closing, absence of material breaches of the Prisma
Contribution and Separation Agreement, performance of all covenants and
agreements and the delivery of all closing documentation, it is expected that
the obligation of the parties under the Prisma Contribution and Separation
Agreement upon any closing of a contribution of Prisma Assets will be further
conditioned upon (i) the release of all liens imposed on the Prisma Assets in
connection with the Second Amended DIP Credit Agreement, (ii) the Bankruptcy
Court's approval of the Prisma Contribution and Separation Agreement (and
ancillary agreements, if any) and (iii) the Prisma Distribution or the Prisma
Sale not having occurred.
F. EQUITY COMPENSATION PLAN
Following confirmation of the Plan, in order to attract,
retain and motivate highly competent persons as key employees and/or directors
of Prisma, Prisma expects to adopt a long-term equity incentive compensation
plan providing for awards to such individuals. It is anticipated that the
Compensation Committee of Prisma's Board of Directors will determine the
specific terms of any grants made under such plan and will provide grants of
awards designed to focus equity compensation on performance and alignment with
shareholders interests; provided, however, that shares reserved for the plan
will not exceed 10% of the Prisma Common Stock to be issued pursuant to the
Plan, with projected annual share usage under the plan not exceeding 2%.
XI. THE LITIGATION TRUST AND SPECIAL LITIGATION TRUST
CAPITALIZED TERMS USED THROUGHOUT THIS DISCLOSURE STATEMENT ARE DEFINED
IN APPENDIX A: "MATERIAL DEFINED TERMS FOR ENRON DISCLOSURE STATEMENT" ATTACHED
HERETO.
A. THE LITIGATION TRUST
1. ESTABLISHMENT OF THE TRUST
On the Effective Date, the Debtors, on their own behalf and on
behalf of holders of Allowed Claims in Classes 3 through 180 shall execute the
Litigation Trust Agreement and shall take all other steps necessary to establish
the Litigation Trust. On the Effective Date, and in accordance with and pursuant
to the terms of Section 22.4 of the Plan, the Debtors shall transfer to the
Litigation Trust all of their right, title, and interest in the Litigation Trust
Claims. In connection with the above-described rights and causes of action, any
attorney-client privilege, work-product privilege, or other privilege or
immunity attaching to any documents or communications (whether written or oral)
shall be transferred to the Litigation Trust and shall vest in the Litigation
Trustee and its representatives, and the Debtors, the Debtors in Possession
519
and the Litigation Trustee are authorized to take all necessary actions to
effectuate the transfer of such privileges.
2. PURPOSE OF THE LITIGATION TRUST
The Litigation Trust shall be established for the sole purpose
of liquidating its assets, in accordance with Treasury Regulation Section
301.7701-4(d), with no objective to continue or engage in the conduct of a trade
or business.
3. FUNDING EXPENSES OF THE LITIGATION TRUST
In accordance with the Litigation Trust Agreement and any
agreements entered into in connection therewith, on the Effective Date, the
Debtors shall transfer such amounts of Cash as jointly determined by the Debtors
and the Creditors' Committee as necessary to fund the operations of the
Litigation Trust. The Debtors and the Reorganized Debtors shall have no further
obligation to provide any funding with respect to the Litigation Trust.
4. TRANSFER OF ASSETS
a. The transfer of the Litigation Trust Claims to the
Litigation Trust shall be made, as provided in the Plan, for the ratable benefit
of the holders of Allowed Claims in Classes 3 through 180, only to the extent
such holders in such Classes are entitled to distributions under the Plan. In
partial satisfaction of Allowed Claims in Classes 3 through 180, the Litigation
Trust Claims shall be transferred to such holders of Allowed Claims, to be held
by the Debtors on their behalf. Immediately thereafter, on behalf of the holders
of Allowed Claims in Classes 3 through 180, the Debtors shall transfer such
Litigation Trust Claims to the Litigation Trust in exchange for Litigation Trust
Interests for the ratable benefit of holders of Allowed Claims in Classes 3
through 180, in accordance with the Plan. Upon the transfer of the Litigation
Trust Claims, the Debtors shall have no interest in or with respect to the
Litigation Trust Claims or the Litigation Trust.
b. For all federal income tax purposes, all parties
(including, without limitation, the Debtors, the Litigation Trustee and the
beneficiaries of the Litigation Trust) shall treat the transfer of assets to the
Litigation Trust in accordance with the terms of the Plan, as a transfer to the
holders of Allowed Claims in Classes 3 through 180, followed by a transfer by
such holders to the Litigation Trust and the beneficiaries of the Litigation
Trust shall be treated as the grantors and owners thereof.
5. VALUATION OF ASSETS
As soon as possible after the Effective Date, but in no event
later than thirty (30) days thereafter, the Litigation Trust Board shall inform,
in writing, the Litigation Trustee of the value of the assets transferred to the
Litigation Trust, based on the good faith determination of the Litigation Trust
Board, and the Litigation Trustee shall apprise, in writing, the beneficiaries
of the Litigation Trust of such valuation. The valuation shall be used
consistently by all parties (including the Debtors, the Reorganized Debtors, the
Litigation Trustee and the beneficiaries of the Litigation Trust) for all
federal income tax purposes.
520
6. LITIGATION; RESPONSIBILITIES OF LITIGATION TRUSTEE
a. The Litigation Trustee, upon direction by the
Litigation Trust Board and the exercise of their collective reasonable business
judgment, shall, in an expeditious but orderly manner, liquidate and convert to
Cash the assets of the Litigation Trust, make timely distributions and not
unduly prolong the duration of the Litigation Trust. The liquidation of the
Litigation Trust Claims may be accomplished either through the prosecution,
compromise and settlement, abandonment or dismissal of any or all claims, rights
or causes of action, or otherwise. The Litigation Trustee, upon direction by the
Litigation Trust Board, shall have the absolute right to pursue or not to pursue
any and all Litigation Trust Claims as it determines is in the best interests of
the beneficiaries of the Litigation Trust, and consistent with the purposes of
the Litigation Trust, and shall have no liability for the outcome of its
decision except for any damages caused by willful misconduct or gross
negligence. The Litigation Trustee may incur any reasonable and necessary
expenses in liquidating and converting the assets to Cash and shall be
reimbursed in accordance with the provisions of the Litigation Trust Agreement.
b. The Litigation Trustee shall be named in the
Confirmation Order or in the Litigation Trust Agreement and shall have the power
(i) to prosecute for the benefit of the Litigation Trust all claims, rights and
causes of action transferred to the Litigation Trust (whether such suits are
brought in the name of the Litigation Trust or otherwise), and (ii) to otherwise
perform the functions and take the actions provided for or permitted in the Plan
or in any other agreement executed by the Litigation Trustee pursuant to the
Plan. Any and all proceeds generated from such claims, rights, and causes of
action shall be the property of the Litigation Trust.
7. INVESTMENT POWERS
The right and power of the Litigation Trustee to invest assets
transferred to the Litigation Trust, the proceeds thereof, or any income earned
by the Litigation Trust, shall be limited to the right and power to invest such
assets (pending periodic distributions in accordance with Section 22.8 of the
Plan) in Cash Equivalents; provided, however, that (a) the scope of any such
permissible investments shall be limited to include only those investments, or
shall be expanded to include any additional investments, as the case may be,
that a liquidating trust, within the meaning of Treasury Regulation Section
301.7701-4(d) may be permitted to hold, pursuant to the Treasury Regulations, or
any modification in the IRS guidelines, whether set forth in IRS rulings, other
IRS pronouncements or otherwise, and (b) the Litigation Trustee may expend the
assets of the Litigation Trust (i) as reasonably necessary to meet contingent
liabilities and to maintain the value of the assets of the Litigation Trust
during liquidation, (ii) to pay reasonable administrative expenses (including,
but not limited to, any taxes imposed on the Litigation Trust or fees and
expenses in connection with litigation), and (iii) to satisfy other liabilities
incurred or assumed by the Litigation Trust (or to which the assets are
otherwise subject) in accordance with the Plan or the Litigation Trust
Agreement; and, provided, further, that, under no circumstances, shall the
Litigation Trust segregate the assets of the Litigation Trust on the basis of
classification of the holders of Litigation Trust Interests, other than with
respect to distributions to be made on account of Disputed Claims and Disputed
Equity Interests in accordance with the provisions of the Plan.
521
8. ANNUAL DISTRIBUTION; WITHHOLDING
The Litigation Trustee shall distribute at least annually to
the holders of Litigation Trust Interests all net cash income plus all net cash
proceeds from the liquidation of assets (including as Cash for this purpose, all
Cash Equivalents); provided, however, that the Litigation Trust may retain such
amounts (i) as are reasonably necessary to meet contingent liabilities and to
maintain the value of the assets of the Litigation Trust during liquidation,
(ii) to pay reasonable administrative expenses (including any taxes imposed on
the Litigation Trust or in respect of the assets of the Litigation Trust), and
(iii) to satisfy other liabilities incurred or assumed by the Litigation Trust
(or to which the assets are otherwise subject) in accordance with the Plan or
the Litigation Trust Agreement. All such distributions shall be pro rata based
on the number of Litigation Trust Interests held by a holder compared with the
aggregate number of Litigation Trust Interests outstanding, subject to the terms
of the Plan and the Litigation Trust Agreement. The Litigation Trustee may
withhold from amounts distributable to any Person any and all amounts,
determined in the Litigation Trustee's reasonable sole discretion, to be
required by any law, regulation, rule, ruling, directive or other governmental
requirement.
9. REPORTING DUTIES
a. FEDERAL INCOME TAX. Subject to definitive guidance
from the IRS or a court of competent jurisdiction to the contrary (including the
receipt by the Litigation Trustee of a private letter ruling if the Litigation
Trustee so requests one, or the receipt of an adverse determination by the IRS
upon audit if not contested by the Litigation Trustee), the Litigation Trustee
shall file returns for the Litigation Trust as a grantor trust pursuant to
Treasury Regulation Section 1.671-4(a). The Litigation Trustee shall also
annually send to each holder of a Litigation Trust Interest a separate statement
setting forth the holder's share of items of income, gain, loss, deduction or
credit and will instruct all such holders to report such items on their federal
income tax returns.
b. ALLOCATIONS OF LITIGATION TRUST TAXABLE INCOME.
Allocations of Litigation Trust taxable income shall be determined by reference
to the manner in which an amount of cash equal to such taxable income would be
distributed (without regard to any restrictions on distributions described in
the Plan) if, immediately prior to such deemed distribution, the Litigation
Trust had distributed all of its other assets (valued for this purpose at their
tax book value) to the holders of the Litigation Trust Interests, taking into
account all prior and concurrent distributions from the Litigation Trust
(including all distributions held in escrow pending the resolution of Disputed
Claims). Similarly, taxable loss of the Litigation Trust will be allocated by
reference to the manner in which an economic loss would be borne immediately
after a liquidating distribution of the remaining Litigation Trust Claims. The
tax book value of the Litigation Trust Claims for this purpose shall equal their
fair market value on the Effective Date or, if later, the date such assets were
acquired by the Litigation Trust, adjusted in either case in accordance with tax
accounting principles prescribed by the IRC, the regulations and other
applicable administrative and judicial authorities and pronouncements.
c. OTHER. The Litigation Trustee shall file (or cause to
be filed) any other statements, returns or disclosures relating to the
Litigation Trust that are required by any governmental unit.
522
10. TRUST IMPLEMENTATION
On the Effective Date, the Litigation Trust shall be
established and become effective for the benefit of Allowed Claims in Classes 3
through 178. The Litigation Trust Agreement shall be filed in the Plan
Supplement and shall contain provisions customary to trust agreements utilized
in comparable circumstances, including, but not limited to, any and all
provisions necessary to ensure the continued treatment of the Litigation Trust
as a grantor trust for federal income tax purposes. All parties (including the
Debtors, the Litigation Trustee and holders of Allowed Claims in Classes 3
through 180) shall execute any documents or other instruments as necessary to
cause title to the applicable assets to be transferred to the Litigation Trust.
11. REGISTRY OF BENEFICIAL INTERESTS
The Litigation Trustee shall maintain a registry of the
holders of Litigation Trust Interests.
12. TERMINATION
The Litigation Trust shall terminate no later than the fifth
(5th) anniversary of the Effective Date; provided, however, that, on or prior to
the date three (3) months prior to such termination, the Bankruptcy Court, upon
motion by a party in interest, may extend the term of the Litigation Trust if it
is necessary to the liquidation of the Litigation Trust Claims. Notwithstanding
the foregoing, multiple extensions can be obtained so long as Bankruptcy Court
approval is obtained at least three (3) months prior to the expiration of each
extended term.
13. NET LITIGATION TRUST RECOVERY/ASSIGNMENT OF CLAIMS
a. NET JUDGMENT. Notwithstanding anything contained in
the Plan to the contrary, in the event that a defendant in a litigation brought
by the Litigation Trustee for and on behalf of the Litigation Trust (i) is
required by a Final Order to make payment to the Litigation Trust (the "Judgment
Amount"), and (ii) is permitted by a Final Order to assert a right of setoff
under section 553 of the Bankruptcy Code or applicable non-bankruptcy law
against the Judgment Amount (a "Valid Setoff"), (y) such defendant shall be
obligated to pay only the excess, if any, of the amount of the Judgment Amount
over the Valid Setoff and (z) none of the Litigation Trust, the holders or
beneficiaries of the Litigation Trust Interests shall be entitled to assert a
claim against the Debtors or the Reorganized Debtors with respect to the Valid
Setoff.
b. ASSIGNMENT. Notwithstanding anything contained in the
Plan to the contrary, in the event that a compromise and settlement of a
Litigation Trust Claim or a Final Order with respect to a Litigation Trust Claim
provides for a waiver, subordination or disallowance of a defendant's Claim or
Claims against one or more of the Debtors, for purposes of computing amounts of
distributions, (i) such claim shall be deemed allowed in the amount determined
by the Bankruptcy Court by Final Order, (ii) such defendant shall be deemed to
have assigned such Claim or Claims and right to receive distributions in
accordance with the Plan to the Litigation Trust, (iii) the Disbursing Agent
shall make distributions with respect to such Allowed Claims to the Litigation
Trust and (iv) such defendant shall not be entitled to receive distributions
from the Litigation Trust on account thereof.
523
c. MULTIPLE RECOVERIES. In the event that any avoidance
or recovery action commenced in accordance with sections 541, 544, 545, 547,
548, 549, 550, 551 and 553 of the Bankruptcy Code is compromised and settled in
connection with a Litigation Trust Claim, the proceeds of any recovery, waiver,
subordination or disallowance resulting from such compromise and settlement
shall be allocated first to the Debtor or Debtors entitled to recovery in
accordance with Section 28.1 of the Plan and then to the Litigation Trust.
B. THE SPECIAL LITIGATION TRUST
1. ESTABLISHMENT OF THE TRUST
On the Effective Date, the Debtors, on their own behalf and on
behalf of holders of Allowed Claims in Classes 3 through 180 shall execute the
Special Litigation Trust Agreement and shall take all other steps necessary to
establish the Special Litigation Trust. On the Effective Date, and in accordance
with and pursuant to the terms of Section 23.4 of the Plan, the Debtors shall
transfer to the Special Litigation Trust all of their right, title, and interest
in the Special Litigation Trust Claims. In connection with the above-described
rights and causes of action, any attorney-client privilege, work-product
privilege, or other privilege or immunity attaching to any documents or
communications (whether written or oral) transferred to the Special Litigation
Trust shall vest in the Special Litigation Trustee and its representatives, and
the Debtors and the Special Litigation Trustee are authorized to take all
necessary actions to effectuate the transfer of such privileges.
2. PURPOSE OF THE SPECIAL LITIGATION TRUST
The Special Litigation Trust shall be established for the sole
purpose of liquidating its assets, in accordance with Treasury Regulation
Section 301.7701-4(d), with no objective to continue or engage in the conduct of
a trade or business.
3. FUNDING EXPENSES OF THE SPECIAL LITIGATION TRUST
In accordance with the Special Litigation Trust Agreement and
any agreements entered into in connection therewith, on the Effective Date, the
Debtors shall transfer such amounts of Cash as jointly determined by the Debtors
and the Creditors' Committee as necessary to fund the operations of the Special
Litigation Trust. The Debtors and the Reorganized Debtors shall have no further
obligation to provide any funding with respect to the Special Litigation Trust.
4. TRANSFER OF ASSETS
a. The transfer of the Special Litigation Trust Claims
to the Special Litigation Trust shall be made, as provided in the Plan, for the
ratable benefit of the holders of Allowed Claims in Classes 3 through 180, only
to the extent such holders in such Classes are entitled to distributions under
the Plan. In partial satisfaction of Allowed Claims in Classes 3 through 180,
the Special Litigation Trust Claims shall be transferred to such holders of
Allowed Claims, to be held by the Debtors on their behalf. Immediately
thereafter, on behalf of the holders of Allowed Claims in Classes 3 through 180,
the Debtors shall transfer such Special Litigation Trust Claims to the Special
Litigation Trust in exchange for Special Litigation Trust
524
Interests for the ratable benefit of holders of Allowed Claims in Classes 3
through 180, in accordance with the Plan. Upon the transfer of the Special
Litigation Trust Claims, the Debtors shall have no interest in or with respect
to the Special Litigation Trust Claims or the Special Litigation Trust.
b. For all federal income tax purposes, all parties
(including, without limitation, the Debtors, the Special Litigation Trustee and
the beneficiaries of the Special Litigation Trust) shall treat the transfer of
assets to the Special Litigation Trust in accordance with the terms of the Plan,
as a transfer to the holders of Allowed Claims in Classes 3 through 180,
followed by a transfer by such holders to the Special Litigation Trust and the
beneficiaries of the Special Litigation Trust shall be treated as the grantors
and owners thereof.
5. VALUATION OF ASSETS
As soon as possible after the Effective Date, but in no event
later than thirty (30) days thereafter, the Special Litigation Trust Board shall
inform, in writing, the Special Litigation Trustee of the value of the assets
transferred to the Special Litigation Trust, based on the good faith
determination of the Special Litigation Trust Board, and the Special Litigation
Trustee shall apprise, in writing, the beneficiaries of the Special Litigation
Trust of such valuation. The valuation shall be used consistently by all parties
(including the Debtors, the Reorganized Debtors, the Special Litigation Trustee
and the beneficiaries of the Special Litigation Trust) for all federal income
tax purposes.
6. LITIGATION OF ASSETS; RESPONSIBILITIES OF SPECIAL LITIGATION
TRUSTEE
a. The Special Litigation Trustee, upon direction by the
Special Litigation Trust Board and the exercise of their collective reasonable
business judgment, shall, in an expeditious but orderly manner, liquidate and
convert to Cash the assets of the Special Litigation Trust, make timely
distributions and not unduly prolong the duration of the Special Litigation
Trust. The liquidation of the Special Litigation Trust Claims may be
accomplished either through the prosecution, compromise and settlement,
abandonment or dismissal of any or all claims, rights or causes of action, or
otherwise. The Special Litigation Trustee, upon direction by the Special
Litigation Trust Board, shall have the absolute right to pursue or not to pursue
any and all claims, rights, or causes of action, as it determines is in the best
interests of the beneficiaries of the Special Litigation Trust, and consistent
with the purposes of the Special Litigation Trust, and shall have no liability
for the outcome of its decision except for any damages caused by willful
misconduct or gross negligence. The Special Litigation Trustee may incur any
reasonable and necessary expenses in liquidating and converting the assets to
Cash.
b. The Special Litigation Trustee shall be named in the
Confirmation Order or in the Special Litigation Trust Agreement and shall have
the power (i) to prosecute for the benefit of the Special Litigation Trust all
claims, rights and causes of action transferred to the Special Litigation Trust
(whether such suits are brought in the name of the Special Litigation Trust or
otherwise), and (ii) to otherwise perform the functions and take the actions
provided for or permitted herein or in any other agreement executed by the
Special Litigation Trustee pursuant to the Plan. Any and all proceeds generated
from such claims, rights, and causes of action shall be the property of the
Special Litigation Trust.
525
7. INVESTMENT POWERS
The right and power of the Special Litigation Trustee to
invest assets transferred to the Special Litigation Trust, the proceeds thereof,
or any income earned by the Special Litigation Trust, shall be limited to the
right and power to invest such assets (pending periodic distributions in
accordance with Section 23.8 of the Plan) in Cash Equivalents; provided,
however, that (a) the scope of any such permissible investments shall be limited
to include only those investments, or shall be expanded to include any
additional investments, as the case may be, that a liquidating trust, within the
meaning of Treasury Regulation Section 301.7701-4(d) may be permitted to hold,
pursuant to the Treasury Regulations, or any modification in the IRS guidelines,
whether set forth in IRS rulings, other IRS pronouncements or otherwise, and (b)
the Special Litigation Trustee may expend the assets of the Special Litigation
Trust (i) as reasonably necessary to meet contingent liabilities and to maintain
the value of the assets of the Special Litigation Trust during liquidation, (ii)
to pay reasonable administrative expenses (including, but not limited to, any
taxes imposed on the Special Litigation Trust or fees and expenses in connection
with litigation), and (iii) to satisfy other liabilities incurred or assumed by
the Special Litigation Trust (or to which the assets are otherwise subject) in
accordance with the Plan or the Special Litigation Trust Agreement; and,
provided, further, that, under no circumstances, shall the Special Litigation
Trust segregate the assets of the Special Litigation Trust on the basis of
classification of the holders of Special Litigation Trust Interests, other than
with respect to distributions to be made on account of Disputed Claims and
Disputed Equity Interests in accordance with the provisions of the Plan.
8. ANNUAL DISTRIBUTION; WITHHOLDING
The Special Litigation Trustee shall distribute at least
annually to the holders of Special Litigation Trust Interests all net cash
income plus all net cash proceeds from the liquidation of assets (including as
Cash for this purpose, all Cash Equivalents); provided, however, that the
Special Litigation Trust may retain such amounts (i) as are reasonably necessary
to meet contingent liabilities and to maintain the value of the assets of the
Special Litigation Trust during liquidation, (ii) to pay reasonable
administrative expenses (including any taxes imposed on the Special Litigation
Trust or in respect of the assets of the Special Litigation Trust), and (iii) to
satisfy other liabilities incurred or assumed by the Special Litigation Trust
(or to which the assets are otherwise subject) in accordance with the Plan or
the Special Litigation Trust Agreement. All such distributions shall be pro rata
based on the number of Special Litigation Trust Interests held by a holder
compared with the aggregate number of Special Litigation Trust Interests
outstanding, subject to the terms of the Plan and the Special Litigation Trust
Agreement. The Special Litigation Trustee may withhold from amounts
distributable to any Person any and all amounts, determined in the Special
Litigation Trustee's reasonable sole discretion, to be required by any law,
regulation, rule, ruling, directive or other governmental requirement.
9. REPORTING DUTIES
a. FEDERAL INCOME TAX. Subject to definitive guidance
from the IRS or a court of competent jurisdiction to the contrary (including the
receipt by the Special Litigation Trustee of a private letter ruling if the
Special Litigation Trustee so requests one, or the receipt of
526
an adverse determination by the IRS upon audit if not contested by the Special
Litigation Trustee), the Special Litigation Trustee shall file returns for the
Special Litigation Trust as a grantor trust pursuant to Treasury Regulation
Section 1.671-4(a). The Special Litigation Trustee shall also annually send to
each holder of a Special Litigation Trust Interest a separate statement setting
forth the holder's share of items of income, gain, loss, deduction or credit and
shall instruct all such holders to report such items on their federal income tax
returns.
b. ALLOCATIONS OF SPECIAL LITIGATION TRUST TAXABLE
INCOME. Allocations of Special Litigation Trust taxable income shall be
determined by reference to the manner in which an amount of cash equal to such
taxable income would be distributed (without regard to any restrictions on
distributions described herein) if, immediately prior to such deemed
distribution, the Special Litigation Trust had distributed all of its other
assets (valued for this purpose at their tax book value) to the holders of the
Special Litigation Trust Interests, taking into account all prior and concurrent
distributions from the Special Litigation Trust (including all distributions
held in escrow pending the resolution of Disputed Claims). Similarly, taxable
loss of the Special Litigation Trust shall be allocated by reference to the
manner in which an economic loss would be borne immediately after a liquidating
distribution of the remaining Special Litigation Trust Claims. The tax book
value of the Special Litigation Trust Claims for this purpose shall equal their
fair market value on the Effective Date or, if later, the date such assets were
acquired by the Special Litigation Trust, adjusted in either case in accordance
with tax accounting principles prescribed by the IRC, the regulations and other
applicable administrative and judicial authorities and pronouncements.
c. OTHER. The Special Litigation Trustee shall file (or
cause to be filed) any other statements, returns or disclosures relating to the
Special Litigation Trust that are required by any governmental unit.
10. TRUST IMPLEMENTATION
On the Effective Date, the Special Litigation Trust shall be
established and become effective for the benefit of Allowed Claims in Classes 3
through 180. The Special Litigation Trust Agreement shall be filed in the Plan
Supplement and shall contain provisions customary to trust agreements utilized
in comparable circumstances, including, but not limited to, any and all
provisions necessary to ensure the continued treatment of the Special Litigation
Trust as a grantor trust for federal income tax purposes. All parties (including
the Debtors, the Special Litigation Trustee and holders of Allowed Claims in
Classes 3 through 180 shall execute any documents or other instruments as
necessary to cause title to the applicable assets to be transferred to the
Special Litigation Trust.
11. REGISTRY OF BENEFICIAL INTERESTS
The Special Litigation Trustee shall maintain a registry of
the holders of Special Litigation Trust Interests.
12. TERMINATION
The Special Litigation Trust shall terminate no later than the
fifth (5th) anniversary of the Effective Date; provided, however, that, on or
prior to the date three (3)
527
months prior to such termination, the Bankruptcy Court, upon motion by a party
in interest, may extend the term of the Special Litigation Trust if it is
necessary to the liquidation of the Special Litigation Trust Claims.
Notwithstanding the foregoing, multiple extensions can be obtained so long as
Bankruptcy Court approval is obtained at least three (3) months prior to the
expiration of each extended term.
13. NET SPECIAL LITIGATION TRUST RECOVERY/ASSIGNMENT OF CLAIMS
a. NET JUDGMENT. Notwithstanding anything contained in
the Plan to the contrary, in the event that a defendant in a litigation brought
by the Special Litigation Trustee for and on behalf of the Special Litigation
Trust (i) is required by a Final Order to pay a Judgment Amount to the Special
Litigation Trust and (ii) is permitted by a Final Order to assert a Valid
Setoff, (y) such defendant shall be obligated to pay only the excess, if any, of
the amount of the Judgment Amount over the Valid Setoff and (z) none of the
Special Litigation Trust, the holders or beneficiaries of the Special Litigation
Trust Interests shall be entitled to assert a claim against the Debtors or the
Reorganized Debtors with respect to the Valid Setoff.
b. ASSIGNMENT. Notwithstanding anything contained herein
to the contrary, in the event that a compromise and settlement of a Special
Litigation Trust Claim or a Final Order with respect to a Special Litigation
Trust Claim provides for a waiver, subordination or disallowance of a
defendant's Claim or Claims against one or more of the Debtors, for purposes of
computing amounts of distributions, (i) such claim shall be deemed allowed in
the amount determined by the Bankruptcy Court by Final Order, (ii) such
defendant shall be deemed to have assigned such Claim or Claims and right to
receive distributions in accordance with the Plan to the Special Litigation
Trust, and (iii) such defendant shall not be entitled to receive distributions
from the Special Litigation Trust on account thereof.
c. MULTIPLE RECOVERIES. In the event that any avoidance
or recovery action commenced in accordance with sections 541, 544, 545, 547,
548, 549, 550, 551 and 553 of the Bankruptcy Code is compromised and settled in
connection with a Special Litigation Trust Claim, the proceeds of any recovery,
waiver, subordination or disallowance resulting from such compromise and
settlement shall be allocated first to the Debtor or Debtors entitled to
recovery in accordance with Section 28.1 of the Plan and then to the Litigation
Trust.
XII. EQUITY TRUSTS
CAPITALIZED TERMS USED THROUGHOUT THIS DISCLOSURE STATEMENT ARE DEFINED
IN APPENDIX A: "MATERIAL DEFINED TERMS FOR ENRON DISCLOSURE STATEMENT" ATTACHED
HERETO.
A. PREFERRED EQUITY TRUST
1. ESTABLISHMENT OF THE TRUST
On or after the Confirmation Date, but prior to the Effective
Date, the Debtors, on their own behalf and on behalf of holders of Allowed
Equity Interests in Class 383, shall execute the Preferred Equity Trust
Agreement and shall take all other steps necessary to establish the Preferred
Equity Trust. On such date of execution, or as soon as practicable thereafter,
including, without limitation, subject to appropriate or required governmental,
agency or other
528
consents, and in accordance with and pursuant to the terms of Section 26.4 of
the Plan, the Debtors shall issue to the Preferred Equity Trust the Exchanged
Enron Preferred Stock subject to the Preferred Equity Trust Agreement.
Notwithstanding anything contained herein to the contrary, there shall be
separate classes of Preferred Equity Trust Interests that (a) separately reflect
the distributions and other economic entitlements and (b) maintain the following
order of priority with respect to the separate classes of Exchanged Preferred
Equity Interests contributed: (1) Series 1 Exchanged Preferred Stock and Series
2 Exchanged Preferred Stock on a pari passu basis; (2) Series 3 Exchanged
Preferred Stock; and (3) Series 4 Exchanged Preferred Stock.
2. PURPOSE OF THE PREFERRED EQUITY TRUST
The Preferred Equity Trust shall be established for the sole
purpose of holding the Exchanged Enron Preferred Stock in accordance with
Treasury Regulation Section 301.7701-4(d) and the terms and provisions of the
Preferred Equity Trust Agreement. Without limiting the foregoing, the Preferred
Equity Trust Agreement shall provide that, to the extent that the Preferred
Equity Trust receives Cash distributions under the Plan in respect of a
particular class of Exchanged Preferred Equity Interests, it will redistribute
such Cash to the holders of the separate class of Preferred Equity Trust
Interests that corresponds to such class of Exchanged Preferred Equity
Interests, but in no event will any holder of Preferred Equity Trust Interests
receive a distribution of Exchanged Enron Preferred Stock.
3. FUNDING EXPENSES OF THE PREFERRED EQUITY TRUST
In accordance with the Preferred Equity Trust Agreement and
any agreements entered into in connection therewith, on the Effective Date, the
Debtors shall have no obligation to provide any funding with respect to any of
the Preferred Equity Trust.
4. TRANSFER OF PREFERRED STOCK
a. The issuance of the Exchanged Enron Preferred Stock
to the Preferred Equity Trust shall be made, as provided in the Plan, for the
benefit of the holders of Allowed Enron Preferred Equity Interests in Class 383.
b. For all federal income tax purposes, all parties
(including, without limitation, the Debtors, the Preferred Equity Trustee and
the beneficiaries of the Preferred Equity Trust) shall treat the issuance of the
Exchanged Enron Preferred Stock to the respective Preferred Equity Trust in
accordance with the terms of the Plan, as an issuance to the holders of Allowed
Enron Preferred Equity Interests in Class 383, followed by a transfer by such
holders to the Preferred Equity Trust and the beneficiaries of the Preferred
Equity Trust shall be treated as the grantors and owners thereof.
5. INVESTMENT POWERS
The right and power of the Preferred Equity Trustee to invest
assets transferred to the Preferred Equity Trust, the proceeds thereof, or any
income earned by the Preferred Equity Trust, shall be limited to the right and
power to invest such assets (pending periodic distributions in accordance with
Section 26.6 of the Plan) in Cash Equivalents; provided, however, that (a) the
scope of any such permissible investments shall be limited to include only those
investments, or
529
shall be expanded to include any additional investments, as the case may be,
that a liquidating trust, within the meaning of Treasury Regulation Section
301.7701-4(d) may be permitted to hold, pursuant to the Treasury Regulations, or
any modification in the IRS guidelines, whether set forth in IRS rulings, other
IRS pronouncements or otherwise, and (b) the Preferred Equity Trustee may expend
the assets of the Preferred Equity Trust (i) as reasonably necessary to meet
contingent liabilities and to maintain the value of the assets of the Preferred
Equity Trust during liquidation, (ii) to pay reasonable administrative expenses
(including, but not limited to, any taxes imposed on the Preferred Equity Trust
or fees and expenses in connection with litigation), and (iii) to satisfy other
liabilities incurred or assumed by the Preferred Equity Trust (or to which the
assets are otherwise subject) in accordance with the Plan or the Preferred
Equity Trust Agreement; and, provided, further, that, under no circumstances,
shall the Preferred Equity Trust segregate the assets of the Preferred Equity
Trust on the basis of classification of the holders of Preferred Equity Trust
Interests, other than with respect to distributions to be made on account of
Disputed Claims and Disputed Equity Interests in accordance with the provisions
hereof.
6. ANNUAL DISTRIBUTION; WITHHOLDING
The Preferred Equity Trustee shall distribute at least
annually to the holders of each class of Preferred Equity Trust Interests all
net cash income plus all net cash proceeds from the liquidation of assets
(including as Cash for this purpose, all Cash Equivalents) attributable to such
class; provided, however, that the Preferred Equity Trust may retain such
amounts (i) as are reasonably necessary to meet contingent liabilities and to
maintain the value of the assets of the Preferred Equity Trust during
liquidation, (ii) to pay reasonable administrative expenses (including any taxes
imposed on the Preferred Equity Trust or in respect of the assets of the
Preferred Equity Trust), and (iii) to satisfy other liabilities incurred or
assumed by the Preferred Equity Trust (or to which the assets are otherwise
subject) in accordance with the Plan or the Preferred Equity Trust Agreement.
All such distributions with respect to a given class of Preferred Equity Trust
Interests shall be pro rata based on the number of Preferred Equity Trust
Interests of such class held by a holder compared with the aggregate number of
Preferred Equity Trust Interests of such class outstanding, subject to the terms
of the Plan and the respective Preferred Equity Trust Agreement. The Preferred
Equity Trustee may withhold from amounts distributable to any Person any and all
amounts, determined in the Preferred Equity Trustee's reasonable sole
discretion, to be required by any law, regulation, rule, ruling, directive or
other governmental requirement. Notwithstanding the foregoing, any distributions
to be made on account of the separate classes of Preferred Equity Trust
Interests shall be made in the following order of priority with respect to the
separate classes of Exchanged Preferred Equity Interests contributed: (1) Series
1 Exchanged Preferred Stock and Series 2 Exchanged Preferred Stock on a pari
passu basis; (2) Series 3 Exchanged Preferred Stock; and (3) Series 4 Exchanged
Preferred Stock.
7. REPORTING DUTIES
a. FEDERAL INCOME TAX. Subject to definitive guidance
from the IRS or a court of competent jurisdiction to the contrary (including the
receipt by the Preferred Equity Trustee of a private letter ruling if the
Preferred Equity Trustee so requests one, or the receipt of an adverse
determination by the IRS upon audit if not contested by the Preferred Equity
Trustee), the Preferred Equity Trustee shall file returns for the Preferred
Equity Trust as a grantor trust
530
(consisting of separate shares for each class of Exchanged Enron Preferred Stock
owned by the Preferred Equity Trust) pursuant to Treasury Regulation Section
1.671-4(a). The Preferred Equity Trustee shall also annually send to each holder
of a Preferred Equity Trust Interest a separate statement setting forth the
holder's share of items of income, gain, loss, deduction or credit and shall
instruct all such holders to report such items on their federal income tax
returns.
b. ALLOCATIONS OF PREFERRED EQUITY TRUST TAXABLE INCOME.
Allocations of Preferred Equity Trust taxable income shall be determined by
reference to the manner in which an amount of cash equal to such taxable income
would be distributed (without regard to any restrictions on distributions
described herein) if, immediately prior to such deemed distribution, the
Preferred Equity Trust had distributed all of its other assets (valued for this
purpose at their tax book value) to the holders of the Preferred Equity Trust
Interests (treating any holder of a Disputed Claim, for this purpose, as a
current holder of a Preferred Equity Trust Interest entitled to distributions),
taking into account all prior and concurrent distributions from the Preferred
Equity Trust (including all distributions held in escrow pending the resolution
of Disputed Claims). Similarly, taxable loss of the Preferred Equity Trust shall
be allocated by reference to the manner in which an economic loss would be borne
immediately after a liquidating distribution of the remaining assets of the
Preferred Equity Trust. The tax book value of the assets of the Preferred Equity
Trust for this purpose shall equal their fair market value on the date the
Preferred Equity Trust was created or, if later, the date such assets were
acquired by the Preferred Equity Trust, adjusted in either case in accordance
with tax accounting principles prescribed by the IRC, the regulations and other
applicable administrative and judicial authorities and pronouncements.
c. OTHER. The Preferred Equity Trustee shall file (or
cause to be filed) any other statements, returns or disclosures relating to the
Preferred Equity Trust that are required by any governmental unit.
8. TRUST IMPLEMENTATION
On the Effective Date, the Preferred Equity Trust shall be
established and become effective for the benefit of Allowed Enron Preferred
Equity Interests in Class 383. The Preferred Equity Trust Agreement shall be
filed in the Plan Supplement and shall contain provisions customary to trust
agreements utilized in comparable circumstances, including, but not limited to,
any and all provisions necessary to ensure the continued treatment of the
Preferred Equity Trust as a grantor trust for federal income tax purposes. All
parties (including the Debtors, the Preferred Equity Trustee and holders of
Allowed Enron Preferred Equity Interests in Class 383) shall execute any
documents or other instruments as necessary to cause title to the applicable
assets to be transferred to the Preferred Equity Trust.
9. REGISTRY OF BENEFICIAL INTERESTS
The Preferred Equity Trustee shall maintain a registry of the
holders of Preferred Equity Trust Interests.
10. TERMINATION
531
The Preferred Equity Trust shall terminate no later than the
third (3rd) anniversary of the Confirmation Date; provided, however, that, on or
prior to the date three (3) months prior to such termination, the Bankruptcy
Court, upon motion by a party in interest, may extend the term of the Preferred
Equity Trust if it is necessary to the liquidation of the assets of Preferred
Equity Trust. Notwithstanding the foregoing, multiple extensions can be obtained
so long as Bankruptcy Court approval is obtained at least three (3) months prior
to the expiration of each extended term; provided, however, that the aggregate
of all such extensions shall not exceed three (3) years from and after the third
(3rd) anniversary of the Confirmation Date.
11. NON-TRANSFERABILITY OR CERTIFICATION
Upon the creation of the Preferred Equity Trust, the Preferred
Equity Trust Interests shall be allocated on the books and records of the
Preferred Equity Trust to the appropriate holders thereof, but the Preferred
Equity Trust Interests shall not be certificated and shall not be transferable
by the holder thereof except through the laws of descent or distribution.
B. COMMON EQUITY TRUST
1. ESTABLISHMENT OF THE TRUSTS. On or after the Confirmation
Date, but prior to the Effective Date, the Debtors, on their own behalf and on
behalf of holders of Allowed Enron Common Equity Interests in Class 384, shall
execute the Common Equity Trust Agreement and shall take all other steps
necessary to establish the respective Common Equity Trust. On such date of
execution, or as soon as practicable thereafter, including, without limitation,
subject to appropriate or required governmental, agency or other consents, and
in accordance with and pursuant to the terms of Section 27.4 of the Plan, the
Debtors shall issue to the Common Equity Trust the Exchanged Enron Common Stock
subject to the Common Equity Trust Agreement.
2. PURPOSE OF THE COMMON EQUITY TRUST. The Common Equity Trust
shall be established for the sole purpose of holding the Exchanged Enron Common
Stock in accordance with Treasury Regulation Section 301.7701-4(d) and the terms
and provisions of the Common Equity Trust Agreement. Without limiting the
foregoing, the Common Equity Trust Agreement shall provide that, to the extent
that the Common Equity Trust receives Cash distributions under the Plan, it will
redistribute such Cash to the holders to the Common Equity Trust Interests, but
in no event will any holder of Common Equity Trust Interests receive a
distribution of Exchanged Enron Common Stock.
3. FUNDING EXPENSES OF THE COMMON EQUITY TRUST. In accordance
with the Common Equity Trust Agreement and any agreements entered into in
connection therewith, on the Effective Date, the Debtors shall have no
obligation to provide any funding with respect to any of the Common Equity
Trust.
4. TRANSFER OF COMMON STOCK
a. The issuance of the Exchanged Enron Common Stock to
the Common Equity Trust shall be made, as provided in the Plan, for the benefit
of the holders of Allowed Enron Common Equity Interests in Class 384.
532
b. For all federal income tax purposes, all parties
(including, without limitation, the Debtors, the Common Equity Trustee and the
beneficiaries of the Common Equity Trust) shall treat the issuance of the
Exchanged Enron Common Stock to the respective Common Equity Trust in accordance
with the terms of the Plan, as an issuance to the holders of Allowed Enron
Common Equity Interests in Class 384, followed by a transfer by such holders to
the Common Equity Trust and the beneficiaries of the Common Equity Trust shall
be treated as the grantors and owners thereof.
5. INVESTMENT POWERS. The right and power of the Common Equity
Trustee to invest assets transferred to the Common Equity Trust, the proceeds
thereof, or any income earned by the Common Equity Trust, shall be limited to
the right and power to invest such assets (pending periodic distributions in
accordance with Section 27.6 of the Plan) in Cash Equivalents; provided,
however, that (a) the scope of any such permissible investments shall be limited
to include only those investments, or shall be expanded to include any
additional investments, as the case may be, that a liquidating trust, within the
meaning of Treasury Regulation Section 301.7701-4(d) may be permitted to hold,
pursuant to the Treasury Regulations, or any modification in the IRS guidelines,
whether set forth in IRS rulings, other IRS pronouncements or otherwise, and (b)
the Common Equity Trustee may expend the assets of the Common Equity Trust (i)
as reasonably necessary to meet contingent liabilities and to maintain the value
of the assets of the Common Equity Trust during liquidation, (ii) to pay
reasonable administrative expenses (including, but not limited to, any taxes
imposed on the Common Equity Trust or fees and expenses in connection with
litigation), and (iii) to satisfy other liabilities incurred or assumed by the
Common Equity Trust (or to which the assets are otherwise subject) in accordance
with the Plan or the Common Equity Trust Agreement; and, provided, further,
that, under no circumstances, shall the Common Equity Trust segregate the assets
of the Common Equity Trust on the basis of classification of the holders of
Common Equity Trust Interests, other than with respect to distributions to be
made on account of Disputed Claims and Disputed Equity Interests in accordance
with the provisions of the Plan.
6. ANNUAL DISTRIBUTION; WITHHOLDING. The Common Equity Trustee
shall distribute at least annually to the holders of Common Equity Trust
Interests all net cash income plus all net cash proceeds from the liquidation of
assets (including as Cash for this purpose, all Cash Equivalents); provided,
however, that the Common Equity Trust may retain such amounts (i) as are
reasonably necessary to meet contingent liabilities and to maintain the value of
the assets of the Common Equity Trust during liquidation, (ii) to pay reasonable
administrative expenses (including any taxes imposed on the Common Equity Trust
or in respect of the assets of the Common Equity Trust), and (iii) to satisfy
other liabilities incurred or assumed by the Common Equity Trust (or to which
the assets are otherwise subject) in accordance with the Plan or the Common
Equity Trust Agreement. All such distributions shall be pro rata based on the
number of Common Equity Trust Interests held by a holder compared with the
aggregate number of Common Equity Trust Interests outstanding, subject to the
terms of the Plan and the respective Common Equity Trust Agreement. The Common
Equity Trustee may withhold from amounts distributable to any Person any and all
amounts, determined in the Common Equity Trustee's reasonable sole discretion,
to be required by any law, regulation, rule, ruling, directive or other
governmental requirement.
7. REPORTING DUTIES
533
a. FEDERAL INCOME TAX. Subject to definitive guidance
from the IRS or a court of competent jurisdiction to the contrary (including the
receipt by the Common Equity Trustee of a private letter ruling if the Common
Equity Trustee so requests one, or the receipt of an adverse determination by
the IRS upon audit if not contested by the Common Equity Trustee), the Common
Equity Trustee shall file returns for the Common Equity Trust as a grantor trust
pursuant to Treasury Regulation Section 1.671-4(a). The Common Equity Trustee
shall also annually send to each holder of a Common Equity Trust Interest a
separate statement setting forth the holder's share of items of income, gain,
loss, deduction or credit and shall instruct all such holders to report such
items on their federal income tax returns.
b. ALLOCATIONS OF COMMON EQUITY TRUST TAXABLE INCOME.
Allocations of Common Equity Trust taxable income shall be determined by
reference to the manner in which an amount of cash equal to such taxable income
would be distributed (without regard to any restrictions on distributions
described in the Plan) if, immediately prior to such deemed distribution, the
Common Equity Trust had distributed all of its other assets (valued for this
purpose at their tax book value) to the holders of the Common Equity Trust
Interests (treating any holder of a Disputed Claim, for this purpose, as a
current holder of a Common Equity Trust Interest entitled to distributions),
taking into account all prior and concurrent distributions from the Common
Equity Trust (including all distributions held in escrow pending the resolution
of Disputed Claims). Similarly, taxable loss of the Common Equity Trust shall be
allocated by reference to the manner in which an economic loss would be borne
immediately after a liquidating distribution of the remaining assets of the
Common Equity Trust. The tax book value of the assets of the Common Equity Trust
for this purpose shall equal their fair market value on the date the Common
Equity Trust was created or, if later, the date such assets were acquired by the
Common Equity Trust, adjusted in either case in accordance with tax accounting
principles prescribed by the IRC, the regulations and other applicable
administrative and judicial authorities and pronouncements.
c. OTHER. The Common Equity Trustee shall file (or cause
to be filed) any other statements, returns or disclosures relating to the Common
Equity Trust that are required by any governmental unit.
8. TRUST IMPLEMENTATION. On the Effective Date, the Common Equity
Trust shall be established and become effective for the benefit of Allowed Enron
Common Equity Interests in Class 384. The Common Equity Trust Agreement shall be
filed in the Plan Supplement and shall contain provisions customary to trust
agreements utilized in comparable circumstances, including, but not limited to,
any and all provisions necessary to ensure the continued treatment of the Common
Equity Trust as a grantor trust for federal income tax purposes. All parties
(including the Debtors, the Common Equity Trustee and holders of Allowed Enron
Common Equity Interests in Class 384 shall execute any documents or other
instruments as necessary to cause title to the applicable assets to be
transferred to the Common Equity Trust.
9. REGISTRY OF BENEFICIAL INTERESTS. The Common Equity Trustee
shall maintain a registry of the holders of Common Equity Trust Interests.
10. TERMINATION. The Common Equity Trust shall terminate no later
than the third (3rd) anniversary of the Confirmation Date; provided, however,
that, on or prior to the date three
534
(3) months prior to such termination, the Bankruptcy Court, upon motion by a
party in interest, may extend the term of the Common Equity Trust if it is
necessary to the liquidation of the assets of Common Equity Trust.
Notwithstanding the foregoing, multiple extensions can be obtained so long as
Bankruptcy Court approval is obtained at least three (3) months prior to the
expiration of each extended term; provided, however, that the aggregate of all
such extensions shall not exceed three (3) years from and after the third (3rd)
anniversary of the Confirmation Date.
11. NON-TRANSFERABILITY OR CERTIFICATION. Upon the creation of the
Common Equity Trust, the Common Equity Trust Interests shall be allocated on the
books and records of the Common Equity Trust to the appropriate holders thereof,
but the Common Equity Trust Interests shall not be certificated and shall not be
transferable by the holder thereof except through the laws of descent or
distribution.
XIII. SECURITIES LAWS MATTERS
CAPITALIZED TERMS USED THROUGHOUT THIS DISCLOSURE STATEMENT ARE DEFINED
IN APPENDIX A: "MATERIAL DEFINED TERMS FOR ENRON DISCLOSURE STATEMENT" ATTACHED
HERETO.
Holders of Allowed General Unsecured Claims, Allowed Enron
Guaranty Claims, Allowed Wind Guaranty Claims, and Allowed Intercompany Claims
will receive shares of Prisma Common Stock, CrossCountry Common Stock, and PGE
Common Stock to the extent not sold or subject to a purchase agreement in a Sale
Transaction, and the holders of Allowed Claims in Classes 3 through 178 will
receive Litigation Trust Interests and Special Litigation Trust Interests,
pursuant, and subject, to the Plan. The initial issuance of PGE Common Stock,
CrossCountry Common Stock, and Prisma Common Stock may not occur for an
indeterminate number of months after the Effective Date of the Plan because such
issuance will be subject to the following conditions with respect to each issuer
of such securities: (i) General Unsecured Claims shall have been allowed in an
amount that would result in the distribution of 30% of the common stock of such
issuer, (ii) sufficient financial information shall be available for the issuer
of such Plan Securities to comply with applicable securities laws, and (iii) the
necessary consents to issue such common stock shall have been obtained. Section
1145 of the Bankruptcy Code provides certain exemptions from the securities
registration requirements of federal and state securities laws with respect to
the distribution of securities under a plan of reorganization.
A. ISSUANCE AND RESALE OF PGE COMMON STOCK, CROSSCOUNTRY COMMON STOCK,
PRISMA COMMON STOCK, LITIGATION TRUST INTERESTS AND SPECIAL LITIGATION
TRUST INTERESTS UNDER THE PLAN
In reliance upon section 1145 of the Bankruptcy Code, the
offer and issuance of PGE Common Stock, CrossCountry Common Stock, and Prisma
Common Stock to the holders of the Allowed General Unsecured Claims, Allowed
Enron Guaranty Claims, Allowed Wind Guaranty Claims, and Allowed Intercompany
Claims, and the issuance of the Litigation Trust Interests and Special
Litigation Trust Interests to the holders of Allowed Claims in Classes 3 through
180, will be exempt from the registration requirements of the Securities Act and
equivalent provisions in state securities laws. Section 1145(a) of the
Bankruptcy Code generally exempts from these registration requirements the
issuance of securities if the following conditions are satisfied: (i) the
securities are issued or sold under a chapter 11 plan by (A) a
535
debtor, (B) one of its affiliates participating in a joint plan with the debtor,
or (C) a successor to a debtor under the plan; and (ii) the securities are
issued entirely in exchange for a claim against or interest in the debtor or
such affiliate, or are issued principally in such exchange and partly for cash
or property. The Debtors believe that the exchange of the Allowed General
Unsecured Claims, Allowed Enron Guaranty Claims, Allowed Wind Guaranty Claims,
and Allowed Intercompany Claims, and of the Claims in Classes 3 through 180
under the circumstances described in the Plan will satisfy the requirements of
section 1145(a) of the Bankruptcy Code.
The PGE Common Stock, CrossCountry Common Stock, Prisma Common
Stock, Litigation Trust Interests, and Special Litigation Trust Interests will
be deemed to have been issued in a public offering under the Securities Act and,
therefore, may be resold by any holder thereof without registration under the
Securities Act pursuant to the exemption provided by section 4(1) thereof,
unless the holder is an "underwriter" with respect to such securities, as that
term is defined in section 1145(b)(1) of the Bankruptcy Code. In addition, the
PGE Common Stock, CrossCountry Common Stock, Prisma Common Stock, Litigation
Trust Interests, and Special Litigation Trust Interests generally may be resold
by the holders thereof without registration under state securities or "blue sky"
laws pursuant to various exemptions provided by the respective laws of the
individual states. However, holders of PGE Common Stock, CrossCountry Common
Stock, Prisma Common Stock, Litigation Trust Interests, and Special Litigation
Trust Interests are advised to consult with their own counsel as to the
availability of any such exemption from registration under federal securities
laws and any relevant state securities laws in any given instance and as to any
applicable requirements or conditions to the availability thereof.
Section 1145(b)(i) of the Bankruptcy Code defines
"underwriter" for purposes of the Securities Act as one who (a) purchases a
claim or interest with a view to distribution of any security to be received in
exchange for the claim or interest, (b) offers to sell securities issued under a
plan for the holders of such securities, or (c) offers to buy securities issued
under a plan from persons receiving such securities, if the offer to buy is made
with a view to distribution of such securities and under an agreement made in
connection with the plan, with the consummation of the plan, or with the offer
or sale of securities under the plan, or (d) is an issuer of the securities
within the meaning of section 2(a)(11) of the Securities Act.
An entity is not an "underwriter" under section 2(a)(11) of
the Securities Act with regard to securities received under Section 1145(a)(1),
in "ordinary trading transactions" made on a national securities exchange or a
NASDAQ market. However, there can be no assurances that such securities will be
listed on an exchange or NASDAQ market. What constitutes "ordinary trading
transactions" within the meaning of section 1145 of the Bankruptcy Code is the
subject of interpretive letters by the staff of the SEC. Generally, ordinary
trading transactions are those that do not involve (i) concerted activity by
recipients of securities under a plan of reorganization, or by distributors
acting on their behalf, in connection with the sale of such securities, (ii) use
of informational documents in connection with the sale other than the disclosure
statement relating to the plan, any amendments thereto, and reports filed by the
issuer with the SEC under the Exchange Act, or (iii) payment of special
compensation to brokers or dealers in connection with the sale.
536
With respect to clause (d) in the third paragraph of this
Section XIII.A., "Issuance and Resale of PGE Common Stock, CrossCountry Common
Stock, Prisma Common Stock, Litigation Trust Interests and Special Litigation
Trust Interests Under the Plan", an "issuer" of PGE Common Stock, CrossCountry
Common Stock, Prisma Common Stock, Litigation Trust Interests, or Special
Litigation Trust Interests includes any person who, directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under
common control with, an issuer of PGE Common Stock, CrossCountry Common Stock,
Prisma Common Stock, the Litigation Trust Interests, or Special Litigation Trust
Interests. "Control" (as defined in Rule 405 under the Securities Act) means the
possession, whether directly or indirectly, of the power to direct or cause the
direction of the management and policies of a person, whether through the
ownership of voting securities, by contract or otherwise. Accordingly, an
officer, director or trustee (if applicable) of an issuer of PGE Common Stock,
CrossCountry Common Stock, Prisma Common Stock, Litigation Trust Interests, or
Special Litigation Trust Interests may be deemed to be a "control" person of an
issuer of PGE Common Stock, CrossCountry Common Stock, Prisma Common Stock,
Litigation Trust Interests, or Special Litigation Trust Interests, respectively,
particularly if the management position or directorship is coupled with
ownership of a significant percentage of the voting securities of such issuer.
Additionally, the legislative history of section 1145 of the Bankruptcy Code
provides that a creditor who receives at least 10% of the voting securities of
an issuer under a plan of reorganization will be presumed to be a statutory
underwriter within the meaning of section 1145(b)(i) of the Bankruptcy Code.
The Debtors have begun the process of dissolving certain
non-Debtor subsidiaries. In conjunction with these dissolutions, in some
instances, the dissolved entity has transferred, or will transfer, to its
creditors Claims that the dissolved entity held against one or more of the
Debtors. For purposes of determining whether a recipient of Plan Securities with
respect to such Claims is an "issuer" of Plan Securities under section
1145(b)(1) of the Bankruptcy Code, the new holder of such Claims will be deemed
to have the same status as the dissolved entity. Accordingly, even if the holder
of such Claims is not controlling, controlled by, or under common control with
PGE, CrossCountry, or Prisma, it may be deemed an underwriter of the Plan
Securities received with respect to such Claims.
Resales of PGE Common Stock, CrossCountry Common Stock, Prisma
Common Stock, Litigation Trust Interests, or Special Litigation Trust Interests
by persons deemed to be statutory underwriters will not be exempt from the
registration requirements under the Securities Act or other applicable law by
virtue of section 1145 of the Bankruptcy Code. Because the issuers of the PGE
Common Stock, CrossCountry Common Stock, Prisma Common Stock, Litigation Trust
Interests, and Special Litigation Trust Interests do not propose to register any
of the PGE Common Stock, CrossCountry Common Stock, Prisma Common Stock,
Litigation Trust Interests, and Special Litigation Trust Interests under the
Securities Act, persons deemed to be statutory underwriters must either have the
PGE Common Stock, CrossCountry Common Stock, Prisma Common Stock, Litigation
Trust Interests, or Special Litigation Trust Interests, as the case may be, held
by them registered for resale with the SEC or use an available exemption from
registration.
Under certain circumstances, persons having a control
relationship with the applicable issuer of the PGE Common Stock, CrossCountry
Common Stock, Prisma Common Stock, Litigation Trust Interests, or Special
Litigation Trust Interests may be entitled to resell
537
their securities pursuant to the limited safe harbor resale provisions of Rule
144 of the Securities Act, to the extent available, and in compliance with
applicable state and foreign securities laws. Generally, Rule 144 of the
Securities Act provides that persons who are affiliates of an issuer who resell
securities will not be deemed to be underwriters if certain conditions are met.
These conditions include the requirement that current public information with
respect to the issuer be available, a limitation as to the amount of securities
that may be sold in any three month period, the requirement that the securities
be sold in a "brokers transaction" or in a transaction directly with a "market
maker" and that notice of the resale be filed with the SEC. The Debtors cannot
assure, however, that adequate current public information will exist with
respect to any issuer of PGE Common Stock, CrossCountry Common Stock, Prisma
Common Stock, Litigation Trust Interests, or Special Litigation Trust Interests
and, therefore, that the safe harbor provisions of Rule 144 of the Securities
Act will be available.
Pursuant to the Plan, certificates evidencing PGE Common
Stock, CrossCountry Common Stock, Prisma Common Stock, Litigation Trust
Interests, or Special Litigation Trust Interests received by any person whom the
issuer of the PGE Common Stock, CrossCountry Common Stock, Prisma Common Stock,
Litigation Trust Interests, or Special Litigation Trust Interests determines to
be a person deemed to be a statutory underwriter will bear a legend
substantially in the form below:
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR
OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND
APPLICABLE STATE SECURITIES LAWS OR UNLESS THE [COMPANY] [TRUSTEE] RECEIVES AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH REGISTRATION OR
QUALIFICATION IS NOT REQUIRED."
Any Person entitled to receive PGE Common Stock, CrossCountry
Common Stock, Prisma Common Stock, Litigation Trust Interests, or Special
Litigation Trust Interests whom the issuer of PGE Common Stock, CrossCountry
Common Stock, Prisma Common Stock, Litigation Trust Interests, or Special
Litigation Trust Interests determines to be a person deemed to be a statutory
underwriter may instead receive certificates evidencing PGE Common Stock,
CrossCountry Common Stock, Prisma Common Stock, Litigation Trust Interests, or
Special Litigation Trust Interests without such legend if, prior to the
distribution of such securities, such Person delivers to such issuer (i) an
opinion of counsel reasonably satisfactory to such issuer to the effect that the
PGE Common Stock, CrossCountry Common Stock, Prisma Common Stock, Litigation
Trust Interests, or Special Litigation Trust Interests to be received by such
Person are not subject to the restrictions applicable to "underwriters" under
section 1145 of the Bankruptcy Code and may be sold without registration under
the Securities Act and (ii) a certification that such person or entity is not an
"underwriter" within the meaning of section 1145 of the Bankruptcy Code.
Any holder of a certificate evidencing PGE Common Stock,
CrossCountry Common Stock, Prisma Common Stock, Litigation Trust Interests, or
Special Litigation Trust Interests bearing such legend may present such
certificate to the transfer agent for such securities
538
for exchange for one or more new certificates not bearing such legend or for
transfer to a new holder without such legend at such time as (i) the applicable
securities are sold pursuant to an effective registration statement under the
Securities Act, (ii) such holder delivers to the issuer of the applicable
securities an opinion of counsel reasonably satisfactory to such issuer to the
effect that such securities are no longer subject to the restrictions applicable
to "underwriters" under section 1145 of the Bankruptcy Code, or (iii) such
holder delivers to the issuer of the applicable securities an opinion of counsel
reasonably satisfactory to such issuer to the effect that such securities are no
longer subject to such restrictions pursuant to an exemption under the
Securities Act and such securities may be sold without registration under the
Securities Act or to the effect that such transfer is exempt from registration
under the Securities Act, in which event the certificate issued to the
transferee shall not bear such legend.
IN VIEW OF THE COMPLEX, SUBJECTIVE NATURE OF THE QUESTION OF
WHETHER A RECIPIENT OF PGE COMMON STOCK, CROSSCOUNTRY COMMON STOCK, PRISMA
COMMON STOCK, LITIGATION TRUST INTERESTS, OR Special Litigation Trust Interests
MAY BE AN UNDERWRITER OR AN AFFILIATE OF AN ISSUER, THE DEBTORS MAKE NO
REPRESENTATIONS CONCERNING THE RIGHT OF ANY PERSON TO TRADE IN SECURITIES TO BE
DISTRIBUTED PURSUANT TO THE PLAN. ACCORDINGLY, THE DEBTORS RECOMMEND THAT
POTENTIAL RECIPIENTS OF PGE COMMON STOCK, CROSSCOUNTRY COMMON STOCK, PRISMA
COMMON STOCK, LITIGATION TRUST INTERESTS, AND SPECIAL LITIGATION TRUST INTERESTS
CONSULT THEIR OWN COUNSEL CONCERNING WHETHER THEY MAY FREELY TRADE SUCH PGE
COMMON STOCK, CROSSCOUNTRY COMMON STOCK, PRISMA COMMON STOCK, LITIGATION TRUST
INTERESTS, OR SPECIAL LITIGATION TRUST INTERESTS.
B. REMAINING ASSET TRUST, PREFERRED EQUITY TRUST, COMMON EQUITY TRUST AND
OPERATING TRUSTS
The interests in the Remaining Asset Trust, Preferred Equity
Trust and Common Equity Trust and, if created, the Operating Trusts, will be
allocated on the Effective Date to the applicable holders. Such interests will
not be certificated or transferable, except through the laws of descent or
distribution. Distributions, if any, to holders of the interests in the
Remaining Asset Trust, Preferred Equity Trust, and Common Equity Trust will be
limited to cash.
XIV. RISK FACTORS AND OTHER FACTORS TO BE CONSIDERED
CAPITALIZED TERMS USED THROUGHOUT THIS DISCLOSURE STATEMENT ARE DEFINED
IN APPENDIX A: "MATERIAL DEFINED TERMS FOR ENRON DISCLOSURE STATEMENT" ATTACHED
HERETO.
PRIOR TO VOTING TO ACCEPT OR REJECT THE PLAN, HOLDERS OF IMPAIRED CLAIMS
ENTITLED TO VOTE ON THE PLAN SHOULD READ AND CAREFULLY CONSIDER EACH OF THE
FACTORS SET FORTH BELOW, AS WELL AS OTHER INFORMATION SET FORTH IN THIS
DISCLOSURE STATEMENT AND THE DOCUMENTS DELIVERED TOGETHER HEREWITH AND/OR
INCORPORATED BY REFERENCE HEREIN.
539
THE RISKS AND UNCERTAINTIES DESCRIBED BELOW SHOULD NOT BE REGARDED AS
CONSTITUTING THE ONLY RISKS INVOLVED IN CONNECTION WITH THE PLAN AND ITS
IMPLEMENTATION.
A. BANKRUPTCY RISKS
1. RISK OF NON-CONFIRMATION OF THE PLAN
Although the Debtors believe that the Plan will satisfy all
requirements necessary for confirmation by the Bankruptcy Court (including,
without limitation, satisfaction of secured, priority and administrative claims
in accordance with the Bankruptcy Code), there can be no assurance that the
Bankruptcy Court will reach the same conclusion. Moreover, there can be no
assurance that modifications to the Plan will not be required for confirmation
or that such modifications will not necessitate the re-solicitation of votes. In
particular, the Plan embodies various settlements and compromises and there can
be no assurance that the Bankruptcy Court will approve such settlements and
compromises as part of the confirmation of the Plan.
2. NON-CONSENSUAL CONFIRMATION
In the event any impaired Class of Claims does not accept the
Plan, the Bankruptcy Court may nevertheless confirm the Plan at the Debtors'
request if at least one impaired Class has accepted the Plan (such acceptance
being determined without including the vote of any "insider" in such Class), and
as to each impaired Class that has not accepted the Plan, if the Bankruptcy
Court determines that the Plan "does not discriminate unfairly" and is "fair and
equitable" with respect to the dissenting impaired classes. Refer to Section
XIX., "Confirmation Of The Plan" for further information. The Debtors believe
that the Plan satisfies these requirements.
3. RISK OF NON-OCCURRENCE OR DELAYED OCCURRENCE OF THE EFFECTIVE
DATE
Although the Debtors believe that the Effective Date will
occur after the Confirmation Date following satisfaction of any applicable
conditions precedent, there can be no assurance as to the timing of the
Effective Date. If the conditions precedent to the Effective Date set forth in
the Plan have not occurred or been waived by the Debtors, then the Confirmation
Order will be vacated, in which event no distributions would be made under the
Plan, the Debtors and all holders of Claims and Equity Interests would be
restored to the status quo ante as of the day immediately preceding the
Confirmation Date, and the Debtors' obligations with respect to Claims and
Equity Interests would remain unchanged. Furthermore, the Effective Date may be
delayed for several months pending the fulfillment of such conditions.
4. DELAYED DISTRIBUTION OR NON-DISTRIBUTION OF PLAN SECURITIES
The Prisma Common Stock, CrossCountry Common Stock, and PGE
Common Stock will not be distributed to the holders of the Allowed General
Unsecured Claims, Allowed Enron Guaranty Claims, Allowed Wind Guaranty Claims,
and Allowed Intercompany Claims until sufficient General Unsecured Claims have
been allowed to permit a distribution of 30% of such securities and any
necessary consents have been obtained to issue such securities. Refer to Section
XIII., "Securities Laws Matters" for further information. Furthermore, the
Prisma
540
Common Stock, CrossCountry Common Stock, or PGE Common Stock will never be
distributed if a Sale Transaction with regard to 100% of the equity, or all or
substantially all of the assets of, Prisma, CrossCountry, or PGE, as the case
may be, has occurred prior to distribution, but the net proceeds from such sale
will be included in the Creditor Cash available for distribution pursuant to the
terms of the Plan. There can be no assurance of when sufficient Claims will be
allowed for the distribution of 30% of the Prisma Common Stock, CrossCountry
Common Stock, and PGE Common Stock and as to when or if any of the necessary
consents can be obtained to prevent the exercise of any rights upon a change of
ownership or control of Prisma, CrossCountry, or PGE. Accordingly, there can be
no assurances as to when, or if, Prisma Common Stock, CrossCountry Common Stock,
and PGE Common Stock will ever be distributed to holders of Allowed General
Unsecured Claims, Allowed Enron Guaranty Claims, Allowed Wind Guaranty Claims,
and Allowed Intercompany Claims.
5. SEVERABILITY
As set forth in Section 39.12 of the Plan, the Debtors may
choose to go forward with confirmation of the Plan with regard to certain
Debtors' estates, but may choose to exclude certain Debtors' estates from
confirmation. If one or more Debtors are severed from confirmation of the Plan,
the amount of distributions to Creditors pursuant to the Plan could be affected.
In addition, any Debtor severed from confirmation of the Plan must either bear
the cost of confirming its own chapter 11 plan or convert to chapter 7 and bear
the costs of a chapter 7 trustee.
6. RESERVE FOR DISPUTED CLAIMS.
The Plan provides that the Disbursing Agent shall reserve and
hold in escrow for the benefit of each holder of a Disputed Claim, Cash, Plan
Securities, Operating Trust Interests, Remaining Asset Trust Interests,
Litigation Trust Interests and Special Litigation Trust Interests and any
dividends, gains or income attributable thereto until such Disputed Claim
becomes an Allowed Claim. The terms under which, and vehicle in which, the
Disbursing Agent will hold and administer these items have not been determined.
It is not known whether such terms will have any impact on the other holders of
Plan Securities, Operating Trust Interests, Remaining Asset Trust Interests,
Litigation Trust Interests and Special Litigation Trust Interests.
B. NEGATIVE IMPACT OF PREPETITION ACTIVITIES
1. INABILITY TO RELY ON FINANCIAL STATEMENTS
As discussed in Section II.B., "Representations", ENE has
publicly stated that its financial statements filed with the SEC for the fiscal
years ended 1997 through 2000, and for the first three quarters of 2001, should
not be relied upon. In addition, since the bankruptcy, ENE has not engaged an
independent auditor and has not published ENE financial statements. The
inability to rely on past financial statements, the lack of an ENE auditor, and
the resignation or termination of numerous Enron Companies' employees have and
may continue to have a negative impact on the Enron Companies, including the
Operating Entities, and adversely affect the value recovered on other assets.
2. GOVERNMENT INVESTIGATIONS AND LITIGATION
541
The existence of ongoing litigation and governmental
investigations regarding prepetition activities have and may continue to have a
negative impact on the Enron Companies, including the Operating Entities, or the
value of the recovery on any other assets. The Enron Companies have been the
subject of numerous lawsuits, including class actions, derivative lawsuits, and
arbitration proceedings in the United States, and in various jurisdictions
around the world. ENE and certain of its current and former employees are also
the subject of a number of governmental investigations, including by the U.S.
Congress, DOJ, SEC, Office of Public Utility Counsel, EPA, and FERC. There can
be no assurance that additional claims or investigations will not be made
against the Enron Companies, including the Operating Entities, relating to the
prepetition activities of ENE and its Affiliates. It is impossible to predict or
determine the final outcome or resolution of any of the unresolved proceedings.
However, such investigations may result in, among other things, assessment of
fines and penalties and/or criminal charges against all or some of the Enron
Companies and their current or former employees. The Debtors assert that, in
accordance with the priority scheme under the Bankruptcy Code, any such claims
against the Debtors are subordinate to General Unsecured Claims. In addition,
the DOJ could declare certain or all of the assets of the Enron Companies
subject to criminal forfeiture by the federal government. Refer to Sections
IV.C.1., "Pending Litigation", IV.C.2., "Government Investigations" and IX.C.,
"Historical Financials, Projections and Valuation" for further information.
3. FINANCING TRANSACTIONS
As part of their business, the Enron Companies utilized a
number of on- and off-balance sheet financing structures. As part of a number of
these transactions, certain assets may have been transferred to or otherwise
become subject to restrictions associated with the financing structures. It is
important to note that there is no guarantee that any value from these assets
will inure to the benefit of the Debtors' estates. Additionally, there are
significant liabilities associated with the financing transactions and several
billion dollars in claims have been filed against Debtors in connection with
these transactions. Refer to Section III.F., "Debtors' Financing Transactions"
for further information.
C. VARIANCE FROM VALUATIONS, ESTIMATES AND PROJECTIONS
The estimated recoveries and valuations set forth in this
Disclosure Statement and the projections, valuations and estimates set forth in
Appendix C: "Estimated Assets, Claims and Distributions", Appendix G:
"Reorganized Debtors' Budget", Appendix H: "PGE Financial Projections -
2003-2006", Appendix J: "CrossCountry Financial Projections - 2003-2006",
Appendix K: "Prisma Financial Projections - 2004-2006", and Appendix L:
"Liquidation Analysis" are highly speculative and based on information available
at the time that each analysis was prepared.
In addition, the Debtors assert that, in accordance with the
priority scheme under the Bankruptcy Code, the Subordinated Claims (which
include Classes 376-382) are subordinate to General Unsecured Claims, Enron
Guaranty Claims Wind Guaranty Claims and Intercompany Claims. Although this is
the Debtors contention, the Bankruptcy Court may ultimately conclude that one or
more of the Subordinated Claims should not be subordinated.
542
Actual results will vary AND MAY VARY materially from those
reflected herein. Refer to the entirety of this Section XIV., "Risk Factors and
Other Factors to be Considered" for a discussion of potential risks and
variances.
1. FORWARD LOOKING STATEMENTS
Each of the estimated recoveries and valuations set forth in
this Disclosure Statement and the projections, valuations and estimates set
forth in Appendix C: "Estimated Assets, Claims and Distributions", Appendix G:
"Reorganized Debtors' Budget", Appendix H: "PGE Financial Projections -
2003-2006", Appendix J: "CrossCountry Financial Projections - 2003-2006",
Appendix K: "Prisma Financial Projections - 2004-2006", and Appendix L:
"Liquidation Analysis" are based, in large part, on forward looking statements.
Forward-looking statements are statements of expectations,
beliefs, plans, objectives, assumptions, projections, and future events or
performance. These statements, estimates and projections may or may not prove to
be correct. Actual results could differ materially from those reflected in the
forward-looking statements. Forward-looking statements are not guarantees of
future performance and involve risks and uncertainties that could cause actual
results or outcomes to differ materially from those expressed. Such risks and
uncertainties include, without limitation: risks inherent in the Chapter 11
process, such as the non-confirmation of the Plan, non-occurrence or delayed
occurrence of the Effective Date, or delayed distribution or non-distribution of
Plan Securities; the uncertain outcomes of ongoing litigation and governmental
investigations involving the Operating Entities and the Debtors, including those
involving the U.S. Congress, DOJ, SEC, Office of Public Utility Counsel, EPA,
and FERC; the effects of negative publicity on the Operating Entities' business
opportunities; the effects of the departure of past and present employees of the
Debtors; the uncertain resolution of SPE issues; the preliminary and uncertain
nature of valuations and estimates contained in the Plan; financial and
operating restrictions that may be imposed on an Operating Entity and its
subsidiaries if ENE is required to register under PUHCA; potential environmental
liabilities; increasing competition and operational hazards faced by the Debtors
and Operating Entities; the lack of independent operating history of the
Operating Entities; and economic, political, regulatory, and legal risks
affecting the finances and operations of the Operating Entities.
The Debtors, the Reorganized Debtors, PGE, CrossCountry,
Prisma, and the other Enron Companies undertake no obligation to update any
forward-looking statement included in the projections to reflect the occurrence
of unanticipated events. New factors emerge from time to time and it is not
possible to predict all such factors, nor can the impact of any such factor be
assessed.
2. ESTIMATED RECOVERIES
The recovery estimates set forth herein are based on various
estimates and assumptions. For example, if the estimated amount of Allowed
Claims relied upon to calculate the estimated recoveries ultimately varies
significantly from the actual amount of Allowed Claims, then actual creditor
recoveries will vary significantly as well. Similarly, as the estimated amount
of Allowed Claims is a forward-looking statement based upon information
available to
543
the Debtors as of June 1, 2003, the actual results may vary significantly as
Claims are Allowed or otherwise resolved over time.
Over 24,000 proofs of claim have been filed in these Chapter
11 Cases. The aggregate amount of Claims filed and scheduled exceeds $900
billion, including duplication, but excluding any estimated amounts for the
approximately 5,800 filed unliquidated Claims. These unliquidated Claims
currently render it impossible for the Debtors to determine the maximum amount
of their potential liability. In addition, the priority of claims and assertions
by certain parties as to their entitlement to liens and/or constructive trusts
may change the value available to satisfy Allowed General Unsecured Claims.
3. VALUATIONS
If the estimated value of assets (including, but not limited
to, estimates of available Creditor Cash, recoveries on the Remaining Assets,
and the valuation of the stock in PGE, CrossCountry and Prisma to be distributed
to Creditors) set forth herein ultimately vary significantly from actual
results, then actual creditor recoveries will vary significantly as well.
Similarly, as the estimated value of assets are forward-looking statements based
upon information available to the Debtors as of July 1, 2003 (except in certain
circumstances, as to which information was updated through August 11, 2003), the
actual results may vary significantly.
a. REMAINING ASSETS. With respect to the Remaining
Assets, the estimated recoveries, valuations and projections are based, in part,
on estimated proceeds generated by a sale or other disposition of substantially
all of these assets. Many of these assets have been on the market or the subject
of inquiries since the Initial Petition Date, but have not been sold for a
variety of reasons, including, but not limited to, poor market conditions and
the need to resolve complex ownership issues, pending litigation or government
investigations, tax issues, and consent issues. In some cases, the Reorganized
Debtors will be attempting to sell non-controlling financial interests for which
a limited market exists. Due to the inherent uncertainties associated with
selling these assets as a result of the issues identified above, there can be no
assurance that these assets will be sold at presently estimated prices or at
presently estimated times, if at all. Similarly, the recoveries of the Debtors
(or the Reorganized Debtors, as the case may be) against counterparties on
trading contracts are dependent on the creditworthiness and ability to pay of
the counterparties.
b. CREDITOR CASH. The inability to sell or otherwise
convert the Remaining Assets to cash may materially impact, among other things,
the value of the Plan Currency. As a result of the foregoing, the Creditor Cash
available for distribution as a result of liquidation of the Remaining Assets
may be impacted.
c. OPERATING ENTITIES GENERALLY. Estimates of value of
the Operating Entities do not purport to be appraisals nor do they necessarily
reflect the values that may be realized if assets are sold. The estimates of
value represent hypothetical equity values assuming the implementation of each
of the Operating Entities' business plan, as well as other significant
assumptions. Such estimates were developed solely for purposes of formulating
and negotiating the Plan and analyzing the projected recoveries thereunder. Any
estimated equity value is highly
544
dependent upon achieving the future financial results set forth in the
projections for each of the Operating Entities, as well as the realization of
certain other assumptions that are not guaranteed.
The valuations of each of the Operating Entities set forth
herein represent estimated values and do not necessarily reflect values that
could be attainable in public or private markets for the Operating Entities or
their constituent assets. The equity value ascribed in each of the valuation
analyses does not purport to be an estimate of the market value of stock to be
distributed pursuant to the Plan. Such trading value, if any, may be materially
different from the equity value associated with the valuation analysis.
The valuations of each of the Operating Entities set forth
herein do not reflect any dilution resulting from any long-term equity incentive
compensation plan(s) as may be adopted by the Operating Entities. However, it is
anticipated that the impact of any such plan(s) to be adopted by PGE,
CrossCountry and Prisma will, in the aggregate, represent less than 1% of the
overall value to be distributed under the Plan. In addition, the valuations of
each of the Operating Entities does not include the anticipated costs associated
with the voluntary termination of the ENE Cash Balance Plan.
d. PGE. The valuation of PGE set forth herein assumes
that the current regulatory environment remains unchanged. However, PGE operates
in a heavily regulated industry. Changes to the current regulatory environment
may have a material adverse impact on PGE's actual results. For further
discussion on these and other risks attendant with PGE and the electric utility
industry, refer to the entirety of this Section XIV., "Risk Factors and Other
Factors to be Considered", as well as Section VIII., "Portland General Electric
Company".
e. CROSSCOUNTRY. The valuation of CrossCountry set forth
herein assumes certain levels of rates for the transportation of natural gas as
set by FERC. Such rates are highly regulated and subject to periodic changes.
There is no guarantee that the current rate levels will not change materially in
the future or will provide adequate reimbursement for the services provided by
CrossCountry and its subsidiaries. Any such changes are entirely beyond
CrossCountry's control and may have a material adverse impact on actual results.
Further, CrossCountry operates in a heavily regulated industry. In the ordinary
course of its business, CrossCountry is subject regularly to inquiries,
investigations and audits by federal and state agencies that oversee various
natural gas pipeline regulations. Changes to the current regulatory environment
may have a material adverse impact on CrossCountry's actual results. In
addition, the valuation of CrossCountry assumes that the Pipeline Businesses
will successfully complete ongoing expansion projects, and that certain
receivables due from ENE or its Affiliates will be treated in accordance with
the Plan. If the expansions are not completed as planned or if the receivables
due from ENE are not ultimately recoverable under the Plan, there may be a
material adverse impact on CrossCountry's actual results. For further discussion
on these and other risks attendant with CrossCountry and the natural gas
pipeline industry, refer to the entirety of this Section XIV., "Risk Factors and
Other Factors to be Considered", as well as Section IX., "CrossCountry Energy
Corp."
f. PRISMA. The valuation of Prisma set forth herein
assumes certain levels of tariffs or rates of return for the constituent assets.
Such rates are highly regulated, subject to periodic changes, and in certain
circumstances are the outcome of political processes in the
545
subject jurisdictions. There is no guarantee that the current rate levels will
not change materially in the future or will provide adequate reimbursement for
the services provided by Prisma and its subsidiaries. Any such changes are
entirely beyond Prisma's control and may have a material adverse impact on
actual results. Further, as Prisma operates primarily in foreign jurisdictions,
such political processes often lead to greater volatility in regulatory outcomes
than might occur in the United States. Additionally, operations in the emerging
markets are generally subject to greater risk of global economic slowdown,
political uncertainty, currency devaluation, exchange controls and the ability
to enforce and defend legal and contractual rights than are domestic companies.
Such risk factors may also have a material adverse impact on Prisma's actual
results. For further discussion on these and other risks attendant with Prisma
and the industries in which it is involved, refer to the entirety of this
Section XIV., "Risk Factors and Other Factors to be Considered", as well as
Section X., "Prisma Energy International Inc."
4. FINANCIAL PROJECTIONS
The Debtors have prepared the projections set forth in
Appendix H: "PGE Financial Projections - 2003-2006", Appendix I: "CrossCountry
Historical Financials" and Appendix K: "Prisma Financial Projections -
2004-2006" (as well as incorporated into the estimated creditor recoveries and
valuations included herein) based on certain assumptions that they believe are
reasonable under the circumstances. Certain assumptions are described in each of
the relevant Appendices. The projections have not been compiled or examined by
independent accountants. The Debtors make no representations regarding the
accuracy of the projections or any ability to achieve forecasted results. Many
of the assumptions underlying the projections are subject to significant
uncertainties. Inevitably, some assumptions will not materialize, and
unanticipated events and circumstances may affect the ultimate financial
results. Therefore, the actual results achieved will vary from the forecasts,
and the variations may be material. In evaluating the Plan, Creditors are urged
to examine carefully all of the assumptions underlying the financial
projections.
5. REORGANIZED DEBTORS' BUDGET
The Debtors have prepared the Reorganized Debtors' Budget
attached as Appendix G: "Reorganized Debtors' Budget" based on certain
assumptions that they believe are reasonable under the circumstances. Certain
assumptions are described in Appendix G: "Reorganized Debtors' Budget". The
underlying projections have not been compiled or examined by independent
accountants. The Debtors make no representations regarding the accuracy of the
projections or the Reorganized Debtors' ability to achieve forecasted results.
Many of the assumptions underlying the projections are subject to significant
uncertainties. Inevitably, some assumptions will not materialize, and
unanticipated events and circumstances may affect the ultimate financial
results. Therefore, the actual results achieved will vary from the forecasts,
and the variations may be material. In evaluating the Plan, Creditors are urged
to examine carefully all of the assumptions underlying the Reorganized Debtors'
Budget.
6. LIQUIDATION ANALYSIS
The Debtors have prepared the Liquidation Analysis attached as
Appendix L: "Liquidation Analysis" based on certain assumptions that they
believe are reasonable under the
546
circumstances. Those assumptions that the Debtors consider significant are
described in the Liquidation Analysis. The underlying projections have not been
compiled or examined by independent accountants. The Debtors make no
representations regarding the accuracy of the projections or a chapter 7
trustee's ability to achieve forecasted results. Many of the assumptions
underlying the projections are subject to significant uncertainties. Inevitably,
some assumptions will not materialize and unanticipated events and circumstances
may affect the ultimate financial results. In the event these Chapter 11 Cases
are converted to chapter 7, actual results may vary materially from the
estimates and projections set forth in the Liquidation Analysis. As such, the
Liquidation Analysis is speculative in nature. In evaluating the Plan, Creditors
are urged to examine carefully all of the assumptions underlying the Liquidation
Analysis.
D. CONTROL GROUP RISKS
1. ENE CASH BALANCE PLAN
As of December 31, 2002, the assets of the ENE Cash Balance
Plan were less than the present value of all accrued benefits by approximately
$182 million on a plan termination basis. The PBGC has filed unliquidated claims
in the Debtors' bankruptcy cases for PBGC insurance premiums and unpaid minimum
funding contributions. The PBGC has filed liquidated claims for unfunded benefit
liabilities under the ENE Cash Balance Plan and the defined benefit plans of
other ENE related companies (including PGE) for unfunded benefit liabilities in
an aggregate amount equal to $424.1 million, including $352.3 million for the
ENE Cash Balance Plan and $57.5 million related to the Portland General
Holdings, Inc. Pension Plan. PBGC has also informally alleged that its unfunded
benefit liability claim in respect of the ENE Cash Balance Plan claim could
increase by as much as 100%. The Debtors reserve the right to object to these
claims. Refer to Section IV.A.8.d., "Pension Benefits/Pension Benefit Guaranty
Corporation" for further information.
Upon termination of an underfunded pension plan, which could
be initiated by PBGC or ENE, all of the members of the ERISA controlled group of
the plan sponsor (ENE) become jointly and severally liable for the plan's
underfunding. If PBGC makes a demand for payment against one or more members of
the controlled group and the payment is not made, a lien in favor of PBGC
automatically arises against all of the assets of that member of the controlled
group. The amount of the lien is equal to the lesser of the underfunding or 30%
of the aggregate net worth of all of the members of the controlled group.
Prisma, CrossCountry, and PGE are members of the ENE ERISA controlled group of
corporations as long as ENE, or any of its controlled group members, holds at
least 80% of the outstanding stock of Prisma, CrossCountry, or PGE. ENE has
agreed, subject to certain limitations, pursuant to the terms of the
CrossCountry Contribution and Separation Agreement, to indemnify CrossCountry
for certain liabilities arising out of any employee benefit plan sponsored by
ENE that are imposed or assessed under Title IV of ERISA against CrossCountry or
any CrossCountry Asset, as a result of a distress termination of the ENE Cash
Balance Plan. The foregoing indemnification does not include contribution
obligations in respect of the ENE Cash Balance Plan underfunding, which may
result from ENE's voluntary termination of the ENE Cash Balance Plan. Among
other limitations, the indemnity does not relieve any indemnified party from the
obligation to make payments pursuant to any order of the Bankruptcy Court, or
any agreement between any ENE company and CrossCountry, Prisma, PGE or any
CrossCountry Asset or Prisma Asset expected
547
to be contributed to those entities, relating to the allocation of costs of
providing employee benefits to the employees of such companies. ENE expects to
provide similar indemnification to PGE and Prisma pursuant to separation
agreements to be negotiated.
ENE intends to seek the approval of the Bankruptcy Court to
fund certain benefits under the ENE Cash Balance Plan and to terminate the plan
in a manner that should eliminate PBGC's claims. There can be no assurance that
the funding and termination of the ENE Cash Balance Plan will be approved, or
that upon approval ENE will have the ability to obtain funding for accrued
benefits on acceptable terms. Moreover, if the ENE Cash Balance Plan is
terminated, ENE may seek funding contributions from each member of its
controlled group of corporations that employs, or employed, individuals who are,
or were, covered under the ENE Cash Balance Plan. It is possible that, when the
ENE Cash Balance Plan is terminated the CrossCountry Assets and/or the Prisma
Assets could be charged with additional funding contributions under the ENE Cash
Balance Plan. For example, if at the time of the termination of the ENE Cash
Balance Plan, the total unfunded benefit liabilities are assessed at $220
million, the share of such liability allocable to the CrossCountry Assets would
be approximately $30.0 million. Similarly, the share of such liability allocable
to the Prisma Assets would be $4.3 million. ENE cannot predict at this time the
exact date on which the ENE Cash Balance Plan will be terminated and whether or
not the CrossCountry Assets and/or the Prisma Assets will be charged with
additional contributions to the ENE Cash Balance Plan. The value of the
Operating Entities and the Remaining Assets may be adversely affected if the ENE
Cash Balance Plan is, or is not, fully funded and terminated.
2. ENE TAX GROUP LIABILITY
Under regulations issued by the U.S. Treasury Department, each
corporation that joins in the filing of a consolidated federal income tax return
for all or part of a taxable year, is severally liable for the entire tax
liability in respect of the income (for the entire taxable year) of all the
corporations whose income is required to be included in such return. By reason
of this rule, Prisma, PGE, and CrossCountry (and certain of their subsidiaries)
may be liable for unpaid federal income taxes (and interest and penalties
thereon) of the ENE Tax Group for applicable periods. Similar liability may also
arise for state and local income under analogous statutory or regulatory rules.
However, ENE believes that it will fully satisfy all liability for income taxes
of the ENE Tax Group (and comparable state and/or local groups) for all relevant
periods.
Subject to certain limitations, however, ENE has agreed to
indemnify CrossCountry for any taxes, and liabilities incurred in connection
with such taxes, imposed on any Pipeline Group Company by reason of such
Pipeline Group Company being severally liable for any taxes of any member of the
ENE Tax Group pursuant to Treasury Regulation Section 1.1502-6(a) or any
analogous state, local, or foreign law. It is expected that ENE will similarly
indemnify PGE for any such liability for taxes sustained by PGE by reason of PGE
having previously been a member of the ENE Tax Group. ENE may also provide a
similar indemnity to Prisma, but, at this time, no decision has been made in
this regard.
E. RISKS COMMON TO REORGANIZED DEBTORS, OPERATING ENTITIES AND LITIGATION
TRUSTS
548
The following risks are applicable to two or more of the
Reorganized Debtors, PGE, CrossCountry, Prisma, the Litigation Trust, and/or the
Special Litigation Trust.
1. CHANGES IN THE REGULATORY ENVIRONMENT
The Operating Entities are, depending on where their
operations are located, subject to numerous domestic and international
regulations and regulatory agencies including, but not limited to FERC, NRC,
EPA, OPUC, SEC, DOT, and others. Changes in the regulatory environment have a
direct impact on the Operating Entities' operations and may materially impact
the Operating Entities' profitability. Refer to Sections IX.A.6., "Regulatory
Environment", IX.A.3., "Competition" and VIII.A.3., "Regulatory Matters" for
further information.
2. PUHCA
ENE is a holding company under PUHCA that is exempt from all
the provisions thereunder, except Section 9(a)(2), which is applicable to the
acquisition of affiliate interests in public utility companies. ENE is a holding
company under PUHCA because it owns all the common stock of PGE. ENE's PUHCA
exemption was obtained by the filing of applications for exemption with the SEC
under Sections 3(a)(1), 3(a)(3), and 3(a)(5) of PUHCA. An applicant is exempt
upon the filing of an application in good faith until the SEC grants or denies
the application. By order dated October 7, 2002, the SEC scheduled a hearing on
the applications. After a hearing held on December 5, 2002, SEC Chief
Administrative Law Judge Brenda Murray issued an initial decision denying the
applications on February 6, 2003. ENE and certain other participants in the
proceeding petitioned the SEC to review the decision of the Administrative Law
Judge and, on June 11, 2003, the SEC granted the petition. The briefing schedule
for the SEC review was completed on September 3, 2003. Judge Murray's decision
denying the exemptions is stayed pending the resolution of the SEC's further
review. Oral argument before the SEC has been scheduled for December 4, 2003.
After the oral argument, the SEC may grant or deny one or more
of the exemption applications. If the SEC finds that ENE does not qualify as an
exempt holding company under PUHCA, ENE would be required to register under
PUHCA. PUHCA imposes a number of restrictions on the operations of a registered
holding company and its subsidiaries, including SEC approval of acquisitions of
interests in utility and non-utility businesses, and transactions between
companies in the holding company system. Certain affiliate arrangements for
transition services, licensing and consolidated tax filings involving the
Operating Entities, and other ENE subsidiaries, may be subject to SEC review and
in some cases may not be authorized or may have to be modified. PUHCA also may
restrict the ability of ENE and its subsidiaries, including the Operating
Entities, to borrow money and finance new or existing businesses, to issue
dividends out of capital or unearned surplus, and to reorganize businesses. In
addition, if ENE must register as a holding company, the SEC could assert
jurisdiction under PUHCA to review the corporate structure of ENE and its
subsidiaries, voting power distribution, and the nature of the businesses in the
registered holding company system. The SEC may require the simplification of the
corporate structure through the divestiture of certain ENE subsidiaries, or
otherwise, in a manner that may not be consistent with the Plan. SEC
authorization also may be required to distribute the PGE Common Stock under the
Plan. If ENE is required to register
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under PUHCA, such registration could lead to a delay in Plan implementation and,
possibly, substantive revisions to the Plan. Indeed, the SEC staff has taken the
position that, if ENE is required to register, the SEC's consent to the Plan,
the Disclosure Statement, and the solicitation of votes on the Plan would be
necessary prior to confirmation. The Debtors dispute this contention and do not
believe that such consent is required. There can be no assurance that the
Debtors will prevail on this issue. In any event, if ENE is required to
register, the SEC may seek to assert jurisdiction under PUHCA over certain
transactions contemplated under the Plan such as those described above.
The Debtors are currently simplifying the complex corporate
structure of Prisma to, among other things, qualify Prisma's businesses as
exempt foreign utility companies (FUCOs) under PUHCA. It is contemplated that
FUCO status would exempt most transactions relating to these foreign projects,
such as dividends, reorganizations, financings, and investments, from regulation
under PUHCA if ENE ultimately is required to register as a holding company. Some
of the companies related to the Debtors' foreign projects, however, may not
qualify for FUCO status and will require special relief under PUHCA, for
example, to continue to finance certain foreign operations (or to alter the
terms of existing financings). The Debtors would apply for authorizations
necessary to continue ongoing business operations and to implement the Plan,
although there can be no assurance that such authorizations would be granted.
3. ENVIRONMENTAL LAWS AND REGULATIONS AFFECTING OPERATIONS
Controlling environmental laws and regulations generally
require the Reorganized Debtors, their domestic non-Debtor subsidiaries and the
Operating Entities to obtain and comply with a wide variety of environmental
registrations, licenses, permits, inspections, and approvals. Environmental laws
and regulations can also require the Reorganized Debtors, their domestic
non-Debtor subsidiaries and the Operating Entities to perform environmental
remediations under appropriate circumstances. There is no assurance that
existing environmental laws or regulations will not be revised or that new laws
or regulations seeking to protect the environment will not be adopted or become
applicable to the Reorganized Debtors, their domestic non-Debtor subsidiaries
and the Operating Entities or that the Reorganized Debtors, their domestic
non-Debtor subsidiaries and the Operating Entities will not identify in the
future conditions that will result in obligations or liabilities under existing
environmental laws and regulations. Revised or additional laws or regulations
that result in increased compliance costs or additional operating restrictions,
or currently unanticipated costs or restrictions under existing laws or
regulations, could have a material adverse effect on the Operating Entities'
results of operations. Refer to Sections IX.A.7., "Environmental Regulation",
X.A.3., "Transferred Businesses" and XI.A.7., "Investment Powers" for further
information.
4. COMPETITION
Many of the businesses owned by the Operating Entities
currently face competition in their respective markets. For example, PGE faces
competition from electricity service suppliers, energy brokers, independent
power producers, and power marketers as a result of the restructuring of the
Oregon electric industry. The pipeline businesses to be owned by CrossCountry
and to be owned by Prisma face competition from other pipeline companies in
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their respective transportation services markets. For example, Transwestern
faces competition resulting from the recent expansion of Kern River's pipeline
and from a proposed expansion of El Paso Natural Gas's system. In addition,
Florida Gas faces competition from Gulfstream's proposed expansion on the east
coast of Florida. If existing competitors expand their capacities or new
competitors enter the markets, competition will intensify. Furthermore, the
availability and cost of the type of fuel used or transported by many of the
businesses owned by the Operating Entities affect the competitive position of
those businesses. For example, the availability and cost of coal affect the
competitive position of PGE's coal-fired generating plants, the availability and
cost of natural gas affect the competitive position of the Pipeline Businesses,
and the availability and cost of fuel oil affect the competitive position of
Florida Gas and of many of the electrical power plants to be owned by Prisma. If
another type of fuel becomes more available or economically attractive than the
type of fuel used or transported by a business, that business will face greater
competition. Increased competition may result in a loss of market share and
could have a material adverse effect on the Operating Entities' businesses,
results of operations, and financial conditions or on the net sales proceeds
received by the Reorganized Debtors in a sale of any of the Operating Entities.
5. OPERATIONAL HAZARDS
The Operating Entities are subject to the inherent risks
associated with the operation of complex utility companies, such as operational
hazards and unforeseen interruptions caused by events beyond the Operating
Entities' control. These events include, but are not limited to: (a) adverse
weather conditions; (b) accidents and damage caused by third parties; (c) the
breakdown or failure of equipment or processes; (d) the performance of the
facilities below expected levels of capacity and efficiency; (e) release of
toxic substances; and (f) catastrophic events such as explosions, fires,
earthquakes, hurricanes, lightning, floods, landslides, or other similar events
beyond the Operating Entities and Reorganized Debtors' control.
6. LACK OF TRADING MARKET; RESTRICTIONS ON UNDERWRITERS
At the time of, or after, the distribution of Prisma Common
Stock, CrossCountry Common Stock, PGE Common Stock, the Litigation Trust
Interests, and the Special Litigation Trust Interests to the creditors, the
conditions of which are described in the Plan, the Prisma Common Stock,
CrossCountry Common Stock and PGE Common Stock may not, and the Litigation Trust
Interests, and Special Litigation Trust Interests will not, satisfy the
requirements to be listed on a national securities exchange or a NASDAQ market
which include, among other things, registration under the appropriate provision
of Section 12 of the Exchange Act and market value requirements. If the Prisma
Common Stock, CrossCountry Common Stock, and PGE Common Stock satisfy such
requirements, the respective issuers may list such securities, but (except with
regard to CrossCountry, which has certain requirements to seek a listing under
its CrossCountry Contribution and Separation Agreement, refer to Section
IX.F.1.a., "CrossCountry Contribution and Separation Agreement" for further
information) such issuers are under no obligation to do so and there can be no
assurances that such listing will be made. Instead, the Prisma Common Stock,
CrossCountry Common Stock, PGE Common Stock, the Litigation Trust Interests, and
Special Litigation Trust Interests may trade in the over-the-counter market
(commonly referred to as the "pink sheets"), but there can be no assurance that
an active
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trading market will develop. Accordingly, no assurance can be given that a
holder of Prisma Common Stock, CrossCountry Common Stock, PGE Common Stock, the
Litigation Trust Interests, and Special Litigation Trust Interests will be able
to sell such securities in the future or as to the price at which any sale may
occur. If a trading market does exist, the Prisma Common Stock, CrossCountry
Common Stock, PGE Common Stock, the Litigation Trust Interests, and Special
Litigation Trust Interests could trade at prices higher or lower than the value
ascribed to such securities herein depending upon many factors, including the
prevailing interest rates, markets for similar securities, general economic and
industry conditions, and the performance of, and investor expectations for, the
issuer thereof.
As stated in Section XIII., "Securities Laws Matters",
legislative history of section 1145 of the Bankruptcy Code provides a recipient
of at least 10% of the voting securities of an issuer under a chapter 11 plan
will be presumed to be a statutory underwriter within the meaning of section
1145(b)(i) of the Bankruptcy Code, and as a result the shares received by such
recipient would not be made freely transferable by section 1145. The Debtors
have assumed that no holder of Allowed Claims would receive 10% or more of any
type of Plan Securities, but there can be no assurance of such result.
7. LACK OF REPORTED INFORMATION
While PGE is currently obligated to file annual, quarterly, or
periodic financial reports with the SEC pursuant to Sections 13 or 15(d) of the
Exchange Act on Forms 10-Q and 10-K or 8-K, CrossCountry, Prisma, the Litigation
Trust, and the Special Litigation Trust are not required to make, and have not
made, such filings. Absent another requirement, none of CrossCountry, Prisma,
the Litigation Trust, nor the Special Litigation Trust will be required to make
such filings until it registers its Plan Securities, Litigation Trust Interest,
or Special Litigation Trust Interests (if they are "equity securities" under the
Exchange Act), as the case may be, under Section 12 of the Exchange Act, which
CrossCountry is obligated to do pursuant to the CrossCountry Contribution and
Separation Agreement. Refer to Section IX.F.1.a., "CrossCountry Contribution and
Separation Agreement" for further information. While Prisma, the Litigation
Trust, and the Special Litigation Trust may make such registration earlier, none
will be required to make such registration until its equity securities are held
by 500 or more holders of record and it has at least $10 million in assets, both
at the end of its fiscal year.
Registration of the Plan Securities under Section 12 of the
Exchange Act will require historical financial information audited by an
independent auditor and covering a period as long as three fiscal years. While
the Debtors intend that each of CrossCountry, PGE and Prisma will have such
financial information prepared on a timely basis, there can be no assurance as
to the timing of the availability of such audited financials or that the form of
such financials will be acceptable to the SEC or the auditors of such Operating
Entity. For example, if either the SEC or such Operating Entity's auditors
require, as a related matter, that ENE's or certain of its subsidiaries'
financial information be audited, the preparation of such audited financials may
be materially delayed, as audited financial information of ENE and certain of
its subsidiaries cannot be obtained. As another example, an Operating Entity may
be unable to retain an auditor that does not have its independence compromised
by a prior relationship with a Debtor. If an audit of such unavailable
information is required, or a suitable independent auditor is not available or
otherwise able to perform audit services on a timely basis, distribution of PGE
Common Stock,
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CrossCountry Common Stock or Prisma Common Stock, as applicable, may be delayed
until (i) the assets of the applicable issuer have been separated from ENE and
such subsidiaries for a sufficient amount of time so that the required financial
statements can be prepared and audited without an audit of such unavailable
information or (ii) a suitable independent auditor is able to perform audit
services.
8. LACK OF INDEPENDENT OPERATING HISTORY
While PGE does have an independent operating history, Prisma
and CrossCountry do not have independent operating histories. Most of the
personnel responsible for managing and operating the transferred businesses
prior to the formation of Prisma and CrossCountry, and the current personnel of
PGE, are expected to continue to be responsible for managing and operating such
businesses going forward. However, Prisma and CrossCountry resources and, in
many cases, bargaining power will be limited relative to the resources and
bargaining power of ENE prior to its filing for bankruptcy. Accordingly, Prisma
and CrossCountry may enter into agreements with lenders, partners, and other
counterparties on terms that are less favorable than those that ENE was able to
negotiate prior to filing for bankruptcy.
9. NEGATIVE PUBLICITY
Adverse publicity and news coverage relating to the Enron
Companies prior to the Initial Petition Date may negatively impact PGE,
CrossCountry, and Prisma's business operations and relations with partners,
regulators, lenders, and other third parties. The Reorganized Debtors'
liquidation efforts may be similarly negatively impacted.
10. FERC
On June 25, 2003, FERC issued certain orders relating to the
Enron Companies' activities in the Western U.S. energy market. Refer to Section
XIV.G.1.d., "Litigation, Regulatory Proceedings and Investigations" for further
information.
11. CREDIT RISKS
For a variety of reasons, each of the Reorganized Debtors and
Operating Entities is subject to credit risk with respect to accounts
receivables or other amounts due them. For example, certain of the Reorganized
Debtors and, to a lesser degree, PGE have a material portion of their accounts
receivable due from entities presently in bankruptcy proceedings and there can
be no assurance that other entities from whom monies are due will not petition
for bankruptcy protection. In some cases, creditors of the Reorganized Debtors
have asserted that the Debtors' prepetition activities provide them with a
defense to paying all or a portion of an amount due to a Debtor. CrossCountry's
interstate pipeline subsidiaries are required to accept the credit risk of all
shippers posting amounts of collateral specified by the FERC on its existing
pipelines. Prisma is subject to the credit risk of its contract counterparties;
this risk may increase in certain circumstances where Prisma's contract provides
for payment indexed to U.S. dollars and the contract counterparties' revenues
are in currencies other than U.S. dollars. Hedging activities undertaken by PGE
and CrossCountry, among others, may be rendered ineffective due to credit
defaults of the hedge counterparty. No assurance can be given that these credit
risks will not adversely affect the value of one or more of the Reorganized
Debtors or Operating Entities.
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12. INTERCOMPANY CLAIMS AND CAUSES OF ACTION
Under the global compromise embodied in the Plan, the Debtors
have generally waived inter-Debtor remedies, such as the potential disallowance,
subordination, or recharacterization of Intercompany Claims, as well as certain
affirmative claims or causes of action against other Debtors. However, these
waivers do not affect the Debtors' ability to pursue third parties, and
non-Debtor affiliates, on any claims, causes of action or challenges available
to any of the Debtors. To the extent that the Debtors or Reorganized Debtors
elect to pursue any claims, causes of action or challenges available against any
of the Operating Entities or their subsidiaries and prevail, then the applicable
Operating Entity may be adversely effected.
13. TAXES
There are a number of material income tax considerations,
risks, and uncertainties associated with the consummation of the Plan. Refer to
Section XV., "Certain Material Federal Income Tax Consequences of the Plan" and
to Sections XIV.D.2., "ENE Tax Group Liability", XIV.I.4., "Tax Risks",
XIV.H.3., "Tax Risks", XIV.G.1., "Economic, Political, Regulatory and Legal
Risks" and Appendix J: "CrossCountry Financial Projections - 2003-2006" for
additional information relating to tax risks.
14. TRANSPORTADORA DE GAS DEL SUR. S.A. TGS holds an exclusive
35-year license to operate Argentina's main natural gas pipeline. TGS's
controlling shareholder is Compania de Inversiones de Energia S.A., a joint
venture by ENE and Petrobras Energia S.A. that holds approximately 70% of TGS's
common stock. The license to operate the TGS pipeline imposes certain
restrictions on the ability of certain ENE affiliates to undergo a change of
control, which may be triggered by a distribution of more than 49% of the stock
of CrossCountry. Transwestern has also guaranteed the performance of certain
obligations of an ENE affiliate under shareholder and other agreements with its
joint venture partner. The surviving performance obligations under these
agreements primarily involve corporate governance issues and shareholder rights.
ENE has provided certain indemnification rights to the CrossCountry Indemnified
Parties in respect of such guaranty. Refer to Section IX.F., "Certain
Relationships and Related Transactions" for further information. ENE anticipates
seeking releases from the foregoing obligations and requirements under the
license and the guaranty. However, there can be no assurance that such releases
will be obtained, and if they are not obtained, that material liabilities would
not be incurred by the ENE estate.
F. REORGANIZED DEBTORS RISKS
In addition to the risk factors enumerated above, the
Reorganized Debtors are subject to the following risks:
1. FERC MARKET PRICING INVESTIGATION
On February 12, 2002, FERC began a fact-finding investigation
of potential manipulation of short-term electric and natural gas prices in the
western United States. An adverse decision by FERC could result in the repricing
of certain trading contracts and may have an adverse effect on the value of
ENE's electric and natural gas trading contracts in the western United States,
including the accounts receivable associated with such contracts.
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2. FERC INVESTIGATION REGARDING QUALIFYING FACILITY STATUS
FERC has filed two separate proceedings regarding five
qualifying facilities in which ENE has or had an indirect ownership interest.
The allegation is that ENE's ownership interest in and/or agreements with these
qualifying facilities caused electric utility ownership in these projects to
increase above the amount permitted to maintain qualifying facility status. In
addition, on July 8, 2003, FERC trial staff filed a motion to join into the two
above-mentioned proceedings, 17 additional challenges to qualifying facility
status (known as dockets), one for each of 14 additional qualifying facilities
in which ENE has or has had an indirect ownership interest, and 3 qualifying
facilities with which ENE affiliates have had certain contractual relationships.
An adverse decision by FERC could negatively affect the relevant Enron Company's
equity interests in and/or contractual relationships with these qualifying
facilities. Refer to Section IV.C., "Litigation and Government Investigations"
for further information.
3. GREATER THAN BUDGETED LIQUIDATION COSTS
Winding down the Debtors' estates is a very complicated
process and will require extensive resources. Prolonged governmental
investigations, litigation, complex legal issues, complicated sale processes,
changes in market conditions, and additional costs associated with the
liquidation of assets that are not transferred to the Operating Entities may
result in greater than expected costs. The Debtors have incurred significant
costs to date for personnel and professional services. Due to the uncertainty as
to the effort, cost, and time necessary to wind down the Debtors' estates, the
future expenditures may be materially different than anticipated and may impact
the ultimate value of the estates.
G. PGE RISKS
In addition to the risk factors enumerated above, PGE is
subject to the following risks:
1. ECONOMIC, POLITICAL, REGULATORY AND LEGAL RISKS
a. PAYMENT OF DIVIDENDS. Historically PGE paid quarterly
cash dividends to ENE. During the first two quarters of 2001, PGE paid an
aggregate of $40 million in cash dividends to ENE. PGE has not paid any cash
dividends to ENE since June 2001. However, in July 2002, PGE made a $27 million
non-cash dividend to ENE. Pursuant to OPUC Order No. 97-196, dated June 4, 1997,
which approved PGE's sale to ENE, ENE and PGE agreed to certain restrictions on
PGE's ability to pay dividends to ENE. These restrictions include (i) not paying
common stock dividends in an amount that would reduce the common stock equity
capital portion of PGE's total capital to less than 48% without OPUC's approval
and (ii) notifying OPUC either 30 days or 60 days in advance of certain
dividends. As of March 31, 2003, PGE's common equity ratio was 52%. In
connection with PGE's current 364-day credit facility due May 27, 2004, PGE
agreed that it would not declare or pay any common stock dividends until the
facility is terminated. In addition, under PGE's mortgage bonds, so long as any
bonds of any series are outstanding, PGE may not declare or pay dividends (other
than dividends in capital stock of PGE) on common stock of PGE or purchase or
otherwise retire for a consideration (other than in exchange for or from the
proceeds of other shares of capital stock of PGE) any
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shares of capital stock of PGE of any class, if the aggregate amount so expended
after December 31, 1944 would exceed the aggregate amount of PGE's net income
available for dividends on its common stock accumulated after December 31, 1944.
At December 31, 2002 approximately $838 million of accumulated net income was
available for payment of dividends under this provision.
There can be no assurance that PGE will be permitted under
these or other contractual or regulatory restrictions to pay dividends to its
common stockholders in the future.
b. CONDEMNATION. In August 2002, the City Council of
Portland, Oregon authorized expenditures for professional advice regarding
potential acquisition of PGE, including acquiring PGE's assets by condemnation.
In addition, initiative petitions circulated in Multnomah County obtained
sufficient signatures to place a measure on an election ballot that, if passed,
could result in the formation of a PUD in Multnomah County. In June 2003, the
Multnomah County Board of Commissioners determined the boundaries of a proposed
PUD and set a PUD formation initiative on the November 4, 2003 ballot to be
voted on by the county voters. The initiative failed. In August 2003, initiative
petitions circulated in Yamhill County also obtained sufficient signatures to
place a measure on an election ballot. The Yamhill County Commissioners
determined the boundaries of the proposed PUD and set March 2, 2004 as the date
for voting on the formation initiative. The expressed intent of the PUD
supporters is to have additional elections to expand the PUD boundaries to
include all of PGE's service territory. If a PUD is formed, it would have the
authority to condemn PGE's distribution assets within the boundaries of the
district. Oregon law prohibits a PUD from condemning thermal generation plants.
It is uncertain under Oregon law whether a PUD would be able to condemn PGE's
hydro generation plants. At this time, PGE cannot assess the potential impact
such condemnation would have on PGE. The mortgage indenture requires PGE to
deposit the proceeds of any condemnation with the mortgage indenture trustee
where they may be applied to redeem first mortgage bonds at PGE's option. There
can be no assurance in such event that the proceeds will be sufficient to pay
principal and or interest on the bonds or that any amount would be available for
distribution to shareholders.
c. MEMBERSHIP IN ENE'S CONSOLIDATED TAX GROUP. PGE was a
member of the ENE Tax Group from July 2, 1997 through May 7, 2001, and from
December 24, 2002 through present. On December 31, 2002, in connection with
being re-consolidated with the ENE Tax Group, PGE entered into a tax sharing
agreement with ENE pursuant to which PGE agreed to make payments to ENE for
income taxes that PGE would incur if it were not a member of the ENE Tax Group.
Because PGE is treated as included in the ENE Tax Group, PGE does not pay income
taxes to the IRS but, instead, it makes payments to ENE pursuant to the tax
sharing agreement. As of July 31, 2003, PGE had paid $37 million to ENE under
the tax sharing agreement for estimated taxes for the period from January 1
through March 31, 2003. The determination of whether PGE did, in fact, become a
member of the ENE Tax Group on December 24, 2002 is fact intensive, and there
can be no assurance that the IRS will agree with ENE's assessment. If the IRS
does not agree that PGE became a member of the ENE Tax Group on December 24,
2002, and the matter is not resolved by the Bankruptcy Court or otherwise, PGE
may be required to pay additional amounts to the IRS (and, possibly, to certain
state and/or local taxing authorities as well). However, ENE believes that all
of the requirements for PGE's re-consolidation with the ENE Tax Group have been
satisfied.
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d. LITIGATION, REGULATORY PROCEEDINGS AND
INVESTIGATIONS. Current and future litigation, regulatory proceedings, and
governmental audits and investigations could, individually or in the aggregate,
have a material and adverse impact on PGE.
2. OPERATIONAL RISKS
a. FLUCTUATIONS IN WHOLESALE POWER COSTS. PGE's owned
generation capacity is not sufficient to meet its retail load requirements. To
supplement its own generation, PGE purchases power through both long-term power
purchase contracts and short-term, including spot, purchases in the wholesale
market as needed. The availability and price of power PGE purchases is
significantly affected by the amount of surplus generating capability in the
western United States, the number and credit quality of wholesale marketers and
brokers participating in the energy trading markets, the cost of fuels, price
caps set by FERC, and hydro conditions. Northwest hydro conditions, such as a
severe or sustained drought, have a significant impact on the supply and cost of
power in the region, and on PGE's ability to economically displace its more
expensive thermal generation. The availability and price of purchased power are
also affected by weather conditions in the Northwest during winter months and in
California and the Southwest during summer months. Although there are regulatory
procedures for PGE to seek recovery of any additional power costs through its
rates, there can be no assurance that PGE would be allowed such recovery.
b. FUEL COSTS AND RELATED HEDGING ACTIVITIES. PGE's
primary business is to provide electricity to its retail customers. PGE uses
both long-and short-term purchased power contracts to supplement its thermal and
hydroelectric generation to meet its load, as well as to respond to seasonal
fluctuations in the demand for electricity and variability in generating plant
operations. In meeting these needs, PGE is exposed to market risk arising from
the need to purchase power and to purchase fuel for its natural gas and
coal-fired generating units. To lower its financial exposure related to
commodity price fluctuations and manage its portfolio of resources, PGE
routinely enters into contracts to hedge purchase and sale commitments, fuel
requirements, weather conditions, inventories of natural gas, coal, and other
commodities. As part of its strategy, PGE routinely utilizes fixed-price forward
physical purchase and sales contracts, financial swaps, options, and futures
contracts. As a result of marketplace illiquidity and other factors, PGE's power
operations may, at times, be unable to fully hedge the portfolio for market
risks. PGE may, at times, have an open position in the market, within
established guidelines, resulting from the management of its portfolio. To the
extent open positions exist, fluctuating commodity prices can impact financial
results and financial position, either favorably or unfavorably. In addition,
the risk management procedures PGE has in place may not always work as planned.
In connection with its hedging activities, PGE manages the
risk of counterparty default by performing financial credit reviews and setting
limits and monitoring exposures, requiring collateral when needed and using
standardized enabling agreements that allow for the netting of positive and
negative exposures associated with a counterparty. Despite such mitigation
efforts, defaults by counterparties may periodically occur.
Even though PGE attempts to hedge some portion of its fuel
requirements, PGE still may face the risk of supply interruptions and fuel price
volatility. The price PGE can obtain
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for the sale of energy may not compensate it for its increased fuel costs, which
may have an adverse effect on financial performance.
As a result of these and other factors, PGE cannot predict
with precision the impact that its risk management decisions may have on its
business, operating results, or financial position.
c. DECREASE IN ELECTRICITY DEMAND. A sustained decrease
in demand for electricity in PGE's service territory would significantly reduce
revenues and, as a result, adversely impact the financial condition of PGE.
Factors that could lead to a decrease in demand include, among others, a
recession or other adverse economic condition in the territory, particularly any
economic slowdown in the manufacturing and technology sectors, and weather
conditions that result in lower consumption by consumers.
3. ENVIRONMENTAL RISKS
a. PORTLAND HARBOR. A 1997 investigation of a portion of
the Willamette River known as the Portland Harbor, conducted by the EPA,
revealed significant contamination of sediments within the harbor. Subsequently,
the EPA included Portland Harbor on the federal National Priority list pursuant
to CERCLA. PGE, together with a large number of other parties, received notice
from the EPA of PGE's potential liability with respect to the Portland Harbor
contamination. PGE's investigations to date have shown no significant soil or
groundwater contaminations with a pathway to the Willamette River sediments from
its Harborton substation facility. It is believed that PGE's contribution to the
sediment contamination, if any, could qualify it as a de minimis potential
responsible party under CERCLA. There can be no assurance, however, that PGE
will not incur significant liability with respect to the cost of investigation
and remediation of the Portland Harbor, which may materially adversely impact
PGE's financial condition or results of operations. Refer to Section VIII.A.7.,
"Environmental Matters" for further information.
h. CROSSCOUNTRY
In addition to the risk factors enumerated above, CrossCountry
is subject to the following risks:
1. ECONOMIC, POLITICAL, REGULATORY AND LEGAL RISKS
a. EXECUTION OF GROWTH STRATEGY. CrossCountry's current
strategy contemplates growth through both the acquisition of other energy assets
and the expansion of the Pipeline Businesses' existing systems. Any limitations
on the access of CrossCountry or its subsidiaries and affiliates to debt or
equity capital may impair CrossCountry's ability to execute its growth strategy.
CrossCountry's ability to access reasonably priced debt capital is dependent in
part on its ability, and the ability of its subsidiaries, to maintain favorable
credit ratings. On November 6, 2003, Transwestern closed on a 364-day extension
and restructuring of its prior credit facility. The aggregate commitment under
the extended and restructured facility is $486 million, composed of a $50
million revolver and $436 million of 364 day term loans.
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In addition, there are numerous risks involved in
CrossCountry's growth strategy through acquisitions, including, among others,
that CrossCountry may: (i) not be able to identify suitable acquisition
candidates; (ii) not be able to make acquisitions on economically acceptable
terms, or if made, assure that the acquisitions will be successful; (iii)
encounter material costs in seeking to make acquisitions or not be able to
complete any potential acquisitions it has pursued; (iv) encounter difficulties
in integrating operations and systems following acquisitions; or (v) encounter
difficulties or delays in obtaining regulatory approvals, which, in each case,
could have an adverse impact on CrossCountry's financial condition.
The failure of CrossCountry or the Pipeline Businesses to
generate sufficient funds in the future from the Pipeline Businesses' operations
or other financing sources may also cause the delay or abandonment of the
Pipeline Businesses' expansion plans and thus, adversely impact CrossCountry's
earnings and financial condition. Also a proposed expansion may cost more than
planned to complete, and such excess costs, if found imprudent by FERC, may not
be recoverable. The inability to recover any such costs or expenditures may
adversely impact CrossCountry's financial condition. Transwestern's planned San
Juan expansion is dependent on Transwestern's ability to secure additional
financing to cover the capital cost of that project.
In addition, the Pipeline Businesses' ability to engage in any
expansion project will be subject to numerous factors beyond CrossCountry's
control, including, among others, the following: (i) customers may be unwilling
to sign long-term contracts for service that would make use of a planned
expansion; (ii) CrossCountry's competitors may provide transportation services
to the area to which CrossCountry is expanding; (iii) competing entities may
construct new competing pipelines, and those new or expanded pipelines may offer
transportation services that are more desirable to customers because of costs,
location, supply options, facilities, or other factors; and (iv) the necessity
of obtaining shareholder approvals may delay or interfere with completion of
acquisitions or expansions in certain cases, including the approval of ENE prior
to the distribution to Creditors of CrossCountry Common Stock pursuant to the
Plan.
There can be no assurance that any future expansion or
extension project will be undertaken or, if undertaken, will be successful.
b. FERC PROCEEDINGS REGARDING FINANCING AND CASH
MANAGEMENT PRACTICES. CrossCountry's interstate Pipeline Businesses are subject
to extensive regulation by FERC. A FERC proceeding is currently underway that
relates to certain past financing and cash management activities of
Transwestern. That proceeding questioned Transwestern's entering into a $550
million loan prior to ENE's bankruptcy and its loan of the proceeds of that
borrowing to ENE. The proceeding resulted in a settlement between FERC's staff
and Transwestern but the settlement was challenged by a Transwestern customer
and is now awaiting final action by FERC. If accepted by FERC, the protesting
customer's position could result in disallowance of Transwestern's ability to
recover costs associated with the loan. Proceedings are also ongoing with
respect to industry-wide cash management practices and intracompany
transactions, as well as FERC audits of such practices, among ENE-affiliated
pipelines. CrossCountry does not expect any of these proceedings to have a
material adverse impact on its financial position but no assurance can be given
as to their final outcome. Refer to Section IX.A.6., "Regulatory Environment"
for further information.
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c. FERC IMPOSED TARIFF ADJUSTMENTS. Because
CrossCountry's businesses are primarily interstate natural gas pipelines subject
to regulation as natural gas companies under the Natural Gas Act of 1938, as
amended, the rates the interstate Pipeline Businesses can charge their customers
and other terms and conditions of service are subject to approval by FERC.
Under the terms of the interstate Pipeline Businesses'
transportation service contracts and in accordance with FERC's rate-making
principles, the interstate Pipeline Businesses' current maximum tariff rates are
designed to recover costs included in their pipeline systems' regulatory cost of
service that are associated with the construction and operation of the pipeline
systems that are reasonably and prudently incurred, including a reasonable
return on invested capital. CrossCountry's interstate Pipeline Businesses'
tariffs also permit them to charge negotiated rates for transportation services
to certain shippers, subject to the availability of base tariff rates, or
recourse rates, calculated on a traditional cost-of-service basis and provided
that non-rate terms and conditions in any agreement do not deviate in any
material aspect from those set forth in the tariff or applicable form of service
agreement contained in the tariff.
No assurance can be given that FERC will not alter or refine
its preferred methodology for establishing pipeline rates and tariff structures.
Nor can any assurance be given that all costs incurred, including a reasonable
return on capital, will be recoverable through rates. Failure by the interstate
Pipeline Businesses to recover material costs would adversely impact
CrossCountry's financial condition. Additionally, other aspects of the
interstate Pipeline Businesses' rate and services structures, such as the
mechanism for recovery of compressor fuel from customers, may be modified by
FERC during rate review proceedings and such modification of rate and service
structures may have an adverse impact on CrossCountry's financial condition.
Specifically, Transwestern's current authorization to collect physical volumes
of natural gas from its customers to compensate Transwestern for natural gas
burned as fuel in its compressors could be modified in a way that reduces the
amount of natural gas Transwestern has available to sell for its own account.
In addition, regulators and shippers on the pipelines have
rights to challenge the rates the pipelines charge and the pipelines' tariffs
may be modified in periodic rate proceedings, or at any time in response to a
complaint proceeding initiated by a customer of the pipeline, or by FERC itself.
While there are currently no material proceedings challenging the rates of any
of the interstate Pipeline Businesses, CrossCountry cannot predict what
challenges the interstate Pipeline Businesses may have to their rates in the
future.
Florida Gas filed a new rate case on October 1, 2003 and
Northern Border Pipeline, and Transwestern are required under previous
settlement agreements with FERC to file new rate cases to be effective no later
than May 2006 and November 2006, respectively. While CrossCountry does not
expect those rate proceedings to adversely impact its financial position, no
assurance can be given as to the final outcome.
d. MAINTENANCE AND EXPIRATION OF TRANSPORTATION SERVICE
AGREEMENTS. CrossCountry's financial condition and results of operations are
dependent on the interstate Pipeline Businesses' ability to maintain long-term
transportation service agreements with their
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largest customers at favorable transportation rates. Upon expiration, existing
customers may not extend their contracts at rates favorable to the interstate
Pipeline Businesses on a long-term basis, or at all. The interstate Pipeline
Businesses may also be unable to obtain favorable replacement agreements as
existing contracts expire. The extension or replacement of the existing
contracts with their customers depends on a number of factors beyond the
interstate Pipeline Businesses' control, including but not limited to: (i)
availability of economically deliverable supplies of natural gas for transport
through their pipeline systems; (ii) demand for natural gas in the interstate
Pipeline Businesses' market areas; (iii) the relative price of natural gas
compared to competing fuels; (iv) the basis differential between receipt and
delivery points on the pipeline systems; (v) competition to deliver natural gas
to the interstate Pipeline Businesses' major marketplaces from alternative
sources; (vi) whether transportation of natural gas pursuant to contracts
continues to be market practice; and (vii) whether the interstate Pipeline
Businesses' strategies, including their expansion strategies, continue to be
successful.
Transwestern, Florida Gas and Northern Border Pipeline also
have significant amounts of their capacity subject to contracts that expire over
the next four years. Additionally, certain of Florida Gas's contracts are
subject to early termination in the event of deregulation of the Florida
electric market or upon the occurrence of other triggering events. Any failure
to extend or replace these contracts may have an adverse impact on
CrossCountry's financial condition.
In addition, competition from other interstate natural gas
pipelines may adversely impact the ability of the interstate Pipeline Businesses
to re-contract for expiring transportation capacity and could lead to lower
levels of profitability. Transwestern faces competition resulting from the
recent expansion of Kern River's pipeline and from a proposed expansion of El
Paso Natural Gas's system. In addition, Florida Gas faces competition from
Gulfstream's proposed expansion on the East coast of Florida.
e. CONCENTRATED GAS TRANSPORTATION REVENUES. Certain of
CrossCountry's Pipeline Businesses are dependent on a relatively small number of
customers for a significant portion of their revenues. As a result, failure of
one or more of the Pipeline Businesses' most significant customers to pay for
contracted pipeline capacity reservation charges, for reasons related to
financial distress or otherwise, could reduce CrossCountry's revenues materially
if alternate arrangements were not made, such as adequate replacement contracts.
Accordingly, the loss of one of these customers or a decline in its
creditworthiness could adversely impact the results of operations, financial
condition, and cash-flow of CrossCountry and its Pipeline Businesses.
f. EXPANSION OF NORTHERN BORDER PARTNERS' MIDSTREAM GAS
GATHERING BUSINESS. Northern Border Partners' ability to expand its midstream
gas gathering business will depend in large part on the pace of drilling and
production activity in the Powder River, Wind River, and Williston Basins or
other natural gas producing basins in which it subsequently constructs or
acquires gas gathering and processing operations. Drilling and production
activity will be impacted by a number of factors beyond Northern Border
Partners' control, including demand for and prices of natural gas, producer
response to the recently issued Record of Decision for the Wyoming Environmental
Impact Statement and outcome of pending lawsuits challenging the Record of
Decision, the ability of producers to obtain necessary permits, and
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capacity constraints on natural gas transmission pipelines that transport gas
from the producing areas.
g. OPERATING INCOME FROM THE PURCHASE AND SALE OF
NATURAL GAS AND NATURAL GAS LIQUIDS. Certain of CrossCountry's subsidiaries or
affiliates derive a portion of their operating income from the purchase and sale
of natural gas and NGLs. Citrus Trading derives substantially all of its
operating margin from the purchase and sale of natural gas, and marks-to-market
its portfolio of contracts, the longest of which extends to 2013. Under
Transwestern's tariff, Transwestern's customers provide Transwestern with more
natural gas than is necessary to fuel Transwestern's pipeline system's
compressors. The amount of surplus fuel is dependent on system throughput in
each of Transwestern's pipeline segments. This surplus gas is available for
Transwestern to resell to third parties for Transwestern's own account.
Additionally, a Northern Border Partners affiliate, Bear Paw Energy, has
gathering and processing contracts associated with its midstream gas gathering
business in the Williston Basin that require its customers to pay for the
service they receive from Bear Paw Energy with physical quantities of natural
gas and liquids. The amount of natural gas and NGLS received is dependent on
total system throughput and the composition of the untreated gas stream.
Citrus Trading is naturally hedged on approximately half of
its portfolio due to purchases and sales being on substantially the same terms,
with the remainder of the portfolio purchased on a floating price basis and sold
at a fixed price. In addition, Transwestern and Northern Border Partners'
midstream gathering business in the Williston Basin have contracted to hedge the
value of their assets and operations, and are substantially hedged through 2003
and 2004. However, these businesses do not cover the entire exposure of their
assets or their positions to market price volatility and the coverage will vary
over time. To the extent these businesses have unhedged positions or their
hedging procedures are not as successful as planned, fluctuating commodity
prices may adversely impact CrossCountry's financial condition. Refer to Section
XIV.H.4.a., "Citrus Trading Contract Risk".
h. CONTINUED ACCESS TO TRIBAL LANDS. The Pipeline
Businesses' ability to operate their pipelines on certain tribal lands will
depend on their success in maintaining existing rights-of-way and obtaining new
rights-of-way on those tribal lands. Transwestern recently extended the term of
its right-of-way grant with several tribes including the Navajo Nation. The
extended right-of-way grant with the Navajo Nation expires in 2009.
Additionally, securing rights-of-way is critical to Transwestern's ability to
construct its proposed San Juan expansion project and other expansion projects.
CrossCountry cannot assure that it will be able to acquire new rights-of-way on
tribal lands or maintain access to existing rights-of-way upon the expiration of
current grants. Accordingly, CrossCountry's financial position could be
adversely affected if the costs of new or extended right-of-way grants are not
allowed to be recovered in the Pipeline Businesses' rates.
i. SIGNIFICANT DECREASE IN DEMAND FOR NATURAL GAS. A
sustained decrease in demand for natural gas in the markets served by the
Pipeline Businesses' systems would significantly reduce the revenues of the
Pipeline Businesses and, consequently, adversely impact the financial condition
of CrossCountry. Factors that could lead to a decrease in market demand include,
among others, the following: (a) a recession or other adverse economic condition
that results in lower spending by consumers on natural gas; (b) an increase in
the market price of
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natural gas; (c) higher fuel taxes or other governmental or regulatory actions
that increase, directly or indirectly, the cost of natural gas or that limit the
use of natural gas; or (d) a shift by consumers to more fuel-efficient or
alternative fuel machinery or an improvement in fuel economy, whether as a
result of technological advances by manufacturers, pending legislation proposing
to mandate higher fuel economy, or otherwise.
j. LITIGATION, REGULATORY PROCEEDINGS AND
INVESTIGATIONS. Current and future litigation, regulatory proceedings, and
governmental audits and investigations including claims relating to prepetition
activities of ENE, could, individually or in the aggregate, have a material
adverse impact on CrossCountry. For a description of current litigation,
regulatory proceedings and governmental investigations that involve or may
involve CrossCountry and its subsidiaries and affiliates, refer to Sections
IX.A.6., "Regulatory Environment" and IX.C., Historical Financials, Projections
and Valuation".
k. RELATED PARTY TRANSACTIONS
The discussion of the results of operations for Citrus Corp.
and Subsidiaries contained in Appendix I includes a discussion of an $80 million
gas sales, purchase and exchange arrangement and a $20 million prepayment
arrangement, each between Citrus Trading and an ENE affiliate during December
2000 and January 2001. Although the proceeds from the $80 million transactions
were reported in the audited financial statements of Citrus as cash from
operating activities, these gas sales arrangements could be viewed as
financings. These transactions are currently under review. Refer to Appendix I:
"CrossCountry Historical Financials" for further information.
l. RETIREE BENEFITS. In accordance with the Debtors'
request to terminate the Enron Gas Pipelines Retiree Benefits Trust, the Debtors
intend to distribute certain trust assets to CrossCountry entities following
such entities' express assumption of retiree benefit liabilities associated with
such assets for current and former employees. The applicable CrossCountry
entities will be assuming liabilities estimated as of June 30, 2002 of
approximately $16.87 million and will be receiving assets estimated as of the
same date of approximately $7.55 million. The CrossCountry entities are
permitted to recover a portion of the cost of retiree benefits through their
rate cases, however, there can be no assurance that the CrossCountry entities
will be able to recover the full cost of their retiree benefit liabilities.
Refer to Section IV.A.8.c, "Retiree Benefits" for further information.
2. STRUCTURAL RISKS
a. DEPENDENCE ON EARNINGS AND DISTRIBUTIONS OF CITRUS
AND NORTHERN BORDER PARTNERS. CrossCountry will derive a significant portion of
its cash flow from its interest in Citrus and its general and limited partner
interests in Northern Border Partners. A significant decline in Northern Border
Partners' or Citrus's earnings and/or cash distributions would have a
corresponding negative impact on CrossCountry. For further information on the
earnings and cash distributions of Northern Border Partners, refer to Section
IX.A.2.c., "Northern Plains" or Northern Border Partners' 2002 Annual Report on
Form 10-K available for free in the "Related Documents" section at
http://www.enron.com/corp/por/.
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b. CONTROL OVER PIPELINE BUSINESSES. Prior to the
distribution of CrossCountry's common stock pursuant to the Plan, ENE's consent
will be required for CrossCountry to take certain corporate actions. These
actions include, among others, entering into certain joint ventures, mergers or
other business combinations, undertaking certain capital expenditures or
expansions, or incurring certain indebtedness. Refer to Section IX.F.1.a.,
"CrossCountry Contribution and Separation Agreement" for further information.
CrossCountry will have varying degrees of management control
over the operation of its Pipeline Businesses that are not wholly owned
subsidiaries. With respect to these entities, certain significant actions will
require the consent of other joint venture parties or equity holders or their
representatives, and CrossCountry will not be in a position to direct the
outcome of all matters related to the underlying businesses. For example,
Citrus's organizational documents and Florida Gas's organizational documents
require that "important matters" be approved by both shareholders of Citrus.
Important matters include the declaration of dividends and similar payments, the
approval of operating budgets, the incurrence of indebtedness, and the
consummation of a number of significant transactions. There is a risk that
Citrus, with 50/50 joint ownership between CrossCountry and Southern Natural
Gas, will reach a deadlock in the decision-making process, which could adversely
affect the operation of this business, possibly for an extended period. Refer to
Section IX.A.1.b., "Employees and Pipeline Services" for further information.
The Citrus governance documents do not provide a specific mechanism for
resolving such a deadlock. Accordingly, any disagreement that arises between the
owners of Citrus could prevent approval of actions requiring an affirmative vote
of the Citrus Board of Directors or require litigation to resolve.
Likewise, certain decisions by Northern Border Partners and
its subsidiary Northern Border Pipeline require concurrence by entities not
controlled by CrossCountry. Accordingly, significant expansions and
acquisitions, as well as any change to the distribution policy at Northern
Border Pipeline, would require consent by entities not controlled by
CrossCountry. CrossCountry may be unable to unilaterally compel outcomes that
are in CrossCountry's best interest as to those non-controlled subsidiaries.
3. TAX RISKS
The CrossCountry Projections assume that ENE will pay cash for
the full amount of the net receivable balance owing to Transwestern under the
applicable tax allocation agreement; however, because this net receivable
balance may be subject to adjustments (as a result of audits by taxing
authorities) and future negotiations between ENE and Transwestern, and because
any payment with respect to such balance is subject to prior consent of the
Creditors' Committee, the actual amount that ultimately is paid (if any) may
vary materially from the amount projected. Refer to Appendix J: "CrossCountry
Financial Projections - 2003-2006".
4. OTHER RISKS
a. CITRUS TRADING CONTRACT RISK. Citrus Trading is a
party to a long term commodity sale contract with Auburndale Power Partners that
is substantially "out-of-the-money." This "out-of-the-money" position was
historically offset by gas supply arrangements,
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one of which was recently terminated. That termination leaves the Auburndale
contract 50% unhedged. Citrus Trading's "out-of-the-money" position with
Auburndale is no longer fully offset by in the money supply contracts. Citrus
Trading is currently performing under the Auburndale contract, but there can be
no assurance that it will be able to continue performing or continue as a going
concern.
I. PRISMA RISKS
In addition to the risk factors enumerated above, Prisma is
subject to the following risks:
1. ECONOMIC, POLITICAL, REGULATORY, AND LEGAL RISKS
a. INTERNATIONAL ECONOMIC SLOWDOWN. The current
worldwide economic slowdown has increased political and regulatory pressure to
lower energy costs in many countries in which Prisma operates. The delivery of
energy products and services is an inherently political business because it
ultimately involves the delivery of a basic necessity to a large group of
consumers. When economies are growing, governments tend to focus on the
development of energy infrastructure projects. When economies slow, political
pressures shift to emphasize the lowering of energy costs. Economic downturns
have also historically led to governments coming into power that are interested
in playing a more active role in regulating energy prices. The regulatory
systems in many of the countries in which the transferred businesses conduct
operations are not immune from, and at times are highly susceptible to, such
political pressures. Political pressure may cause regulators in the countries in
which the transferred businesses conduct operations to enact new regulations or
to modify or repeal existing regulations that could adversely affect the
transferred businesses. There can also be no assurances that political pressures
will not result in the expropriation of assets or businesses by the countries in
which the transferred businesses operate.
b. REGULATORY INTERVENTION AND POLITICAL PRESSURE. Past
and potential regulatory intervention and political pressures may lead to
tariffs that are not compensatory or otherwise undermine the value of the
long-term contracts entered into by the transferred businesses. The revenues of
some of the key businesses expected to be a part of Prisma, including SK-Enron,
Elektro, and Vengas, are dependent on tariffs or other regulatory structures
that allow regulatory authorities to periodically review the prices such
businesses charge customers and the other terms and conditions under which
services and products are offered. Other key businesses expected to be a part of
Prisma, such as Accroven, Cuiaba, and Trakya, rely on long-term contracts with
governmental or quasi-governmental entities for all or substantially all of
their revenues. Because of political or other pressures, including those
discussed above, regulatory authorities may set rates that do not provide a
meaningful rate of return on amounts invested or allow for a sufficient recovery
of operating costs or may otherwise not respect the contractual frameworks upon
which some of the transferred business were developed and are currently
operated. For example, Elektro's concession agreement provides that its terms
can be changed by the government in certain cases to re-establish "financial and
economic equilibrium." However, neither the standards nor the mechanics for this
process are clearly specified and any such change could be effected in a manner
adverse to Elektro's interest. In addition, in Brazil, certain
government-appointed officials have questioned certain
565
contractually fixed terms of the Cuiaba project's power sales agreement with a
government-controlled entity. In 2001 and 2002 in Turkey, a New Energy Market
Law and related regulations were adopted and a new regulatory body created to
liberalize the electricity market. The new law and regulations do not exempt
existing generators from its requirements and the new regulator has been
confrontational with the Trakya project, expressing its intention to abrogate or
renegotiate existing contracts in favor of the new regulatory regime. The
abrogation or renegotiation of any of the long-term contracts of a business
would likely lead to significantly lower revenues for such business.
c. POLITICAL INSTABILITY, CIVIL UNREST, AND REGIME
CHANGE. Prisma may suffer losses as a result of political instability, civil
unrest, and regime change. The political and social conditions in many of the
countries where the transferred businesses are located present many risks, such
as civil strife, guerrilla activities, insurrection, border disputes, leadership
succession turmoil, war, expropriation, and nationalization, that are generally
greater than risks in the United States. For example, the revelations of nuclear
weapons capabilities in North Korea have increased regional tensions and harmed
the investment environment in South Korea and may harm the financial results of
SK-Enron. Also, general strikes in Venezuela in late 2002 left Vengas with a
drastically reduced supply of LPG for almost a month and caused PdVSA to be
delinquent in payments to Accroven. Continuing political turmoil in Venezuela
and in other countries may continue to harm the financial results of the
transferred businesses.
Changes in governments, even through democratic elections,
have caused, and may in the future cause, losses for some of the transferred
businesses as a result of the uncertainty they create. Changes in governments in
foreign countries frequently result in greater regulatory changes than do
changes in administrations in the United States.
d. DEVALUATIONS OF FOREIGN CURRENCIES. Prisma may suffer
losses as a result of devaluations in the currencies of the countries in which
it is expected to operate. The revenues of some of the key businesses expected
to be a part of Prisma, including SK-Enron, Elektro, and Vengas, are collected
substantially or exclusively in the relevant local currency. In such cases, a
strengthening of the U.S. dollar relative to such local currency will reduce the
amount of cash flow and net income of such business in U.S. dollar terms. Such
devaluations will also diminish the asset base in U.S. dollar terms on which
businesses subject to rate of return tariff regulation, such as SK-Enron and
Elektro, are allowed to earn a regulated return. Certain countries where Prisma
will derive significant revenue and be exposed to these risks, including Brazil
and Venezuela, have experienced moderate to severe devaluations of the local
currency in recent years. The results of Elektro and Vengas have been materially
reduced in U.S. dollar terms as a result and will continue to be reduced to the
extent the relevant local currency continues to decline in value relative to the
U.S. dollar.
Currency devaluation risk is further exacerbated when a
business has borrowed funds or has significant payment obligations in one type
of currency but receives revenue in another. This is the case with Elektro,
which has dollar-denominated loans and dollar-denominated payment obligations
under a long-term PPA. In such cases, an adverse change in exchange rates will
erode the capital of such business and reduce its ability to meet debt service
or other payment obligations or to obtain dollar-denominated goods and services.
566
In some cases the contractual agreements that are the sources
of revenue of the transferred businesses provide for payments to be made in, or
indexed to, U.S. dollars or a currency freely convertible into U.S. dollars. No
assurance can be given, however, that these structures will continue to be
effective in all cases or that any given counterparty will be able to obtain
acceptable currency to meet its obligations or that these structures will not
adversely affect the credit risk of any given counterparty. Other than these
contractual arrangements, it is not anticipated that Prisma will be able to
hedge against devaluation risks in a cost-effective matter.
e. INABILITY TO REMIT OR CONVERT PROFITS. Prisma may not
receive dividends or other distributions from the transferred businesses because
of exchange controls or similar government regulations restricting currency
conversion or repatriation of profits. Economic and monetary policies and
conditions in a given country and other factors could affect Prisma or its
businesses' ability to convert local currency into U.S. dollars or to remit
funds out of the foreign country. Furthermore, the central banks of most foreign
countries have the ability to suspend, restrict or otherwise impose conditions
on foreign exchange transactions or to approve the remittance of currency into
or out of the country. In several of the countries where Prisma is expected to
operate, such controls and restrictions have historically been imposed and in
others are currently being imposed. For example, Brazil imposed remittance
restrictions for six months from late 1989 to early 1990, and Venezuela adopted
a currency exchange regime in February 2003 that has yet to be fully
implemented, but requires that all exchanges be made through the central bank at
a set rate. As with devaluation risk discussed above, these risks can be
mitigated only to a limited extent through contractual arrangements. Refer to
Section X.A.3.c(iii), "Vengas, S.A. (Vengas)" for further information on the
currency exchange regime in place in Venezuela.
f. DIFFICULTY ENFORCING AND DEFENDING CONTRACTUAL AND
LEGAL RIGHTS. Certain countries in which Prisma is expected to operate do not
have well-developed legal or judicial systems and lack a well-developed,
consolidated body of laws governing infrastructure businesses and foreign
investment enterprises. In many jurisdictions in which Prisma is expected to
operate, there is little if any precedent relating to the structures for such
businesses. In addition, the administration of laws and regulations by
government agencies in such countries may be subject to considerable discretion.
As a result, Prisma and the businesses expected to be a part of Prisma may be
unable to enforce their rights under material agreements and governmental rules
and regulations.
While most of the transferred businesses have entered into
agreements that require dispute resolution by international arbitration, such
provisions may be difficult to enforce and may not provide the anticipated
benefits, and awards resulting from such arbitration may be difficult or
impossible to collect. Parties to agreements may try to use local courts to stay
or otherwise frustrate arbitration proceedings. For example, despite contractual
clauses requiring international arbitration, ENE's 50% partner in SK-Enron
recently petitioned a local court and was successful in obtaining the court's
permission to place a "preliminary attachment" lien, which was ultimately not
enforced, on ENE's ownership interest in the business in an effort to obtain an
advantage in resolving a shareholder disagreement.
567
Any awards obtained in arbitration are often difficult to
enforce, both because of procedural difficulties and because it is often
difficult to find assets that can be levied against in jurisdictions where such
an award will be enforced by local courts. In addition, many of the transferred
businesses' contracts have counterparties that are sovereigns or other
governmental entities, the assets of which are sometimes deemed to be immune
from execution. International arbitration or litigation in foreign countries can
be a very costly and lengthy process. Even if a transferred business receives an
arbitral award or judgment in its favor, it may be unable to collect on such
award or judgment to recoup its losses.
g. LITIGATION, REGULATORY PROCEEDINGS, AND
INVESTIGATIONS. Current and future litigation, regulatory proceedings, and
governmental audits and investigations could, individually or in the aggregate,
have a material and adverse impact on Prisma. For a description of current
litigation, regulatory proceedings and governmental investigations that involve
or may involve Prisma and its subsidiaries and affiliates, refer to Sections
IX.A.6., "Regulatory Environment" and X.C., "Legal Proceedings" for further
information.
2. OPERATIONAL RISKS
a. UNINSURED PLANT AND EQUIPMENT FAILURES. The power
generation businesses that are expected to be a part of Prisma use complex
technologies in their operations. A number of these businesses may experience
plant and equipment failures that last for extended periods of time. For
example, excessive vibration at the Trakya power plant led to an unscheduled
outage lasting 92 days beginning in January 2002 and the catastrophic failure of
a combustion turbine at the Cuiaba power plant led to a partial unscheduled
outage lasting 204 days beginning in August 2001. While it is expected that
Prisma will maintain insurance to cover most equipment failures, it will not be
able to cover every potential risk and loss. In addition, the deductible waiting
period under business interruption policies requires a set period of days to
pass prior to receiving benefits from the policies. Prisma may suffer material
losses if an equipment failure occurs that is incapable of repair or remedy for
an extended period of time, or if that equipment or failure is uninsurable.
b. DIFFICULTIES OBTAINING INSURANCE. Prisma may not be
able to obtain all customary, desirable, or required insurance on reasonable
terms or at all. The market for insurance has changed dramatically in recent
years, as a result of the events of September 11, 2001, recent political
upheavals, the rise of terrorism, and the armed conflicts in Afghanistan and
Iraq. Costs for many types of insurance, such as terrorism insurance, business
interruption insurance, and other disaster-based coverage, have risen
significantly. Many of the businesses expected to be a part of Prisma have seen
their insurance premiums and deductible amounts increase dramatically since
2001. In the future, Prisma may have to spend even greater amounts for insurance
premiums, possibly for less coverage. In some cases, such insurance may not be
available on commercially reasonable terms for certain businesses, which could
have an adverse effect on Prisma's financial condition in the event of an
uninsured casualty. Further, many of Prisma's project financings require
specific levels of certain insurance. A failure to obtain the required insurance
has put, and could in the future put additional, financings in default.
c. CONCENTRATION OF CUSTOMERS AND SUPPLIERS. Certain of
the transferred businesses rely upon one or a limited number of customers that
provide all or substantially all of
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the business's revenue and/or a limited number of suppliers to provide LPG,
natural gas, liquid fuel of various types, and other services required for the
operation of the business. Prisma's customers, in turn, are also dependent on
transmission and delivery systems to deliver the product to the end-users. The
failure of these systems may make Prisma's customers less willing or able to
make required payments to Prisma.
In certain cases there are long-term purchase or supply
agreements and the financial performance of a particular business is dependent
upon the continued performance by a customer or supplier of its obligations
under such long-term agreement. As a result of the failure of a major customer
or supplier to meet its contractual obligations, the affected business may be in
default under loan or other agreements, and such business may be unable to meet
current debt service obligations or operating expenses and financial results
could be materially adversely affected. Any such circumstance that became
chronic or prolonged could result in the loss of all economic value from such
business for Prisma.
In a number of cases, a transferred business's sole supplier
or customer is a government-owned entity. In such cases contractual dealings can
be more difficult and could become politicized. The government-owned entity may
act in accordance with political objectives and not on commercially reasonable
terms. For example, the government-owned entity may use its position to force
the renegotiation of long-term purchase or supply agreements when market forces
cause the underlying economics of an agreement to no longer favor the
government-owned entity. Such renegotiation would result in a loss of value from
such contracts for the transferred business.
3. STRUCTURAL RISKS
a. INABILITY TO CONTROL TRANSFERRED BUSINESSES. Prisma
will own interests in and manage its businesses exclusively through
subsidiaries. Prisma will have varying degrees of management control over the
operation of its businesses because Prisma's ownership may vary anywhere from
100% to significantly less than 50%. Refer to the ownership charts in X.A.3.,
"Transferred Businesses" for further information about each business segment. In
some joint venture subsidiaries, Prisma is able to exert a significant degree of
influence with respect to the management and operation of the business through
contractual agreements granting operating authority to Prisma or its wholly
owned subsidiaries, the right through shareholder or other governance agreements
to appoint the officers of the joint venture and the right to fill positions on
boards of directors or management committees. In certain other joint venture
subsidiaries, Prisma's ability to exert influence is more limited. Even in
subsidiaries where Prisma has significant rights, actions with respect to many
significant matters require the consent of other joint venture parties or equity
holders or their representatives and Prisma is not in a position to direct the
outcome of many matters related to the underlying businesses. Where Prisma can
nominate or appoint officers or directors of a given legal entity, such persons
may owe a fiduciary duty to all stakeholders of such entity and will not be able
to act solely in the interest and at the direction of Prisma. To the extent the
interests of such entity, its other shareholders or its lenders are inconsistent
with those of Prisma, the actions of such officers and directors in fulfilling
their fiduciary duties may adversely affect the value of Prisma's equity
interests in the entity.
569
Although Prisma will seek to establish centralized internal
controls and procedures, including standards of internal accounting control, for
each business in which it owns an interest, because of its limited control over
certain businesses, these efforts may not always be successful. Prisma may not
be able to ensure that internal accounting controls are adequate in businesses
that it does not control. In addition, varying business cultures and practices
in the 14 countries in which Prisma expects to own interests may make it
difficult to implement and monitor adequate internal controls regardless of
Prisma's ownership in or control over any business.
There is a danger that transferred businesses with divided
ownership, such as SK-Enron and the 50/50 joint venture between Prisma and Shell
with respect to Cuiaba, will reach a deadlock in the decision-making process,
which could adversely affect the operation of those businesses, possibly for an
extended period. The resolution of such a deadlock in some of Prisma's
businesses requires the operation of buy-sell procedures, which allow one owner
to set a price at which the other owner is required either to sell its interest
or buy the other owner's interest. In any such case, there is a risk that such a
deadlock could arise at a time when Prisma does not have sufficient funds
available to buy out another partner and therefore would be required to sell its
interest even if it believed that the price specified was not representative of
the value of the interest Prisma held. In addition, any such forced transfer
could have significant negative tax or accounting implications for Prisma.
b. RELIANCE ON SUBSIDIARIES FOR DIVIDENDS AND
DISTRIBUTIONS. Substantially all of Prisma's cash flow will be dependent upon
the receipt of cash dividends and distributions or other transfers from its
subsidiaries. Prisma's subsidiaries will be separate and distinct legal entities
that in certain instances have no obligation, contingent or otherwise, to make
any funds available to Prisma, whether by dividends, loans or other payments.
For example, SK-Enron has historically reinvested its earnings and not paid
dividends pursuant to the terms of a shareholders agreement that obligates the
parties to minimize dividends. In addition, Cuiaba uses a substantial portion of
all available earnings to pay loans to ENHBV, an ENE affiliate that may not be
transferred to Prisma. Accroven has not been able to pay dividends because it
has not achieved project completion (as defined in its financing documents).
Prisma will be unable to unilaterally cause dividends or distributions to be
made from many of the transferred businesses in which it owns less than a 100%
interest. In addition, each subsidiary's ability to pay dividends to Prisma
depends on any statutory or contractual restrictions that may be applicable to
such subsidiary, which may include requirements to maintain minimum levels of
working capital and other assets. Included in such contractual restrictions are
the debt agreements of certain subsidiaries that restrict their ability to pay
dividends, make distributions, or otherwise transfer funds to Prisma. In
addition, a substantial amount of the assets of certain of Prisma's subsidiaries
have been pledged as collateral under such debt agreements. To the extent
Prisma's subsidiaries do not have funds available or are otherwise restricted
from paying dividends to Prisma, its ability to pay dividends on its common
stock will be adversely affected. Dividend policies may also be impacted by
withholding taxes and other tax treatment that may make it disadvantageous to
pay dividends.
c. TRANSFER RESTRICTIONS. Most of the transferred
businesses are subject to transfer restrictions running in favor of co-sponsors,
financing parties, governmental agencies issuing required approvals, off-takers,
and others. While Prisma is expected to own and operate
570
or otherwise participate in the management of all of the businesses initially
contributed to Prisma, should it desire to sell any in the future, it may need
to obtain a consent or waiver of any such restrictions applicable to the
business to be sold. The existence of such transfer restrictions may make it
more difficult for Prisma to sell its interests and may adversely affect the
price at which it may be able to sell its interests.
d. CONCENTRATION OF REVENUES. Prisma's results will be
disproportionately affected by the results of a few of its largest businesses.
It is estimated that SK-Enron and Elektro will represent a material portion of
Prisma's revenues, which leaves it disproportionably vulnerable to any negative
developments that may arise with respect to those businesses or in South Korea
or Brazil.
4. TAX RISKS
a. TAX TREATIES. Prisma's ability to repatriate the
maximum amount of earnings from the various foreign jurisdictions in which its
projects conduct activities may be affected by whether income tax treaty
benefits are available. The Cayman Islands does not have an income tax treaty
network with other countries.
b. PASSIVE FOREIGN INVESTMENT COMPANY. For U.S. federal
income tax purposes, Prisma is a "foreign corporation." A foreign corporation is
classified as a PFIC for federal income tax purposes in any taxable year in
which, after taking into account its pro-rata share of the gross income and
assets of any company, U.S. or foreign, in which such foreign corporation is
considered to own 25% or more of the shares by value, either (i) 75% or more of
its gross income in the taxable year is passive income, or (ii) 50% or more of
its assets (averaged over the year and ordinarily determined based on fair
market value) are held for the production of, or produce, passive income.
The Debtors do not anticipate that Prisma will be a PFIC for
its first taxable year and, based on Prisma's current business plan, do not
anticipate that Prisma will become a PFIC. However, because the Debtors'
expectations are based, in part, on interpretations of existing law as to which
there is no specific guidance, and because the tests for PFIC status are applied
annually, there can be no assurance that Prisma will not be treated as a PFIC.
If Prisma is, or becomes, a PFIC, certain shareholders thereof may be subject to
adverse U.S. federal income tax consequences upon receipt of distributions from
Prisma or upon realizing a gain on the disposition of shares of Prisma Common
Stock, including taxation of such amounts as ordinary income (which does not
qualify for the reduced 15% tax rate applicable to certain "qualified dividend
income") and the imposition of an interest charge on the resulting tax liability
as if such ordinary income accrued over such shareholders' holding period for
the Prisma Common Stock.
Holders of Claims who may receive Prisma Common Stock under
the Plan are urged to consult their own tax advisers regarding income derived
from holding or disposing of Prisma Common Stock.
c. TAX DETERMINATIONS. The businesses to be transferred
to Prisma have taken tax positions on many issues and with respect to each of
the various jurisdictions in which they may be subject to taxation. Although
such transferred businesses believe that such positions
571
are correct, no assurance can be given that taxing authorities will not take a
contrary view on any of a number of issues that could have a material adverse
effect on the results of Prisma.
d. DIFFERENCES IN VALUATION. Upon the transfer of assets
(most of which are contracts rights and as such are considered intangibles for
U.S. tax purposes) to Prisma, U.S. gain is likely to be recognized in the amount
of the difference between the fair market value of the contract rights and the
tax basis in either the stock or assets transferred. There is a risk of
valuation controversy with the IRS. However, in view of the amount of the
Debtors' NOL, the Debtors believe that no material amount of federal income tax
liability could result from such controversy. For a discussion of the Debtors'
NOL, refer to Section XV., "Certain Material Federal Income Tax Consequences of
the Plan".
5. OTHER RISKS
a. CONTRACTUAL AND REGULATORY DISPUTES. Certain of
Prisma's subsidiaries are currently involved in material disputes with
regulatory authorities, partners, or contractual counterparties and have taken
tax positions that may be subject to dispute. The outcome of these disputes
could have a material adverse impact on Prisma's financial condition and on the
operation of Prisma's business. Refer to Sections X.A.3., "Transferred
Businesses" and X.C., "Legal Proceedings" for further information on such
disputes.
b. THIRD-PARTY CONSENT TO TRANSFER OF BUSINESSES. At the
current time, no operating businesses or assets have been transferred to Prisma.
Various approvals and consents of third parties (including governmental
authorities) will be needed before the businesses described in this Disclosure
Statement can be transferred to Prisma as contemplated by the Plan. There can be
no assurance that all or any of such approvals or consents can be obtained.
Refer to Section X.A.2., "Risk Factors" for additional information regarding
consents required. If any required approval or consent cannot be obtained, then
at the discretion of ENE, subject to the consent of the Creditors' Committee as
contemplated in the Plan, such business will not be transferred to the ownership
of Prisma and, instead, will remain, directly or indirectly, with ENE. Refer to
Section VII.C.1., "Categories of Remaining Assets" for further information. As a
result, it is possible that Prisma's businesses may not include all of the
transferred businesses described in this Disclosure Statement. In addition, it
is possible that any consents or approvals that are given could contain
conditions or limitations that could adversely affect Prisma's ability to
operate and manage its business, or adversely affect its financial results.
Some business may be transferred to Prisma without obtaining
certain third party consents that such third parties assert are required to
effect such transfer. Transfers without such consents may result in litigation
that could have substantial financial consequences to Prisma.
c. INVESTMENT COMPANY ACT OF 1940. The Investment
Company Act requires the registration of, and imposes various substantive
restrictions on, certain companies that engage primarily, or propose to engage
primarily, in the business of investing, reinvesting or trading in securities,
or that fail certain tests regarding the composition of assets and sources of
income and are not primarily engaged in businesses other than investing,
holding, owning, or trading securities. Based on a preliminary analysis, which
assumed that all of the businesses to be transferred to Prisma as described in
this Disclosure Statement are in fact transferred, Prisma
572
believes that it will not be required to register as an "investment company"
under the Investment Company Act. There can be no assurance, however, that (i) a
change in the mix of businesses to be transferred to Prisma or any subsequent
information will not change this analysis, or (ii) the SEC will not otherwise
determine that Prisma is an "investment company" required to register under the
Investment Company Act. If Prisma were required to register as an investment
company under the Investment Company Act, it would become subject to substantial
regulations with respect to its capital structure, management, operations,
transactions with affiliates, and other matters. Registration as an investment
company under the Investment Company Act would have a material adverse effect on
Prisma.
J. LITIGATION TRUST RISKS
In addition to the risk factors enumerated above, the
Litigation Trust and the Special Litigation Trust are subject to the following
risk:
1. NONOCCURRENCE OF DISTRIBUTIONS
Distributions from the Litigation Trust and the Special
Litigation Trust will be dependent upon the success of the Litigation Trust
Claims and Special Litigation Trust Claims and the proceeds of such Litigation
Trust Claims and Special Litigation Trust Claims being in excess of the
liabilities, obligations, and expenses of the Litigation Trust and Special
Litigation Trust, as the case may be. The Debtors can make no assurances that
there will be any distributions from the Litigation Trust or the Special
Litigation Trust.
XV. CERTAIN MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN
CAPITALIZED TERMS USED THROUGHOUT THIS DISCLOSURE STATEMENT ARE DEFINED IN
APPENDIX A: "MATERIAL DEFINED TERMS FOR ENRON DISCLOSURE STATEMENT" ATTACHED
HERETO.
The following discussion summarizes certain material federal
income tax consequences of the implementation of the Plan to the Debtors and to
certain holders of Allowed Claims. This summary does not address the federal
income tax consequences to holders of Claims who are deemed to have rejected the
Plan in accordance with the provisions of section 1126(g) of the Bankruptcy Code
(i.e., holders of Enron Subordinated Debenture Claims (Class 183), Subordinated
Claims (Classes 376-382), Enron Preferred Equity Interests (Class 383), Enron
Common Equity Interest (Class 384), and Other Equity Interests (Class 385)) or
holders whose Claims are entitled to payment in full in Cash or are otherwise
unimpaired under the Plan and to holders of Claims who are deemed to have
accepted the Plan (i.e., holders of Allowed Administrative Expense Claims,
Allowed Priority Claims and Allowed Secured Claims and Intercompany Claims).
Additionally, this summary does not address the federal income tax consequences
to holders of Allowed Intercompany Claims or to Settling Former Employees.
This summary is based on the IRC, existing and proposed
Treasury Regulations, judicial decisions, and published administrative rules and
pronouncements of the IRS as in effect on the date hereof, all of which are
subject to change, possibly on a retroactive basis. Any such change could
significantly affect the federal income tax consequences described below.
573
The federal income tax consequences of the Plan are complex
and are subject to significant uncertainties. The Debtors have not requested an
opinion of counsel with respect to any of the tax aspects of the Plan. While the
Debtors have filed ruling requests with the IRS concerning certain, but not all,
of the federal income tax consequences of the Plan, there is no assurance that a
favorable ruling will be obtained, and the consummation of the Plan is not
conditioned upon the issuance of such rulings.
This summary does not address state, local or foreign income
or other tax consequences of the Plan, nor does it purport to address the
federal income tax consequences of the Plan to special classes of taxpayers
(such as non-U.S. persons, broker-dealers, banks, mutual funds, insurance
companies, financial institutions, thrifts, small business investment companies,
regulated investment companies, tax-exempt organizations, persons holding Common
Stock of any of the Operating Entities as part of a hedging, straddle,
conversion or constructive sale transaction or other integrated investments,
traders in securities that elect to use a mark-to-market method of accounting
for their security holding, certain expatriates, or former long term residents
of the United States, persons who receive Common Stock of any of the Operating
Entities as compensation, holders of 10% or more of the voting power (directly,
indirectly or constructively) of Prisma, or pass-through entities or investors
in pass-through entities).
ACCORDINGLY, THE FOLLOWING SUMMARY IS FOR INFORMATIONAL
PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE BASED
UPON THE PARTICULAR CIRCUMSTANCES PERTAINING TO A HOLDER OF A CLAIM. EACH HOLDER
OF A CLAIM IS URGED TO CONSULT ITS OWN TAX ADVISORS FOR THE FEDERAL, STATE,
LOCAL AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES APPLICABLE TO IT UNDER THE
PLAN.
A. CONSEQUENCES TO THE DEBTORS
For federal income tax purposes, ENE is the parent of an
affiliated group of corporations that includes certain of the Debtors and
certain of their corporate subsidiaries that join in the filing of a
consolidated federal income tax return. This group of corporations, the ENE Tax
Group, has reported substantial consolidated NOL carryforwards for federal
income tax purposes as of December 31, 2002. In addition, the Debtors expect
that the ENE Tax Group will incur additional losses during the taxable year
ending December 31, 2003, which the Debtors expect will generate additional NOL
carryforwards for the ENE Tax Group as of December 31, 2003. The amount of such
NOLs and NOL carryforwards remains subject to review and adjustment by the IRS
and to the application of Sections 108 and 382 of the IRC.
If the Debtors remain in existence following the Effective
Date, the sole purpose of their remaining in existence will be the winding-up of
their affairs. Accordingly, the Debtors intend to treat the Plan as a plan of
liquidation for federal income tax purposes. As discussed below, due to the lack
of direct authoritative guidance as to the survival and utilization of NOL
carryforwards and the timing of recognition of cancellation of indebtedness in
the context of a plan of liquidation there is a risk that certain of the
Debtors' favorable tax attributes (such as any losses incurred through the end
of the taxable year in which the Plan becomes effective, NOL carryforwards, and
tax basis) may be substantially reduced, eliminated, or subjected to
574
significant limitations as the result of implementation of the Plan. The Debtors
believe that, notwithstanding the potential for attribute reduction, elimination
or limitation, implementation of the Plan should not cause them to incur a
material amount of federal income tax so long as they have disposed of
substantially all of their assets on or prior to the earlier of (a) the earliest
date on which an "ownership change" (within the meaning of Section 382 of the
IRC, as discussed below) occurs or (b) the last day of the taxable year that
includes the earliest date on which they are treated, for federal income tax
purposes, as having a discharge of a material amount of indebtedness (as
discussed below). The Debtors' objective is to implement the Plan in a manner
that will cause them to have disposed of substantially all of their assets on or
prior to the earlier of these dates; however, there can be no assurance that the
Debtors will achieve this objective because (i) there is a lack of direct
authoritative guidance as to when these dates occur and (ii) certain of the
Debtors' assets are subject to transfer restrictions (including the possible
requirement for governmental or third-party private consents) that may prevent
their timely disposition by the Debtors.
1. CANCELLATION OF DEBT
The IRC provides that a debtor in a bankruptcy case must
reduce certain of its tax attributes - such as NOL carryforwards, current year
NOLs, tax credits, and tax basis in assets - by the amount of any COD that
arises by reason of the discharge of the debtor's indebtedness. Under recently
issued Treasury Regulations (as well as proposed tax legislation) the reduction
in certain tax attributes (such as NOL carryforwards) occurs on a consolidated
basis where, as in the case of the Debtors who are members of the ENE Tax Group,
a consolidated federal income tax return is filed. COD is the amount by which
the adjusted issue price of indebtedness discharged exceeds the amount of cash,
the issue price of any debt instrument and the fair market value of any other
property given in exchange therefor, subject to certain statutory or judicial
exceptions that can apply to limit the amount of COD (such as where the payment
of the cancelled debt would have given rise to a tax deduction).
If the amount of such a debtor's COD is sufficiently large, it
can eliminate these favorable tax attributes; to the extent the amount of COD
exceeds the amount of such tax attributes, the excess COD has no adverse federal
income tax consequence. Any reduction in tax attributes under these rules does
not occur until the end of the taxable year after such attributes have been
applied to determine the tax in the year of discharge or, in the case of asset
basis reduction, the first day of the taxable year following the taxable year in
which the COD occurs.
The Debtors believe that the implementation of the Plan should
not cause them to incur a material amount of federal income tax by reason of COD
so long as they have disposed of substantially all of their assets on or prior
to the last day of the taxable year that includes the earliest date on which
they are treated, for federal income tax purposes, as recognizing a material
amount of COD. The Debtors' objective is to implement the Plan in a manner that
will cause them to have disposed of substantially all of their assets on or
prior to such date; however, there can be no assurance that the Debtors will
achieve this objective because (i) there is a lack of direct authoritative
guidance as to when such date occurs and (ii) certain of the Debtors' assets are
subject to transfer restrictions (including the possible requirement for
governmental or third-party private consents) that may prevent their timely
disposition by the Debtors. The Debtors have filed a ruling request with the IRS
regarding the applications of the COD rules to the
575
Debtors in the context of the Plan. However, there is no assurance that a
favorable ruling will be obtained.
2. LIMITATIONS ON NOL CARRYFORWARDS AND OTHER TAX ATTRIBUTES
a. SECTION 382 LIMITATIONS - GENERAL. Under Section 382
of the IRC, if a corporation (or consolidated group) undergoes an "ownership
change," the amount of its pre-change losses (including NOL carryforwards from
periods before the ownership change and certain losses or deductions which are
"built-in," (i.e., economically accrued but unrecognized), as of the date of the
ownership change) that may be utilized to offset future taxable income generally
is subject to an annual limitation.
Subject to the business continuation requirement discussed
below, the amount of this Annual Limitation is equal to the product of (i) the
fair market value of the stock of the corporation (or, in the case of a
consolidated group, the common parent) immediately before the ownership change
(with certain adjustments) multiplied by (ii) the "long-term tax-exempt rate,"
which is the highest of the adjusted federal long-term rates in effect for any
month in the 3-calendar-month period ending with the calendar month in which the
ownership change occurs. For a corporation (or consolidated group) in bankruptcy
that undergoes the ownership change pursuant to a confirmed bankruptcy plan, the
stock value generally is determined immediately after (rather than before) the
ownership change by taking into account the surrender or cancellation of
creditors' claims, also with certain adjustments. The Annual Limitation can
potentially be increased by the amount of certain recognized built-in gains.
Notwithstanding the foregoing general rule, however, if the
corporation (or the consolidated group) does not continue its historic business
or use a significant portion of its historic assets in a new business for two
years after the ownership change, the Annual Limitation resulting from the
ownership change is zero (potentially increased by certain recognized built-in
gains).
As indicated above, the Annual Limitation does not only limit
the amount of NOL carryforward that can be utilized after an ownership change
occurs, it can also operate to limit the deductibility of built-in losses
recognized subsequent to the date of the ownership change. If a loss corporation
(or consolidated group) has a net unrealized built-in loss at the time of an
ownership change (taking into account most assets and items of "built-in" income
and deduction), then any built-in losses recognized during the following five
years (up to the amount of the original net unrealized built-in loss) generally
will be treated as pre-change losses and similarly will be subject to the Annual
Limitation. Conversely, if the loss corporation (or consolidated group) has a
net unrealized built-in gain at the time of an ownership change, any built-in
gains recognized during the following five years (up to the amount of the
original net unrealized built-in gain) generally will increase the Annual
Limitation in the year recognized, such that the loss corporation (or
consolidated group) would be permitted to use its pre-change losses against such
built-in gain income in addition to its regular annual allowance. Although the
rule applicable to net unrealized built-in losses generally applies to
consolidated groups on a consolidated basis, certain corporations that join the
consolidated group within the preceding five years may not be able to be taken
into account in the group computation of net unrealized built-in loss. Such
corporations would nevertheless still be taken into account in determining
whether
576
the consolidated group has a net unrealized built-in gain. In general, a loss
corporation's (or consolidated group's) net unrealized built-in gain or loss
will be deemed to be zero unless it is greater than the lesser of (i) $10
million or (ii) 15% of the fair market value of its assets (with certain
adjustments) before the ownership change.
b. SECTION 382 LIMITATIONS - POSSIBLE APPLICATION TO THE
ENE TAX GROUP. In light of the foregoing, the ENE Tax Group's ability to utilize
certain NOLs (and carryforwards thereof) and certain other tax attributes would
be potentially subject to limitation if ENE were to undergo an "ownership
change" within the meaning of Section 382 of the IRC by reason of the
implementation of the Plan (or otherwise). Although there is a lack of direct
authoritative guidance on this point, the Debtors intend to take the position
that because the Plan is a plan of liquidation for federal income tax purposes,
neither its confirmation nor consummation will cause the holders of Claims to be
deemed to have acquired stock, or the shareholders to be deemed to have
surrendered stock so that there will not have been an ownership change for
purposes of Section 382 of the IRC. If, notwithstanding this position, an
ownership change were to occur, the Debtors could incur a material amount of
federal income tax in connection with the implementation of the Plan unless (1)
the Debtors' assets are distributed pursuant to the Plan on or before the date
of such ownership change or (2) the amount of the Annual Limitation (taking into
account the increase therein for certain recognized built-in gains) is large
enough to permit the ENE Tax Group to utilize an amount of NOL carryforwards
(and other attributes) sufficient to offset such income tax.
The Debtors believe that the implementation of the Plan should
not cause them to incur a material amount of federal income tax by reason of the
application of Section 382 of the IRC so long as they have disposed of
substantially all of their assets on or prior to the earliest date on which an
"ownership change" (within the meaning of Section 382 of the IRC) occurs. The
Debtors' objective is to implement the Plan in a manner that will cause them to
have disposed of substantially all of their assets on or prior to such date;
however, there can be no assurance that the Debtors will achieve this objective
because (i) there is a lack of direct authoritative guidance as to when such
date occurs and (ii) certain of the Debtors' assets are subject to transfer
restrictions (including the possible requirement for governmental or third party
private consents) that may prevent their timely disposition by the Debtors. The
Debtors have filed a ruling request with the IRS regarding the applications of
IRC Section 382 to the Debtors in the context of the Plan. However, there is no
assurance that a favorable ruling will be obtained.
3. ALTERNATIVE MINIMUM TAX
In general, a federal alternative minimum tax is imposed on a
corporation's alternative minimum taxable income at a 20% tax rate to the extent
such tax exceeds the corporation's regular federal income tax. For purposes of
computing taxable income for alternative minimum tax purposes, certain tax
deductions and other beneficial allowances are modified or eliminated. For
example, a corporation is generally not allowed to offset more than 90% of its
taxable income for federal alternative minimum tax purposes by available NOL
carryforwards.
577
In addition, if a corporation (or consolidated group)
undergoes an "ownership change" within the meaning of Section 382 of the IRC and
is in a net unrealized built-in loss position (as determined for federal
alternative minimum tax purposes) on the date of the ownership change, the
corporation's (or consolidated group's) aggregate tax basis in its assets would
be reduced for certain federal alternative minimum tax purposes to reflect the
fair market value of such assets as of the change date.
Any federal alternative minimum tax that a corporation pays
generally will be allowed as a nonrefundable credit against its regular federal
income tax liability in future taxable years to the extent the corporation is no
longer subject to federal alternative minimum tax.
Except as described below, the Debtors believe that the
implementation of the Plan should not cause them to incur a material amount of
federal alternative minimum tax so long as they have disposed of substantially
all of their assets on or prior to the earlier of (a) the earliest date on which
an "ownership change" (within the meaning of Section 382 of the IRC, as
discussed below) occurs or (b) the last day of the taxable year that includes
the earliest date on which they are treated, for federal income tax purposes, as
having a discharge of a material amount of indebtedness (as discussed below).
The Debtors' objective is to implement the Plan in a manner that will cause them
to have disposed of substantially all of their assets on or prior to the earlier
of these dates; however, there can be no assurance that the Debtors will achieve
this objective because (i) there is a lack of direct authoritative guidance as
to when these dates occur and (ii) certain of the Debtors' assets are subject to
transfer restriction (including the possible requirement for governmental or
third party private consents) that may prevent their timely disposition by the
Debtors. Moreover, even if the Debtors accomplish the foregoing objectives,
alternative minimum tax liability could be incurred if, pursuant to the Plan,
the stock of PGE or CrossCountry (or a subsidiary of CrossCountry) is
transferred in a manner that enables the company whose stock is transferred to
increase its basis in its assets for federal income tax purposes; however, the
Debtors do not anticipate that they would effect such a transaction unless it
were determined to maximize the value of these assets taking into account the
effect of any applicable alternative minimum tax.
B. CONSEQUENCES TO THE HOLDERS OF CERTAIN CLAIMS
1. CONSEQUENCES TO HOLDERS OF CONVENIENCE CLAIMS
Pursuant to the Plan, holders of Allowed Convenience Claims
(in Classes 191 to 375) will receive Cash in satisfaction and discharge of their
Claims. Refer to Section XV.B.2., "Consequences to Holders of General Unsecured
Claims and Guaranty Claims" for information relevant to holders of Allowed
Convenience Claims that elect to have such Claims treated as General Unsecured
Claims.
In general, each holder of an Allowed Convenience Claim will
recognize gain or loss in an amount equal to the difference between (i) the
amount of Cash received by such holder in satisfaction of its Claim (other than
any Claim for accrued but unpaid interest) and (ii) the holder's adjusted tax
basis in its Claim (other than any Claim for accrued but unpaid interest). Refer
to Section XV.B.3., "Distributions in Discharge of Accrued But Unpaid Interest"
for a discussion of the tax consequences of any Claims for accrued interest.
578
Where gain or loss is recognized by a holder, the character of
such gain or loss as long-term or short-term capital gain or loss or as ordinary
income or loss will be determined by a number of factors, including the tax
status of the holder, whether the Claim constitutes a capital asset in the hands
of the holder and how long it has been held, whether the Claim was acquired at a
market discount, and whether and to what extent the holder previously had
claimed a bad debt deduction.
A holder that purchased its Claim from a prior holder at a
market discount may be subject to the market discount rules of the IRC. Under
those rules, assuming that the holder has made no election to amortize the
market discount into income on a current basis with respect to any market
discount instrument, any gain recognized on the exchange of such Claim (subject
to a de minimis rule) generally would be characterized as ordinary income to the
extent of the accrued market discount on such Claim as of the date of the
exchange.
Each holder of an Allowed Convenience Claim should consult its
own tax advisor to determine the character of any gain or loss recognized by it
in connection with the implementation of the Plan.
2. CONSEQUENCES TO HOLDERS OF GENERAL UNSECURED CLAIMS AND
GUARANTY CLAIMS
a. GAIN OR LOSS - GENERALLY. In general, holders of
Allowed General Unsecured Claims (Classes 3-182) and holders of Guaranty Claims
(Classes 185-189) will recognize gain or loss in an amount equal to the
difference between (i) such holder's "amount realized" in respect of its Claim,
which is the amount of cash and the fair market value of any property
(including, as discussed below, such holder's undivided interest in the assets
transferred to the Operating Trusts (to the extent such trusts are established)
and the Remaining Assets Trust (to the extent such trust is established), and in
the case of a holder of Allowed General Unsecured Claim, also including such
holder's undivided interest in the assets transferred to the Litigation Trust
and the Special Litigation Trust, received by the holder in satisfaction of its
Claim (other than amounts that are in respect of any Claim for accrued but
unpaid interest, and amounts required to be treated as imputed interest (refer
to Section XV.B.2.b., "Gain or Loss - Imputed Interest" and (ii) the holder's
adjusted tax basis in its Claim (other than any Claim for accrued but unpaid
interest). Refer to Section XV.B.3., "Distributions in Discharge of Accrued But
Unpaid Interest" for a discussion of the federal income tax consequences of any
Claim for accrued interest. Refer to Section XV.B., "Consequences to the Holders
of Certain Claims" for information relevant to holders of Allowed General
unsecured Claims and Allowed Guaranty Claims that elect to have such claims
treated as Convenience Claims.
As discussed below, each of the Litigation Trust, the Special
Litigation Trust, the Operating Trusts, and the Remaining Assets Trust has been
structured with the intention of qualifying as a "grantor trust" for federal
income tax purposes. Accordingly, the Debtors will treat each holder of an
Allowed General Unsecured Claim or Allowed Guaranty Claim that receives an
interest in one of the above-referenced trusts for federal income tax purposes
as directly receiving, and as a direct owner of, its allocable percentage of the
assets of the applicable trust. Refer to Section XV.B.4., "Tax Treatment of the
Trusts and Holders of Beneficial Interests". Pursuant to the Plan, a good faith
valuation of the assets of each trust as of
579
the date of distribution of interests in such trust will be made, and the
Debtors and the trustees of the trusts will use such valuations in filing any
required reports or returns with the IRS. All holders of Allowed General
Unsecured Claims and Allowed Guaranty Claims will be informed of such
determination and are required by the Plan to use such valuations on tax returns
and reports filed with the IRS.
Any amount that such a holder receives as a distribution from
the Litigation Trust, the Special Litigation Trust, the Operating Trusts, and/or
the Remaining Assets trust in respect of its beneficial interests in the trust
(other than as a result of a subsequent distribution from the Disputed Claim
Reserve) should not be included, for federal income tax purposes, in such
holder's amount realized in respect of its Claim but should be separately
treated as a distribution received in respect of such holder's beneficial
(ownership) interests in the applicable trust. Refer to Section XV.B.4., "Tax
Treatment of the Trusts and Holders of Beneficial Interests".
b. GAIN OR LOSS - IMPUTED INTEREST. If distributions are
made to a holder of an Allowed General Unsecured Claim or Allowed Guaranty Claim
by the Debtors (and/or the Disputed Claims Reserve) subsequent to the Effective
Date or on multiple dates, the imputed interest provisions of the IRC may apply
to treat a portion of such distributions as interest for federal income tax
purposes. Holders of such claims are urged to consult their tax advisors
regarding the possible application of these imputed interest rules.
c. GAIN OR LOSS - EFFECT OF POTENTIAL FUTURE
DISTRIBUTIONS. The possibility that a holder of an Allowed General Unsecured
Claim or Allowed Guaranty Claim will receive distributions after the Effective
Date can have tax consequences to such holders.
(i) ALL DISTRIBUTIONS (WHETHER OR NOT RECEIVED
ON THE EFFECTIVE DATE) TO A HOLDER OF AN ALLOWED GENERAL UNSECURED CLAIM OR
ALLOWED GUARANTY CLAIM (INCLUDING DISTRIBUTIONS FROM THE DISPUTED CLAIMS RESERVE
(OTHER THAN AMOUNTS ATTRIBUTABLE TO EARNINGS)) SHOULD BE TAXABLE TO SUCH HOLDER
IN ACCORDANCE WITH THE PRINCIPLES DISCUSSED ABOVE IN "GAIN OR LOSS - GENERALLY."
As noted in "Gain or Loss - Imputed Interest" above, the imputed interest
provisions of the IRC may apply to treat a portion of any subsequent
distribution as imputed interest.
(ii) IT IS POSSIBLE THAT RECOGNITION OF ANY LOSS
REALIZED BY A HOLDER OF AN ALLOWED GENERAL UNSECURED CLAIM OR ALLOWED GUARANTY
CLAIM MAY BE DEFERRED UNTIL SUCH HOLDER CAN NO LONGER RECEIVE FUTURE
DISTRIBUTIONS UNDER THE PLAN FROM THE DISPUTED CLAIMS RESERVE AND/OR THE
DEBTORS.
(iii) IT IS POSSIBLE THAT ANY GAIN REALIZED BY A
HOLDER OF AN ALLOWED GENERAL UNSECURED CLAIM OR ALLOWED GUARANTY CLAIM IN
RESPECT OF DISTRIBUTIONS FROM THE DEBTORS AND/OR THE DISPUTED CLAIMS RESERVE MAY
BE DEFERRED UNDER THE "INSTALLMENT METHOD" OF REPORTING. Such deferral of gain
recognition may not be advantageous to a particular holder and, accordingly,
holders of such claims should consider the desirability of making an election to
forego the application of the installment method.
(iv) HOLDERS OF ALLOWED GENERAL UNSECURED CLAIMS
AND ALLOWED GUARANTY CLAIMS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING
THE POSSIBILITY FOR SUCH
580
DEFERRAL OF RECOGNITION OF GAINS AND LOSSES AND THE POSSIBILITY OF ELECTING OUT
OF THE INSTALLMENT METHOD OF REPORTING ANY GAIN REALIZED IN RESPECT OF THEIR
CLAIMS.
d. GAIN OR LOSS - CHARACTER. Where gain or loss is
recognized by a holder of an Allowed General Unsecured Claim or Allowed Guaranty
Claim in respect of its Claim, the character of such gain or loss as long-term
or short-term capital gain or loss or as ordinary income or loss will be
determined by a number of factors, including the tax status of the holder,
whether the Claim constitutes a capital asset in the hands of the holder and how
long it has been held, whether the Claim was acquired at a market discount and
whether and to what extent the holder had previously claimed a bad debt
deduction. A holder of such a claim that purchased its Claim from a prior holder
at a market discount may be subject to the market discount rules of the IRC.
Under those rules, assuming that the holder has made no election to amortize the
market discount into income on a current basis with respect to any market
discount instrument, any gain recognized on the exchange of such Claim (subject
to a de minimis rule) generally would be characterized as ordinary income to the
extent of the accrued market discount on such Claim as of the date of the
exchange. Holders of Allowed General Unsecured Claims and Allowed Guaranty
Claims are urged to consult their tax advisors to determine the character of any
gain or loss recognized in connection with the implementation of the Plan.
e. PROPERTY RECEIVED - TAX BASIS. In general, a holder's
tax basis in any property received (including the holder's undivided interest in
the assets of the Litigation Trust, the Special Litigation Trust, the Operating
Trusts, and/or the Remaining Assets Trust) will equal the fair market value of
such property on the date of distribution, and the holding period for such
property generally will begin the day following the date of distribution.
f. GAIN OR LOSS - CERTAIN HOLDERS WHOSE CLAIMS
CONSTITUTE STOCK OR SECURITIES. If (1) a holder's Claim constitutes either
"stock" or a "security" for federal income tax purposes, (2) the obligor under
the Claim (x) is treated as a corporation for federal income tax purposes and
(y) is one of the entities that is treated, for federal income tax purposes, as
transferring assets to Prisma or CrossCountry on or prior to the Effective Date,
and (3) the assets so transferred by such corporation constitute "substantially
all" of the assets of such corporation for federal income tax purposes, then
such holder's federal income tax treatment may differ from the treatment
described above. For such Holder, the formation of Prisma or CrossCountry may be
treated as a tax-free reorganization for federal income tax purposes that would
prevent such a holder from recognizing a loss in respect of the implementation
of the Plan; such loss would instead be reflected in a higher than fair market
value basis in the Prisma Common Stock and/or CrossCountry Common Stock received
by such holder. For such a holder that would otherwise recognize a gain in
respect of the implementation of the Plan, it is possible that tax-free
reorganization treatment could defer a portion of such gain; such deferred gain
would be reflected in a lower than fair market value basis in the Prisma Common
Stock and/or CrossCountry Common Stock received by such holder. It is possible
that this alternative tax treatment (and consequent deferral of loss recognition
and possible deferral of gain recognition) could also apply to a holder of a
Claim against ENE that constitutes either "stock" or a "security" for federal
income tax purposes (even if the formation of CrossCountry did not cause such
treatment, as discussed above), if ENE were to transfer the Existing PGE Common
Stock or the PGE Common Stock to a holding company (which, subject to regulatory
considerations, ENE has the right to do.)
581
Whether a Claim constitutes either "stock" or a "security" for
federal income tax purposes depends on the facts and circumstances surrounding
the origin and nature of the Claim. Prominent factors that courts have relied
upon in determining whether an obligation or other instrument constitutes either
"stock" or a "security" include: (a) the term of the instrument, (b) whether the
instrument is secured, (c) the degree of subordination of the instrument, (d)
the ratio of debt to equity of the issuer, (e) the riskiness of the issuer's
business, and (f) the negotiability of the instrument. Holders of Allowed
General Unsecured Claims and Allowed Guaranty Claims should consult their tax
advisors to determine whether their Claims constitute either "stock" or
"securities" for federal income tax purposes and whether this alternative
federal income tax treatment may be applicable to them.
g. ASSETS OWNED BY OPERATING SUBSIDIARIES - TAX BASIS.
The Debtors believe that certain of the Operating Entities and certain of their
subsidiaries have a tax basis in their respective assets that is substantially
lower than the fair market value of such assets. The Debtors may seek to
implement the Plan in a manner that would increase the tax basis of certain such
assets to their respective fair market value. However, there is no assurance
that the Debtors will be able to achieve this objective.
h. PRISMA - CERTAIN PFIC CONSIDERATIONS. Pursuant to the
Plan, holders of Allowed General Unsecured Claims and Allowed Guaranty Claims
will receive, among other things, Prisma Common Stock. For U.S. federal income
tax purposes, Prisma is a "foreign corporation." A foreign corporation is
classified as a PFIC for federal income tax purposes in any taxable year in
which, after taking into account its pro-rata share of the gross income and
assets of any company, U.S. or foreign, in which such foreign corporation is
considered to own 25% or more of the shares by value, either (i) 75% or more of
its gross income in the taxable year is passive income, or (ii) 50% or more of
its assets (averaged over the year and ordinarily determined based on fair
market value) are held for the production of, or produce, passive income.
The Debtors do not anticipate that Prisma will be a PFIC for
its first taxable year and, based on Prisma's current business plan, do not
anticipate that Prisma will become a PFIC. However, because the Debtors'
expectations are based, in part, on interpretations of existing law as to which
there is no specific guidance, and because the tests for PFIC status are applied
annually, there can be no assurance that Prisma will not be treated as a PFIC.
If Prisma is, or becomes, a PFIC, certain shareholders thereof may be subject to
adverse U.S. federal income tax consequences upon receipt of distributions from
Prisma or upon realizing a gain on the disposition of shares of Prisma Common
Stock, including taxation of such amounts as ordinary income (which does not
qualify for the reduced 15% tax rate applicable to certain "qualified dividend
income") and the imposition of an interest charge on the resulting tax liability
as if such ordinary income accrued over such shareholder's holding period for
Prisma Common Stock.
Holders of Claims who may receive Prisma Common Stock under
the Plan are urged to consult their own tax advisers regarding income derived
from holding or disposing of Prisma Common Stock.
582
3. DISTRIBUTIONS IN DISCHARGE OF ACCRUED BUT UNPAID INTEREST
In general, to the extent that property received by a holder
of an Allowed General Unsecured Claim or Allowed Guaranty Claim is received in
satisfaction of interest accrued during its holding period, such amount will be
taxable to the holder as interest income (if not previously included in the
holder's gross income). Conversely, such a holder generally recognizes a
deductible loss to the extent any accrued interest claimed or amortized OID was
previously included in its gross income and is not paid in full. It is unclear
whether a holder of a Claim with previously included OID that is not paid in
full would be required to recognize a capital loss rather than an ordinary loss.
Holders of claims for accrued interest including amortized OID should consult
their own tax advisors.
Pursuant to the Plan, all distributions in respect of any
Claim will be allocated first to the principal amount of such Claim, and
thereafter, to accrued but unpaid interest, if any. However, there is no
assurance that such allocation will be respected by the IRS for federal income
tax purposes.
Each holder of an Allowed General Unsecured Claim, Allowed
Enron Guaranty Claim, or Allowed Wind Guaranty Claim is urged to consult its tax
advisor regarding the allocation of consideration and the deductibility of
previously included unpaid interest and OID for tax purposes.
4. TAX TREATMENT OF THE TRUSTS AND HOLDERS OF BENEFICIAL
INTERESTS
As discussed above, in connection with the implementation of
the Plan, holders of Allowed General Unsecured Claims and Allowed Guaranty
Claims may receive interests in one or more of the Operating Trusts, and/or the
Remaining Assets Trust and holders of Allowed General Unsecured Claims may also
receive interests in one or more of the Litigation Trust and the Special
Litigation Trust.
a. CLASSIFICATION OF THE TRUSTS. Each such trust is
intended to qualify as "grantor trust" for federal income tax purposes. In
general, a "grantor trust" is not a separate taxable entity. As such, assuming
each trust is classified as a grantor trust the assets transferred to such
trusts will be deemed for federal income tax purposes to have been transferred
by Debtors to the appropriate holders of Allowed Claims pursuant to the Plan and
such assets will be treated as being owned at all times thereafter by such
holders of Allowed Claims. The IRS, in Revenue Procedure 94-45, 1994-2 C.B. 684,
set forth the general criteria for obtaining an IRS ruling as to the grantor
trust status of a liquidating trust under a chapter 11 plan. The Litigation
Trust, the Special Litigation Trust, the Operating Trusts, and the Remaining
Assets Trust have been structured with the intention of complying with such
general criteria. Pursuant to the Plan, and in conformity with Revenue Procedure
94-45, all parties (including the Debtors, the trustees of the trusts and the
appropriate holders of Allowed Claims) are required to treat the trusts, for
federal income tax purposes, as grantor trusts of which the appropriate holders
of Allowed Claims are the owners and grantors. The following discussion assumes
that the trusts will be respected as grantor trusts for federal income tax
purposes. The Creditors' Committee together with the Debtors has filed with the
IRS a request for a ruling to that effect with respect to the Litigation Trust
and the Special Litigation Trust; however, there is no assurance that such
ruling
583
will be obtained. Additionally, no opinion of counsel has been requested
concerning the tax status of the trusts as grantor trusts. As a result, there
can be no assurance that the IRS will treat the trusts as grantor trusts. If the
IRS were to challenge successfully such classification, the federal income tax
consequences to the trusts, the holders of Allowed Claims, and the Debtors could
vary from those discussed herein (including the potential for an entity level
tax on any income of the trusts).
b. GENERAL TAX REPORTING BY THE TRUSTS AND
BENEFICIARIES. For all federal income tax purposes, the Plan requires all
parties (including the Debtors, the trustees of the Litigation Trust, the
Special Litigation Trust, the Operating Trusts and the Remaining Assets Trust,
and the appropriate holders of Allowed General Unsecured Claims and Allowed
Guaranty Claims) to treat the transfer of assets by the Debtors to the trusts,
for federal income tax purposes, as a transfer of such assets directly to the
appropriate holders of Allowed General Unsecured Claims and Allowed Guaranty
Claims followed by the transfer of such assets by such holders of Allowed
General Unsecured Claims and Allowed Guaranty Claims to the Trust. Consistent
therewith, the Plan requires all parties to treat the trusts as grantor trusts
of which such holders of Allowed General Unsecured Claims and Allowed Guaranty
Claims are the owners and grantors. Thus, such holders of Allowed General
Unsecured Claims and Allowed Guaranty Claims (and any subsequent transferees of
interests in one of the applicable trusts) will be treated as the direct owners
of a specified undivided interest in the assets of the applicable trust for all
federal income tax purposes (which assets will have a tax basis equal to their
fair market value on the date transferred to the trust). The Plan requires the
trustee of each of the Litigation Trust, the Special Litigation Trust, the
Operating Trusts, and the Remaining Assets Trust to determine the fair market
value of the assets of the trust as of the date the assets are transferred to
the trust and, further requires all parties, including the beneficiaries of such
trusts, to consistently use such valuations in filing any required returns and
reports with the IRS.
Accordingly, except as discussed below (in connection with the
Disputed Claims Reserve), the Plan requires each holder of an Allowed General
Unsecured Claims and Allowed Guaranty Claims that is a beneficiary of such
trusts to report on its federal income tax return its allocable share of any
income, gain, loss, deduction, or credit recognized or incurred by each trust,
in accordance with its relative beneficial interest. The character of items of
income, deduction, and credit to any beneficiary and the ability of such
beneficiary to benefit from any deduction or losses will depend on the
particular situation of such beneficiary. The Disputed Claims Reserve will hold
the beneficial interests in the trusts not owned by the beneficiaries and will
report on its federal income tax return the portion of each trust's income,
gain, loss, deduction, or credit attributable to the beneficial interest in the
trust that it holds.
The federal income tax reporting obligation of a trust
beneficiary is not dependent upon a trust distributing any cash or other
proceeds. Therefore, a beneficiary may incur a federal income tax liability with
respect to its allocable share of the income of a trust whether or not the trust
has made any concurrent distribution to the beneficiary. In general, other than
in respect of distributions attributable to a reduction in the Disputed Claims
Reserve's interest in the Litigation Trust, the Special Litigation Trust, the
Operating Trusts, and the Remaining Assets Trust and the forfeiture of unclaimed
distributions, a distribution by a trust to an appropriate holder of an Allowed
General Unsecured Claims and Allowed Guaranty Claims will not be taxable to such
beneficiary because the beneficiaries are already regarded for federal income
tax
584
purposes as owning the underlying assets. Beneficiaries are urged to consult
their tax advisors regarding the appropriate federal income tax treatment of
distributions from the Trusts. Refer to Section XV.B.5., "Treatment of Disputed
Claims Reserve" for additional information.
The trustee of each of the Litigation Trust, the Special
Litigation Trust, the Operating Trusts, and the Remaining Assets Trust will file
with the IRS returns for the trust as a grantor trust pursuant to Treasury
Regulation section 1.671-4(a) and will also send to each applicable beneficiary
of such trusts, a separate statement setting forth such beneficiary's share of
items of income, gain, loss, deduction, or credit and will instruct the
beneficiary to report such items on its federal income tax return.
5. TREATMENT OF DISPUTED CLAIMS RESERVE
From and after the Effective Date, and until such time as all
of the Debtors' assets (and the proceeds thereof) can be distributed to the
holders of Allowed Claims in accordance with the terms of the Plan, the Disputed
Claims Reserve will own a portion of the Plan Currency and interests in the
trusts.
Distributions from the Disputed Claims Reserve will be made to
holders of Disputed Claims when such Claims are subsequently Allowed and to
holders of Allowed Claims (whether such Claims were Allowed on or after the
Effective Date) when any Disputed Claims are subsequently disallowed. In
addition, to the extent that it is necessary for assets to be held in the
Disputed Claims Reserve pending the sale of Remaining Assets (in order to
determine which holders of Allowed General Unsecured Claims and Allowed Guaranty
Claims are entitled to receive distributions thereof under the terms of the
Plan), distributions from the Disputed Claims Reserve will also be made to such
holders when sales of (or certain other circumstances in respect of) such
Remaining Assets occur. Such distributions (other than amounts attributable to
earnings) should be taxable to the recipient in accordance with the principles
discussed above in "Gain or Loss - Generally."
a. DISPUTED CLAIM RESERVE - FEDERAL INCOME TAX -
GENERAL. Under Section 468B(g) of the IRC, amounts earned by an escrow account,
settlement fund, or similar fund are subject to current tax. Although certain
Treasury Regulations have been issued under this section, no final Treasury
Regulations have as yet been promulgated to address the tax treatment of such
accounts in a bankruptcy setting. Thus, depending on the facts of a particular
situation, such an account could be treated as a separately taxable trust, as a
grantor trust treated as owned by the holders of Disputed Claims or by the
Debtors (or, if applicable, any of its successors), or otherwise. On February 1,
1999, the IRS issued proposed Treasury Regulations that, if finalized in their
current form, would specify the tax treatment of escrows of the type here
involved that are established after the date such Treasury Regulations become
final. In general, such Treasury Regulations would tax such an escrow in a
manner similar to a corporation. As to previously established escrows, such
Treasury Regulations would provide that the IRS would not challenge any
reasonably and consistently applied method of taxation for income earned by the
escrow, and any reasonably and consistently applied method for reporting such
income.
b. DISPUTED CLAIM RESERVE - FEDERAL INCOME TAX -
INTENDED TREATMENT BY DEBTORS. Absent definitive guidance from the IRS or a
court of competent jurisdiction to the
585
contrary (including the issuance of applicable final Treasury Regulations, the
receipt by the Disbursing Agent of a private letter ruling if the Disbursing
Agent so requests one, or the receipt of an adverse determination by the IRS
upon audit if not contested by the Disbursing Agent), the Disbursing Agent shall
(i) treat the Disputed Claims Reserve as one or more discrete trusts (which may
consist of separate and independent shares) for federal income tax purposes in
accordance with the trust provisions of the IRC (sections 641 et seq.), and (ii)
to the extent permitted by applicable law, report consistently for state and
local income tax purposes. The Plan requires all parties to consistently follow
such treatment in filing any returns and reports with the IRS.
Accordingly, subject to issuance of definitive guidance, the
Disbursing Agent will report as subject to a separate entity level tax any
amounts earned by the Disputed Claims Reserve including any taxable income of
the Litigation Trust, the Special Litigation Trust, the Operating Trusts, and
the Remaining Assets Trust allocable to the Disputed Claims Reserve, except to
the extent such earnings or income are distributed by the Disbursing Agent
during the same taxable year. In such event, the amount of earnings or income
that is so distributed to an Allowed Claim holder during the same taxable year
will be includible in such holder's gross income.
c. DISPUTED CLAIM RESERVE - FINANCING OF TAX
OBLIGATIONS. If the Disputed Claims Reserve has insufficient funds to pay any
applicable taxes imposed upon it or its assets, the Reorganized Debtors will
make a Tax Advance to the Disputed Claims Reserve. Any such Tax Advance will be
repayable from future amounts otherwise receivable by the Disputed Claims
Reserve.
If and when a distribution is to be made from the Disputed
Claims Reserve, the distributee will be charged its pro rata portion of any
outstanding Tax Advance (including accrued interest). If a cash distribution is
to be made to such distributee, the Disbursing Agent shall be entitled to
withhold from such distributee's distribution the amount required to pay such
portion of the Tax Advance (including accrued interest). If such cash is
insufficient to satisfy the respective portion of the Tax Advance and there is
also to be made to such distributee a distribution of other Plan Currency or
Trust interests, the distributee shall as a condition to receiving such other
assets pay in cash to the Disbursing Agent an amount equal to the unsatisfied
portion of the Tax Advance (including accrued interest). Failure to make such
payment shall entitle the Disbursing Agent to reduce and permanently adjust the
amounts that would otherwise be distributed to such distributee to fairly
compensate the Disputed Claims Reserve for the unpaid portion of the Tax Advance
(including accrued interest).
In light of the foregoing, each holder of an Allowed Claim is
urged to consult its tax advisors regarding the potential tax treatment of the
Disputed Claim Reserve, distributions therefrom, and any tax consequences to
such holder relating thereto.
6. WITHHOLDING AND CERTAIN INFORMATION REPORTING
All distributions to holders of Allowed Convenience Claims,
Allowed General Unsecured Claims and Allowed Guaranty Claims under the Plan are
subject to any applicable tax withholding, including employment tax withholding.
Under federal income tax law, interest,
586
dividends, and other reportable payments may, under certain circumstances, be
subject to "backup withholding" at the then applicable withholding rate
(currently 28%). Backup withholding generally applies if the holder (a) fails to
furnish its social security number or other taxpayer identification number, (b)
furnishes an incorrect taxpayer identification number, (c) fails properly to
report interest or dividends, or (d) under certain circumstances, fails to
provide a certified statement, signed under penalty of perjury, that the tax
identification number provided is its correct number and that it is not subject
to backup withholding. Backup withholding is not an additional tax but merely an
advance payment, which may be refunded to the extent it results in an
overpayment of tax. Certain persons are exempt from backup withholding,
including, in certain circumstances, corporations and financial institutions.
Recently effective Treasury Regulations generally require
disclosure by a taxpayer on its federal income tax return of certain types of
transactions in which the taxpayer participated on or after January 1, 2003,
including, among other types of transactions, the following (1) a transaction
offered under "conditions of confidentiality"; (2) a transaction where the
taxpayer was provided contractual protection for a refund of fees if the
intended tax consequences of the transaction are not sustained; (3) certain
transactions that result in the taxpayer claiming a loss in excess of specified
thresholds; and (4) a transaction in which the taxpayer's federal income tax
treatment differs by more than a specified threshold in any tax year from its
treatment for financial reporting purposes. These categories are very broad;
however, there are numerous exceptions. Holders of Allowed Convenience Claims,
Allowed General Unsecured Claims and Allowed Guaranty Claims are urged to
consult their tax advisors regarding these regulations and whether the
transactions contemplated by the Plan would be subject to these regulations and
require disclosure on the holders' tax returns.
THE FOREGOING SUMMARY HAS BEEN PROVIDED FOR INFORMATIONAL
PURPOSES ONLY. ALL HOLDERS OF CLAIMS ARE URGED TO CONSULT THEIR TAX ADVISORS
CONCERNING THE FEDERAL, STATE, LOCAL, AND FOREIGN TAX CONSEQUENCES APPLICABLE
UNDER THE PLAN.
XVI. CONDITIONS PRECEDENT TO EFFECTIVE DATE OF THE PLAN
CAPITALIZED TERMS USED THROUGHOUT THIS DISCLOSURE STATEMENT
ARE DEFINED IN APPENDIX A: "MATERIAL DEFINED TERMS FOR ENRON DISCLOSURE
STATEMENT" ATTACHED HERETO.
A. CONDITIONS PRECEDENT TO EFFECTIVE DATE OF THE PLAN
The occurrence of the Effective Date and the substantial
consummation of the Plan are subject to satisfaction of the following conditions
precedent:
1. ENTRY OF THE CONFIRMATION ORDER
The Clerk of the Bankruptcy Court shall have entered the
Confirmation Order, in form and substance reasonably satisfactory to the Debtors
and the Creditors' Committee and the effectiveness of which shall not have been
stayed ten (10) days following the entry thereof.
2. EXECUTION OF DOCUMENTS; OTHER ACTIONS
587
All other actions and documents necessary to implement the
Plan shall have been effected or executed.
3. PRISMA CONSENTS OBTAINED
The requisite consents to the transfer of the Prisma Assets
and the issuance of the Prisma Common Stock have been obtained.
4. CROSSCOUNTRY CONSENTS OBTAINED
The requisite consents to the issuance of the CrossCountry
Common Stock have been obtained.
5. PGE CONSENTS OBTAINED
The requisite consents for the issuance of the PGE Common
Stock have been obtained.
6. WAIVER OF CONDITIONS PRECEDENT
To the extent practicable or legally permissible, each of the
conditions precedent in Section 37.1 of the Plan, may be waived, in whole or in
part, by the Debtors with the consent of the Creditors' Committee. Any such
waiver of a condition precedent may be effected at any time by filing a notice
thereof with the Bankruptcy Court.
7. ALTERNATIVE STRUCTURES
Notwithstanding anything contained in the Plan to the
contrary, the Debtors, if jointly determined after consultation with the
Creditors' Committee, may, after obtaining the requisite approvals, (a) form one
(1) or more holding companies to hold the common stock of the Entities to be
issued under the Plan and issue the equity interest therein in lieu of the
common stock to be issued under the Plan and (b) form one (1) or more limited
liability companies in lieu of the Entities to be created under the Plan and
issue the membership interests therein in lieu of the common stock to be issued
under the Plan; provided, however, that no such structures shall materially
adversely affect the substance of the economic and governance provisions
contained in the Plan.
B. ALTERNATIVE PLAN(S) OF REORGANIZATION
The Debtors have evaluated numerous reorganization
alternatives to the Plan. After evaluating these alternatives, the Debtors have
concluded that the Plan, assuming confirmation and successful implementation, is
the best alternative and will maximize recoveries by holders of Claims. If the
Plan is not confirmed, then the Debtors could remain in chapter 11. Should this
occur, then the Debtors could continue to operate their businesses and manage
their properties as debtors in possession, but they would remain subject to the
restrictions imposed by the Bankruptcy Code. Moreover, the Debtors (whether
individually or collectively) or, subject to further determination by the
Bankruptcy Court as to extensions of exclusivity under the Bankruptcy Code, any
other party in interest could attempt to formulate and propose a different
588
plan or plans. This would take time and result in an increase in the operating
and other administrative expenses of these Chapter 11 Cases. The Debtors believe
that the Plan, as described herein, enables holders of Claims to realize the
greatest recovery under the circumstances.
Notwithstanding anything contained in the Plan to the
contrary, the Debtors, if jointly determined after consultation with the
Creditors' Committee, may, after obtaining the requisite approvals, (a) form one
(1) or more holding companies to hold the common stock of the Entities to be
created hereunder and issue the equity interest therein in lieu of the common
stock to be issued hereunder and (b) form one (1) or more limited liability
corporations in lieu of the Entities to be created in accordance with the Plan
and issue the membership interests therein in lieu of the common stock to be
issued in accordance with the Plan.
C. LIQUIDATION UNDER CHAPTER 7
If no chapter 11 plan can be confirmed, then the Debtors'
cases may be converted to cases under chapter 7 of the Bankruptcy Code, whereby
a trustee would be elected or appointed to liquidate the assets of the Debtors
for distribution to the holders of Claims in accordance with the strict priority
scheme established by the Bankruptcy Code.
Under chapter 7, the cash amount available for distribution to
Creditors would consist of the proceeds resulting from the disposition of the
unencumbered assets of the Debtors, augmented by the unencumbered cash held by
the Debtors at the time of the commencement of the liquidation cases. Such cash
amount would be reduced by the costs and expenses of the liquidation and by such
additional administrative and priority claims that may result from the
termination of the Debtors' businesses and the use of chapter 7 for the purposes
of liquidation.
The Debtors have analyzed liquidation in the context of
chapter 7 and the Liquidation Analysis attached as Appendix L: "Liquidation
Analysis" reflects the Debtors' estimates regarding recoveries in a chapter 7
liquidation. The Liquidation Analysis is based upon the hypothetical disposition
of assets and distribution on Claims under a chapter 7 liquidation in contrast
to the distribution of Creditor Cash, Plan Securities and interests in the
Litigation Trust and the Special Litigation Trust under the Plan. The
Liquidation Analysis assumes that, in the chapter 7 cases, the Bankruptcy Court
will approve the settlements and compromises embodied in the Plan and described
in the Disclosure Statement (including, without limitation, the 30/70 compromise
regarding the likelihood of substantive consolidation) as fair and reasonable
and determines that the compromise represents the best estimate, short of a
final determination on the merits, of how these issues would be resolved. The
Liquidation Analysis further takes into consideration the increased costs of a
chapter 7 liquidation, the impact on the value of the three Operating Entities
and the expected delay in distributions to Creditors.
The Debtors submit that the Liquidation Analysis evidences
that the Plan satisfies the best interest of creditors test and that, under the
Plan, each holder of an Allowed General Unsecured Claim will receive value that
is not less than the amount such holder would receive in a chapter 7
liquidation. Further, the Debtors believe that pursuant to chapter 7 of the
Bankruptcy Code, holders of Enron Subordinated Debenture Claims, Enron Preferred
Equity Interests,
589
Statutorily Subordinated Claims, Enron Common Equity Interests and Other Equity
Interests would receive no distributions.
Estimating recoveries in any chapter 7 case is an uncertain
process due to the number of unknown variables such as business, economic and
competitive contingencies beyond the chapter 7 trustee's control, and this
uncertainty is further aggravated by the complexities of these Chapter 11 Cases.
The underlying projections contained in the Liquidation Analysis have not been
compiled or examined by independent accountants. The Debtors make no
representations regarding the accuracy of the projections or a chapter 7
trustee's ability to achieve forecasted results. Many of the assumptions
underlying the projections are subject to significant uncertainties. Inevitably,
some assumptions will not materialize and unanticipated events and circumstances
may affect the ultimate financial results. In the event these Chapter 11 Cases
are converted to chapter 7, actual results may vary materially from the
estimates and projections set forth in the Liquidation Analysis. As such, the
Liquidation Analysis is speculative in nature.
XVII. CLAIMS ALLOWANCE, OBJECTION AND ESTIMATION PROCEDURES
CAPITALIZED TERMS USED THROUGHOUT THIS DISCLOSURE STATEMENT
ARE DEFINED IN APPENDIX A: "MATERIAL DEFINED TERMS FOR ENRON DISCLOSURE
STATEMENT" ATTACHED HERETO.
A. SCHEDULES OF ASSETS AND LIABILITIES AND STATEMENTS OF FINANCIAL AFFAIRS
Under Bankruptcy Rule 1007(c), the Debtors are required to
file their Schedules within 15 days of the filing of the bankruptcy petition. On
April 12, 2002, the Bankruptcy Court entered an order (a) setting June 17, 2002
as the deadline for the first 51 Debtors to file their Schedules and (b)
granting any Debtors filing petitions subsequent to March 1, 2002 an extension
of 120 days from the fifteen-day period after any such Debtor's respective
Petition Date to file their Schedules. Refer to Appendix D: "Filing of Schedules
and Statements" for a list of Debtors, the dates on which they filed their
Schedules, and the date of the Applicability Order that was entered for each
Debtor.
As explained in a November 8, 2001 Form 8-K filed by ENE with
the SEC, the previously issued financial statements of ENE for the fiscal years
ended December 31, 1997 through 2000 and for the first and second quarters of
2001 and the audit reports covering the year-end financial statements for 1997
through 2000 should not be relied upon. In addition, as explained in an April
22, 2002 Form 8-K filed by ENE, the financial statements of ENE for the third
quarter of 2001 should not be relied upon. Following the Initial Petition Date,
in conjunction with the preparation of their Schedules, review and analysis of
proofs of claim, and formulation of the Plan, the Debtors have expended
substantial efforts to review and reconcile their books and records. As a result
of these postpetition efforts, in some instances, the assets and liabilities
listed on a Debtor's Schedules may vary from the information reflected on that
Debtor's chapter 11 voluntary petition. In addition, as a result of these
efforts and the ongoing claims process in these Chapter 11 Cases, the assets and
liabilities listed on a Debtor's chapter 11 voluntary petition and/or a Debtor's
Schedules may vary from the information reflected on Appendix C: "Estimated
Assets, Claims and Distributions".
590
B. CLAIMS BAR DATE AND NOTICE OF THE BAR DATE
By order dated August 1, 2002 (as modified on October 23,
2003), the Bankruptcy Court set the Claims Bar Date, depending on when each
Debtor filed its Schedules. Refer to Appendix D: "Filing of Schedules and
Statements" for further information about the Claims Bar Date for each Debtor.
In accordance with that order, notices informing Creditors of
the last date to timely file proofs of claims were and will be mailed at least
45 days prior to the Claims Bar Date relating to each respective Debtor, along
with a customized proof of claim form. In addition, consistent with that order,
the Debtors caused and will continue to cause to be published in the Houston
Chronicle, the national editions of The Wall Street Journal and New York Times,
and the Financial Times, a notice of each Claims Bar Date listed above. In
addition, notice of the October 15, 2002 Claims Bar Date was published in the
Los Angeles Times, The Oregonian, and the Omaha World-Herald. Notice of the
October 31, 2002 Claims Bar Date was also published in the Seattle Times
Post-Intelligencer and El Nuevo Dia. Additionally, the Debtors published notice
of the December 2, 2002 Claims Bar Date in the Los Angeles Times, the Seattle
Times Post-Intelligencer, and El Nuevo Dia.
Debenture holders and stockholders did not need to file a
proof of claim or proof of interest to preserve their debenture claims or stock
interests. The records of the indenture trustees will be relied on as evidence
of the debenture claims, and the records of the stock transfer agent will be
relied on as evidence of the stock interests.
Pursuant to the Bankruptcy Court's August 1, 2002 order, no
Claims Bar Date was set for any Debtor or majority-owned non-Debtor affiliate to
file Claims against any Debtor. The Debtors are relying upon their Schedules (as
the same may be amended or supplemented from time to time) for purposes of
allowance and distribution of Claims held by any Debtor against another Debtor
or by any majority-owned non-Debtor affiliate against any Debtor.
C. ALLOWANCE AND IMPAIRMENT OF CLAIMS
To be entitled to receive a distribution under the Plan, a
Creditor must have an Allowed Claim. To be entitled to vote on the Plan,
however, a Creditor must have an Allowed Claim that is also impaired. If a Claim
is not Allowed, the Creditor will not be entitled to vote on the Plan or to
receive a distribution. Any Class as to which no distribution will be made under
the Plan under any circumstances does not vote on the Plan and is deemed not to
have accepted it. Any Class that is not impaired will be deemed to have accepted
the Plan.
1. ALLOWANCE OF CLAIMS
A Claim is automatically Allowed if (i) a proof of claim has
been filed and no objections to the Claim are asserted, or (ii) the Claim is
listed in the Debtors' Schedules and is not listed as disputed, contingent, or
unliquidated.
If a proof of claim is filed and an objection to that Claim is
asserted, the objection must be resolved before the Claim will be Allowed. If a
Claim is scheduled on the Debtors' Schedules as disputed, contingent, or
unliquidated, the Claim is not Allowed unless (i) a proof of
591
claim is filed on or before the Claims Bar Date, and (ii) objections to the
proof of claim are resolved by a Final Order of the Bankruptcy Court. The
Debtors' Schedules are too voluminous to reproduce in this Disclosure Statement,
but have been filed with the Bankruptcy Court and may be reviewed there by
Creditors.
2. IMPAIRMENT OF CLAIMS
Under section 1124 of the Bankruptcy Code, a class of claims
is impaired under a plan unless, with respect to each claim of such class, (i)
it is paid in full on the effective date of the plan; (ii) the plan leaves
unaltered the legal, equitable, and contractual rights to which such claim is
entitled; or (iii) all defaults are cured, the original maturity of the claim is
reinstated, and the claim is otherwise treated as provided in clause (ii).
D. OBJECTIONS TO CLAIMS
1. GENERAL
In excess of 24,000 proofs of claim asserting Claims against
the Debtors have been filed with the Bankruptcy Court. The aggregate amount of
Claims filed and scheduled exceeds $900 billion, including duplication, but
excluding any estimated amounts for contingent or unliquidated Claims. From
March 7, 2003 through November 7, 2003, the Debtors filed 20 omnibus objections
to proofs of claim and various other objections to claims, which resulted in the
subsequent disallowance and expungement of over 6,600 proofs of claim totaling
over $106 billion. As of November 7, 2003, the Debtors have pending hearings on
objections covering over 800 proofs of claim for a total of over $44 billion,
which are set for hearing through January 15, 2004. In addition, the Bankruptcy
Court has approved stipulations disallowing or reducing the claimed amounts by
more than $5 billion. Moreover, the Bankruptcy Court has taken under advisement
the Debtors' objection to a $10.5 billion claim.
The Debtors are in the process of evaluating the proofs of
claim to determine whether additional objections seeking the disallowance of
some asserted Claims should be filed. The Debtors are reconciling the scheduled
Claims with the Claims asserted in proofs of claim and are continuing to
eliminate duplication and other inaccuracies to ensure that only valid claims
are allowed by the Bankruptcy Court. The Debtors anticipate filing additional
objections addressing a substantial portion of the remaining filed proofs of
claim. The disallowed amount will continue to increase as the Debtors file more
objections to the asserted Claims for amounts that the Debtors believe are
invalid. The Debtors and Reorganized Debtors reserve their rights to object to
assigned claims and seek their equitable subordination if such claims could have
been subordinated in the hands of the assignors. The Plan provides that the
Reorganized Debtors shall file and serve all objections to Claims within 240
days after the Effective Date or such later date as may be approved by the
Bankruptcy Court.
E. ESTIMATION PROCEDURES
On August 28, 2003, the Debtors filed a motion seeking
approval to implement procedures whereby the Bankruptcy Court will estimate, for
purposes of distribution under the Plan, Claims filed in the Debtors' Chapter 11
Cases, and adjudicate related counterclaims in connection with trading
contracts. The motion is set for hearing on December 4, 2003 with a
592
status conference to be held on November 13, 2003. The claim procedures
contemplated in the motion provide the Debtors and their creditors the
opportunity to negotiate with each other to settle Claims and counterclaims
pursuant to Bankruptcy Court-approved procedures. After the Debtors move to
estimate a particular Claim and prior to an estimation hearing, the Debtors may
extend an offer to resolve such claim, and a claimant may accept, reject, or
extend a counteroffer. Subject to certain amount limitations and approvals by
the Creditors' Committee, a stipulation and agreed order shall memorialize any
settlement of a Claim reached by the parties. If the Debtors and Creditors are
unable to agree to a settlement of a particular Claim, the claim procedures
provide that all parties proceed to a hearing before the Bankruptcy Court and
conduct such hearing in accordance with structured guidelines to estimate and
allow unliquidated, and contingent claims for all purposes under the Bankruptcy
Code in these cases.
XVIII. VOTING PROCEDURES
CAPITALIZED TERMS USED THROUGHOUT THIS DISCLOSURE STATEMENT ARE DEFINED
IN APPENDIX A: "MATERIAL DEFINED TERMS FOR ENRON DISCLOSURE STATEMENT" ATTACHED
HERETO.
Classes 1 and 2 of the Plan are unimpaired. As a result,
holders of Claims in those Classes are conclusively presumed to have accepted
the Plan and are not entitled to vote.
Classes 3 through 182, 185 through 189 and 191 through 375 of
the Plan are impaired and, to the extent Claims in such Classes are Allowed
Claims, the holders of such Claims will receive distributions under the Plan. As
a result, holders of Claims in those Classes are entitled to vote to accept or
reject the Plan pursuant to the voting, solicitation and tabulation procedures
approved by the Bankruptcy Court. Refer to Exhibit 2: "Disclosure Statement
Order" and Exhibit 3: "Voting Procedures Order" for additional information.
Class 190 of the Plan, consisting of Intercompany Claims, is
presumed to have accepted the Plan and all holders of such Claims are proponents
of the Plan. As a result, holders of Claims in Class 190 are not entitled to
vote.
Classes 183, 184, and 376 through 385 of the Plan, consisting
of certain holders of Claims and all holders of Equity Interests, will not
receive any distributions under the Plan. As a result, holders of Claims and
Equity Interests in Classes 183, 184, and 376 through 385 are conclusively
presumed to have rejected the Plan and are not entitled to vote.
XIX. CONFIRMATION OF THE PLAN
CAPITALIZED TERMS USED THROUGHOUT THIS DISCLOSURE STATEMENT ARE DEFINED
IN APPENDIX A: "MATERIAL DEFINED TERMS FOR ENRON DISCLOSURE STATEMENT" ATTACHED
HERETO.
The Plan will not constitute a valid, binding contract between
the Debtors and their creditors until the Bankruptcy Court has entered a Final
Order confirming the Plan. The Bankruptcy Court must hold a confirmation hearing
before deciding whether to confirm the Plan.
A. CONFIRMATION HEARING
593
The Bankruptcy Court has ordered that the hearing on
confirmation of the Plan will begin on [_____________, 2003] at [__:__ _.m. New
York City Time], in Room 523 of the United States Bankruptcy Court for the
Southern District of New York, One Bowling Green, New York, New York and will
continue thereafter until concluded. The Confirmation Hearing may be adjourned
from time to time by the Bankruptcy Court without further notice except for an
announcement made at the Confirmation Hearing or any subsequent adjournment of
that hearing.
B. REQUIREMENTS FOR CONFIRMATION OF THE PLAN
At the Confirmation Hearing, the Bankruptcy Court will
determine whether the Plan satisfies the requirements for confirmation listed in
section 1129 of the Bankruptcy Code. If the Bankruptcy Court determines that
those requirements are satisfied, it will enter an order confirming the Plan. As
set forth in section 1129 of the Bankruptcy Code, the requirements for
confirmation are as follows:
1. The plan complies with the applicable provisions of
the Bankruptcy Code.
2. The proponent of the plan complies with the
applicable provisions of the Bankruptcy Code.
3. The plan has been proposed in good faith and not by
any means forbidden by law.
4. Any payment made or promised by the proponent of the plan,
by the debtor, or by a person issuing securities or acquiring property under the
plan, for services or for costs and expenses in, or in connection with, the
case, or in connection with the plan and incident to the case, has been approved
by, or is subject to the approval of, the Bankruptcy Court as reasonable.
5. a. The proponent of the plan has disclosed:
(1) the identity and affiliations of any
individual proposed to serve, after confirmation of the plan, as a director,
officer, or voting trustee of the debtor, an affiliate of the debtor
participating in a joint plan with the debtor, or a successor to the debtor
under the plan; and
(2) the appointment to, or continuance
in, the office of the individual, is consistent with the interests of creditors
and equity security holders and with public policy.
b. The proponent of the plan has disclosed the
identity of any insider that will be employed or retained by the reorganized
debtor, and the nature of any compensation for the insider.
6. Any governmental regulatory commission with jurisdiction,
after confirmation of the plan, over the rates of the debtor has approved any
rate change provided for in the plan, or the rate change is expressly
conditioned on such approval.
594
7. With respect to each impaired class of claims or
interests:
a. Each holder of a claim or interest of the
class has
(1) accepted the plan; or
(2) will receive or retain under the
plan on account of the claim or interest property of a value, as of the
effective date of the plan, that is not less than the amount that the holder
would so receive or retain if the debtor were liquidated under chapter 7 of the
Bankruptcy Code on that date; or
b. If section 1111(b)(2) of the Bankruptcy Code
applies to the claims of the class, the holder of the claim of the class will
receive or retain under the plan property of a value, as of the effective date
of the plan, that is not less than the value of the holder's interest in the
estate's interest in the property that secures the claim.
8. With respect to each class of claims or interests:
a. The class has accepted the plan; or
b. The class is not impaired under the plan.
9. Except to the extent that the holder of a particular
claim has agreed to a different treatment of the claim, the plan provides that:
a. With respect to a claim of a kind specified
in section 507(a)(1) or 507(a)(2) of the Bankruptcy Code, on the effective date
of the plan, the holder of the claim will receive on account of the claim cash
equal to the allowed amount of the claim;
b. With respect to a class of claims of a kind
specified in section 507(a)(3), 507(a)(4), 507(a)(5), or 507(a)(6) of the
Bankruptcy Code, each holder of a claim of the class will receive:
(1) if the class has accepted the plan,
deferred cash payments of a value, as of the effective date of the plan, equal
to the allowed amount of the claim; or
(2) if the class has not accepted the
plan, cash on the effective date of the plan equal to the allowed amount of the
claim; and
c. With respect to a claim of a kind specified
in section 507(a)(7) of the Bankruptcy Code, the holder of a claim will receive
on account of the claim deferred cash payments, over a period not exceeding six
years after the date of assessment of such claim, of a value, as of the
effective date of the plan, equal to the allowed amount of such claim.
10. If a class of claims is impaired under the plan, at least
one class of claims that is impaired has accepted the plan, determined without
including any acceptance of the plan by any insider holding a claim of the
class.
595
11. Confirmation of the plan is not likely to be followed
by the liquidation, or the need for further financial reorganization, of the
debtor or any successor to the debtor under the plan, unless such liquidation or
reorganization is proposed in the plan.
12. All fees payable under 28 U.S.C. Section 1930, as
determined by the Bankruptcy Court at the hearing on confirmation of the plan,
have been paid or the plan provides for the payment of all such fees on the
effective date of the plan.
13. The plan provides for the continuation after its
effective date of payment of all retiree benefits, as that term is defined in
section 1114 of the Bankruptcy Code, at the level established pursuant to
subsection (e)(1)(B) or (g) of section 1114, at any time prior to confirmation
of the plan, for the duration of the period the debtor has obligated itself to
provide the benefits.
The Debtors believe that the Plan satisfies all of the
statutory requirements of chapter 11 of the Bankruptcy Code, that the Debtors
have complied or will have complied with all of the requirements of chapter 11,
and that the Plan is proposed in good faith.
The Debtors believe that holders of all Allowed Claims
impaired under the Plan will receive payments under the Plan having a present
value as of the Effective Date not less than the amounts they would likely
receive if the Debtors were liquidated in a case under chapter 7 of the
Bankruptcy Code. At the Confirmation Hearing, the Bankruptcy Court will
determine whether holders of Allowed Claims would receive greater distributions
under the Plan than they would have received in a liquidation under chapter 7 of
the Bankruptcy Code.
1. ACCEPTANCE
Claims in Classes 1 and 2 are unimpaired by the Plan, and the
holders thereof are conclusively presumed to have accepted the Plan.
Claims in Classes 3 through 182, 185 through 189, and 191
through 375 are impaired under, and the holders of such Claims are entitled to
vote on the Plan and, therefore, must accept the Plan in order for it to be
confirmed without application of the "fair and equitable test" described below,
to such Classes. A Class of Claims is deemed to have accepted the Plan if the
Plan is accepted by at least two-thirds in dollar amount and a majority in
number of the Claims of each such Class (other than any Claims of creditors
designated under section 1126(e) of the Bankruptcy Code) that have voted to
accept or reject the Plan.
Claims in Class 190 are held by the Debtors who are the
proponents of the Plan. The Debtors are presumed to have accepted the Plan.
Claims and Equity Interests in Classes 183, 184, and 376
through 385 are impaired; however, holders of such Claims or Interests will not
receive or retain property under the Plan and, therefore, such classes are
deemed not to have accepted the Plan. Accordingly, confirmation of the Plan will
require application of the "fair and equitable test" described below to such
Classes.
2. "CRAMDOWN" UNDER THE FAIR AND EQUITABLE TEST
596
The Debtors will seek to confirm the Plan notwithstanding the
nonacceptance or deemed nonacceptance of the Plan by any impaired Class of
Claims or Equity Interests. To obtain such confirmation, it must be demonstrated
to the Bankruptcy Court that the Plan "does not discriminate unfairly" and is
"fair and equitable" with respect to such dissenting impaired Classes. A plan
does not discriminate unfairly if the legal rights of a dissenting class are
treated in a manner consistent with the treatment of other classes whose legal
rights are substantially similar to those of the dissenting class and if no
class receives more than it is entitled to for its claims or equity interests.
The Debtors believe that the Plan satisfies this requirement.
The Bankruptcy Code establishes different "fair and equitable"
tests for secured claims, unsecured claims and equity interests, and a
"cramdown" of the Plan, as follows:
a. SECURED CLAIMS. Either the plan must provide (i) that
the holders of such claims retain the liens securing such claims, whether the
property subject to such liens is retained by the debtor or transferred to
another entity, to the extent of the allowed amount of such claims, and each
holder of a claim receives deferred cash payments totaling at least the allowed
amount of such claim, of a value, as of the effective date of the plan, of at
least the value of such holder's interest in the estate's interest in such
property; (ii) for the sale of any property that is subject to the liens
securing such claims, free and clear of such liens, with such liens to attach to
the proceeds of such sale; or (iii) for the realization by such holders of the
indubitable equivalent of such claims.
b. UNSECURED CLAIMS. Either (i) each holder of an
impaired unsecured claim receives or retains under the plan property of a value
equal to the amount of its allowed claim or (ii) the holders of claims and
interests that are junior to the claims of the dissenting class will not receive
any property under the plan.
c. EQUITY INTERESTS. Either (i) each equity interest
holder will receive or retain under the plan property of a value equal to the
greater of (x) the fixed liquidation preference or redemption price, if any, of
such stock or (y) the value of the stock, or (ii) the holders of interests that
are junior to the stock will not receive any property under the plan.
d. "CRAMDOWN" OF THE PLAN. Classes 183, 184, and 376
through 385 are deemed to reject the Plan. Notwithstanding the deemed rejection
of such classes, the Bankruptcy Court may still confirm the Plan if, as to each
impaired class that has not accepted the Plan, the Plan does not discriminate
unfairly and is fair and equitable. In the event that one or more classes of
impaired Claims rejects the Plan, the Bankruptcy Court will determine at the
Confirmation Hearing whether the Plan is fair and equitable with respect to, and
does not discriminate unfairly against, any rejecting impaired class of Claims.
THE DEBTORS BELIEVE THAT THE PLAN MAY BE CONFIRMED ON A
NONCONSENSUAL BASIS SO LONG AS AT LEAST ONE IMPAIRED CLASS OF CLAIMS VOTES TO
ACCEPT THE PLAN. ACCORDINGLY, THE DEBTORS WILL DEMONSTRATE AT THE CONFIRMATION
HEARING THAT THE PLAN SATISFIES THE REQUIREMENTS OF SECTION 1129(b) OF THE
BANKRUPTCY CODE AS TO ANY NON-ACCEPTING CLASS.
597
3. FEASIBILITY
The Bankruptcy Code permits a chapter 11 plan to be confirmed
if it is not likely to be followed by liquidation or the need for further
financial reorganization, other than as provided in the Plan. For purposes of
determining whether the Plan meets this requirement, the Debtors have analyzed
their ability to meet their obligations under the Plan. The Debtors believe that
they will be able to make all payments required pursuant to the Plan and that
the confirmation of the Plan is not likely to be followed by additional
liquidation or the need for further reorganization.
4. "BEST INTERESTS" TEST
With respect to each impaired Class of Claims and Equity
Interests, confirmation of the Plan requires that each such holder either (a)
accepts the Plan or (b) receives or retains under the Plan property of a value,
as of the Effective Date of the Plan, that is not less than the value such
holder would receive or retain if the Debtors were liquidated under chapter 7 of
the Bankruptcy Code.
This analysis requires the Bankruptcy Court to determine what
the holders of Allowed Claims and Allowed Equity Interests in each impaired
Class would receive from the liquidation of the Debtors' assets and properties
in the context of chapter 7 liquidation cases. Refer to Section XVI.C.,
"Liquidation Under Chapter 7" for further information.
To determine if the Plan is in the best interests of each
impaired Class, the value of the distributions from the proceeds of the
liquidation of the Debtors' assets and properties (after subtracting the amounts
attributable to the aforesaid claims) is then compared with the value offered to
such Classes of Claims and Equity Interests under the Plan.
In applying the "best interests" test, it is possible that the
Claims and Equity Interests in chapter 7 cases may not be classified according
to the seniority of such Claims and Equity Interests, but instead be subjected
to contractual or equitable subordination.
C. OBJECTIONS TO CONFIRMATION OF THE PLAN
The Bankruptcy Court has ordered that all objections to
confirmation of the Plan must be filed with the Bankruptcy Court and served by
[__:__ _.m. New York City Time] on [_________, 2003]. Objections must be written
in the English language, must specifically detail the reasons for the objection
to confirmation of the Plan, and must be served on the following:
Enron Corp.
1400 Smith Street
Houston, Texas 77002
Attention: General Counsel
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attention: Martin J. Bienenstock, Esq.
598
Brian S. Rosen, Esq.
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
Attention: Luc A. Despins, Esq.
Susheel Kirpalani, Esq.
The Office of the United States Trustee
33 Whitehall Street, 21st Floor
New York, New York 10004
Attention: Mary Elizabeth Tom, Esq.
Davis, Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Attention: Donald S. Bernstein, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Attention: Fredric Sosnick, Esq.
Section 1128(b) of the Bankruptcy Code provides that any party
in interest may object to confirmation of a plan. Objections to confirmation of
the Plan are governed by Bankruptcy Rule 9014. UNLESS AN OBJECTION TO
CONFIRMATION OF THE PLAN IS TIMELY SERVED AND FILED, IT WILL NOT BE CONSIDERED
BY THE BANKRUPTCY COURT.
599
XX. CONCLUSION
All holders of Claims against the Debtors are urged to vote to
accept the Plan and to evidence such acceptance by returning their Ballots so
that they will be received by ___________________, 2003.
Dated: November 13, 2003
Houston, Texas
Respectfully submitted,
ENRON CORP., et al.,
Debtors in Possession
By: /s/ Stephen F. Cooper
----------------------------------------------
Stephen F. Cooper
Acting President, Acting Chief Executive
Officer, and Chief Restructuring Officer
Enron Corp.
1400 Smith Street
Houston, Texas 77002
(713) 853-6161
OF COUNSEL:
Martin J. Bienenstock
Brian S. Rosen
Martin A. Sosland
Melanie Gray
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
600
APPENDIX A: MATERIAL DEFINED TERMS FOR ENRON DISCLOSURE STATEMENT
APPENDIX A: MATERIAL DEFINED TERMS FOR ENRON DISCLOSURE STATEMENT
ABN means ABN Amro Bank N.V.
Accepting Guaranty Claims means all Claims that are within the
Classes of Guaranty Claims which are determined to be accepting Classes in
accordance with section 1126 of the Bankruptcy Code.
Accroven means Accroven S.R.L.
ACFI means Atlantic Commercial Finance, Inc., a Delaware
corporation and a Debtor.
ACFI Guaranty Claim means any Unsecured Claim, other than an
Intercompany Claim, against ACFI arising from or relating to an agreement by
ACFI to guarantee or otherwise satisfy the obligation of another Debtor.
ACFI Guaranty Distributive Assets means the Plan Currency to
be made available to holders of Allowed Enron Guaranty Claims in an amount equal
to the sum of (A) the product of (i) seventy percent (70%) times (ii) the lesser
of (a) the sum of ACFI Guaranty Claims and (b) the product of (y) the Value of
ACFI's Assets minus an amount equal to the sum of (1) one-hundred percent (100%)
of ACFI's Administrative Expense Claims, Secured Claims and Priority Claims plus
(2) an amount equal to the product of ACFI's Convenience Claim Distribution
Percentage times ACFI's Convenience Claims times (z) a fraction, the numerator
of which is equal to the amount of ACFI Guaranty Claims and the denominator of
which is equal to the sum of ACFI's (1) General Unsecured Claims, (2) ACFI
Guaranty Claims and (3) Intercompany Claims plus (B) the product of (i) 30
percent (30%) times the Value of all the Debtors' Assets, calculated as if the
Debtors' chapter 11 estates were substantively consolidated, minus an amount
equal to the sum of (1) one-hundred percent (100%) of all Debtors'
Administrative expense Claims, Secured Claims and Priority Claims, calculated on
a Consolidated Basis, plus (2) the sum of the products of each Debtor's
Convenience Claims times its respective Convenience Claim Distribution
Percentage times (iii) a fraction, the numerator of which is equal to fifty
percent (50%) times an amount equal to the sum of the lesser of, calculated on a
Claim-by-Claim basis, (1) the amount of ACFI Guaranty Claims and (2) the
corresponding primary General Unsecured Claim, calculated on a Consolidated
Basis, and the denominator of which is equal to the sum of the amount of (y) all
Debtors' General Unsecured Claims, calculated on a Consolidated Basis and (z)
fifty percent (50%) of all Guaranty Claims; provided, however, that for purposes
of calculating "ACFI Guaranty Distributive Assets," such calculation shall not
include the Asset of or the General Unsecured Claims against either of the
Portland Debtors.
Ada Cogen means Ada Cogeneration Limited Partnership.
Administrative Expense Claim means any Claim constituting a
cost or expense of administration of the Chapter 11 Cases asserted or authorized
to be asserted in accordance with sections 503(b) and 507(a)(1) of the
Bankruptcy Code during the period
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up to and including the Effective Date, including, without limitation, any
actual and necessary costs and expenses of preserving the estates of the
Debtors, any actual and necessary costs and expenses of operating the businesses
of the Debtors in Possession, any costs and expenses of the Debtors in
Possession for the management, maintenance, preservation, sale or other
disposition of any assets, the administration and implementation of the Plan,
the administration, prosecution or defense of Claims by or against the Debtors
and for distributions under the Plan, any guarantees or indemnification
obligations extended by the Debtors in Possession, any Claims for reclamation in
accordance with section 546(c)(2) of the Bankruptcy Code allowed pursuant to
Final Order, any Claims for compensation and reimbursement of expenses arising
during the period from and after the respective Petition Dates and prior to the
Effective Date and awarded by the Bankruptcy Court in accordance with sections
328, 330, 331 or 503(b) of the Bankruptcy Code or otherwise in accordance with
the provisions of the Plan, and any fees or charges assessed against the
Debtors' estates pursuant to section 1930, chapter 123, Title 28, United States
Code.
Aeneas means Aeneas LLC.
AEP means American Electric Power Company, Inc.
AEP Holding means AEP Energy Services Gas Holding Company.
AES means Allegheny Energy Supply Co., LLC.
Affiliate means any Entity that is an "affiliate" of any of
the Debtors within the meaning of section 101(2) of the Bankruptcy Code.
Agave means Agave VPP, LLC.
AGF means AGF Brazil Seguros S.A.
AIGE means AIG Energy Trading, Inc.
Alligator Alley means Enron Alligator Alley Pipeline Company,
a Debtor.
Allocation Formula means the methodology set forth in the
Overhead Allocation Formula Order for allocating shared overhead and other
expenses among the Debtors and their material non-Debtor affiliates.
Allowed Administrative Expense Claim means an Administrative
Expense Claim, to the extent it is or has become an Allowed Claim.
Allowed Claim/Allowed Equity Interest means any Claim against
or Equity Interest in any of the Debtors or the Debtors' estates, (i) proof of
which was filed on or before the date designated by the Bankruptcy Court as the
last date for filing such proof of claim against or equity interest in any such
Debtor or such Debtor's estate or (ii) if no proof of Claim or Equity Interest
has been timely filed, which has been or hereafter is listed by such Debtor in
their Schedules as liquidated in amount and not disputed or
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contingent or (iii) any Equity Interest registered in the stock register
maintained by or on behalf of the Debtors as of the Record Date in each such
case in clauses (i), (ii) and (iii) above, a Claim or Equity Interest as to
which no objection to the allowance thereof, or action to equitably subordinate
or otherwise limit recovery with respect thereto, has been interposed within the
applicable period of limitation fixed by the Plan, the Bankruptcy Code, the
Bankruptcy Rules or a Final Order, or as to which an objection has been
interposed and such Claim has been allowed in whole or in party by a Final
Order. For purposes of determining the amount of an "Allowed Claim," there shall
be deducted therefrom an amount equal to the amount of any claim which the
Debtors may hold against the holder thereof, to the extent such claim may be set
off pursuant to applicable non-bankruptcy law. Without in any way limiting the
foregoing, "Allowed Claim" shall include any Claim arising from the recovery of
property in accordance with sections 550 and 553 of the Bankruptcy Code and
allowed in accordance with section 502(h) of the Bankruptcy Code, any Claim
allowed under or pursuant to the terms of the Plan or any Claim to the extent
that it has been allowed pursuant to a Final Order; provided, however, that (i)
Claims allowed solely for the purpose of voting to accept or reject the Plan
pursuant to an order of the Bankruptcy Court shall not be considered "Allowed
Claims" hereunder unless otherwise specified herein or by order of the
Bankruptcy Court, (ii) for any purpose under the Plan, "Allowed Claim" shall not
include interest, penalties, or late charges arising from or relating to the
period from and after the Petition Date, and (iii) "Allowed Claim" shall not
include any Claim subject to disallowance in accordance with section 502(d) of
the Bankruptcy Code.
Allowed Convenience Claim means a Convenience Claim, to the
extent it is or has become an Allowed Claim.
Allowed ENA Debenture Claim means an ENA Debenture Claim, to
the extent it is or has become an Allowed Claim and set forth on Exhibit "A" to
the Plan.
Allowed Enron Common Equity Interest means an Enron Common
Equity Interest, to the extent it is or has become an Allowed Equity Interest.
Allowed Enron Guaranty Claim means an Enron Guaranty Claim, to
the extent it is or has become an Allowed Claim.
Allowed Enron Preferred Equity Interest means an Enron
Preferred Equity Interest, to the extent it is or has become an Allowed Equity
Interest.
Allowed Enron Senior Note Claim means an Enron Senior Note
Claim, to the extent it is or has become an Allowed Claim and set forth on
Exhibit "B" to the Plan.
Allowed Enron Subordinated Debenture Claim means an Enron
Subordinated Debenture Claim, to the extent it is or has become an Allowed Claim
and set forth on Exhibit "C" to the Plan.
Allowed Enron TOPRS Debenture Claim means an Enron TOPRS
Debenture Claim, to the extent it is or has become an Allowed Claim and set
forth in Exhibit "D" to the Plan.
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Allowed Enron TOPRS Subordinated Guaranty Claim means an Enron
TOPRS Subordinated Guaranty Claim, to the extent it is or has become an Allowed
Claim.
Allowed ETS Debenture Claim means an ETS Debenture Claim, to
the extent it is or has become an Allowed Claim and set forth on Exhibit "E" to
the Plan.
Allowed General Unsecured Claim means a General Unsecured
Claim, to the extent it is or has become an Allowed Claim.
Allowed Guaranty Claim means a Guaranty Claim, to the extent
it is or has become an Allowed Claim.
Allowed Intercompany Claim means an Intercompany Claim, to the
extent it is or has become an Allowed Claim.
Allowed Other Subordinated Claim means an Other Subordinated
Claim, to the extent it is or has become an Allowed Claim.
Allowed Priority Claim means a Priority Claim, to the extent
it is or has become an Allowed Claim.
Allowed Priority Non-Tax Claim means a Priority Non-Tax Claim,
to the extent it is or has become an Allowed Claim.
Allowed Priority Tax Claim means a Priority Tax Claim, to the
extent it is or has become an Allowed Claim.
Allowed Section 510 Enron Common Equity Interest Claim means a
Section 510 Enron Common Equity Interest Claim, to the extent it is or has
become an Allowed Claim.
Allowed Section 510 Enron Preferred Equity Interest Claim
means a Section 510 Enron Preferred Equity Interest Claim, to the extent it is
or has become an Allowed Claim.
Allowed Section 510 Enron Senior Notes Claim means a Section
510 Enron Senior Notes Claim, to the extent it is or has become an Allowed
Claim.
Allowed Section 510 Enron Subordinated Debenture Claim means a
Section 510 Enron Subordinated Debenture Claim, to the extent it is or has
become an Allowed Claim.
Allowed Secured Claim means a Secured Claim, to the extent it
is or has become an Allowed Claim.
Allowed Wind Guaranty Claim means a Wind Guaranty Claim, to
the extent it is or has become an Allowed Claim.
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Amended Cash Management Order means the Amended Order
Authorizing Continued Use of Existing Bank Accounts, Cash Management System,
Checks and Business Forms, and Granting Inter-Company Superpriority Claims,
Pursuant to 11 U.S.C. Sections 361, 363(e), 364 and 507(b), as Adequate
Protection (Docket #1666).
Amended DIP Credit Agreement means that certain Amended and
Restated Revolving Credit and Guaranty Agreement dated as of June 14, 2002, by
and among ENE, as borrower, each of the direct or indirect subsidiaries of ENE
as party thereto, as guarantors, the DIP Lenders, JPMCB and Citicorp, as
co-administrative agents, Citicorp, as paying agent, and JPMCB, as collateral
agent.
ANEEL means Agencia Nacional de Energia Eletrica.
Annual Limitation means the amount of pre-change losses
(including NOL carryforwards from periods before the ownership change and
certain losses or deductions which are "built-in," (i.e., economically accrued
but unrecognized), as of the date of the ownership change) that may be utilized,
pursuant to Section 382 of the IRC, by a corporation (or consolidated group)
that undergoes an "ownership change" to offset future taxable income.
APACHI means Enron Asia Pacific/Africa/China LCC, a Debtor.
Applicability Order means an order of the Bankruptcy Court
making (i) various generally applicable orders previously entered in the
Debtors' Chapter 11 Cases, and (ii) various generally applicable proposed orders
(orders filed in the Debtors' Chapter 11 Cases but not yet entered), apply to
the case of a Debtor that filed its chapter 11 petition after the Initial
Petition Date.
April 8th Order means the Bankruptcy Court's April 8, 2002
order authorizing and directing the appointment of an examiner for ENE pursuant
to section 1104(c) (Docket #2838).
Arcor means Arcor S.A.I.C. and its subsidiaries.
Arcos Project Company means Enron Espana Generacion, S.L.
Sociedad Unipersonal.
Ardmore Data Center means the primary
internet/telecommunications center for ENE and its Affiliates, including the
Pipeline Businesses.
Artemis means Artemis Associates, LLC, a Debtor.
Arthur Andersen means Arthur Andersen LLP.
Asset Holdings means HPL Asset Holdings L.P.
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Assets means all "property" of a Debtor's estate, as defined
in section 541 of the Bankruptcy Code, including such property as is reflected
on such Debtor's books and records as of the date of the Disclosure Statement
Order; provided, however that "Assets" shall not include Litigation Trust
Claims, Special Litigation Trust Claims, claims and causes of action which are
the subject of the Severance Settlement Fund Litigation or such other property
otherwise provided for in the Plan or by a Final Order.
Assumption Schedule means the list of executory contracts and
unexpired leases to be assumed in accordance with section 365 of the Bankruptcy
Code and Article XXXIV of the Plan and filed with the Bankruptcy Court pursuant
to the provisions of Article XXXIV of the Plan.
Atlantic means Atlantic Water Trust.
Avista means Avista Corporation.
Azurix means Azurix Corp.
Azurix Buenos Aires means Azurix Buenos Aires S.A.
Azurix Europe means Azurix Europe Ltd.
Azurix Europe Deed means that certain Credit Facility by and
between Azurix Europe and Bristol Water Trust, dated July 19, 2001, as amended.
Backbone 1 means Backbone Trust I.
Backbone 2 means Backbone Trust II.
Bahiagas means Compania de Gas de Bahia.
Ballot means the form distributed to each holder of a Claim or
Equity Interest on which is to be indicated the acceptance or rejection of the
Plan.
Ballot Date means the date established by the Bankruptcy Court
and set forth in the Disclosure Statement Order for the submission of Ballots
and the election of alternative treatments pursuant to the terms and provisions
of the Plan.
BAM means BAM Lease Company, a Debtor.
Banca Nazionale means Banca Nazionale del Lavoro S.p.A.
Bankruptcy Code means The Bankruptcy Reform Act of 1978, as
amended, to the extent codified in Title 11, United States Code, as applicable
to the Chapter 11 Cases.
Bankruptcy Court means the United States Bankruptcy Court for
the Southern District of New York or such other court having jurisdiction over
the Chapter 11 Cases.
A-6
Bankruptcy Rules means the Federal Rules of Bankruptcy
Procedure, as promulgated by the United States Supreme Court under section 2075
of Title 28 of the United States Code, and any local rules of the Bankruptcy
Court, as amended, as applicable to the Chapter 11 Cases.
Barclays means Barclays Bank PLC.
Bayerische means Bayerische Hypo-Vereinsbank Ag.
BBPL means the Bolivia-to-Brazil pipeline.
BBtu/d means billion British thermal units per day.
bcf means billion cubic feet.
bcf/d means billion cubic feet per day.
BCI means IntesaBci, S.p.A., formerly known as Banca
Commerciale Italiana, S.p.A.
Beaver means Beaver Combustion Turbine Plant.
Belden Agreement means the plea agreement between Timothy
Belden and the DOJ, through the United States Attorney's Office for the Northern
District of California, and the Enron Task Force that was entered in the United
States District Court for the Northern District of California.
BEPC means Brazos Electric Power Cooperative.
BGT means Bammel Gas Trust.
Black Mesa means Black Mesa Pipeline, Inc.
Blackstone means The Blackstone Group, L.P.
Blackstone Model means a complex computer program developed by
The Blackstone Group L.P. The model tracks the assets and liabilities for each
of the Debtors and most of the other Enron Companies. Taking into consideration,
among other things, the value of all of the assets held by Debtors and
non-Debtors and the web of intercompany claims and equity interests between the
Enron Companies, the model determines how the assets held by ENE and its
subsidiaries are allocated among the Creditors under a variety of scenarios,
including the global compromise embodied in the Plan. The Blackstone Model forms
the basis for determining the recoveries and calculating the distributions to
Creditors in accordance with the terms of the Plan.
BLB means Bayerische Landesbank Girozentrale.
BLM means Bahia Las Minas Corp.
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BNDES means the Brazilian National Bank for Economic and
Social Development.
BoA means Bank of America, N.A.
Board means the Board of Directors of ENE.
Boardman means Boardman Coal Plant.
BOTAS means BOTAS Petroleum Pipeline Corporation, (Boru
Hatlari le Petrol Tasima A.S.), the state-owned natural gas monopoly in Turkey.
BPA means Bonneville Power Administration.
BPDT means Brazilian Development Power Trust.
Brazos means Brazos Office Holdings, L.P.
Brazos LP means Brazos VPP Limited Partnership.
Brazos Synthetic Lease
Brazos Trust means Brazos VPP Trust.
Bridgeline means Bridgeline Holdings, L.P., Bridgeline Storage
and Bridgeline Distribution, collectively.
Bridgeline Distribution means Bridgeline Gas Distribution,
LLC.
Bridgeline Holdings means Bridgeline Holdings, L.P.
Bridgeline Storage means Bridgeline Storage Company, LLC.
Bristol means Bristol Water Trust.
British Energy means British Energy plc.
British Energy Group means British Energy and certain of its
subsidiaries, including without limitation British Energy Generation Limited.
Broadband Services means the Enron Companies' broadband
services business unit.
BT means Bankers Trust (now part of Deutsche Bank).
BTRC means the Bankruptcy Transaction Review Committee.
BTU means British thermal unit.
A-8
Business Day means a day other than a Saturday, a Sunday or
any other day on which commercial banks in New York, New York are required or
authorized to close by law or executive order.
BWT means Bob West Treasure L.L.C.
BWT Forward Contract means the Natural Gas Inventory Forward
Sale Contract, as amended, between BWT and EEX E&P.
BWT Gas Index Price means the price at which EEX E&P would
deliver gas proceeds to BWT on a monthly basis. The agreed price was equal to
the applicable NYMEX price minus a pre-determined basis differential.
BWT Swap means that certain ISDA Master Agreement between BWT
and ENA, and all related amendments, schedules, exhibits and confirmations.
CAA means the Air Pollution Prevention and Control Act, 42
U.S.C. Section 7401 et. seq., also known as the Clean Air Act
Cabazon Holdings means Cabazon Holdings LLC, a Debtor.
Cabazon Power means Cabazon Power Partners LLC, a Debtor.
CAByL means Constructores Akal B y L, S. de R.L.
CALIFE means Compania Anonima Luz y Fuerza Electrica de Puerto
Cabello.
CAGR means cumulative annual growth rate.
Calcasieu means Calcasieu Development Company, L.L.C., a
Debtor.
Calvert City Power means Calvert City Power I, L.L.C., a
Debtor.
Calypso means Calypso Pipeline, LLC, a Debtor.
CAO means Chief Accounting Officer.
Case Management Order means the Second Amended Case Management
Order Establishing, Among Other Things, Noticing Electronic Procedures, Hearing
Dates, Independent Website and Alternative Methods of Participation at Hearings,
dated December 17, 2002, entered by the Bankruptcy Court.
Cash means lawful currency of the United States of America.
CashCo 5 means Enron Cash Company No. 5.
CashCo 6 means Enron Cash Company No. 6 LLC.
A-9
Cash Equivalents means equivalents of Cash in the form of
readily marketable securities or instruments issued by a person other than the
Debtors, including, without limitation, readily marketable direct obligations
of, or obligations guaranteed by, the United States of America, commercial paper
of domestic corporations carrying a Moody's Rating of "A" or better, or
equivalent rating of any other nationally recognized rating service, or
interest-bearing certificates of deposit or other similar obligations of
domestic banks or other financial institutions having a shareholders' equity or
equivalent capital of not less than One Hundred Million Dollars
($100,000,000.00), having maturities of not more than one (1) year, at the then
best generally available rates of interest for like amounts and like periods.
Cash Sweeps means the transfer or "sweep" of revenues on a
daily basis from the Debtors' bank accounts into an ENE concentration account.
Cash V Trust means Contractual Asset Securitization Holding
Trust V.
Cash VI Trust means Contractual Asset Securitization Holding
Trust VI.
CDC means Commonwealth Development Corporation.
CEMS means Clinton Energy Management Services, Inc., a Debtor.
CEMSA means Comercializadora de Energia del Mercosur S.A.
Centragas means Centragas-Transportadora de Gas de la Region
Central de Enron Development & Cia., S.C.A.
Central Maine means Central Maine Power Company.
CERCLA means the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601 et seq.
CFTC means the United States Commodity Futures Trading
Commission.
CGC means City Gas Company.
CGNN means CGNN Holding Company, Inc., a non-Debtor affiliate
of ENE and a wholly owned subsidiary of ETS.
Chapter 11 Cases means the cases commenced under chapter 11 of
the Bankruptcy Code by the Debtors on or after the Initial Petition Date styled
In re Enron Corp., et al., Chapter 11 Case No. 01-16034 (AJG), Jointly
Administered, currently pending before the Bankruptcy Court.
Chapter 11 Professionals means any and all professionals whose
retention has been approved by the Bankruptcy Court pursuant to sections 327,
328 and 363 of the Bankruptcy Code.
A-10
Cherokee means Cherokee Finance VOF.
Cheyenne means Cheyenne Finance S.A.R.L.
Choctaw means Choctaw Investors B.V.
CIBC means CIBC, Inc.
CILCO means Central Illinois Light Company.
Citibank means Citibank, N.A.
Citicorp means Citicorp USA, Inc.
Citicorp Leasing means Citicorp Leasing, Inc.
Citrus means Citrus Corp.
Citrus Energy Services means Citrus Energy Services, Inc.
Citrus Trading means Citrus Trading Corp.
Claim means any right to payment from the Debtors or from
property of the Debtors or their estates, whether or not such right is reduced
to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured, or unsecured, known or unknown
or asserted; or any right to an equitable remedy for breach of performance if
such breach gives rise to a right to payment from the Debtors or from property
of the Debtors, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured,
or unsecured.
Claims Bar Date means the date set by the Bankruptcy Court as
the last day for filing proofs of claim against a Debtor.
Class means a category of holders of Claims or Equity
Interests set forth in Article IV of the Plan.
Class Actions means the litigations styled (1) In re Enron
Corporation Securities, Derivative and "ERISA" Litigation, Case No. MDL 1446,
(2) Newby, et al. v. Enron Corporation, et al., Civil Action No. H-01-3624, (3)
Tittle, et al. v. Enron Corp., et al., Civil Action No. H-01-3913, (4) American
National Insurance Company, et al. v. Arthur Andersen, LLP, et al., Civil Action
No. G-02585, (5) American National Insurance Company, et al. v. Citigroup, Inc.,
et al., Civil Action No. G-02-723, (6) Blaz, et al. v. Robert A. Belfer, et al.,
Civil Action No. H-02-1150, (7) Pearson, et al. v. Fastow, et al., Civil Action
No. H-02-3786, (8) Rosen, et al. v. Fastow, et al., Civil Action No. H-02-3787,
(9) Ahlich, et al. v. Arthur Andersen LLP, et al., Civil Action No. H-02-3794,
(10) Silvercreek Management, Inc., et al. v. Salomon Smith Barney, Inc., et al.,
Civil Action No. H-02-3185, and (11) such other actions which may be pending and
A-11
become consolidated for administrative purposes in the United States District
Court for the Southern District of Texas, Houston Division.
CLN Trust means the Enron Credit Linked Notes Trust.
CLN Trust II means the Enron Credit Linked Notes Trust II.
CO means carbon monoxide.
COD means cancellation of debt.
CoalCo means ECT Coal Company No. 1.
COBRA means Consolidated Omnibus Budget Reconciliation Act,
Pub. L. No. 99-272, 100 Stat. 82 (1986).
Collateral means any property or interest in property of the
estates of any of the Debtors that is subject to an unavoidable Lien to secure
the payment or performance of a Claim.
Colstrip means Colstrip Units 3 and 4 Coal Plant.
Common Equity Interest means a common Equity Interest.
Common Equity Trust means the Entity to be created on or prior
to the Effective Date to hold the Exchanged Enron Common Stock for the benefit
of holders of Enron Common Equity Trust Interests.
Common Equity Trust Agreement means the trust agreement, which
agreement shall be in form and substance satisfactory to the Creditors'
Committee and substantially in the form contained in the Plan Supplement.
Common Equity Trust Board means the group of five (5) Persons
selected by the Debtors, after consultation with the Creditors' Committee, and
appointed by the Bankruptcy Court, or any replacements thereafter selected in
accordance with the provisions of the Common Equity Trust Agreement.
Common Equity Trust Interests means the three million
(3,000,000) beneficial interests in the Common Equity Trust, in a number equal
to the outstanding shares of Exchanged Enron Common Stock, to be allocated to
holders of Allowed Enron Common Equity Interests.
Common Equity Trustee means Stephen Forbes Cooper, LLC, or
such other Entity appointed by the Bankruptcy Court to administer the Common
Equity Trust in accordance with the terms and provisions of Article XXVII of the
Plan and the Common Equity Trust Agreement.
A-12
Communications Leasing means Enron Communications Leasing
Corp., a Debtor.
ConEd means Consolidated Edison.
Condor means the Condor Share Trust.
Conectiv means Conectiv Energy Supply, Inc.
Confirmation Date means the date the Clerk of the Bankruptcy
Court enters the Confirmation Order on the docket of the Bankruptcy Court with
respect to the Chapter 11 Cases.
Confirmation Hearing means the hearing to consider
confirmation of the Plan in accordance with section 1129 of the Bankruptcy Code,
as such hearing may be adjourned or continued from time to time.
Confirmation Order means the order of the Bankruptcy Court
confirming the Plan.
Considar means Considar Metal Marketing, Inc.
Consolidated Basis means with respect to any Claims (a)
asserted by an Entity against two or more Debtors and (b) arising from or
related to the same liability, or on the basis of secondary liability,
co-liability or joint liability, for certain purposes of the Plan, such Claims
shall be deemed to be treated as a single Claim of such Entity against the
Debtors as if the Debtors' estates were substantively consolidated.
Consorcio Enron means Empresa Brasileira Distribuidora Ltda.
(f/k/a Consorcio Enron Energia Mercosul)
Constellation means Constellation New Energy, Inc. (f/k/a AES
New Energy Inc.).
Contract Lift Stay Motions means motions filed by
counterparties seeking relief from the automatic stay to cancel various
contracts.
Convenience Claim means, except as provided in Section 16.2 of
the Plan, any Claim equal to or less than Fifty Thousand Dollars ($50,000.00) or
greater than Fifty Thousand Dollars ($50,000.00) but with respect to which the
holder thereof voluntarily reduces the Claim to Fifty Thousand Dollars
($50,000.00) on the Ballot; provided, however, that, for purposes of the Plan
and the distributions to be made thereunder, "Convenience Claim" shall not
include (i) an Enron Senior Note Claim, (ii) an Enron Subordinated Debenture
Claim, (iii) an ETS Debenture Claim, (iv) an ENA Debenture Claim, (v) an Enron
TOPRS Debenture Claim and (vi) any other claim that is a component of a larger
Claim, portions of which may be held by one or more holders of Allowed Claims.
A-13
Convenience Claim Distribution Percentage means with respect
to a Convenience Claim against an individual Debtor, the amount set forth
opposite the appropriate Class listed on Exhibit "F" to the Plan, representing
ninety percent (90%) of the estimated recovery of Distributive Assets that would
be distributed in accordance with the provisions of the Plan on account of an
Allowed General Unsecured Claim against such Debtor, all as set forth in the
Disclosure Statement.
Corpus Christi Bankruptcy Court means the United States
Bankruptcy Court for the Southern District of Texas, Corpus Christi Division,
with jurisdiction over the EOTT chapter 11 bankruptcy case.
Coyote Springs means Coyote Springs Generation Plant.
CP Notes means the notes issued by Enron Funding pursuant to
the CP Program.
CP Program means the commercial paper program administered by
CSFB and Salomon Smith Barney pursuant to which Enron Funding issued up to $350
million in CP Notes in the commercial paper market to qualified institutional
buyers and accredited investors.
CPS means Compagnie Papiers Stadacona.
Credit Lyonnais means Credit Lyonnais New York Branch.
Creditor means any Person or Entity holding a Claim against
the Debtors' estates or, pursuant to section 102(2) of the Bankruptcy Code,
against property of the Debtors that arose or is deemed to have arisen on or
prior to the Petition Date, including, without limitation, a Claim against any
of the Debtors or Debtors in Possession of a kind specified in sections 502(g),
502(h) or 502(i) of the Bankruptcy Code.
Creditor Cash means at any time, the excess, if any, of (a)
all Cash and Cash Equivalents in the Disbursement Account(s) over (b) such
amounts of Cash (i) reasonably determined by the Disbursing Agent as necessary
to satisfy, in accordance with the terms and conditions of the Plan,
Administrative Expense Claims, Priority Non-Tax Claims, Priority Tax Claims,
Convenience Claims and Secured Claims, (ii) necessary to fund the Litigation
Trust and the Special Litigation Trust in accordance with Articles XXII and
XXIII of the Plan, respectively, (iii) necessary to make pro rata distributions
to holders of Disputed Claims as if such Disputed Claims were, at such time,
Allowed Claims and (iv) such other amounts reasonably determined by the
Reorganized Debtors or the Remaining Asset Trusts, as the case may be, as
necessary to fund the ongoing operations of the Reorganized Debtors during the
period from the Effective Date up to and including such later date as the
Reorganized Debtor Plan Administrator shall reasonably determine; provided,
however, that, on the Effective Date, Creditor Cash shall be equal to or greater
than the amount of Creditor Cash projected in the Disclosure Statement to be
available as of the Effective Date; and, provided, further, that such projected
amount of Creditor Cash shall be reduced, on a dollar-for-dollar basis, to the
extent of any distributions of Cash made by the Debtors, to Creditors, pursuant
to a Final
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Order, during the period from the Confirmation Date up to and including the
Effective Date.
Creditors' Committee means the statutory committee of
creditors holding unsecured claims appointed in the Chapter 11 Cases pursuant to
section 1102(a) of the Bankruptcy Code, as amended from time to time.
Credit Rating means the senior unsecured long-term debt rating
of ENE by Fitch, Moody's, or S&P.
CrossCountry means CrossCountry Energy Corp., a Delaware
corporation, formed on or prior to the Effective Date, the assets of which shall
consist of the CrossCountry Assets.
CrossCountry Assets means the assets to be contributed into or
transferred to CrossCountry, including, without limitation, (a) (i) eight
hundred (800) shares of common stock of Transwestern Holding Company, Inc.,
having a par value of $0.01 per share, (ii) five hundred (500) shares of Class B
common stock of Citrus Corp., having a par value of $1.00 per share, (iii) four
hundred (400) shares of common stock of Northern Plains Natural Gas Company,
having a par value of $1.00 per share, (iv) one thousand (1000) shares of common
stock of CGNN Holding Company, Inc., having a par value of $0.01 per share, and
(v) one thousand (1000) shares of common stock of NBP Services Corporation,
having a par value of $1.00 per share; provided, however, that in the event
that, during the period from the date of the Disclosure Statement Order up to
and including the date of the initial distribution of Plan Securities pursuant
to the terms and provisions of Section 32.1 of the Plan, the Debtors, with the
consent of the Creditors' Committee, determine not to include in CrossCountry a
particular asset set forth above, the Debtors shall file a notice thereof with
the Bankruptcy Court and the Value of the CrossCountry Common Stock shall be
reduced by the Value attributable to such asset, as set forth in the Disclosure
Statement or determined by the Bankruptcy Court at the Confirmation Hearing, and
(b) such other assets as the Debtors, with the consent of the Creditors'
Committee, determine on or prior to the date of the initial distribution of Plan
Securities pursuant to the terms and provisions of Section 32.1 of the Plan to
include in CrossCountry and the Value of the CrossCountry Common Stock shall be
increased by the Value attributable to any such assets.
CrossCountry Approval Order means the Order of the Bankruptcy
Court approving the Contribution and Separation Agreement, including the
transfer of the CrossCountry Equity Interests, and the other transactions
contemplated thereby.
CrossCountry By-laws means the by-laws of CrossCountry, which
by-laws shall be in form and substance satisfactory to the Creditors' Committee
and in substantially the form included in the Plan Supplement.
CrossCountry Certificate of Incorporation means the
Certificate of Incorporation of CrossCountry, which certificate of incorporation
shall be in form and
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substance satisfactory to the Creditors' Committee and in substantially the form
included in the Plan Supplement.
CrossCountry Common Stock means the shares of CrossCountry
Common Stock authorized and to be issued pursuant to the Plan, which shares
shall have a par value of $0.01 per share, of which one hundred million
(100,000,000) shares shall be authorized and of which seventy-five million
(75,000,000) shares shall be issued pursuant to the Plan, and such other rights
with respect to dividends, liquidation, voting and other matters as are provided
for by applicable nonbankruptcy law or the CrossCountry Certificate of
Incorporation or the CrossCountry By-laws.
CrossCountry Contribution and Separation Agreement means the
Contribution and Separation Agreement, dated as of June 24, 2003, by and among
ENE, ETS, EOS, Enron Operations, L.P. and CrossCountry.
CrossCountry Distributing Company means CrossCountry or such
other company designated under the Plan to distribute shares of capital stock
representing CrossCountry's interest in the CrossCountry Equity Interests.
CrossCountry Enron Parties means ENE, ETS, EOC Preferred (as
successor to Enron Operations, L.P.,) and EOS, which comprise the parties, in
addition to CrossCountry, which are parties to the CrossCountry Contribution and
Separation Agreement.
CrossCountry Equity Interests means the equity interests held
by ENE and its Affiliates in Citrus, Transwestern Holding, Northern Plains, NBP
Services, and CrossCountry Energy Services.
CrossCountry Indemnified Parties means CrossCountry, each
controlled subsidiary (which does not include Citrus or Northern Border
Partners) of CrossCountry and their respective directors, officers, employees,
agents, representatives, successors, and assigns.
CrossCountry Trust means the Entity, if jointly determined by
the Debtors' and the Creditors' Committee, to be created on or subsequent to the
Confirmation Date, but prior to the Effective Date, in addition to the creation
of CrossCountry, and to which Entity shall be conveyed one hundred percent
(100%) of the CrossCountry Common Stock.
CrossCountry Trust Agreement means, in the event the
CrossCountry Trust is created, the CrossCountry Trust Agreement, which agreement
shall be in form and substance satisfactory to the Creditors' Committee and
substantially in the form included in the Plan Supplement, pursuant to which the
CrossCountry Trust Board and the CrossCountry Trustee shall manage, administer,
operate and liquidate the assets contained in the CrossCountry Trust and
distribute the proceeds thereof or the CrossCountry Common Stock.
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CrossCountry Trust Board means, in the event the CrossCountry
Trust is created, the group of five (5) Persons selected by the Debtors, after
consultation with the Creditors' Committee, and appointed by the Bankruptcy
Court, or any replacements thereafter selected in accordance with the provisions
of the CrossCountry Trust Agreement.
CrossCountry Trust Interests means, in the event the
CrossCountry Trust is created, the seventy-five million (75,000,000) beneficial
interests in CrossCountry to be allocated to holders of Allowed Claims.
CrossCountry Trustee means, in the event the CrossCountry
Trust is created, Stephen Forbes Cooper, LLC, or such other Entity appointed by
the CrossCountry Trust Board and approved by the Bankruptcy Court to administer
the CrossCountry Trust in accordance with the provisions of Article XXIV of the
Plan and the CrossCountry Trust Agreement.
CRRA means Connecticut Resources Recovery Authority.
CSFB means Credit Suisse First Boston.
CUB means Citizens' Utility Board.
Cuiaba Project means the combination of EPE, GasMat, GasBol,
and TBS.
Dabhol Power means Dabhol Power Company.
DB means Deutsche Bank.
Debtors means Enron Metals & Commodity Corp., Enron Corp.,
Enron North America Corp., Enron Power Marketing, Inc., PBOG Corp., Smith Street
Land Company, Enron Broadband Services, Inc., Enron Energy Services Operations,
Inc., Enron Energy Marketing Corp., Enron Energy Services, Inc., Enron Energy
Services, LLC, Enron Transportation Services Company, BAM Lease Company
(incorrectly filed as BAM Leasing Company), ENA Asset Holdings, L.P., Enron Gas
Liquids, Inc., Enron Global Markets LLC, Enron Net Works L.L.C., Enron
Industrial Markets LLC, Operational Energy Corp., Enron Engineering &
Construction Company, Enron Engineering & Operational Services Company, Garden
State Paper Company, LLC, Palm Beach Development Company, L.L.C., Tenant
Services, Inc., Enron Energy Information Solutions, Inc., EESO Merchant
Investments, Inc., Enron Federal Solutions, Inc., Enron Freight Markets Corp.,
Enron Broadband Services, L.P., Enron Energy Services North America, Inc., Enron
LNG Marketing LLC, Calypso Pipeline, LLC, Enron Global LNG LLC, Enron
International Fuel Management Company, Enron Natural Gas Marketing Corp., ENA
Upstream Company LLC, Enron Liquid Fuels, Inc., Enron LNG Shipping Company,
Enron Property & Services Corp., Enron Capital & Trade Resources International
Corp., Enron Communications Leasing Corp., Enron Wind Systems, LLC f/k/a EREC
Subsidiary I, LLC (successor to Enron Wind Systems, Inc.), Enron Wind
Constructors LLC f/k/a EREC Subsidiary II, LLC (successor to Enron Wind
Constructors Corp.), Enron Wind Energy Systems LLC f/k/a EREC Subsidiary III,
LLC (successor to
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Enron Wind Energy Systems Corp.), Enron Wind Maintenance LLC f/k/a EREC
Subsidiary IV, LLC (successor to Enron Wind Maintenance Corp.), Enron Wind LLC
f/k/a EREC Subsidiary V, LLC (successor to Wind), Intratex Gas Company, Enron
Processing Properties, Inc., Enron Methanol Company, Enron Ventures Corp., Enron
Mauritius Company, Enron India Holdings Ltd., Offshore Power Production C.V.,
The New Energy Trading Company, EES Service Holdings, Inc., Enron Wind
Development LLC, ZWHC LLC, Zond Pacific, LLC, Enron Reserve Acquisition Corp.,
EPC Estates Services, Inc., f/k/a National Energy Production Corporation, Enron
Power & Industrial Construction Company, EPC Estates Services, Inc. f/k/a NEPCO
Power Procurement Company, NEPCO Services International, Inc., San Juan Gas
Company, Inc., EBF LLC, Zond Minnesota Construction Company LLC, Enron Fuels
International, Inc., E Power Holdings Corp., EFS Construction Management
Services, Inc., Enron Management, Inc., Enron Expat Services, Inc., Artemis
Associates, LLC, Clinton Energy Management Services, Inc., LINGTEC Constructors
L.P., EGS New Ventures Corp., Louisiana Gas Marketing Company, Louisiana
Resources Company, LGMI, Inc., LRCI, Inc., Enron Communications Group, Inc.,
EnRock Management, LLC, ECI-Texas, L.P., EnRock, L.P., ECI-Nevada Corp., Enron
Alligator Alley Pipeline Company, Enron Wind Storm Lake I LLC, ECT Merchant
Investments Corp., Enron Online, LLC, St. Charles Development Company, L.L.C.,
Calcasieu Development Company, L.L.C., Calvert City Power I, L.L.C., Enron ACS,
Inc., LOA, Inc., Enron India LLC, Enron International Inc., Enron International
Holdings Corp., Enron Middle East LLC, Enron WarpSpeed Services, Inc., Modulus
Technologies, Inc., Enron Telecommunications, Inc., DataSystems Group, Inc. Risk
Management & Trading Corp., Omicron Enterprises, Inc., EFS I, Inc., EFS II,
Inc., EFS III, Inc., EFS V, EFS VI, LP, EFS VII INC, EFS IX, Inc., EFS X, INC,
EFS XI INC, EFS XII INC, EFS XV INC, EFS XVII, Inc., Jovinole Associates, EFS
Holdings, Inc., Enron Operations Services Corp., Green Power Partners I LLC, TLS
Investors, L.L.C., ECT Securities Limited Partnership, ECT Securities LP Corp.,
ECT Securities GP Corp., KUCC Cleburne, LLC, Enron International Asset
Management Corp., Enron Brazil Power Holdings XI Ltd., Enron Holding Company
L.L.C., Enron Development Management Ltd., Enron International Korea Holdings
Corp., Enron Caribe VI Holdings Corp., Enron International Asia Corp., Enron
Brazil Power Investments XI Ltd., Paulista Electrical Distribution, L.L.C.,
Enron Pipeline Construction Services Company, Enron Pipeline Services Company,
Enron Trailblazer Pipeline Company, Enron Liquid Services Corp., Enron Machine
and Mechanical Services, Inc., Enron Commercial Finance Ltd., Enron Permian
Gathering Inc., Transwestern Gathering Company, Enron Gathering Company, EGP
Fuels Company, Enron Asset Management Resources, Inc., Enron Brazil Power
Holdings I Ltd., Enron do Brazil Holdings Ltd., Enron Wind Storm Lake II LLC,
Enron Renewable Energy Corp., Enron Acquisition III Corp., Enron Wind Lake
Benton LLC, Superior Construction Company; EFS IV. Inc., EFS VIII, Inc., EFS
XIII, Inc., Enron Credit, Inc., Enron Power Corp., Richmond Power Enterprise,
L.P., ECT Strategic Value Corp., Enron Development Funding Ltd., Atlantic
Commercial Finance, Inc., The Protane Corporation, Enron Asia
Pacific/Africa/China LLC, Enron Development Corp., ET Power 3 LLC, Nowa Sarzyna
Holding B.V., Enron South America LLC, Enron Global Power & Pipelines LLC,
Portland General Holdings, Inc., Portland Transition Company, Inc., Cabazon
Power Partners LLC, Cabazon Holdings LLC, Enron Caribbean Basin LLC,
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Victory Garden Power Partners LLC, Oswego Cogen Company, LLC, and Enron
Equipment Procurement Company.
Debtors in Possession means the Debtors as debtors in
possession pursuant to sections 1101(1) and 1107(a) of the Bankruptcy Code.
Deferred Compensation Litigation means the avoidance actions
commenced or to be commenced by the Debtors in Possession or the Employee
Committee, for and on behalf of the Debtors' estates, in connection with
payments made with respect to the Enron Corp. 1994 Deferral Plan and Enron Expat
Services, Inc. 1998 Deferral Plan.
Delta means Delta Energy Corporation.
De Minimis Asset Sale Order means Order Pursuant to Sections
105 and 363 of the Bankruptcy Code Approving Procedures for the Sale of Certain
Surplus Assets with De Minimis Value Free and Clear of Liens, Claim, Interests,
and Encumbrances (Docket #2536), as clarified by the Order Pursuant to Sections
105 and 363 of the Bankruptcy Code Clarifying Procedures for the Sale of Assets
with De Minimis Value Free and Clear of Liens, Claims, Interests, and
Encumbrances (Docket #4130).
DEQ means Oregon Department of Environmental Quality.
DHC means Desarrollos Hidraulicos de Cancun.
DIP Credit Agreement means that certain Revolving Credit and
Guaranty Agreement, dated as of December 3, 2001, by and among ENE and ENA, as
borrowers, each of the direct or indirect Debtor subsidiaries of ENE and ENA
party thereto, as guarantors, JPMCB and Citicorp, as co-administrative agents,
Citicorp, as paying agent, JPMCB, as collateral agent, and the lenders party
thereto, as lenders.
DIP Lenders means the lenders under the DIP Credit Agreement.
DIP Objectants means those parties that interposed objections
to the entry of a final order approving postpetition financing for the Debtors.
DIP Objections means the objections filed by the DIP
Objectants.
Disbursement Account(s) means the account(s) to be established
by the Reorganized Debtors on the Effective Date in accordance with Section 31.1
of the Plan, together with any interest earned thereon.
Disbursing Agent means solely in its capacity as agent of the
Debtors to effectuate distributions pursuant to the Plan, the Reorganized
Debtors, the Reorganized Debtor Plan Administrator or such other Entity as may
be designated by the Debtors, with the consent of the Creditors' Committee, and
appointed by the Bankruptcy Court and set forth in the Confirmation Order.
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Disclosure Statement means the Disclosure Statement Pursuant
to Section 1125 of the Bankruptcy Code for Enron Corp. and its Affiliated
Debtors, filed by the Debtors in connection with the Plan.
Disclosure Statement Order means the Final Order of the
Bankruptcy Court, dated [________, 2003] (Docket #____) approving the Disclosure
Statement in accordance with section 1125 of the Bankruptcy Code.
Disputed Claim; Disputed Equity Interest means any Claim
against or Equity Interest in the Debtors, to the extent the allowance of such
Claim or Equity Interest is the subject of a timely objection or request for
estimation in accordance with the Plan, the Bankruptcy Code, the Bankruptcy
Rules or the Confirmation Order, or is otherwise disputed by the Debtors in
accordance with applicable law, which objection, request for estimation or
dispute has not been withdrawn or determined by a Final Order.
Disputed Claim Amount means the lesser of (a) the liquidated
amount set forth in the proof of claim filed with the Bankruptcy Court relating
to a Disputed Claim, (b) if the Bankruptcy Court has estimated such Disputed
Claim pursuant to section 502(c) of the Bankruptcy Code, the amount of a
Disputed Claim as estimated by the Bankruptcy Court, and (c) the amount of such
Disputed Claim allowed by the Bankruptcy Court pursuant to section 502 of the
Bankruptcy Court, or zero, if such Disputed Claim is disallowed in its entirety
by the Bankruptcy Court pursuant to such section, in either case, regardless of
whether the order or judgment allowing or disallowing such Claim has become a
Final Order; provided, however, that, in the event that such Claim has been
disallowed, but the order of disallowance has not yet become a Final Order, the
Bankruptcy Court may require the Disbursing Agent to reserve and hold in trust
for the benefit of each holder of such Claim, Cash and Plan Securities in an
amount equal to the Pro Rata Share that would be attributed to such Claim if it
were an Allowed Claim, or a lesser amount, to the extent that the Bankruptcy
Court, in its sole and absolute discretion, determines such reserve is necessary
to protect the rights of such holder under all of the facts and circumstances
relating to the order of disallowance and the appeal of such holder from such
order.
Disputed Claims Reserve means the escrow that will own a
portion of the Plan Currency and interests in the Litigation Trust, the Special
Litigation Trust, the Operating Trusts, and the Remaining Assets Trust prior to,
on, or after the Effective Date, as applicable, and until such time as all of
the Debtors' assets (and the proceeds thereof) can be distributed to holders of
Allowed General Unsecured Claims, Allowed Enron Guaranty Claims, and Allowed
Wind Guaranty Claims in accordance with the terms of the Plan.
Distributive Assets means the Plan Currency to be made
available to holders of Allowed General Unsecured Claims of a Debtor in an
amount equal to the sum of (A) the product of (i) seventy percent (70%) times
(ii) the lesser of (a) the sum of such Debtor's General Unsecured Claims and (b)
the product of (y) the Value of such Debtor's Assets minus an amount equal to
the sum of (1) one hundred percent (100%) of such Debtor's Administrative
Expense Claims, Secured Claims and Priority Claims plus (2) an
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amount equal to the product of such Debtor's Convenience Claim Distribution
Percentage times such Convenience Claims times (z) a fraction, the numerator of
which is equal to the amount of such Debtor's General Unsecured Claims and the
denominator of which is equal to the sum of such Debtor's (1) General Unsecured
Claims, (2) Enron Guaranty Claims, (3) Wind Guaranty Claims, and (4)
Intercompany Claims plus (B) the product of (i) thirty percent (30%) times (ii)
the Value of all of the Debtors' Assets, as if the Debtors' chapter 11 estates
were substantively consolidated, minus an amount equal to the sum of (1) one
hundred percent (100%) of all Debtors' Administrative Expense Claims, Secured
Claims, and Priority Claims, calculated on a Consolidated Basis, plus (2) the
sum of the products of all Debtors' Convenience Claims times its Convenience
Claim Distribution Percentage times (iii) a fraction, the numerator of which is
equal to the amount of such Debtor's General Unsecured Claims calculated on a
Consolidated Basis, and the denominator of which is equal to the sum of the
amount of (y) all Debtors' General Unsecured Claims, calculated on a
Consolidated Basis, and (z) fifty percent (50%) of all Enron Guaranty Claims and
Wind Guaranty Claims; provided, however, that, for purposes of calculating
"Distributive Assets", such calculation shall not include the Assets of or
General Unsecured Claims against either of the Portland Debtors.
DLJ means DLJ Capital Funding, Inc.
DOI means the United States Department of the Interior.
DOJ means the United States Department of Justice.
DOT means United States Department of Transportation.
DPC means Delta Power Company, LLC.
DPC Ponderosa means DPC Ponderosa, LLC.
DPC White Pine means DPC White Pine, LLC.
DPLP means Destec Properties, LP.
DPLP Trust means DPLP Asset Monetization Trust I.
DSG means DataSystems Group, Inc., a Debtor.
Dth means decatherm = 10 therms = 1,000 cubic feet of natural
gas.
Duke Energy LNG means Duke Energy LNG Sales, Inc.
Dynegy means Dynegy, Inc.
Dynegy Holdings means Dynegy Holdings, Inc.
EA III means Enron Acquisition III Corp., a Debtor.
EAH means Enron Asset Holdings, L.L.C.
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EAMR means Enron Asset Management Resources, Inc., a Debtor.
East Coast Power means East Coast Power LLC.
EBHL means Enron do Brazil Holdings Ltd., a Debtor.
EBPHI means Enron Brazil Power Holdings I Ltd., a Debtor.
EBP-IV means Enron Brazil Power Holdings IV Ltd.
EBPHXI means Enron Brazil Power Holdings XI Ltd., a Debtor.
EBPIXI means Enron Brazil Power Investments XI Ltd., a Debtor.
EBS means Enron Broadband Services, Inc., a Debtor.
EBS Asia Pacific means Enron Broadband Services Asia Pacific
Pte Limited.
EBS Denmark means Enron Broadband Services Denmark Aps.
EBS Deutschland means Enron Broadband Services Deutschland
GmbH.
EBS France means Enron Broadband Services France SAS.
EBS Hong Kong means Enron Broadband Services Hong Kong Ltd.
EBS LP means Enron Broadband Services, L.P., a Debtor.
EBS Sweden means Enron Broadband Services Sweden AB.
ECB means Enron Caribbean Basin LLC.
ECC LLC means ECS Compression Company, L.L.C.
ECE means Enron Comercializadora de Energia Ltda.
ECFL means Enron Commercial Finance Ltd., a Debtor.
ECG means Enron Communications Group, Inc., a Debtor.
ECH means Enron Caribbean Holdings, Ltd.
Echo means EMP Echo, L.L.C.
ECHVI means Enron Caribe VI Holdings Ltd., a Debtor.
ECI means Enron Credit, Inc., a Debtor
ECI Nevada means ECI-Nevada Corp., a Debtor.
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ECI Texas means ECI-Texas, L.P., a Debtor.
EC III means Enron Caribe III Ltd.
Eco-Electrica means EcoElectric, L.P.
EcoGas means Empresa Columbiana De Gas
Ecopetrol means Empresa Columbiana De Petroleos
ECPC means Enron Canada Power Corp.
ECS means Enron Compression Services Company.
ECT means Enron Capital & Trade Resources Corp.,
predecessor-in-interest to ENA.
ECT Europe means ECT Europe, Inc.
ECT Europe Finance means ECT Europe Finance, Inc.
ECT I means Enron Capital Trust I, a trust under the Delaware
Business Trust Act, pursuant to the ECT I Trust Declarations.
ECT I Trust Declarations means that certain Declaration of
Trust, dated as of October 25, 1996, as amended by that certain Amended and
Restated Declaration of trust of Enron Capital Trust, dated as of November 18,
1996.
ECT II means Enron Capital Trust II, a trust under the
Delaware Business Trust Act, pursuant to the ECT II Trust Declarations.
ECT II Trust Declarations means that certain Declaration of
Trust, dated as of December 23, 1996, as amended by that certain Amended and
Restated Declaration of Trust of Enron Capital Trust II, dated as of January 13,
1997.
ECT Securities Corp. means ECT Securities LP Corp., a Debtor
ECT Securities GP means ECT Securities GP Corp., a Debtor
ECT Securities LP means ECT Securities LP Corp., a Debtor
ECT Securities Limited Partnership means ECT Securities
Limited Partnership, a Debtor.
ECT Singapore means Enron Capital & Trade Resources Singapore
Pte Limited.
ECTEF means Enron Capital & Trade Europe Finance LLC.
A-23
ECTMI means ECT Merchant Investments Corp., a Debtor.
ECTRIC means Enron Capital & Trade Resources International
Corp., a Debtor.
ECTRL means Enron Capital & Trade Resources Limited.
ECTSVC means ECT Strategic Value Corp., a Debtor
EDC means Enron Development Corp., a Debtor.
EDCC means Enron Direct Canada Corp.
EDEMET means Empresa de Distribucion Electrica Metro-Oeste.
EDF means Enron Development Funding Ltd., a Debtor.
EDH means Enron Dutch Holdings, B.V.
EDM means Enron Development Management Ltd., a Debtor.
EEC means Empresa Energetica de Corinto, Ltd.
EECC means Enron Engineering & Construction Company, a Debtor.
EEGSA means Empresa Electrica de Guatemala, S.A.
EEIS means Enron Energy Information Solutions, Inc., a Debtor.
EEL means Enron Europe Limited.
EEMC means Enron Energy Marketing Corp., a Debtor.
EEOSC means Enron Engineering & Operational Services Company,
a Debtor.
EEP1 means Enron Europe Power 1 Limited.
EEP3 means Enron Europe Power 3 Limited.
EEP5 means Enron Europe Power 5 Limited.
EEP6 means Enron Europe Power 6 Limited.
EEPC means Enron Equipment Procurement Company, a Debtor.
EES means Enron Energy Services, LLC, a Debtor.
EES Canada means Enron Energy Services Canada Corp.
A-24
EES Deutschland means Enron Energy Services Deutschland GmbH.
EES Europe means Enron Energy Services Europe B.V.
EESI means Enron Energy Services, Inc., a Debtor.
EES Italy means Enron Energy Services Italy S.r.l.
EESNA means Enron Energy Services North America, Inc., a
Debtor.
EESO means Enron Energy Services Operations, Inc., a Debtor.
EESOMI means EESO Merchant Investments, Inc., a Debtor.
EESSH means EES Service Holdings, Inc., a Debtor.
EES Sweden means Enron Energy Services Sweden AB.
EEX Capital means EEX Capital, Inc. a subsidiary of EEX
Corporation.
EEX E&P means EEX E&P Company, L.P.
EEX Reserves means EEX Reserves Funding LLC.
EFEO means Enron Finland Energy Oy.
Effective Date means the earlier to occur of (a) the first
(1st) Business Day following the Confirmation Date that (i) the conditions to
effectiveness of the Plan set forth in Section 37.1 of the Plan have been
satisfied or otherwise waived in accordance with Section 37.2 of the Plan, but
in no event earlier than December 31, 2004, and (ii) the effectiveness of the
Confirmation Order shall not be stayed and (b) such other date following the
Confirmation Date that the Debtors and the Creditors' Committee, in their joint
and absolute discretion, designate.
EFHC means Enron Finance Holdings Corp.
EFII means Enron Fuels International, Inc., a Debtor.
EFM means Enron Freight Markets Corp., a Debtor.
EFP means Enron Finance Partners, L.L.C.
EFR means European Finance Reinsurance Company Ltd.
EFS I means EFS I, Inc., a Debtor.
EFS II means EFS II, Inc., a Debtor.
EFS III means EFS III, Inc., a Debtor.
A-25
EFS IV means EFS IV, Inc., a Debtor.
EFS V means EFS V, Inc., a Debtor.
EFS VI means EFS VI, Inc., a Debtor.
EFS VII means EFS VII, Inc., a Debtor.
EFS VIII means EFS VIII, Inc., a Debtor.
EFS IX means EFS IX, Inc., a Debtor.
EFS X means EFS X, Inc., a Debtor.
EFS XI means EFS XI, Inc., a Debtor.
EFS XII means EFS XII, Inc., a Debtor.
EFS XIII means EFS XIII, Inc., a Debtor.
EFS XV means EFS XV, Inc., a Debtor.
EFS XVII means EFS XVII, Inc., a Debtor.
EFSC means Energy Facility Siting Council.
EFS-CMS means EFS Construction Management Services, Inc., a
Debtor.
EFS Holdings means EFS Holdings, Inc., a Debtor
EFS Plan means the EFS Pension Plan.
EFSI means Enron Federal Solutions, Inc., a Debtor.
EGLE means Enron Gas Liquids Europe SARL.
EGLI means Enron Gas Liquids, Inc., a Debtor.
EGM means Enron Global Markets, LLC, a Debtor.
EGP means EGP Fuels Company, a Debtor.
EGPP means Enron Global Power & Pipelines LLC, a Debtor.
EGSNVC means EGS New Ventures Corp., a Debtor.
Egret means Egret I LLC.
EHC means Enron Holding Company L.L.C., a Debtor.
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EI means Enron International, Inc., a Debtor.
EIAC means Enron International Asia Corp., a Debtor.
EIAM means Enron International Asset Management Corp., a
Debtor.
EIDS means Enron International Development Services, Inc.
EIE means Enron Investimentos Energeticos Ltda.
EIEA means Enron International Energy (Asia) Pte, Ltd.
EIFM means Enron International Fuel Management Company, a
Debtor.
8.25% Subordinated Debentures means those certain debentures
issued in the assigned aggregate principal amount of One Hundred Fifty Million
Dollars ($150,000,000.00) in accordance with the terms and conditions of the
Enron Subordinated Indenture.
EIH means Enron Intermediate Holdings, L.L.C.
EIKH means Enron International Korea Holdings Corp., a Debtor.
EIM means Enron Industrial Markets, LLC, a Debtor.
EIN means the Enron Intelligent Network.
EINT means Enron International Holdings Corp., a Debtor.
EIPSA means Enron Internacional Panama, S.A.
EITF means Emerging Issues Task Force of the FASB.
EIV means Enron Industrial de Venezuela Ltd.
Elektra means Empresa de Distribucion Electrica Elektra
Noreste, S.A.
Elektro means Elektro Eletricidade e Servicos, S.A.
Eletrobolt means a 379 MW power plant in the State of Rio de
Janeiro, Brazil.
ELFI means Enron Liquid Fuels, Inc., a Debtor.
ELP means Enron Leasing Partners, L.P.
El Paso means El Paso Corporation.
El Paso Natural Gas means El Paso Natural Gas Company.
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ELSC means Enron Liquid Services Corp., a Debtor.
EMC means Enron Metals & Commodity, Ltd.
EMCC means Enron Metals and Commodity Corp., a Debtor.
EMC Peru means Enron Metals & Commodity (Peru) S.A.C.
EMDE means Enron Middle East LLC, a Debtor.
EMGH means Enron Metals German Holdings GmbH.
EMGL means Enron Metals Group Limited.
EMI means Enron Management, Inc., a Debtor.
EMMS means Enron Machine and Mechanical Services, Inc., a
Debtor.
Employee Counsel Orders means the Bankruptcy Court orders,
dated March 29, 2002 and November 1, 2002, together with all other orders
entered by the Bankruptcy Court in conjunction therewith, authorizing the
retention of counsel to represent former and present employees of the Debtors in
connection with the investigations of governmental entities, authorities or
agencies with respect to the Debtors' operations and financial transactions.
Employee Committee means the statutory committee appointed in
the Chapter 11 Cases pursuant to section 1102(a)(2) of the Bankruptcy Code, as
reconstituted from time to time, to advise and represent the interests of former
and current employees with respect to employee related issues to the extent
provided in the Bankruptcy Court's order, dated July 19, 2002, as such order may
be amended or modified.
Employee Plans means the three employee benefit plans that are
at issue in the Pamela M. Tittle v. Enron Corp., et al. litigation.
Employee Prepetition Stay Bonus Payments means the stay bonus
payments made to certain of the Debtors' former employees, certain of which are
the subject to the Severance Settlement Fund Litigation.
ENA means Enron North America Corp., a Delaware corporation, a
Debtor.
ENA Asset Holdings means ENA Asset Holdings L.P., a Debtor,
formerly known as HPL Asset Holdings L.P.
ENA Debentures means the 7.75% Debentures Due 2016, issued in
the original aggregate principal amount of $29,108,000.00 and the 7.75%
Debentures Due 2016, Series II, issued in the original aggregate principal
amount of $21,836,000.00, pursuant to the ENA Indentures.
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ENA Debentures Claim means any General Unsecured Claim arising
from or related to the ENA Indentures.
ENA Examiner means Harrison J. Goldin, appointed as examiner
of ENA pursuant to the Bankruptcy Court's order, dated March 12, 2002.
ENA Examiner Interim Report means the interim cash management
report filed by the ENA Examiner on April 9, 2002 (Docket #2867).
ENA Guaranty Claim means any Unsecured Claim, other than an
Intercompany Claim, against ENA arising from or relating to an agreement by ENA
to guarantee or otherwise satisfy the obligations of another Debtor.
ENA Guaranty Distributive Assets means the Plan Currency to be
made available to holders of Allowed ENA Guaranty Claims in an amount equal to
the sum of (A) the product of (i) seventy percent (70%) times (ii) the lesser of
(a) the sum of ENA Guaranty Claims and (b) the product of (y) the Value of ENA's
Assets minus an amount equal to the sum of (1) one hundred percent (100%) of
ENA's Administrative Expense Claims, Secured Claims and Priority Claims plus (2)
an amount equal to the product of ENA's Convenience Claim Distribution
Percentage times ENA's Convenience Claims times (z) a fraction, the numerator of
which is equal to the amount of ENA Guaranty Claims and the denominator of which
is equal to the sum of ENA's (1) General Unsecured Claims, (2) ENA Guaranty
Claims and (3) Intercompany Claims plus in the event that Class 187 votes to
accept the Plan in accordance with Section 1126 of the Bankruptcy Code, (B) the
product of (i) thirty percent (30%) times (ii) the Value of all of the Debtors'
Assets, calculated as if the Debtors' chapter 11 estates were substantively
consolidated, minus an amount equal to the sum of (1) one hundred percent (100%)
of all Debtors' Administrative Expense Claims, Secured Claims and Priority
Claims, calculated on a Consolidated Basis, plus (2) the sum of the products of
each Debtor's Convenience Claims times its respective Convenience Claim
Distribution Percentage times (iii) a fraction, the numerator of which is equal
to fifty percent (50%) times an amount equal to the sum of the lesser of,
calculated on a Claim-by-Claim basis, (1) the amount of ENA Guaranty Claims and
(2) the corresponding primary General Unsecured Claim, calculated on a
Consolidated Basis, and the denominator of which is equal to the sum of the
amount of (y) all Debtors' General Unsecured Claims, calculated on a
Consolidated Basis and (z) fifty percent (50%) of all Accepting Guaranty Claims;
provided, however, that, for purposes of calculating "ENA Guaranty Distributive
Assets," such calculation shall not include the Assets of or the General
Unsecured Claims against either of the Portland Debtors.
ENA Indenture Trustee means National City Bank, solely in its
capacity as successor in interest to The Chase Manhattan Bank, as Indenture
Trustee under the ENA Indentures, or its duly appointed successor.
ENA Indentures means that certain (1) Indenture, dated as of November 21, 1996,
by and among ECT, now known as ENA, ENE, as Guarantor, and The Chase Manhattan
Bank, as Indenture Trustee and (2) Indenture, dated as of
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January 16, 1997, by and among ECT, now known as ENA, ENE, as Guarantor, and The
Chase Manhattan Bank, as Indenture Trustee.
ENA Upstream means ENA Upstream LLC, a Debtor.
ENE means Enron Corp., an Oregon corporation, a Debtor.
ENE Affiliate means any of the Debtors and any other direct or
indirect subsidiary of ENE.
ENE Cash Balance Plan means the Enron Corp. Cash Balance
pension plan.
ENE Examination means the examination of the affairs of the
Debtors (and certain non-Debtor affiliates) pursuant to the terms of that
certain order of the Bankruptcy Court dated April 8, 2002, as supplemented and
amended, authorizing and directing the appointment of an examiner with respect
to the Chapter 11 Cases and matters relating to certain non-Debtor affiliates.
ENE Examiner means Neal A. Batson, appointed as examiner of
ENE pursuant to the Bankruptcy Court's order, dated May 24, 2002.
ENE Examiner's Professionals means the professional retained
by the ENE Examiner to discharge his duties in connection with the ENE
Examination, including, but not limited to Alston & Bird LLP, Plante & Moran,
LLP and their respective partners, associates, counsel, members, agents,
representatives, and employees, and Professors George Bentson and Al Hartgraves.
ENE Tax Group means, for a given taxable year, ENE and any
direct or indirect subsidiary of ENE, whether or not such subsidiary is a debtor
under the Bankruptcy Code or under any insolvency or restructuring laws of any
relevant jurisdiction, that joins in the filing of a consolidated federal income
tax return for all or part of such given taxable year.
E-Next means E-Next Generation LLC.
E-Next Projects means the various gas-fired electric
generating projects, in whole or in part, located throughout the United States.
ENGMC means Enron Natural Gas Marketing Corp., a Debtor.
ENHBV means Enron Netherlands Holding B.V.
ENIL means Enron India LLC, a Debtor.
EnRock means EnRock, L.P., a Debtor.
EnRock Management means EnRock Management, LLC, a Debtor.
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Enron ACS means Enron ACS, Inc., a Debtor.
Enron Affiliate means any of the Debtors and any other direct
or indirect subsidiary of Enron.
Enron Australia Energy means Enron Australia Energy Pty
Limited.
Enron Australia Finance means Enron Australia Finance Pty
Limited.
Enron Bahamas LNG means Enron Bahamas LNG Limited.
Enron Building means the office tower and related real
property located at 1400 Smith Street, Houston, Texas.
Enron Canada means Enron Canada Corp.
Enron Caribbean means Enron Caribbean Basin LLC, a Debtor.
Enron Center South means the office tower and related real
property located at 1500 Louisiana Street, Houston, Texas.
Enron Child Care Center means the building and real property
located at 1505 Louisiana Street, Houston, Texas.
Enron Coal Asia means Enron Coal Asia Pacific Pty Limited.
Enron Common Equity Interest means an Equity Interest
represented by one of the one billion two hundred million (1,200,000,000)
authorized shares of common stock of ENE as of the Petition Date or any interest
or right to convert into such an equity interest or acquire any equity interest
of the Debtors which was in existence immediately prior to or on the Petition
Date.
Enron Companies means ENE and all of its direct and indirect
subsidiaries, whether or not such subsidiaries are debtors under the Bankruptcy
Code or under any insolvency or restructuring laws of any relevant jurisdiction.
Enron Direkt means Enron Direkt GmbH.
Enron Energia Sud means Enron Energia Sud S.r.l.
Enron Energie means Enron Energie GmbH.
Enron Energie Schweiz means Enron Energie (Schweiz) GmbH.
Enron Equity means Enron Equity Corp.
Enron Espana means Enron Espana Energia SL.
Enron Europe means Enron Europe LLC.
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Enron Funding means Enron Funding Corp.
Enron Gathering means Enron Gathering Company, a Debtor
Enron Guaranty Claim means any Unsecured Claim, other than an
Intercompany Claim, against ENE arising from or relating to an agreement by ENE
to guarantee or otherwise satisfy the obligations of another Debtor.
Enron Guaranty Distributive Assets means the Plan Currency to
be made available to holders of Allowed Enron Guaranty Claims in an amount equal
to the sum of (A) the product of (i) seventy percent (70%) times (ii) the lesser
of the sum of ENE's Enron Guaranty Claims and (b) the product of (y) the Value
of ENE's Assets minus an amount equal to the sum of (1) one hundred percent
(100%) of ENE's Administrative Expense Claims, Secured Claims and Priority
Claims plus (2) an amount equal to the product of ENE's Convenience Claim
Distribution Percentage times ENE's Convenience Claims times (z) a fraction, the
numerator of which is equal to the amount of ENE's Enron Guaranty Claims and the
denominator of which is equal to the sum of ENE's (1) General Unsecured Claims,
(2) Enron Guaranty Claims and (3) Intercompany Claims plus (B) the product of
(i) thirty percent (30%) times (ii) the Value of all of the Debtors' Assets,
calculated as if the Debtors' chapter 11 estates were substantively
consolidated, minus an amount equal to the sum of (1) one hundred percent (100%)
of all Debtors' Administrative Expense Claims, Secured Claims and Priority
Claims, calculated on a Consolidated Basis, plus (2) the sum of the products of
each Debtors' Convenience Claims times its respective Convenience Claim
Distribution Percentage times (iii) a fraction, the numerator of which is equal
to fifty percent (50%) times an amount equal to the sum of the lesser of,
calculated on a Claim-by-Claim basis, (1) the amount of Enron Guaranty Claims
and (2) the corresponding primary General Unsecured Claim, calculated on a
Consolidated Basis, and the denominator of which is equal to the sum of the
amount of (y) all Debtors' General Unsecured Claims, calculated on a
Consolidated Basis and (z) fifty percent (50%) of all Enron Guaranty Claims and
Wind Guaranty Claims; provided, however, that, for purposes of calculating
"Enron Guaranty Distributive Assets", such calculation shall not include the
Assets of or the General Unsecured Claims against either of the Portland
Debtors.
Enron Indemnified Parties means ENE, its affiliates (other
than CrossCountry and its subsidiaries when used in the CrossCountry
Contribution and Separation Agreement, or other than Prisma and its subsidiaries
and any Prisma Assets in which Prisma holds an interest when used in the Prisma
Contribution and Separation Agreement) and their respective directors, officers,
employees, affiliates, agents, representatives, successors and assigns.
Enron Korea means Enron International Korea LLC.
Enron LPG Italy means Enron LPG Italy S.r.l.
Enron Mauritius means Enron Mauritius Company, a Debtor.
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Enron Preferred Equity Interest means an Equity Interest
represented by an issued and outstanding share of preferred stock of ENE as of
the Petition Date, including, without limitation, that certain (a) Cumulative
Second Preferred Convertible Stock, (b) 9.142% Perpetual Second Preferred Stock,
(c) Mandatorily Convertible Junior Preferred Stock, Series B, and (d)
Mandatorily Convertible Single Reset Preferred Stock, Series C, or any other
interest or right to convert into such a preferred equity interest or acquire
any preferred equity interest of the Debtors which was in existence immediately
prior to the Petition Date.
Enron Re means Enron Re Limited.
Enron St. Lucia means Enron (St. Lucia) International Business
Corporation.
Enron Senior Notes means the promissory notes and debentures
issued and delivered by ENE in accordance with the terms and conditions of the
Enron Senior Notes Indentures and set forth on Exhibit "B" to the Plan.
Enron Senior Notes Claim means any General Unsecured Claim
arising from or relating to the Enron Senior Notes Indentures.
Enron Senior Notes Indentures means that certain (a)
Indenture, dated as of November 1, 1985, as supplemented on December 1, 1995,
May 8, 1997, September 1, 1997 and August 17, 1999, between ENE, as Issuer, and
the Bank of New York, as Indenture Trustee, (b) Indenture, dated as of October
15, 1985, as supplement, between ENE as Issuer, and Wells Fargo Bank Minnesota,
as Indenture Trustee, (c) Indenture, dated as of April 8, 1999, as supplemented,
between ENE, as Issuer, and Wells Fargo Bank Minnesota, as Indenture Trustee,
and (d) Indenture, dated as of February 7, 2001, as supplement, between ENE as
Issuer, and Wells Fargo Bank Minnesota, as Indenture Trustee.
Enron Senior Notes Indenture Trustee means The Bank of New
York, solely in its capacity as successor in interest to Harris Trust and
Savings Bank, as indenture trustee under the Enron Senior Notes Indenture, or
its duly appointed successor, and Wells Fargo Bank Minnesota, solely in its
capacity as successor in interest to JPMCB, as Indenture Trustee, or its duly
appointed successor, solely in their capacities as indenture trustees with
regard to the respective Enron Senior Notes Indentures.
Enron South America means Enron South America LLC, a Debtor.
Enron Subordinated Debentures means the 8.25% Subordinated
Debentures and the 6.75% Subordinated Debentures.
Enron Subordinated Debenture Claim means any General Unsecured
Claim arising from or relating to the Enron Subordinated Indenture.
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Enron Subordinated Indenture means that certain Indenture,
dated February 1, 1987, between ENE, as Issuer, and the Enron Subordinated
Indenture Trustee, as Indenture Trustee.
Enron Subordinated Indenture Trustee means The Bank of New
York, solely in its capacity as successor in interest to InterFirst Bank
Houston, N.A., as indenture trustee under the Enron Subordinated Indenture, or
its duly appointed successor.
Enron TOPRS Debenture Claim means any General Unsecured Claim
arising from or relating to the Enron TOPRS Indentures.
Enron TOPRS Debentures means the 7.75% Subordinated Debentures
Due 2016, issued in the original aggregate principal amount of $181,926,000.00
and the 7.75% Subordinated Debentures Due 2016, Series II, issued in the
original aggregate principal amount of $136,450,000.00, pursuant to the Enron
TOPRS Indentures.
Enron TOPRS Indenture Trustee means National City Bank, solely
in its capacity as successor in interest to The Chase Manhattan Bank, as
Indenture Trustee under the Enron TOPRS Indentures, or its duly appointed
successor.
Enron TOPRS Indentures means that certain (1) Indenture, dated
as of November 21, 1996, between ENE, as Issuer, and The Chase Manhattan Bank,
as Indenture Trustee, and (2) Indenture, dated as of January 16, 1997, between
ENE, as Issuer, and The Chase Manhattan Bank, as Indenture Trustee.
Enron TOPRS Subordinated Guaranty Claim means any Unsecured
Claim, other than an Intercompany Claim, against ENE arising from or relating to
an agreement by ENE to guarantee or otherwise satisfy the obligations of another
Debtor or affiliate thereof with respect to, arising from or in connection with
the issuance of the TOPRS or the structure created as a result thereof, the
performance of which is subordinated to the payment and performance of ENE with
respect to all other Claims.
Enron Wind Storm Lake I means Enron Wind Storm Lake I LLC, a
Debtor.
Enron Wind Storm Lake II means Enron Wind Storm Lake II LLC, a
Debtor.
ENE Tax Group means, for a given taxable year, ENE and any
direct or indirect subsidiary of ENE, whether or not such subsidiary is a debtor
under the Bankruptcy Code or under any insolvency or restructuring laws of any
relevant jurisdiction, that joins in the filing of a consolidated federal income
tax return for all or part of such given taxable year.
ENS means Elektrocieplownia Nowa Sarzyna Sp.z.o.o.
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Entity means a Person, a corporation, a general partnership, a
limited partnership, a limited liability company, a limited liability
partnership, an association, a joint stock company, a joint venture, an estate,
a trust, an unincorporated organization, a governmental unit or any subdivision
thereof, including, without limitation, the Office of the United States Trustee,
or any other entity.
ENW means Enron Net Works L.L.C., a Debtor.
EOC Preferred means EOC Preferred, L.L.C., a non-Debtor
affiliate of ENE.
EOG means Enron Oil & Gas Company.
EOGIL means Enron Oil and Gas India, Ltd.
EOG Resources means EOG Resources, Inc.
EOS means Enron Operations Services, LLC, a Debtor.
EOTT means EOTT Energy Partners, L.P.
EOTT Debtors means EOTT, EOTT Energy Finance Corp., EOTT
Energy General Partner, LLC, EOTT Energy Operating Limited Partnership, EOTT
Energy Canada Limited Partnership, EOTT Energy Pipeline Limited Partnership,
EOTT Energy Liquids, L.P., and EOTT Energy Corp., each of which filed a chapter
11 bankruptcy petition in the Corpus Christi Bankruptcy Court.
EPA means Environmental Protection Agency.
EPC means Enron Power Corp., a Delaware corporation and a
Debtor.
EPC Guaranty Claim means any Unsecured Claim, other than an
Intercompany Claim, against EPC arising from or relating to an agreement by EPC
to guarantee or otherwise satisfy the obligations of another Debtor.
EPC Guaranty Distributive Assets means the Plan Currency to be
distributed to holders of Allowed Enron Guaranty Claims in an amount equal to
the sum of (A) the product of (i) seventy percent (70%) times (ii) the lesser of
(a) the sum of EPC Guaranty Claims and (b) the product of (y) the Value of EPC's
Assets minus an amount equal to the sum of (1) one hundred percent (100%) of
EPC's Administrative Expense Claims, Secured Claims and Priority Claims plus (2)
an amount equal to the product of EPC's Convenience Claim Distribution
Percentage times EPC's Convenience Claims times (z) a fraction, the numerator of
which is equal to the amount of EPC Guaranty Claims and the denominator of which
is equal to the sum of EPC's (1) General Unsecured Claims, (2) EPC Guaranty
Claims and (3) Intercompany Claims plus (B) the product of (i) thirty percent
(30%) times (ii) the Value of all of the Debtors' Assets, calculated as if the
Debtors' chapter 11 estates were substantively consolidated, minus an amount
equal to the sum of (1) one hundred percent (100%) of all Debtors'
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Administrative Expense Claims, Secured Claims and Priority Claims, calculated on
a Consolidated Basis, plus (2) the sum of the products of each Debtor's
Convenience Claims times its respective Convenience Claim Distribution
Percentage times (iii) a fraction, the numerator of which is equal to fifty
percent (50%) times an amount equal to the sum of the lesser of, calculated on a
Claim-by-Claim basis, (1) the amount of EPC Guaranty Claims and (2) the
corresponding primary General Unsecured Claim, calculated on a Consolidated
Basis, and the denominator of which is equal to the sum of the amount of (y) all
Debtors' General Unsecured Claims, calculated on a Consolidated Basis and (z)
fifty percent (50%) of all Guaranty Claims; provided, however, that, for
purposes of calculating "EPC Guaranty Distributive Assets," such calculation
shall not include the Assets of or the General Unsecured Claims against either
of the Portland Debtors.
EPCA means Enron Pipeline Company of Argentina.
EPCC means Enron Power Construction Company.
EPCL means European Power Company Ltd.
EPC Ltda. means EPC -- Empresa Paranaense Comercializadora
Ltda.
EPCSC means Enron Pipeline Construction Services Company, a
Debtor.
EPE means EPE-Empresa Produtora de Energia Ltda.
EPF I means Enron Preferred Funding, L.P., a Delaware limited
partnership formed pursuant to the EPF I Partnership Agreement.
EPF I Partnership Agreement means that certain Agreement of
Limited Partnership, dated as of October 25, 1996, as amended by that certain
Amended and Restated Agreement of Limited Partnership of Enron Preferred Funding
I, L.P., dated as of November 21, 1996.
EPF II means Enron Preferred Funding II, L.P., a Delaware
limited partnership formed pursuant to the EPF II Partnership Agreement.
EPF II Partnership Agreement means that certain Agreement of
Limited Partnership, dated as of December 23, 1996, as amended by that certain
Amended and Restated Agreement of Limited Partnership of Enron Preferred Funding
II, dated as of January 16, 1997.
EPGI means Enron Permian Gathering, Inc., a Debtor.
EPICC means Enron Power & Industrial Construction Company, a
Debtor.
EPMI means Enron Power Marketing, Inc., a Debtor.
EPMS means Enron Panama Management Services, LLC.
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E Power Holdings means E Power Holdings Corp., a Debtor.
EPPI means Enron Processing Properties, Inc., a Debtor.
EPSC means Enron Property & Services Corp., a Debtor.
Equity Interest means any equity interest in any of the
Debtors represented by duly authorized, validly issued and outstanding shares of
preferred stock or common stock or any interest or right to convert into such an
equity interest or acquire any equity interest of the Debtors which was in
existence immediately prior to or on the Petition Date.
Equity Interest Holder means any Person or Entity holding an
Equity Interest.
Equity Trust means Equity Trust Co. N.V.
ERAC means Enron Reserve Acquisition Corp., a Debtor.
ERCOT means Electric Reliability Council of Texas, Inc.
EREC means Enron Renewable Energy Corp., a Debtor.
EREC I means Enron Wind Systems, LLC f/k/a EREC Subsidiary I,
LLC, successor to Enron Wind Systems, Inc., a Debtor.
EREC II means Enron Wind Constructors LLC f/k/a EREC
Subsidiary II, LLC, successor to Enron Wind Constructors Corp., a Debtor.
EREC III means Enron Wind Energy Systems LLC f/k/a EREC
Subsidiary III, LLC, successor to Enron Wind Energy Systems Corp., a Debtor.
EREC IV means Enron Wind Maintenance LLC f/k/a EREC Subsidiary
IV, LLC, successor to Enron Wind Maintenance Corp., a Debtor.
EREC V means Enron Wind LLC f/k/a EREC Subsidiary V, LLC,
successor to Wind, a Debtor.
ERISA means Employee Retirement Income Security Act, 29 U.S.C.
Section 1001, et seq.
ESA means Endangered Species Act.
ESAT means Enron South America Turbine LLC.
ESBFL means Enron Sutton Bridge Funding Limited, a company
incorporated under the laws of England and Wales.
ESOP means Employee Stock Ownership Plan.
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ETB means ETB-Energia Total do Brasil Ltda.
ETB Note means the $213,090,185.24 note with a 12% coupon,
payable semi-annually issued by ETB to EDF.
ETI means Enron Telecommunications, Inc., a Debtor.
ETP means ET Power 3 LLC, a Debtor.
ETPC means Enron Trailblazer Pipeline Company, a Debtor.
ETS means Enron Transportation Services, LLC, a Debtor.
ETS Debenture Claim means any General Unsecured Claim arising
from or related to the ETS Indentures.
ETS Indenture Trustee means National City Bank, solely in its
capacity as successor in interest to The Chase Manhattan Bank, as indenture
trustee under the ETS Indentures, or its duly appointed successor.
ETS Indentures means that certain (1) Indenture, dated as of
November 21, 1996, by and among Enron Pipeline Company, now known as ETS, as
Issuer, ENE, as Guarantor, and The Chase Manhattan Bank, as Indenture Trustee,
and (2) Indenture, dated as of January 16, 1997, by and among Enron Pipeline
Company, now known as ETS, as Issuer, ENE, as Guarantor, and The Chase Manhattan
Bank, as Indenture Trustee.
Euro CLN Trust means the Enron Euro Credit Linked Notes Trust.
EWDC means Enron Wind Development Corp.
EWLB means Enron Wind Lake Benton LLC, a Debtor.
Exchange Act means the Securities Exchange Act of 1934.
Exchanged Enron Common Stock means the common stock of
Reorganized ENE authorized and to be issued pursuant to the Plan, having a par
value of $0.01 per share, of which the same number of shares as the number of
shares of outstanding Enron Common Equity Interests shall be authorized and
issued pursuant to the Plan with such rights with respect to dividends,
liquidation, voting and other matters as are provided for by applicable
nonbankruptcy law or the Reorganized Debtors Certificate of Incorporation and
the Reorganized Debtors By-laws, and which are being issued in exchange for, and
on account of, each Enron Common Equity Interest and transferred to the Common
Equity Trust with the same economic interests and rights to receive
distributions from ENE or Reorganized ENE, after all Claims have been satisfied,
in full, as such Enron Common Equity Interest.
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Exchanged Enron Preferred Stock means the Series 1 Exchanged
Preferred Stock, the Series 2 Exchanged Preferred Stock, the Series 3 Exchanged
Preferred Stock and the Series 4 Exchanged Preferred Stock, and such other
issues of preferred stock which may be issued on account of preferred stock in
existence as of the Confirmation Date.
Eximbank means the U.S. Export-Import Bank.
Exclusive Filing Period means the period specified in section
1121(b) of the Bankruptcy Code and any enlargement of such period as may be
ordered by the Bankruptcy Court.
Exclusive Plan Solicitation Period means the period specified
in section 1121(c)(3) of the Bankruptcy Code and any enlargement of such period
as may be ordered by the Bankruptcy Court.
Exclusive Periods means the Exclusive Filing Period and the
Exclusive Plan Solicitation Period.
Existing PGE Common Stock means the issued and outstanding
shares of PGE common stock, having a par value of $3.75 per share, held by ENE
as of the date of the Plan.
Expanded Duties Order means the May 8, 2002 order expanding
the duties of the ENA Examiner (Docket #3599).
Expat Services means Enron Expat Services, Inc., a Debtor.
FASB means Financial Accounting Standards Board.
FASIT means Financial Asset Securitization Investment Trust
formed pursuant to section 860L of the Internal Revenue Code.
FBI means the United States Federal Bureau of Investigation.
FCA means the False Claims Act, 31 U.S.C. Section 3729.
FCC means United States Federal Communications Commission.
Fee Committee means the committee appointed by the Bankruptcy
Court pursuant to an order, dated April 26, 2002, to, among other things, review
the amounts and propriety of the fees and expenses incurred by professionals
retained in the Chapter 11 Cases pursuant to an order of the Bankruptcy Court.
FERC means the Federal Energy Regulatory Commission.
FieldCentrix means FieldCentrix, Inc.
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Final Order means an order or judgment of the Bankruptcy Court
as to which the time to appeal, petition for certiorari or move for reargument
or rehearing has expired and as to which no appeal, petition for certiorari or
other proceedings for reargument or rehearing shall then be pending; and if an
appeal, writ of certiorari, reargument or rehearing thereof has been sought,
such order shall have been affirmed by the highest court to which such order was
appealed, or certiorari shall have been denied or reargument or rehearing shall
have been denied or resulted in no modification of such order, and the time to
take any further appeal, petition for certiorari or move for reargument or
rehearing shall have expired; provided, however, that the possibility that a
motion under section 502(j) of the Bankruptcy Code, Rule 59 or Rule 60 of the
Federal Rules of Civil Procedure or any analogous rule under the Bankruptcy
Rules, may be but has not then been filed with respect to such order, shall not
cause such order not to be a Final Order.
Finven means Finven Financial Institution Limited.
Fitch means Fitch, Inc.
Fleet means Fleet National Bank.
Florida Gas means Florida Gas Transmission Company.
Foreign Affiliates means the Enron Companies' subsidiaries
incorporated outside of the United States.
FPA means the Federal Power Act, 16 U.S.C. Section 791a.
Frontera means Frontera Generation Limited Partnership.
FTA means the Florida Turnpike Authority.
FTS-1 Contracts means Florida Gas's contracts expiring prior
to 2015.
FTS-2 means Florida Gas's incrementally priced firm
transportation service rate schedules.
FUCO means foreign utility company.
Fuji means Fuji Bank, Limited.
Furnas means Furnas Centrais Eletricas S.A.
GAAP means generally accepted accounting principles.
GAIL means Gas Authority of India Limited.
Gama means Gama Pazarlama A.S. and Gama Endustri Tesisleri
Imalat ve Montaj A.S., collectively.
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GAO means the General Accounting Office.
Garden State means Garden State Paper Company, LLC, a Debtor.
GasBol means Gasoriente Boliviano Ltda.
GasCo means a service company formed to provide management and
administrative services for the Enron Companies' international investments and
operations.
GasMat means Gasocidente do Mato Grosso Ltda.
GasPart means Gasparticipacoes Ltda.
GDP means gross domestic product.
GECC means General Electric Capital Corporation.
General Unsecured Claims means an Unsecured Claim, other than
a Guaranty Claim, or an Intercompany Claim.
Georgia Bankruptcy Court means the United States Bankruptcy
Court for the Northern District of Georgia.
GEPS means General Electric Power Systems.
Global Assets means the Enron Companies' global services
business unit.
Global LNG means Enron Global LNG LLC, a Debtor.
GMSA means Generacion Mediterranea S.A.
GPU means GPU Service, Inc.
Great Lakes means Great Lakes Dredge & Dock Company.
Green Power means Green Power Partners I LLC, a Debtor.
GTB means Gas TransBoliviano S.A.
GTC means General Terms and Conditions.
Guaranty Claims means ACFI Guaranty Claims, ENA Guaranty
Claims, Enron Guaranty Claims, EPC Guaranty Claims and Wind Guaranty Claims.
Guaranty Distributive Assets means the Plan Currency to be
made available to holders of Allowed Enron Guaranty Claims in an amount equal to
the product of (a) seventy percent (70%) times (b) the difference between the
value of Enron's assets minus an amount equal to the sum of (i) one hundred
percent (100%) of
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Enron's Allowed Administrative Expense Claims, Disputed Administrative Expense
Claims, Allowed Priority Claims and Disputed Priority Claims plus (ii) an amount
equal to seventeen and one-half percent (17.5%) of Enron's Allowed Convenience
Claims and Disputed Convenience Claims times (c) a fraction, the numerator of
which is equal to the amount of Enron's Allowed General Unsecured Claims and
Disputed General Unsecured Claims and the denominator of which is equal to the
sum of the amount of Enron's Allowed General Unsecured Claims, Disputed General
Unsecured Claims, Allowed Enron Guaranty Claims, Disputed Enron Guaranty Claims,
Allowed Intercompany Claims and Disputed Intercompany Claims.
Guardian means Guardian Pipeline, L.L.C.
Gulfstream means Gulfstream Natural Gas System, LLC.
GWh means gigawatt hours.
Hansen means Hansen Investments Co.
Hawaii I means Hawaii I 125-0 Trust.
Hawaii II means Hawaii II 125-0 Trust.
HL&P means Houston Lighting and Power Company, now known as
Reliant Energy.
HP means horsepower.
HPL means Houston Pipe Line Company.
HPLR means HPL Resources Company.
HSE means Houston Street Exchange.
Iberdrola means Iberdrola Generacion, S.A.U.
IBM means International Business Machines Corporation.
ICC means International Chamber of Commerce.
IGL means Industrial Gases Limited.
Iksan Energy means Iksan Energy Co., Ltd.
IMC means Canada Ltd.
Indentures means the Enron Senior Notes Indenture, the Enron
Subordinated Indenture, the ETS Indentures, the ENA Indentures and the Enron
TOPRS Indentures.
A-42
Indenture Trustees means the Enron Senior Notes Indenture
Trustee, the Enron Subordinated Indenture Trustee, the ETS Indenture Trustees,
the ENA Indenture Trustee and the Enron TOPRS Indenture Trustee.
Indenture Trustee Claims means the Claims of the Enron Senior
Notes Indenture Trustees, the Enron Subordinated Indenture Trustee, the ETS
Indenture Trustee, the ENA Indenture Trustee and the Enron TOPRS Indenture
Trustee pursuant to the Enron Senior Notes Indenture and the Enron Subordinated
Indenture, and the ETS Indentures, the ENA Indentures and the Enron TOPRS
Indentures, respectively, for reasonable fees and expenses, including, without
limitation, reasonable attorney's fees and expenses.
India Holdings means Enron India Holdings Ltd., a Debtor.
Indicated Shippers means that certain group of Transwestern's
customers that, on November 21, 2002, filed a request for clarification and/or
rehearing of FERC's October 31, 2002 Order Approving Stipulation and Consent
Agreement in Docket No. IN02-6000.
Initial Petition Date means December 2, 2001, the date on
which ENE and thirteen of its direct and indirect subsidiaries filed their
voluntary petitions for relief commencing the Chapter 11 Cases.
Innisfree means Innisfree M&A Incorporated, the Debtors'
Solicitation Agent.
Intercompany Claim means any Unsecured Claim held by any
Debtor, other than the Portland Debtors, against any other Debtor, other than
the Portland Debtors.
Intercompany Distributive Assets means the Plan Currency to be
made available to holders of Allowed Intercompany Claims of an individual Debtor
in an amount equal to the product of (i) seventy percent (70%) times (ii) the
lesser of (a) such Debtor's Intercompany Claims and (b) the product of (y) the
Value of such Debtor's Assets minus an amount equal to the sum of (1) one
hundred percent (100%) o such Debtor's Administrative Expense Claims, Secured
Claims and Priority Claims plus (2) an amount equal to such Debtor's Convenience
Claim Distribution Percentage times such Debtor's Convenience Claims times (z) a
fraction, the numerator of which is equal to the amount of such Debtor's
Intercompany Claims and the denominator of which is equal to the sum of such
Debtor's (1) General Unsecured Claims, (2) Enron Guaranty Claims, (3) Wind
Guaranty Claims and (4) Intercompany Claims.
Interim DIP Order means the Bankruptcy Court order (Docket
#63) approving the DIP Credit Agreement on an interim basis.
Intratex means Intratex Gas Company, a Debtor.
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Investigative Orders means the Bankruptcy Court orders, dated
April 8, 2002, February 4, 2003, June 2, 2003, and June 11, 2003, authorizing
and directing the ENE Examiner and the ENA Examiner to conduct certain
investigations of the Debtors' pre-Petition Date transactions.
Investing Partners means ECT Investing Partners, L.P.
IRC means the Internal Revenue Code of 1986, as amended from
time to time.
IRS means the Internal Revenue Service, an agency of the
United States Department of Treasury.
IRU means indefeasible right of use.
ISFSI means Trojan Independent Spent Fuel Storage
Installation.
ISO means independent system operator.
Java means Java Investments Ltd.
JEDI II means Joint Energy Development Investments II Limited
Partnership.
Joint Energy means the Joint Energy Development Investments
Limited Partnership.
Jovinole means Jovinole Associates, a Debtor.
JPMCB means JP Morgan Chase Bank -- successor by merger to the
interests of The Chase Manhattan Bank, N.A.
JT Holdings means J.T. Holdings, Inc.
Junior Lien shall have the meaning set forth in Section
IV.A.3.
Junior Reimbursement Claim shall have the meaning set forth in
Section IV.A.3.
KBC means KBC Bank, N.V.
Kern River means Kern River Gas Transmission Co.
KERP I means the Enron Corp. Key Employee Retention,
Liquidation Incentive and Severance Plan, retroactively effective as of March 1,
2002, as approved by the Bankruptcy Court on May 8, 2002, and as amended by
Bankruptcy Court order dated October 31, 2002.
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KERP II means the Enron Corp. Key Employee Retention and
Severance Plan II, which became effective on March 1, 2003.
KOGAS means Korean Gas Company.
Kopper Agreement means the cooperation agreement signed
between Michael Kopper and the DOJ and filed in the United States District Court
for the Southern District of Texas on August 21, 2002.
KStar LP means KStar VPP LP.
KStar Trust means KStar VPP Trust.
KUCC Cleburne means KUCC Cleburne, LLC, a Debtor.
Kh means Kilowatt hour.
Lawyer Agreement means the plea agreement between Lawrence M.
Lawyer and the DOJ, by the United States Attorney's Office for the Southern
District of Texas. The agreement was filed in the United States District Court
for the Southern District of Texas on January 7, 2003.
LDC means local electricity distribution company.
Lehman Brothers means Lehman Brothers Finance S.A.
LGMC means Louisiana Gas Marketing Company, a Debtor.
LGMI means LGMI, Inc., a Debtor.
Lien means any charge against or interest in property to
secure payment of a debt or performance of an obligation.
Limbach means Limbach Facility Services, Inc.
LINGTEC means LINGTEC Constructors, L.P., a Debtor.
LIP Collection Milestone means each actual collection of $500
million from sales of covered assets under the Liquidation Incentive Pool in
connection with KERP I.
LIP Participant means an employee selected for participation
in the Liquidation Incentive Pool in connection with KERP I.
Liquidation Analysis means the analysis of estimated creditor
recoveries in a hypothetical chapter 7 liquidation and the associated asset
recoveries and costs associated with such liquidation as set forth in Appendix G
to the Disclosure Statement.
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Litigation Lift Stay Motions means motions seeking relief from
the automatic stay to continue prosecution of prepetition litigation against the
Debtors.
Litigation Trust means the trust to be created on the
Effective Date in accordance with the provisions of Article XXII of the Plan and
the Litigation Trust Agreement for the benefit of holders of Allowed General
Unsecured Claims in accordance with the terms and provisions of Article XXII of
the Plan.
Litigation Trust Agreement means the Trust Agreement,
substantially in the form contained in the Plan Supplement, pursuant to which
the Litigation Trust shall pursue the Litigation Trust Claims, if applicable,
and distribute the proceeds thereof, if any.
Litigation Trust Board means the group of five (5) Persons
selected by the Debtors, after consultation with (a) the Creditors' Committee
with respect to four (4) of the Debtors' selections and (b) the ENA Examiner
with respect to one (1) of the Debtors' selections, and appointed prior to the
Effective Date by the Bankruptcy Court, or any replacements thereafter selected
in accordance with the provisions of the Litigation Trust Agreement, who shall
determine in accordance with the Litigation Trust Agreement whether to
prosecute, compromise or discontinue any Litigation Trust Claims.
Litigation Trust Claims means those claims and causes of
action, other than claims and causes of action arising under sections 544, 545,
547, 548, 549, 550, 551 and 553 of the Bankruptcy Code, of the estates of the
Debtors, if any, that are not included in the Assets of any Debtor, including,
without limitation, the claims and causes of action asserted, or which may be
asserted, in the MegaClaim Litigation and such other claims and causes of action
against financial institutions, law firms, accountants and accounting firms,
certain of the Debtors' other professionals and such other Entities as may be
described in the Litigation Trust Agreement or be subject to the Mediation
Orders and which are specified in the Plan Supplement; provided, however, that,
under no circumstances, shall such claims and causes of action include (a)
Special Litigation Trust Claims to be prosecuted by the Litigation Trustee and
the Special Litigation Trustee pursuant to Article XXII of the Plan and (b) and
claims and causes of action of the estates of the Debtors waived and released in
accordance with the provisions of Sections 28.3 and 42.6 of the Plan.
Litigation Trust Interests means the twelve million
(12,000,000) beneficial interests in the Litigation Trust to be deemed to be
distributed to holders of Allowed General Unsecured Claims pursuant to the terms
and conditions of Article XXII of the Plan.
Litigation Trustee means Stephen Forbes Cooper, LLC, the
Entity approved by the Bankruptcy Court to administer the Litigation Trust in
accordance with the terms and provisions of Article XXII of the Plan and the
Litigation Trust Agreement.
LJM1 means LJM Cayman, L.P.
LJM2 means LJM Co-Investment L.P.
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LJM-B2 means LJM-Backbone II, LLC.
LJM2 Bankruptcy Court means the United States Bankruptcy Court
for the Northern District of Texas.
LJM2-Margaux means LJM-2 Margaux, LLC.
LJM Norman means LJM2 Norman Funding LLC.
LNG means liquefied natural gas.
LNG Marketing means Enron LNG Marketing LLC, a Debtor.
LNG Shipping means Enron LNG Shipping Company, a Debtor.
LOA means LOA, Inc., a Debtor.
LPG means liquefied petroleum gas.
LRC means Louisiana Resources Company, a Debtor.
LRCI means LRCI, Inc., a Debtor.
LTP means PGE's License Termination Plan.
Macromedia means Macromedia Incorporated.
Maguey means Maguey VPP, LLC.
Maliseet means Maliseet Properties, Inc.
MAOP means maximum allowable operating pressure.
MARAD means the U.S. Maritime Administration.
Mariner means Mariner Energy, Inc.
Marlin means the Marlin Water Trust.
Marlin I Notes means the 7.09% Senior Secured Notes in
aggregate principal amount of $1,024,000,000, issued under the Indenture, dated
December 17, 1998, among Marlin I, as issuer, Marlin Water Capital Corp. I, as
co-issuer, and Bankers Trust Company, as indenture trustee and securities
intermediary.
Marlin II Notes means (i) $475.0 million aggregate principal
amount of the 6.31% Senior Secured Notes due 2003 and (ii) E15.0 million
aggregate principal amount of the 6.19% Senior Secured Notes due 2003 issued by
Marlin Water Trust and Marlin Water Capital Corp., pursuant to the Supplemental
Indenture, dated as of July 19, 2001, among Marlin Water Trust and Marlin Water
Capital Corp., as Issuers, United
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States Trust Company of New York, as predecessor Indenture Trustee, and Deutsche
Bank AG London, as account bank.
Marlin Supplemental Indenture means that certain Supplemental
Indenture, dated July 19, 2001, among Marlin Water Trust, Marlin Water Capital
Corp., United States Trust Company of New York, as Indenture Trustee and
Securities Intermediary, and Deutsche Bank AG London, as Account Bank.
MBbl means one thousand barrels.
MCTJ means MCTJ Holding Co. LLC.
MEC means Marianas Energy Company LLC.
Medianews means Medianews Group, Inc.
Mediation Orders means the orders, dated May 28, 2003, June 4,
2003, June 16, 2003, and November 1, 2003, of the United States District Court
for the Southern District of Texas and the Bankruptcy Court referring certain
parties to mediation to facilitate the resolution of the Class Actions, the
MegaClaim Litigation, certain additional litigation and other claims arising
from or related to the Chapter 11 Cases.
Mediator means The Honorable William C. Conner, Senior United
States District Judge, as mediator in accordance with the Mediation Orders.
MegaClaim Litigation means the litigation styled Enron Corp.
and Enron North America Corp. v. Citigroup, Inc., et al, Adversary Proceeding
No. 03-9266 (AJG), pending in the Bankruptcy Court.
Merger Agreement means the prepetition agreement and plan of
merger between ENE and Dynegy.
Mescalito means Mescalito Ltd.
Methanol means Enron Methanol Company, a Debtor.
MHI means Mitsubishi Heavy Industries, Ltd.
Midlands means Midlands Generations Overseas Ltd.
Midwestern means Midwestern Gas Transmission Company.
MIPS means Monthly Income Preferred Shares.
Mizuho means Mizuho Corporate Bank, Ltd.
MMBtu means million British thermal units.
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MMcf/d means million cubic feet per day.
MMcm/d means million cubic meters per day.
MMscf/d means million standard cubic feet per day.
Modulus means Modulus Technologies, Inc., a Debtor.
Montgomery County Litigation. The litigation styled Official
Committee of Unsecured Creditors of Enron Corp. v. Fastow, et al., Case No.
02-10-06531, pending in the District Court for the 9th Judicial District,
Montgomery County, Texas.
Moody's means Moody's Investors Service, Inc.
MPLP means Michigan Power Limited Partnership.
MW means megawatt.
MWh means megawatt hour.
NASDAQ means National Association of Securities Dealers
Automated Quotation.
NBP Services means NBP Services Corporation, a wholly owned
subsidiary of EOC Preferred.
NEPCO means EPC Estates Services, Inc. f/k/a National Energy
Production Corporation, a Debtor.
NEPCO Debtors means NEPCO, NEPCO Power Procurement, and NEPCO
Services International, collectively.
NEPCO Power Procurement means NEPCO Power Procurement Company,
a Debtor.
NEPCO Services International means NEPCO Services
International, Inc., a Debtor.
NETCO means The New Energy Trading Company, a Debtor.
Newby Action means the securities class action styled, C.A.
No. 01-CV-3624 (Consolidated); Newby, et al. v. Enron Corporation, et al., in
the United States District Court for the Southern District of Texas, Houston
Division.
New Interests means Prisma Common Stock, CrossCountry Common
Stock and PGE Common Stock or PGE Tracking Interests, as the case may be.
NGL means natural gas liquids.
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Nikita means Nikita, L.L.C.
NMFS means National Marine Fisheries Service.
NNG means Northern Natural Gas Company.
Noble means Noble Gas Marketing, Inc.
NOL means net operating loss and, where the context requires,
net capital loss.
NOPR means a Notice of Proposal Rule Making.
Northern Border Partners means Northern Border Partners, L.P.
Northern Border Pipeline means Northern Border Pipeline
Company.
Northern Plains means Northern Plains Natural Gas Company.
Northwest means Northwest Pipeline Company.
NOx means nitrogen oxide.
NPC means Nevada Power Company.
NPW means New Power Company.
NPW Examiner means the examiner appointed in the chapter 11
bankruptcy case of NPW, which is currently pending in the Georgia Bankruptcy
Court.
NRC means Nuclear Regulatory Commission.
NSH means Nowa Sarzyna Holding B.V., a Debtor.
NW Natural means Northwest Natural Gas Company.
NYMEX means New York Mercantile Exchange.
O&M means operation and maintenance.
OBA means Operadora de Buenos Aires S.R.L.
Odebrecht means Odebrecht Oil and Gas Limited.
OEC means Operational Energy Corp., a Debtor.
OID means original issue discount.
Ojibway means Ojibway, Inc.
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Old Dominion means Old Dominion Electric Cooperative.
Omaha Property means a parcel of land and the building and
improvements thereon located at 1111 South 103rd Street in Omaha, Nebraska.
Omicron means Omicron Enterprises, Inc., a Debtor.
Operating Entities means CrossCountry, PGE, and Prisma,
together the operating subsidiaries of the Reorganized Debtors.
Operating Trust Agreements means the Prisma Trust Agreement,
the CrossCountry Trust Agreement and the PGE Trust Agreement.
Operating Trust Interests means the CrossCountry Trust
Interests, the PGE Trust Interests and the Prisma Trust Interests.
Operating Trustee means Stephen Forbes Cooper, LLC, or such
other Entity appointed by the Operating Trust Board to administer the respective
Operating Trusts in accordance with the terms and provisions of Article XXIV of
the Plan and the respective Operating Trust Agreements.
Operating Trusts means The Prisma Trust, the CrossCountry
Trust and the PGE Trust.
OPI means Organizational Partner, Inc., a subsidiary of ENE
and the principal corporate partner of ELP.
OPIC means the U.S. Overseas Private Investment Corporation.
OPP means Offshore Power Production C.V., a Debtor.
Opt-Out Claimants means former employees who elected not to
participate in the Severance Settlement.
OPUC means the Public Utility Commission of Oregon.
Osprey means the Osprey Trust.
Osprey Certificates means Osprey's certificates of beneficial
ownership interest issued on September 24, 1999, July 12, 2000 and October 5,
2000.
Osprey Notes means Osprey's senior secured notes issued on
September 24, 1999 and October 5, 2000 under an indenture dated as of September
24, 1999, as supplemented by a supplemental indenture dated as of July 12, 2000,
and a second supplemental indenture dated as of October 5, 2000.
Oswego Cogen means Oswego Cogen Company, LLC, a Debtor.
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Other Equity Interest means any Common Equity Interests in any
of the Debtors, other than an Enron Common Equity Interest.
Other Subordinated Claim means any Claim subject to
subordination in accordance with section 510(c) of the Bankruptcy Code under the
principles of equitable subordination or otherwise.
Overhead Allocation Formula Order means the Order Approving
and Authorizing Debtors' Allocation Formula for Shared Overhead Expenses (Docket
#8005).
Palm Beach means Palm Beach Development Company, L.L.C., a
Debtor.
Pan Border means Pan Border Gas Company.
Paulista means Paulista Electrical Distribution, L.L.C., a
Debtor.
PBGC means the Pension Benefit Guaranty Corporation.
PBOG means PBOG Corp., a Debtor.
PCB means polychlorinated biphenyl.
PdVSA means Petruleos de Venezuela S.A.
PdVSA Gas means PdVSA Gas, S.A., a subsidiary of PdVSA.
Penalty Claim means any Claim for a fine, penalty, forfeiture,
multiple, exemplary or punitive damages or otherwise not predicated upon
compensatory damages and that would be subject to subordination in accordance
with section 726(a)(4) of the Bankruptcy Code.
Pension Plans means the Enron Cash Balance Plan, the EFS Plan,
the Garden State Plan, the San Juan Plan, and the Portland General Plan.
Person means a "person" as defined in section 101(41) of the
Bankruptcy Code.
Petition Date means the Initial Petition Date; provided,
however, that, with respect to those Debtors which commenced their Chapter 11
Cases subsequent to December 2, 2001, "Petition Date" shall refer to the
respective dates on which such Chapter 11 Cases were commenced.
Petrobas means Petroleo Brasileiro S.A.
PFIC means passive foreign investment company.
PG&E means Pacific Gas & Electric Company.
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PGE means Portland General Electric Company, an Oregon
corporation.
PGE By-laws means the by-laws of PGE, which by-laws shall be
in form and substance satisfactory to the Creditors' Committee and in
substantially the form included in the Plan Supplement.
PGE Certificate of Incorporation means the certificate of
incorporation of PGE, which certificate of incorporation shall be in form and
substance satisfactory to the Creditors' Committee and in substantially the form
included in the Plan Supplement.
PGE Common Stock means the shares of PGE Common Stock
authorized and to be issued pursuant to the Plan, which shares shall have no par
value per share, of which eighty million (80,000,000) shares shall be authorized
and of which sixty-two million five hundred thousand (62,500,000) shares shall
be issued pursuant to the Plan, and such other rights with respect to dividends,
liquidation, voting and other matters as are provided for by applicable
nonbankruptcy law or the PGE Certificate of Incorporation or the PGE By-laws.
PGE MSA means the master services agreement between PGE and
its affiliates, including ENE, as more fully described in section VII.B.1.a.ii.
of the Disclosure Statement.
PGE Trust means the Entity, if jointly determined by the
Debtors and the Creditors' Committee, to be created on or subsequent to the
Confirmation Date, but prior to the Effective Date to hold as its sole asset the
Existing PGE Common Stock or the PGE Common Stock in lieu thereof, but in no
event the assets of PGE.
PGE Trust Agreement means, in the event the PGE Trust is
created, the PGE Trust Agreement, which agreement shall be in form and substance
satisfactory to the Creditors' Committee and substantially in the form included
in the Plan Supplement, pursuant to which the PGE Trustee shall manage,
administer, operate and liquidate the assets contained in the PGE Trust, either
the Existing PGE Common Stock or the PGE Common Stock, as the case may be, and
distribute the proceeds thereof or the Existing PGE Common Stock or the PGE
Common Stock, as the case may be.
PGE Trust Board means, in the event the PGE Trust is created,
the Persons selected by the Debtors, after consultation with the Creditors'
Committee, and appointed by the Bankruptcy Court, or any replacements thereafter
selected in accordance with the provisions of the PGE Trust Agreement.
PGE Trust Interests means the sixty-two million five hundred
thousand (62,500,000) beneficial interests in the PGE Trust to be allocated to
holders of Allowed Claims in the event that Enron transfers the Existing PGE
Common Stock, or issues the PGE Common Stock, as the case may be, to the PGE
Trust.
PGE Trustee means, in the event the PGE Trust is created,
Stephen Forbes Cooper, LLC or such other Entity appointed by the PGE Trust Board
and approved by the
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Bankruptcy Court to administer the PGE Trust in accordance with the provisions
of Article XXIV of the Plan and the PGE Trust Agreement.
PGH means Portland General Holdings, Inc., a Debtor
PGNiG means Polskie Gornictwo Naftowei Gazownictwo. S.A.
Pipeline Businesses means those pipeline businesses or other
energy related businesses associated with the pipeline businesses which are
owned or operated by ENE, ETS and EOC Preferred that are anticipated to be
contributed for shares of CrossCountry common stock pursuant to the Contribution
and Separation Agreement.
Pipeline Group Company means each of Citrus, Florida Gas,
Citrus Trading, Citrus Energy Services, Northern Plains, Pan Border, Northern
Border Pipeline, Northern Border Partners, Northern Border Intermediate Limited
Partnership, Transwestern, Transwestern Holding, NBP Services, CGNN, and their
respective subsidiaries. For the purposes of the definition of Pipeline Group
Company, subsidiary means, with respect to any person, any corporation, limited
liability company, joint venture or partnership of which such person (a)
beneficially owns, either directly or indirectly, more than fifty percent (50%)
of (i) the total combined voting power of all classes of voting securities of
such entity, (ii) the total combined equity interests, or (iii) the capital or
profit interests, in the case of a partnership; or (b) otherwise has the power
to vote, either directly or indirectly, sufficient securities to elect a
majority of the board of directors or similar governing body.
Pipeline Services means Enron Pipeline Services Company, a
Debtor.
Plan means the Second Amended Joint Plan of Affiliated Debtors
Pursuant to Chapter 11 of the United States Bankruptcy Code, including, without
limitation, the Plan Supplement and the exhibits and schedules thereto, as the
same is amended, modified or supplemented from time to time in accordance with
the terms and provisions thereof.
Plan Currency means the mixture of Creditor Cash, Prisma
Common Stock, CrossCountry Common Stock, and PGE Common Stock to be distributed
to holders of Allowed General Unsecured Claims, Allowed Guaranty Claims and
Allowed Intercompany Claims pursuant to the Plan; provided, however, that, if
jointly determined by the Debtors and the Creditors' Committee, "Plan Currency"
may include Prisma Trust Interests, CrossCountry Trust Interests, PGE Trust
Interests and the Remaining Asset Trust Interests.
Plan Securities means Prisma Common Stock, CrossCountry Common
Stock, and PGE Common Stock; provided, however, that if jointly determined by
the Debtors and the Creditors' Committee, "Plan Securities" may include Prisma
Trust Interests, CrossCountry Trust Interests, PGE Trust Interests and the
Remaining Asset Trust Interests.
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Plan Supplement means a separate volume, to be filed with the
Clerk of the Bankruptcy Court, including, among other documents, forms of the
Litigation Trust Agreement, the Special Litigation Trust Agreement, the Prisma
Trust Agreement, the CrossCountry Trust Agreement, the PGE Trust Agreement, the
Remaining Asset Trust Agreement(s), the Common Equity Trust Agreement, the
Preferred Equity Trust Agreement, the Prisma Articles of Association, the Prisma
Memorandum of Association, the CrossCountry By-Laws, the CrossCountry
Certificate of Incorporation, the PGE By-laws, the PGE Certificate of
Incorporation, the Reorganized Debtor Plan Administration Agreement, the
Reorganized Debtors By-laws, the Reorganized Debtors Certificate of
Incorporation, the Severance Settlement Fund Trust Agreement, the guidelines of
the Disputed Claims reserve to be created in accordance with Section 21.3 of the
Plan, and a schedule or description of Litigation Trust Claims and Special
Litigation Trust Claims, in each case, consistent with the substance of the
economic and governance provisions contained in the Plan, (a) in form and
substance satisfactory to the Creditors' Committee and (b) in substance
satisfactory to the ENA Examiner. The Plan Supplement (containing drafts or
final versions of the foregoing documents) shall be filed with the Clerk of the
Bankruptcy Court as early as practicable (but in no event later than ten (10)
days) prior to the Ballot Date, or on such other date as the Bankruptcy Court
establishes.
Poliwatt means Poliwatt Limitada.
Ponderosa means Ponderosa Assets, LP.
Ponderosa Ltd. means Ponderosa Pine Energy Partners, Ltd.
Portland Creditor Cash means at any time, the excess, if any,
of (a) all Cash and Cash Equivalents in the Disbursement Account(s) relating to
each of the Portland Debtors over (b) such amounts of Cash (i) reasonably
determined by the Disbursing Agent as necessary to satisfy, in accordance with
the terms and conditions of the Plan, Administrative Expense Claims, Priority
Non-Tax Claims, Priority Tax Claims, Convenience Claims and Secured Claims
relating to each of the Portland Debtors, (ii) necessary to make pro rata
distributions to holders of Disputed Claims as if such Disputed Claims relating
to each of the Portland Debtors were, at such time, Allowed Claims and (iii)
such other amounts reasonably determined by each of the Reorganized Portland
Debtors as necessary to fund the ongoing operations of the each of the
Reorganized Portland Debtors during the period from the Effective Date up to and
including the date such Debtors' Chapter 11 Cases are closed.
Portland Debtors means Portland General Holdings, Inc. and
Portland Transition Company, Inc.
Portland General Plan means the Pension Plan for Employees of
Portland General Electric.
Powers Committee means the special investigative committee of
the Board, chaired by William K. Powers, Jr., that was appointed on October 28,
2001.
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Powers Report means that certain report, dated February 1,
2002, issued by the Powers Committee.
PPA means power purchase agreement.
PPE means Ponderosa Pine Energy, LLC.
PQP means Puerto Quetzal Power LLC.
Preferred Equity Trust means the Entity to be created on the
Effective Date to hold the Exchanged Enron Preferred Stock for the benefit of
holders of Preferred Equity Trust Interests.
Preferred Equity Trust Agreement means the trust agreement,
which agreement shall be in form and substance satisfactory to the Creditors'
Committee and substantially in the form contained in the Plan Supplement,
pursuant to which the Preferred Equity Trustee shall manage, administer, operate
and liquidate the assets contained in the Preferred Equity Trust and distribute
the proceeds thereof.
Preferred Equity Trust Board means the Persons selected by the
Debtors, after consultation with the Creditors' Committee, and appointed by the
Bankruptcy Court, or any replacements thereafter selected in accordance with the
provisions of the Preferred Equity Trust Agreement.
Preferred Equity Trust Interests means the beneficial
interests in the Preferred Equity Trust, in the classes and in a number of equal
to the outstanding shares of Exchanged Enron Preferred Stock, to be allocated to
holders of Allowed Enron Preferred Equity Interests.
Preferred Equity Trustee means Stephen Forbes Cooper, LLC, or
such other Entity appointed by the Bankruptcy Court to administer the Preferred
Equity Trust in accordance with the terms and provision of Article XXVI of the
Plan and the Preferred Equity Trust Agreement.
Prime Lease means that certain Lease Agreement, dated November
10, 1999, between Asset Holdings and Houston Pipe Line Company, as assigned from
Asset Holdings to BAM on May 31, 2001.
Prime Lease Assets means the pipeline segments and storage
facilities that were part of the Asset Holdings transaction in the Bammel/Triple
Lutz financing structure.
Priority Claim means a Priority Non-Tax Claim or a Priority
Tax Claim, as the case may be.
Priority Non-Tax Claim means any Claim against the Debtors,
other than an Administrative Expense Claim or a Priority Tax Claim, entitled to
priority in payment
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in accordance with sections 507(a), (3), (4), (5), (6), (7) or (9) of the
Bankruptcy Code, but only to the extent entitled to such priority.
Priority Tax Claim means any Claim of a governmental unit
against the Debtors entitled to priority in payment under sections 502 (i) and
507(a)(8) of the Bankruptcy Code.
Prisma means Prisma Energy International Inc., a Cayman
Islands company, the assets of which shall consist of the Prisma Assets.
Prisma Articles of Association means the articles of
association of Prisma, which by-laws shall be in form and substance satisfactory
to the Creditors' Committee and in substantially the form included in the Plan
Supplement.
Prisma Assets means the assets to be contributed into or
transferred to Prisma, including, without limitation (a) those assets set forth
on Exhibit "G" to the Plan; provided, however, that, in the event that, during
the period from the date of the Disclosure Statement Order up to and including
the date of the initial distribution of Plan Securities pursuant to the terms
and provisions of Section 32.1 of the Plan, the Debtors, with the consent of the
Creditors' Committee, determine not to include in Prisma a particular asset set
forth on Exhibit "G" to the Plan, the Debtors shall file a notice thereof with
the Bankruptcy Court and the Value of the Prisma Common Stock shall be reduced
by the Value attributable to such asset, as set forth in the Disclosure
Statement or determined by the Bankruptcy Court at the Confirmation Hearing, and
(b) such other assets as the Debtors, with the consent of the Creditors'
Committee, determine on or prior to the date of the initial distribution of Plan
Securities pursuant to the terms and provisions of Section 32.1 of the Plan to
include in Prisma and the Value of the Prisma Common Stock shall be increased by
the Value attributable to any such assets.
Prisma Common Stock means the shares of Prisma Common Stock
authorized and to be issued pursuant to the Plan, which shares shall have a par
value of $0.01 per share, of which fifty million (50,000,000) shares shall be
authorized and of which forty million (40,000,000) shares shall be issued
pursuant to the Plan, and such other rights with respect to dividends,
liquidation, voting and other matters as are provided for by applicable
nonbankruptcy law or the Prisma Memorandum of Association or the Prisma Articles
of Association.
Prisma Contribution and Separation Agreement means the
agreement to be entered into by the Prisma Enron Parties and Prisma to govern
the contribution of the Prisma Assets to Prisma.
Prisma Distributing Company means Prisma or such other company
as may be designated under the Plan to distribute shares of capital stock
representing Prisma's interest in the Prisma Assets.
Prisma Distribution means the distribution of capital stock of
the Prisma Distributing Company pursuant to the Plan or such other order of the
Bankruptcy Court.
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Prisma Distribution Date means the date on which the Prisma
Distribution occurs.
Prisma Enron Parties means ENE and its affiliates, other than
Prisma, that are party to the Prisma Contribution and Separation Agreement.
Prisma Indemnified Parties means Prisma, its wholly-owned
Subsidiaries, their respective directors, officers, employees, agents,
representatives, successors and assigns, and also Prisma to the extent of any
loss in value to Prisma of any other entities in which it holds an interest.
Prisma Memorandum of Association means the memorandum of
association of Prisma, which memorandum of association shall be in form and
substance satisfactory to the Creditors' Committee and in substantially the form
included in the Plan Supplement.
Prisma Sale means the consummation of the sale of Prisma to
one or more third parties pursuant to the Plan or such other order of the
Bankruptcy Court.
Prisma Sale Date means the date on which the Prisma Sale
occurs.
Prisma Trust means the Entity, if jointly determined by the
Debtors and the Creditors' Committee, to be created on or subsequent to the
Confirmation Date, but prior to the Effective Date, in addition to the creation
of Prisma, and to which Entity shall be conveyed one hundred percent (100%) of
the Prisma Common Stock.
Prisma Trust Agreement means, in the event that the Prisma
Trust is created, the Prisma Trust Agreement, which agreement shall be in form
and substance satisfactory to the Creditors' Committee and substantially in the
form included in the Plan Supplement, pursuant to which the Prisma Trust Board
and the Prisma Trustee shall manage, administer, operate and liquidate the
assets contained in the Prisma Trust and distribute the proceeds thereof or the
Prisma Common Stock.
Prisma Trust Board means, in the event that the Prisma Trust
is created, the Persons selected by the Debtors, after consultation with the
Creditors' Committee, and appointed by the Bankruptcy Court, or any replacements
thereafter selected in accordance with the provisions of the Prisma Trust
Agreement.
Prisma Trust Interests means, in the event that the Prisma
Trust is created, the forty million (40,000,000) beneficial interests in the
Prisma Trust to be allocated to holders of Allowed Claims in accordance with the
provisions of Article XXXII of the Plan.
Prisma Trustee means, in the event that the Prisma Trust is
created, Stephen Forbes Cooper, LLC or such other Entity appointed by the Prisma
Trust Board and approved by the Bankruptcy Court to administer the Prisma Trust
in accordance with the provisions of Article XXIV of the Plan and the Prisma
Trust Agreement.
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PRM means Price Risk Management Assets.
Pro Rata Share means with respect to Claims or Equity
Interests (a) within the same Class or sub-Class, the proportion that a Claim or
Equity Interest bears to the sum of all Claims and/or Equity Interests, as the
case may be, within such Class or sub-Class, and (b) among all Classes, the
proportion that a Class of Claims or Equity Interests bears to the sum of all
Claims and/or Equity Interests, as the case may be; provided, however, that,
notwithstanding the foregoing, for purposes of distributing Litigation Trust
Interests and Special Litigation Trust Interests, (1) "Pro Rata Share" shall not
include Guaranty Claims, Convenience Claims and Intercompany Claims and (2) all
General Unsecured Claims shall be deemed to be treated as one Class, calculated
on a Consolidated Basis.
Promigas means Promotora de la Interconexion de Los Gasoductos
de la Costa Atlantica S.A. E.S.P.
Proponents means the Debtors and Debtors in Possession.
psig means pounds per square inch gauge.
Psyche means Psyche, L.L.C.
PTC means Portland Transition Company, Inc., a Debtor.
PTR means Portland Transition Company, Inc., a Debtor.
PUC means Public Utility Commission.
PUD means People's Utility District.
PUHCA means the Public Utility Holding Company Act of 1935, as
amended, 14 U.S.C. Sections 79, et seq.
Pulp & Paper means Pulp & Paper Risk Management Consulting,
L.P.
PwC UK means Pricewaterhouse Coopers LLP, a limited liability
partnership registered in England with registered number OC303525.
PWC US means PricewaterhouseCoopers.
PX means the California Power Exchange.
Pyramid I means Pyramid I Asset, L.L.C.
Qwest means Qwest Communications Corporation.
Rabobank means Coopertieve Centrale Raiffeisen-Boerenleenbank
B.A.
RAC means the Risk Assessment and Control Group.
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Raptors means the Raptor I-IV SPEs, collectively.
Rawhide means Rawhide Investors LLC.
RBC means the Royal Bank of Canada.
RBSF means RBS Financial Trading Company Limited.
Record Date means the date or dates established by the
Bankruptcy Court in the Confirmation Order for the purpose of determining the
holders of Allowed Claims and Allowed Equity Interests entitled to receive
distributions pursuant to the Plan.
REIT means a Real Estate Investment Trust under section 856 of
the Internal Revenue Code.
Reliant means Reliant Energy Services, Inc.
Remaining Asset Trust Agreement(s) means the Remaining Asset
Trust Agreement(s), in form and substance satisfactory to the Creditors'
Committee and substantially in the form contained in the Plan Supplement,
pursuant to which the Remaining Asset Trustee shall manage, administer and
operate the Remaining Assets and distribute the proceeds thereof, if any.
Remaining Asset Trust Board(s) means the group(s) of five (5)
Persons selected by the Debtors, after consultation with (a) the Creditors'
Committee with respect to four (4) of the Debtors' selections and (b) the ENA
Examiner with respect to one (1) of the Debtors' selections, and appointed prior
to the Effective Date by the Bankruptcy Court, or any replacements thereafter
selected in accordance with the provisions of the respective Remaining Asset
Trust(s) Agreement(s).
Remaining Asset Trust Interests means the twelve million
(12,000,000) beneficial interests in the Remaining Asset Trust(s) to be deemed
to be allocated to holders of Allowed Claims pursuant to the terms and
conditions of Article XXV of the Plan.
Remaining Asset Trustee means Stephen Forbes Cooper, LLC, or
such other Entity appointed by the Remaining Asset Trust Board to administer the
Remaining Asset Trust(s) in accordance with the terms and provisions of Article
XXV of the Plan and the respective Remaining Asset Trust Agreements.
Remaining Asset Trust(s) means one or more trusts, if jointly
determined by the Debtors and the Creditors' Committee, to be created on or
prior to the Effective Date in accordance with the provisions of Article XXV of
the Plan and the Remaining Asset Trust Agreement(s) for the benefit of holders
of Allowed General Unsecured Claims, Allowed Guaranty Claims and Allowed
Intercompany Claims and such other Allowed Claims and Allowed Equity Interests
in accordance with the terms and provisions of the Plan.
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Remaining Assets means from and after the Effective Date, all
Assets of the Reorganized Debtors, other than (a) Creditor Cash on the Effective
Date, (b) the Litigation Trust Claims, (c) the Special Litigation Trust Claims,
and (d) claims and causes of action subject to the Severance Settlement Fund
Litigation.
REMIC means a Real Estate Mortgage Investment Conduit under
section 860D of the Internal Revenue Code.
Reorganized Debtor Plan Administration Agreement means the
agreement prescribing the powers, duties and rights of the Reorganized Debtor
Plan Administrator in administering the Plan, which agreement shall be in form
and substance satisfactory to the Creditors' Committee and in substantially the
form included in the Plan Supplement.
Reorganized Debtor Plan Administrator means Stephen Forbes
Cooper, LLC, retained, as of the Effective Date, by the Reorganized Debtors as
the employee responsible for, among other things, the matters described in
Section 36.2 of the Plan.
Reorganized Debtors means the Debtors, other than the Portland
Debtors, from and after the Effective Date.
Reorganized Debtors By-laws means the respective by-laws of
the Reorganized Debtors, including Reorganized ENE, which by-laws shall be in
form and substance satisfactory to the Creditors' Committee and in substantially
the form included in the Plan Supplement.
Reorganized Debtors Certificate of Incorporation means the
respective Certificates of Incorporation of the Reorganized Debtors, which
certificates of incorporation shall be in form and substance satisfactory to the
Creditors' Committee and in substantially the form included in the Plan
Supplement.
Reorganized Debtors Subsidiaries means Prisma, CrossCountry,
PGE and such other subsidiaries of the Debtors which remain in existence from
and after the Effective Date.
Reorganized ENE means ENE, from and after the Effective Date.
Reorganized Portland Debtors means the Portland Debtors, from
and after the Effective Date.
Retail Contracts means contracts relating to the supply of
natural gas or electricity to commercial or industrial end-users.
Retail Protocol means the Protocol For Settlements Under
Retail Customer Contracts, which was approved by the Bankruptcy Court on October
7, 2002 (Docket #6968).
Retail Services means the Enron Companies' retail business
unit.
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RFP means Request for Proposals.
Rheingold means Rheingold, GmbH.
Richmond Power means Richard Power Enterprise, L.P., a Debtor.
Richter Agreement means the plea agreement, dated February 4,
2003, between Jeffrey S. Richter and the United States Department of Justice, by
the United States Attorney's Office for the Northern District of California and
the Enron Task Force. The agreement was filed with the United States District
Court for the Northern District of California on February 4, 2003.
RICO means Racketeer Influenced Corrupt Organizations Act, 18
U.S.C. Section 1961, et seq.
RMTC means Risk Management and Trading Corp., a Debtor.
RTO means Regional Transmission Organization.
S&P means Standard & Poor's, a division of The McGraw-Hill
Companies, Inc.
Safe-Harbor Agreements means those forward contracts, swap
contracts and other agreements that fall within the safe-harbor provisions of
sections 555, 556, 559 or 560 of the Bankruptcy Code.
Sale Transaction means one or more transactions jointly
determined by the Debtors and the Creditors' Committee, in their sole and
absolute discretion, to sell all or a portion of the issued and outstanding
Prisma Common Stock, CrossCountry Common Stock, Existing PGE Common Stock or PGE
Common Stock or substantially all of the assets of Prisma, CrossCountry or PGE;
provided, however, that, notwithstanding the foregoing, in the event of a
transaction involving PGE, PGE's assets will not be broken-up and PGE shall be
sold only as a going-concern and a vertically integrated electric utility.
Sale/Settlement Orders means those orders entered by the
Bankruptcy Court in connection with the sale or other disposition of the assets
of the Debtors or their affiliates or the compromise and settlement of claims
and causes of action with regard to, among other things, wholesale and retail
trading agreements, SPEs and structured finance transactions, wherein the
proceeds thereof have been reserved, escrowed or otherwise segregated pending
either a further order of the Bankruptcy Court or the agreement of the Debtors
and the Creditors' Committee.
San Juan Gas means San Juan Gas Company, Inc., a Debtor.
San Juan Plan means the San Juan Gas Pension Plan.
Saras means Sara S.p.A. Raffinene Sarde (Italy).
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SCB means Standard Chartered Bank.
SCC means Superior Construction Company, a Debtor.
Schedules means the respective schedules of assets and
liabilities, the list of Equity Interests, and the statements of financial
affairs filed by the Debtors in accordance with section 521 of the Bankruptcy
Code and the Official Bankruptcy Forms of the Bankruptcy Rules as such schedules
and statements have been or may be supplemented or amended on or prior to the
Effective Date.
SE Acquisition means SE Acquisition, L.P.
SEC means the United States Securities and Exchange
Commission.
SECLP means Smith/Enron Cogeneration Limited Partnership.
Second Amended DIP Credit Agreement means the Second Amended
and Restated Revolving Credit and Guaranty Agreement dated as of May 9, 2003, by
and among ENE, as borrower, each of the direct or indirect subsidiaries of ENE
party thereto, as guarantors, the DIP Lenders, JPMCB and Citicorp, as
co-administrative agents, Citicorp, as paying agent, and JPMCB, as collateral
agent.
Section 510 Enron Common Equity Interest Claim means any Claim
of a holder or former holder of an Enron Common Equity Interest for rescission
of or damages arising from or relating to the purchase or sale of an Enron
Common Equity Interest, including, without limitation, any Claims arising from
or relating to equity forward agreements and other understandings to purchase
Enron Common Equity Interests, subject to subordination in accordance with
section 510(b) of the Bankruptcy Code.
Section 510 Enron Preferred Equity Interest Claim means any
Claim of a holder or former holder of an Enron Preferred Equity Interest for
rescission of or damages arising from or relating to the purchase or sale of an
Enron Preferred Equity Interest, including, without limitation, any Claims
arising from or relating to an obligation of ENE guaranteeing the payment and
performance with respect to an Enron Preferred Equity Interest, subject to
subordination in accordance with section 510(b) of the Bankruptcy Code.
Section 510 Enron Senior Notes Claim means any Claim of a
holder or former holder of an Enron Senior Notes Claim for rescission of or
damages arising from or relating to the purchase or sale of an Enron Senior
Note, subject to subordination in accordance with section 510(b) of the
Bankruptcy Code.
Section 510 Enron Subordinated Debenture Claim means any Claim
of a holder or former holder of an Enron Subordinated Debenture Claim for
rescission of or damages arising from or relating to the purchase or sale of an
Enron Subordinated Debenture, subject to subordination in accordance with
section 510(b) of the Bankruptcy Code.
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Secured Claim means a Claim against the estates of the Debtors
(a) secured by a Lien on Collateral or (b) subject to setoff under section 553
of the Bankruptcy Code, to the extent of the value of the Collateral or to the
extent of the amount subject to setoff, as applicable, as determined in
accordance with section 506(a) of the Bankruptcy Code or as otherwise agreed to,
in writing, by the (1) Debtors and the holder of such Claim, subject to the
consent of the Creditors' Committee, or (2) the Reorganized Debtors and the
holder of such Claim, as the case may be; provided, however, that, to the extent
that the value of such interest is less than the amount of the Claim which has
the benefit of such security, the unsecured portion of such Claim shall be
treated as a General Unsecured Claim unless, in any such case, the Class of
which such Claim is a part makes a valid and timely election in accordance with
section 1111(b) of the Bankruptcy Code to have such Claim treated as a Secured
Claim to the extent allowed.
Securities Act means Securities Act of 1933.
Select means Select Energy, Inc.
Sequoia means Sequoia Financial Assets, L.L.C.
Series 1 Exchanged Preferred Stock means the one million one
hundred thirty-seven thousand nine hundred ninety-one (1,137,991) shares of
preferred stock of Reorganized ENE to be distributed to holders of Allowed Enron
Preferred Equity Interests on account of their shares of Cumulative Second
Preferred Convertible Stock, with such rights with respect to dividends,
liquidation, voting and other matters as are provided for by applicable
nonbankruptcy law or the Reorganized Debtors Certificate of Incorporation and
the Reorganized Debtors By-laws, and which are being issued in exchange for, and
on account of, each Enron Preferred Equity Interest and transferred to the
Preferred Equity Trust with the same economic interests and rights to receive
distributions from ENE or Reorganized ENE, after all Claims have been satisfied,
in full, as such Enron Preferred Equity Interest.
Series 2 Exchanged Preferred Stock means the 35.568509 shares
of preferred stock of Reorganized ENE to be distributed to holders of Allowed
Enron Preferred Equity Interests on account of their shares of 9.142% Perpetual
Second Preferred Stock, with such rights with respect to dividends, liquidation,
voting and other matters as are provided for by applicable nonbankruptcy law or
the Reorganized Debtors Certificate of Incorporation and the Reorganized Debtors
By-laws, and which are being issued in exchange for, and on account of, each
Enron Preferred Equity Interest and transferred to the Preferred Equity Trust
with the same economic interests and rights to receive distributions from ENE or
Reorganized ENE, after all Claims have been satisfied, in full, as such Enron
Preferred Equity Interest.
Series 3 Exchanged Preferred Stock means the two hundred fifty
thousand (250,000) shares of preferred stock of Reorganized ENE to be
distributed to holders of Allowed Enron Preferred Equity Interests on account of
their shares of Mandatorily Convertible Junior Preferred Stock Series B, with
such rights with respect to dividends,
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liquidation, voting and other matters as are provided for by applicable
nonbankruptcy law or the Reorganized Debtors Certificate of Incorporation and
the Reorganized Debtors By-laws, and which are being issued in exchange for, and
on account of, each Enron Preferred Equity Interest and transferred to the
Preferred Equity Trust with the same economic interests and rights to receive
distributions from ENE or Reorganized ENE, after all Claims have been satisfied,
in full, as such Enron Preferred Equity Interest.
Series 4 Exchanged Preferred Stock means the one hundred
eight-two thousand nine hundred eight (182,908) shares of preferred stock of
Reorganized ENE to be distributed to holders of Allowed Enron Preferred Equity
Interests on account of their shares of Mandatorily Convertible Single Reset
Preferred Stock, with such rights with respect to dividends, liquidation, voting
and other matters as are provided for by applicable nonbankruptcy law or the
Reorganized Debtors Certificate of Incorporation and the Reorganized Debtors
By-laws, and which are being issued in exchange for, and on account of, each
Enron Preferred Equity Interest and transferred to the Preferred Equity Trust
with the same economic interests and rights to receive distributions from ENE or
Reorganized ENE, after all Claims have been satisfied, in full, as such Enron
Preferred Equity Interest.
ServiceCo means ServiceCo Holdings, Inc.
SE Thunderbird means SE Thunderbird LP.
Setoff Lift Stay Motions means motions seeking relief from the
automatic stay filed by parties seeking to effect setoffs of mutual debts owed
as between the Debtors and third parties.
Settling Former Employees means the Debtors' former employees
entitled to receive distributions of Severance Settlement Fund Proceeds in
accordance with the terms and conditions of the Severance Settlement Order and
the Severance Settlement Fund Trust Agreement.
Severance Settlement means the Stipulation of Settlement of
Severance Claims of Similarly-Situated Claimants and Authorizing the Official
Employment Related Issues Committee to Commence Certain Avoidance Actions on
Behalf of the Estate, dated August 28, 2002.
Severance Settlement Fund Litigation means those claims and
causes of action arising from and relating to the payment of the Employee
Prepetition Stay Bonus Payments to certain of the Debtors' employees, which
claims and causes of action were assigned to the Employee Committee pursuant to
the Severance Settlement Order, including, without limitation, the claims and
causes of action which are the subject of litigation styled (a) Theresa A. Allen
et al. v. Official Employment-Related Issues Committee; Enron Corp.; Enron North
America Corp.; Enron Net Works, L.L.C., Adversary Proceeding No. 03-02084-AJG,
currently pending in the Bankruptcy Court, (b) Official Employment-Related
Issues Committee of Enron Corp., et al. v. John D. Arnold, et al., Adversary
Proceeding No. 03-3522, currently pending in the United States
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Bankruptcy Court for the Southern District of Texas, (c) Official
Employment-Related Issues Committee of Enron Corp., et al. v. James B. Fallon,
et al., Adversary Proceeding No. 03-3496, currently pending in the United States
Bankruptcy Court for the Southern District of Texas, (d) Official
Employment-Related Issues Committee of Enron Corp., et al. v. Jeffrey McMahon,
Adversary Proceeding No. 03-3598, currently pending in the United States
Bankruptcy Court for the Southern District of Texas, and (e) Official
Employment-Related Issues Committee of Enron Corp. v. John J. Lavorato, et al.,
Adversary No. 03-3721, currently pending in the United States Bankruptcy Court
for the Southern District of Texas.
Severance Settlement Fund Proceeds means the net proceeds, if
any, to be realized from the Severance Settlement Fund Litigation, which
proceeds shall be distributed to Settling Former Employees in accordance with
the terms and conditions of the Severance Settlement Fund Trust Agreement.
Severance Settlement Fund Trust means the trust to be created
on or prior to the Effective Date, to be funded from the proceeds, if any,
realized from the Severance Settlement Fund Litigation, in accordance with the
Severance Settlement Fund Trust Agreement for the benefit of Settling Former
Employees.
Severance Settlement Fund Trust Agreement means the trust
agreement, substantially in the form contained in the Plan Supplement, pursuant
to which the Severance Settlement Fund Trustee shall pursue the Severance
Settlement Fund Litigation and distribute the Severance Settlement Fund
Proceeds.
Severance Settlement Fund Trustee means the Entity appointed
by the Employee Committee to administer the Severance Settlement Fund Trust, and
to be compensated from the proceeds, if any, realized from the Severance
Settlement Fund Litigation, in accordance with the terms and provisions of the
Severance Settlement Fund Trust Agreement.
Severance Settlement Order means the order, dated August 28,
2002, of the Bankruptcy Court approving, among other things, a compromise and
settlement of severance claims of similarly-situated claimants and authorizing
the Employee Committee to commence certain avoidance actions on behalf of the
Debtors and their chapter 11 estates.
SFE means Sociedad Fluminense Energia Ltda.
SFV means straight-fixed variable.
Shell means The Royal Dutch/Shell Group.
Shell Settlement means the Definitive Agreement entered into
between Affiliates of ENE and Shell relating to disputes over the Cuiaba
Project.
Sideriver means Sideriver Investments Limited.
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SIPP means Sithe/Independence Power Partners, LP.
6.75% Subordinated Debentures means those certain debentures
issued in the original aggregate principal amount of Two Hundred Fifty Million
Dollars ($250,000,000.00) in accordance with the terms and conditions of the
6.75% Subordinated Indenture.
SK means SK Corporation.
SK-Enron means SK-Enron Co., Ltd.
SK Gas means SK Gas Co., Ltd.
SK Global means SK Global Co. Ltd.
SK Shipping means SK Shipping Co., Ltd.
Smith Street Equity means capital contributions made by the
limited partners of Brazos in the original amount of $8,535,000 made pursuant to
that certain First Amended and Restated Agreement of Limited Partnership of
Brazos Office Buildings, L.P., dated as of April 4, 1997.
Smith Street Loan means the loan in the original principal
amount of $275,965,000 made pursuant to that certain Credit Agreement, dated
April 14, 1997, among Brazos, as borrower, and a syndicate of banks with JPMCB
as the agent.
Smurfit means Smurfit-Stone Container Corporation.
Snohomish means Public Utility District No. 1 of Snohomish
County.
SO2 means sulfur dioxide.
Solicitation Agent means Innisfree.
Southern Natural Gas means Southern Natural Gas Company, a
subsidiary of El Paso.
Special Litigation Trust means the trust to be created on the
Effective Date in accordance with the provisions of Article XXIII of the Plan
and the Special Litigation Trust Agreement for the benefit of holders of Allowed
General Unsecured Claims in accordance with the terms and provisions of Article
XXIII of the Plan.
Special Litigation Trust Agreement means the Special
Litigation Trust Agreement, which agreement shall be in form and substance
satisfactory to the Creditors' Committee and substantially in the form contained
in the Plan Supplement, pursuant to which the Special Litigation Trust shall
pursue the Special Litigation Trust Claims, if applicable, and distribute the
proceeds thereof, if any.
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Special Litigation Trust Board means the group of up to five
(5) Persons appointed prior to the Effective Date by the Bankruptcy Court, all
of whom shall be nominated by the Creditors' Committee, or any replacements
thereafter selected in accordance with the provisions of the Special Litigation
Trust Agreement, who shall determine in accordance with the Special Litigation
Trust Agreement whether to prosecute, compromise or discontinue any Special
Litigation Trust Claims.
Special Litigation Trust Claims means those claims and causes
of action, other than claims and causes of action arising under sections 544,
545, 547, 548, 549, 550, 551 and 553 of the Bankruptcy Code, of the Debtors or
Debtors in Possession, if any, that are not included in the Assets of any
Debtor, including, without limitation, the claims and causes of action asserted,
or which may be asserted, in the Montgomery County Litigation and such other
causes of action against the Debtors' former insiders and such other Entities as
may be described in the Special Litigation Trust Agreement or be subject to the
Mediation Orders and which are specified in the Plan Supplement; provided,
however, that, under no circumstances, shall such claims and causes of action
include (a) Litigation Trust Claims to be prosecuted by the Litigation Trust and
(b) any claims and causes of action waived and released in accordance with
Sections 28.3 and 42.6 of the Plan.
Special Litigation Trust Interests means the twelve million
(12,000,000) beneficial interests in the Special Litigation Trust to be deemed
to be distributed to holders of Allowed General Unsecured Claims pursuant to
Article XXIII of the Plan.
Special Litigation Trustee means Stephen Forbes Cooper, LLC or
such other Entity appointed by the Special Litigation Trust Board and approved
by the Bankruptcy Court to administer the Special Litigation Trust in accordance
with the terms and provisions of Article XXIII of the Plan and the Special
Litigation Trust Agreement.
SPEs means special purpose entities.
SPG means Simon Property Group, LP.
Spokane means Spokane Energy, LLC.
Spokane Trust means the Spokane Energy Funding Trust.
SPPC means Sierra Pacific Power Company.
SSLC means Smith Street Land Company, a Debtor.
State Street means State Street Bank and Trust Company of
Connecticut, National Association, a national banking association.
State Street (MA) means State Street Bank and Trust Company, a
Massachusetts corporation.
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Statutorily Subordinated Claim means any Claim that is subject
to subordination under section 510(b) of the Bankruptcy Code, including, without
limitation, (i) any and all Claims for fines, penalties, forfeitures, or other
non-pecuniary, direct or non-proximate damages and (ii) any and all Claims of a
holder or former holder of an Equity Interest for rescission of or damages
arising from or relating to the purchase or sale of an Equity Interest.
St. Charles Development means St. Charles Development Company,
L.L.C., a Debtor.
Sterling CLN Trust means the Enron Sterling Credit Linked
Notes Trust.
Stock Plans means the four fixed Stock Plans under which
options for shares of ENE common stock have been or could have been granted to
officers, employees and non-employee members of the Board.
Storage Gas means 55 bcf of "cushion gas," and 25 bcf of
"working gas" that was part of Project Triple Lutz in the Bammel/Triple Lutz
financing structure.
Subordinated Claim means a Section 510 Enron Senior Notes
Claim, a Section 510 Enron Subordinated Debenture Claim, a Section 510 Enron
Preferred Equity Interest Claim, a Section 510 Enron Common Equity Interest
Claim, a Penalty Claim, an Enron TOPRS Subordinated Guaranty Claim or an Other
Subordinated Claim.
Sundance means Sundance Assets, LP.
Swiss Re means Swiss Reinsurance Company.
Tax Advance means the amount the Debtors or Reorganized
Debtors will advance to the Disputed Claims Reserve if the Disputed Claims
Reserve has insufficient funds to pay any applicable taxes imposed upon it or
its assets.
Tax Sharing Agreement means an agreement between Enron Corp.
and one or more other corporations that is included with Enron Corp. in a
consolidated, combined or unitary tax return which provides for the allocation
of aggregate tax liabilities and refunds, obligations to make intercompany
payments in lieu of taxes and/or compensation for the use of tax benefits.
TBG means Transportadora Brasileira Gasoduto Bolivia --
Brasil, S.A.
TBS means Transborder Gas Services Ltd.
TBtu/d means trillion British thermal units per day.
TEPI means Texaco Exploration and Production, Inc.
TETAS means Turkiye Elektrik Ticaret ve Taahut A.S., the
state-owned Turkish electricity contracting and trading company.
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Texaco means Texaco, Inc.
TGS means Transportadora de Gas del Sur S.A.
The Williams Companies means The Williams Companies, Inc.
Timber means Timber I, LLC.
Tittle Action means the ERISA-related class action syled, C.A.
No. H-01-3913 (Consolidated); Pamela M. Tittle, et al. v. Enron Corp., et al.;
In the United States District Court for the Southern District of Texas, Houston
Division.
TLS means TLS Investors, L.L.C., a Debtor.
TOH2L means Teeside Operations Holdings 2 Limited.
TOH4L means Teeside Operations Holdings 4 Limited.
TOPRS means the Trust Originated Preferred Securities issued
by each of ECT I and ECT II in connection with (a) the formation of EPF I and
EPF II, respectively, and (b) the Enron TOPRS Debentures, the ENA Debentures and
the ETS Debentures, among other securities.
TOPRS Stipulation means that certain Stipulation and Order
Regarding Issues By and Among Enron Corp., Enron Transportation Services
Company, Enron Preferred Funding L.P., Enron Preferred Funding II L.P., Enron
Capital Trust I, Enron Capital Trust II and National City Bank, as Indenture
Trustee and Property Trustee, dated September 18, 2003, and as so ordered by the
Bankruptcy Court on October 2, 2003.
TPC means The Protane Corporation, a Debtor.
TPFL means Teeside Power Financing Limited.
TPHL means Teeside Power Holdings Limited.
TPL means Teeside Power Limited.
TPS Dell means TPS Dell, L.L.C.
Trakya means Trakya Elektrik Uretim ve Ticaret A.S.
TransCanada means TransCanada PipeLines Limited.
Transwestern means Transwestern Pipeline Company.
Transwestern Gathering means Transwestern Gathering Company, a
Debtor.
Transwestern Holding means Transwestern Holding Company, Inc.
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Travelers means Travelers Casualty and Surety Company of
America.
Treasury Regulations means regulations promulgated by the U.S.
Department of Treasury pursuant to the IRC.
TRH means T. R. Holdings Ltda.
Tribes means the Confederated Tribes of the Warm Springs
Reservation of Oregon.
Tribune means Tribune Company.
Trojan means the Trojan Nuclear Plant.
Trojan Decommissioning Plan means the Trojan Nuclear Plant
Decommissioning Plan (PGE-1061) which incorporates the Post-Shutdown
Decommissioning Activities Report and the License Termination Plan required by
10 CFR 50.82, the Oregon Office of Energy in Oregon Administrative Rule (OAR)
345-026-0370 and 10 CFR 50.54(bb).
TRSA or Transredes means Transredes-Transporte de
Hidrocarburos, S.A.
Trust Beneficiaries means the holders of the Allowed General
Unsecured Claims, Allowed Enron Guaranty Claims and Allowed Intercompany Claims.
TSI means Tenant Services, Inc., a Debtor.
TWh means terawatt hours.
UBS means UBS AG.
Unsecured Claim means any Claim against the Debtors, other
than an Administrative Expense Claim, a Secured Claim, a Priority Non-Tax Claim,
a Priority Tax Claim, a Subordinated Claim, or a Convenience Claim.
URP means Utility Reform Project.
USDOE means the United States Department of Energy.
USFWS means the United States Fish and Wildlife Service.
U.S. Trustee means the Office of the United States Trustee for
the Southern District of New York.
Valhalla means Valhalla, GmbH.
Valkyrie means Enron Valkyrie, L.L.C.
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Value means the Cash realized, at any time, from the
disposition of all or any portion of the Assets; provided, however, that, with
respect to the Prisma Common Stock, CrossCountry Common Stock, Existing PGE
Common Stock and PGE Common Stock, as the case may be, the "Value" thereof as
determined by the Bankruptcy Court as of the Confirmation Date, as the same may
be increased or reduced in accordance with the provisions of the Plan; and,
provided, further, that, to the extent that all of the Prisma Common Stock,
CrossCountry Common Stock, Existing PGE Common Stock or PGE Common Stock, as the
case may be, is converted into Cash, one or more promissory notes, equity
interests of the purchase thereof or such other form of consideration prior to
the later to occur of (1) the commencement of distributions with respect thereto
and (2) the Effective Date, the "Value" of such amount realized in Cash or the
then-fair market value of the consideration received as determined by the
Bankruptcy Court; and, provided, further, that to the extent that a portion, but
not all, of the Prisma Common Stock, CrossCountry Common Stock, Existing PGE
Common Stock or PGE Common Stock, as the case may be, is converted into Cash,
one or more promissory notes, equity interests of the purchaser thereof or such
other form of consideration prior to the later to occur of (1) the commencement
of distributions with respect thereto and (2) the Effective Date, the "Value" of
such Prisma Common Stock, CrossCountry Common Stock, Existing PGE Common Stock
or PGE Common Stock, as the case may be, shall be equal to the sum of (i) the
Cash or then-fair market value of such consideration as determined by the
Bankruptcy Court realized from such disposition plus (ii) the product of (y)
such consideration realized per share upon such disposition of Prisma Common
Stock, CrossCountry Common Stock, Existing PGE Common Stock or PGE Common Stock,
as the case may be, times (z) the number of share of Prisma Common Stock,
CrossCountry Common Stock, Existing PGE Common Stock or PGE Common Stock,
respectively, remaining with the Debtors immediately following such disposition.
VEA means Valley Electric Association, Inc.
VEBA means Voluntary Employee Benefit Association.
Vengas means Vengas, S.A.
Ventures means Enron Ventures Corp., a Debtor.
Venue Movants means Dynegy, Inc. (and its affiliates), Statex
Petroleum, Packaged Ice, Inc. (and its affiliates), EC Power, Petro-Hunt,
L.L.C., Tenaska Marketing Ventures, Pioneer Resources USA, Inc., Pure Resources,
Inc., Spinnaker Exploration Company, Equiva Trading Company, Shell Chemical Risk
Management Company, Shell Chemical L.P., Dunhill Resources I, LLC, Pamela M.
Tittle, Thomas O. Padgett, Gary S. Dreadin, and Southern Ute Indian Tribe d/b/a
Red Willow Production Company. Joinders in the transfer motions were filed by
Reliant Energy Services, Inc., Anning-Johnson Company, Contour Energy Co., PDM
Strocal, Phillips Petroleum Company, El Paso Merchant Energy L.P., the Texas
Comptroller of Public Accounts, the Texas Workforce Commission, the Texas
General Land Office, the Texas Natural Resource Conservation Commission, the
Florida Board of Administration and Exco Resources.
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VEPCO means Virginia Electric and Power Company.
V. Holdings means V. Holdings Industries, S.A.
Victory Garden means Victory Garden Power Partners LLC, a
Debtor.
Viking means Viking Gas Transmission Company.
Voting Procedures Order means the Final Order of the
Bankruptcy Court, dated [____________, 2003] (Docket # _____) setting forth
procedures with respect to voting and the temporary allowance of claims for
voting purposes.
VPP means volumetric production payment.
Wabash means Wabash Valley Power Association.
WarpSpeed means Enron WarpSpeed Services, Inc., a Debtor.
WD Management Agreement means that certain Management
Agreement, dated as of February 27, 2003, between Enron Wind LLC and Wind
Development Trust.
WD Trust means the grantor trust created pursuant to the WD
Trust Agreement.
WD Trust Agreement means that certain Wind Development Trust
Agreement, dated as of February 27, 2003, by and among Enron Wind Development
LLC, Enron Wind Domestic Holding LLC, Enron Wind LLC, EREC and Cloyses Partners
LLC, as Managing Trustee.
WECC means Western Electricity Coordinating Council.
Wells Fargo means Wells Fargo Bank Minnesota, N.A.
Wessex means Wessex Water Ltd.
West LB means Westdeutsche Landesbank Girozentrale.
WGM means Weil, Gotshal & Manges LLP.
Whitewing LLC means Whitewing Management LLC.
Whitewing LP means Whitewing Associates, L.P.
Wholesale Contracts means physical and financial contracts
relating to numerous commodities, including, but not limited to, power, natural
gas, interest rates and currencies, crude oil, liquid fuels, coal, pulp and
paper, steel, metals, freight, lumber, and weather.
A-73
Wholesale Protocol means the protocol for the efficient
processing of settlements concerning terminated Safe-Harbor Agreements, which
was approved by the Bankruptcy Court on May 30, 2002 (Docket #4129).
Wholesale Services means the Enron Companies' wholesale
business unit.
Wilmington means Wilmington Trust Company.
Wiltshire means Wiltshire Financial Asset, LLC.
Wind means Enron Wind Corp.
Wind Development means Enron Wind Development LLC, a Debtor.
Wind Guaranty Claim means any Unsecured Claim, other than an
Intercompany Claim, against Wind arising from or relating to an agreement by
Wind to guarantee or otherwise satisfy the obligations of another Debtor.
Wind Guaranty Distributive Assets means the Plan Currency to
be made available to holders of Allowed Wind Guaranty Claims in an amount equal
to the sum of (A) the product of (i) seventy percent (70%) times (ii) the lesser
of (a) the sum of the Wind Guaranty Claims and (b) the product of (y) the Value
of Wind's Assets minus an amount equal to the sum of (1) one hundred percent
(100%) of Wind's Administrative Expense Claims, Secured Claims and Priority
Claims plus (2) an amount equal to the product of Wind's Convenience Claim
Distribution Percentage times Wind's Convenience Claims times (z) a fraction,
the numerator of which is equal to the amount of the Wind Guaranty Claims and
the denominator of which is equal to the sum of Wind's (1) General Unsecured
Claims, (2) Wind Guaranty Claims and the Intercompany Claims plus (B) the
product of (i) thirty percent (30%) times (ii) the Value of all of the Debtors'
Assets, calculated as if the Debtors' chapter 11 estates were substantively
consolidated, minus an amount equal to the sum of (1) one hundred percent (100%)
of all Debtors' Administrative Expense Claims, Secured Claims and Priority
Claims, calculated on a Consolidated Basis, plus (2) the sum of the products of
each Debtors' Convenience Claims times its respective Convenience Claim
Distribution Percentage times (iii) a fraction, the numerator of which is equal
to fifty percent (50%) times an amount equal to the sum of the lesser of,
calculated on a Claim-by-Claim basis, (1) the amount of Wind Guaranty Claims and
(2) the corresponding primary Claim, calculated on a Consolidated Basis, and the
denominator of which is equal to the sum of (y) all Debtors' General Unsecured
Claims, calculated on a Consolidated Basis and (z) fifty percent (50%) of all
Enron Guaranty Claims and Wind Guaranty Claims; provided, however, that, for
purposes of calculating "Wind Guaranty Distributive Assets", such calculation
shall not include the Assets of or the General Unsecured Claims against either
of the Portland Debtors.
Wind Management Agreements means the WD Management Agreement
and the WS Management Agreement.
A-74
Wind Reserve Fund means the fund in the amount of Twenty-Five
Million Dollars ($25,000,000.00) created pursuant to the Wind Reserve Fund
Order.
Wind Reserve Fund Order means the order, dated June 23, 2003,
of the Bankruptcy Court approving the terms and conditions of a compromise and
settlement with respect to issues arising from or related to the sale of certain
assets of Wind and its affiliates to GECC and its designee.
Wind Trusts means the WD Trust and the WS Trust.
Wind Trusts Assets means the assets subject to the respective
Wind Trusts.
Winterthur means Winterthur International Insurance Company
Ltd.
WPE means White Pine Energy, LLC.
WS Management Agreement means that certain Management
Agreement, dated as of February 27, 2003, between Enron Wind LLC and Wind
Systems Trust.
WS Trust means the grantor trust created pursuant to the WS
Trust Agreement.
WS Trust Agreement means that certain Wind Systems Trust
Agreement, dated as of February 27, 2003, by and among Enron Wind Systems LLC,
Enron Wind Domestic Holding LLC, Enron Wind LLC, EREC and Cloyses Partners LLC,
as Managing Trustee.
WSCC means Western System Coordinating Council.
WWP means The Washington Water Power Company, predecessor to
Avista.
YGC means Yuchengco Group of Companies.
Yosemite I means Yosemite Securities Trust I.
Yosemite Securities means Yosemite Securities Company Ltd.
YPEB means Yacimientos Petroliferos Fiscales Bolivianos.
Zephyrus means Zephyrus Investments L.L.C.
Zond Minnesota means Zond Minnesota Construction Company, LLC,
a Debtor.
Zond Pacific means Zond Pacific, LLC, a Debtor.
ZWHC means ZWHC LLC, a Debtor.
A-75
APPENDIX B: LIST OF DEBTORS, TAX ID NUMBERS, CASE NUMBERS, AND PETITION DATES
APPENDIX B: LIST OF DEBTORS, TAX ID NUMBERS, CASE NUMBERS, AND PETITION DATES
ENTITY TAX / FEDERAL CASE DATE AND TIME PETITION
ID NUMBER NUMBER FILED
1. Enron Metals & Commodity Corp. 13-3910153 01-16033 12/2/01 4:28 am
2. Enron Corp. 47-0255140 01-16034 12/2/01 4:56 am
3. Enron North America Corp. 76-0318139 01-16035 12/2/01 5:07 am
4. Enron Power Marketing, Inc. 76-0413675 01-16036 12/2/01 5:22 am
5. PBOG Corp. 76-0698198 01-16037 12/2/01 5:32 am
6. Smith Street Land Company 76-0348670 01-16038 12/2/01 5:40 am
7. Enron Broadband Services, Inc. 93-1205987 01-16039 12/2/01 5:51 am
8. Enron Energy Services Operations, Inc. 76-0551327 01-16040 12/2/01 6:02 am
9. Enron Energy Marketing Corp. 94-3240290 01-16041 12/2/01 6:14 am
10. Enron Energy Services, Inc. 76-0551325 01-16042 12/2/01 6:23 am
11. Enron Energy Services, LLC 52-2074178 01-16043 12/2/01 6:40 am
12. Enron Transportation Services Company 76-0323922 01-16044 12/2/01 6:50 am
13. BAM Leasing Company (correct legal entity BAM Lease 76-0673771 01-16045 12/2/01 7:03 am
Company)
14. ENA Asset Holdings L.P. 76-0629563 01-16046 12/2/01 7:13 am
15. Enron Gas Liquids, Inc. 76-0193183 01-16048 12/3/01 4:08 am
16. Enron Global Markets LLC 47-0255140(1) 01-16076 12/4/01 11:00 pm
17. Enron Net Works LLC 76-0255140(2) 01-16078 12/4/01 11:21 pm
18. Enron Industrial Markets LLC 76-0255140(3) 01-16080 12/4/01 11:33 pm
19. Operational Energy Corp. 95-4168461 01-16109 12/6/01 11:19 pm
20. Enron Engineering & Construction Company 76-0172740 01-16110 12/6/01 11:26 pm
21. Enron Engineering & Operational Services Company 52-2328736 01-16111 12/6/01 11:32 pm
22. Garden State Paper Company, LLC 76-0684706(4) 01-16280 12/17/01 4:08 pm
---------------
(1) Enron Corp.'s ID - treated as a division of its single member owner
for FIT purposes
(2) Enron Corp.'s ID - treated as a division of its single member owner
for FIT purposes
(3) Enron Corp.'s ID - treated as a division of its single member owner
for FIT purposes
(4) Sundance Industrial Partners, L.P.'s ID - Treated as a division of
its single member owner for FIT purposes
B-1
ENTITY TAX / FEDERAL CASE DATE AND TIME PETITION
ID NUMBER NUMBER FILED
23. Palm Beach Development Company, L.L.C. 76-0318139(5) 01-16319 12/18/01 7:18 pm
24. Tenant Services, Inc. 52-2205414 01-16428 12/20/01 11:43 pm
25. Enron Energy Information Solutions, Inc. 25-1642266 01-16429 12/21/01 12:19 am
26. EESO Merchant Investments, Inc. 52-2310215 01-16430 12/21/01 12:50 am
27. Enron Federal Solutions, Inc. 76-0571895 01-16431 12/21/01 1:04 am
28. Enron Freight Markets Corp. 36-4308789 01-16467 12/21/01 11:13 pm
29. Enron Broadband Services, L.P. 93-1311605 01-16483 12/24/01 2:16 pm
30. Enron Energy Services North America, Inc. 94-2331224 02-10007 01/02/02 6.45 pm
31. Enron LNG Marketing LLC 51-0406201(6) 02-10038 01/04/02 6:36 pm
32. Calypso Pipeline, LLC 76--0486649(7) 02-10059 01/07/02 9:07 pm
33. Enron Global LNG LLC 76--0486649(8) 02-10060 01/07/02 9:09 pm
34. Enron International Fuel Management Company 76-0616051 02-10061 01/07/02 9:16 pm
35. Enron Natural Gas Marketing Corp. 76-0481290 02-10132 01/11/02 9:31 pm
36. ENA Upstream Company LLC 76-0318139(9) 02-10232 01/17/02 4:28 pm
37. Enron Liquid Fuels, Inc. 76-0387023 02-10252 01/18/02 7:30 pm
38. Enron LNG Shipping Company none(10) 02-10346 01/24/02 8:52 pm
39. Enron Property & Services Corp. 76-0487744 02-10464 02/01/02 2:34 pm
40. Enron Capital & Trade Resources International Corp. 76-0482792 02-10613 02/11/02 7:34 pm
41. Enron Communications Leasing Corp. 76-0611232 02-10632 02/12/02 5:31 pm
42. Enron Wind Corp. 77-0085374 02-10743 02/20/02 7:32 am
43. Enron Wind Systems, Inc. 95-3595766 02-10747 02/20/02 8:08 am
44. Enron Wind Energy Systems Corp. 77-0086291 02-10748 02/20/02 8:40 am
45. Enron Wind Maintenance Corp. 77-0397106 02-10751 02/20/02 9:21 am
46. Enron Wind Constructors Corp. 77-0102514 02-10755 02/20/02 9:54 am
47. EREC Subsidiary I, LLC (Enron Wind Systems, LLC as 76-0514761(11) 02-10757 02/20/02 11:11 am
of 4/19/02)
48. EREC Subsidiary II, LLC (Enron Wind Constructors LLC 76-0514761(11) 02-10760 02/20/02 12:21 pm
as of 4/19/02)
49. EREC Subsidiary III, LLC (Enron Wind Energy Systems 76-0514761(11) 02-10761 02/20/02 1:26 pm
LLC as of 4/19/02)
50. EREC Subsidiary IV, LLC (Enron Wind Maintenance LLC 76-0514761(11) 02-10764 02/20/02 2:00 pm
as of 4/19/02)
---------------
(5) ENA's I.D. - treated as a division for FIT purposes
(6) Treated as a partnership for tax purposes
(7) same as parent Atlantic Commercial Finance Inc
(8) same as parent Atlantic Commercial Finance Inc
(9) ENA's ID - treated as a division for FIT purposes
(10) This entity is a Cayman Islands company, and
therefor, has no tax ID.
(11) EREC's ID-treated as a division of its single member owner for FIT
purposes.
B-2
ENTITY TAX / FEDERAL CASE DATE AND TIME PETITION
ID NUMBER NUMBER FILED
51. EREC Subsidiary V, LLC (Enron Wind LLC as of 4/19/02) 76-0514761(11) 02-10766 02/20/02 2:38 pm
52. Intratex Gas Company 74-1652491 02-10939 03/01/02 5:02 pm
53. Enron Processing Properties, Inc. 76-0531858 02-11123 03/12/02 6:08 pm
54. Enron Methanol Company 76-0266729 02-11239 03/18/02 4:18 pm
55. Enron Ventures Corp. 76-0525820 02-11242 03/18/02 4:47 pm
56. Enron Mauritius Company none(12) 02-11267 03/19/02 6:00 pm
57. Enron India Holdings Ltd. none(13) 02-11268 03/19/02 6:18 pm
58. Offshore Power Production C.V. none(14) 02-11272 03/20/02 12:00 pm
59. The New Energy Trading Company 76-0696361 02-11824 04/16/02 8:19 pm
60. EES Service Holdings, Inc. 52-2343627 02-11884 04/18/02 5:54 pm
61. Enron Wind Development LLC 76-0514751(11) 02-12104 05/01/02 7:15 pm
62. ZWHC LLC 76-0514751(11) 02-12105 05/01/02 7:47 pm
63. Zond Pacific, LLC 76-0514751(11) 02-12106 05/01/02 8:25 pm
64. Enron Reserve Acquisition Corp. 76-0323755 02-12347 05/16/02 6:01 pm
65. National Energy Production Corporation (EPC Estate 76-0540797 02-12398 05/20/02 1:35 pm
Services, Inc. as of 9/18/02)
66. Enron Power & Industrial Construction Company 52-2267528 02-12400 05/20/02 1:49 pm
67. NEPCO Power Procurement Company 52-2310299 02-12402 05/20/02 2:00 pm
68. NEPCO Services International, Inc. 52-2084929 02-12403 05/20/02 2:11 pm
69. San Juan Gas Company, Inc. 76-0318139(15) 02-12902 06/12/02 0:58 am
70. EBF LLC 76-0683335(16) 02-13702 07/31/02 5:50 pm
71. Zond Minnesota Construction Company LLC 52-2061866 02-13723 08/01/02 6:09 pm
72. Enron Fuels International, Inc. 76-0400036 02-14046 08/19/02 6:44 pm
73. E Power Holdings Corp. 52-2209612 02-14632 09/20/02 7:37 pm
74. EFS Construction Management Services, Inc. 52-2329005 02-14885 10/02/02 2:34 pm
75. Enron Management, Inc. 76-0388554 02-14977 10/07/02 6:33 pm
76. Enron Expat Services, Inc. 76-0324317 02-15716 11/14/02 4:41 pm
77. Artemis Associates, LLC 76-0567413 02-16441 12/23/02 6:05 pm
78. Clinton Energy Management Services, Inc. 31-1162118 02-16492 12/26/02 2:46 pm
---------------
(12) This entity is a Mauritius company, and therefor, has no tax ID.
(13) This entity is a Cayman Islands company, and therefor, has no tax
ID.
(14) This entity is a Netherlands partnership, and therefor, has no
tax ID
(15) Puerto Rico Tax ID number
(16) ENA's I.D. - treated as a division for FIT purposes.
B-3
ENTITY TAX / FEDERAL CASE DATE AND TIME PETITION
ID NUMBER NUMBER FILED
79. LINGTEC Constructors L.P. 98-0203303 03-10106 01/09/03 3:27 pm
80. EGS New Ventures Corp. 76-0397088 03-10673 02/05/03 1:58 pm
81. Louisiana Gas Marketing Company 73-1099802 03-10676 02/05/03 2:57 pm
82. Louisiana Resources Company 73-0966930 03-10678 02/05/03 3:46 pm
83. LGMI, Inc. 73-1422277 03-10681 02/05/03 4:28 pm
84. LRCI, Inc. 73-1422279 03-10682 02/05/03 5:09 pm
85. Enron Communications Group, Inc. 91-1799114 03-11364 03/10/03 4:15 pm
86. EnRock Management, LLC 91-1952830 03-11369 03/10/03 5:25 pm
87. ECI-Texas, L.P. 91-1952832 03-11371 03/10/03 6:03 pm
88. EnRock, L.P. 91-1952833 03-11373 03/10/03 6:41 pm
89. ECI-Nevada Corp. 93-1262453 03-11374 03/10/03 7:05 pm
90. Enron Alligator Alley Pipeline Company 76-0651700 03-12088 04/04/03 3:51 pm
91. Enron Wind Storm Lake I LLC 76-0514751(11) 03-13151 05/16/03 4:17 pm
92. ECT Merchant Investments Corp. 76-0599617 03-13154 05/16/03 4:41 pm
93. EnronOnline, LLC 76-0255140(3) 03-13155 05/16/03 5:02 pm
94. St. Charles Development Company, L.L.C. 76-0318139(16) 03-13156 05/16/03 5:20 pm
95. Calcasieu Development Company, L.L.C. 76-0318139(16) 03-13157 05/16/03 5:35 pm
96. Calvert City Power I, L.L.C. 76-0318139(16) 03-13158 05/16/03 6:17 pm
97. Enron ACS, Inc. 76-0158608 03-13159 05/16/03 6:42 pm
98. LOA, Inc. 76-0158609 03-13160 05/16/03 7:01 pm
99. Enron India LLC none 03-13234 05/19/03 7:40 pm
100. Enron International Inc. 76-486649(17) 03-13235 05/19/03 8:03 pm
101. Enron International Holdings Corp. 76-0395191 03-13236 05/19/03 8:12 pm
102. Enron Middle East LLC 76-0486649(17) 03-13237 05/19/03 8:31 pm
103. Enron WarpSpeed Services, Inc. 68-0378827 03-13238 05/19/03 8:43 pm
104. Modulus Technologies, Inc. 76-0376050 03-13239 05/19/03 8:53 pm
105. Enron Telecommunications, Inc. 93-1287862 03-13240 05/19/03 9:05 pm
106. DataSystems Group, Inc. 76-0308086 03-13241 05/19/03 9:20 pm
107. Risk Management & Trading Corp. 76-0539176 03-13259 05/20/03 12:57 pm
108. Omicron Enterprises, Inc. 76-0567108 03-13446 05/29/03 3:49 pm
109. EFS I, Inc. 25-1754253 03-13447 05/29/03 4:10 pm
110. EFS II, Inc. 23-2116617 03-13451 05/29/03 4:42 pm
111. EFS III, Inc. 22-3095720 03-13453 05/29/03 5:00 pm
112. EFS V, Inc. 51-0363392 03-13454 05/29/03 5:19 pm
113. EFS VI, Inc. 22-3310495 03-13457 05/29/03 5:39 pm
114. EFS VII, Inc. 51-0363386 03-13459 05/29/03 5:55 pm
115. EFS IX, Inc. 51-0363385 03-13460 05/29/03 6:41 pm
116. EFS X, Inc. 54-1692585 03-13461 05/29/03 6:59 pm
117. EFS XI, Inc. 54-1579059 03-13462 05/29/03 7:31 pm
118. EFS XII, Inc. 54-1868064 03-13463 05/29/03 7:47 pm
---------------
(17) ACFI's ID - treated as a division of its single member owner for
FIT purposes.
B-4
ENTITY TAX / FEDERAL CASE DATE AND TIME PETITION
ID NUMBER NUMBER FILED
119. EFS XV, Inc. 25-1644666 03-13465 05/29/03 8:00 pm
120. EFS XVII, Inc. 51-0363387 03-13467 05/29/03 8:17 pm
121. Jovinole Associates 25-1478670 03-13468 05/29/03 8:47 pm
122. EFS Holdings, Inc. 25-1541640 03-13469 05/29/03 8:56 pm
123. Enron Operations Services Corp. 76-0402581 03-13489 05/30/03 1:17 pm
124. Green Power Partners I LLC 76-0514751(11) 03-13500 05/30/03 3:12 pm
125. TLS Investors, L.L.C. 76-0599617(18) 03-13502 05/30/03 3:39 pm
126. ECT Securities Limited Partnership 76-0577980 03-13644 06/05/03 6:52 pm
127. ECT Securities LP Corp. 84-1470756 03-13647 06/05/03 7:05 pm
128. ECT Securities GP Corp. 76-0577979 03-13649 06/05/03 7:21 pm
129. KUCC Cleburne, LLC 76-0318139(16) 03-13862 06/13/03 4:51 pm
130. Enron International Asset Management Corp. 76-0515860 03-13877 06/13/03 8:00 pm
131. Enron Brazil Power Holdings XI Ltd. 98-0214759 03-13878 06/13/03 8:22 pm
132. Enron Holding Company L.L.C. 76-0456367 03-13879 06/13/03 8:32 pm
133. Enron Development Management Ltd. none 03-13880 06/13/03 8:44 pm
134. Enron International Korea Holdings Corp. 76-0602854 03-13881 06/13/03 8:54 pm
135. Enron Caribe VI Holdings Ltd. 98-0197192 03-13882 06/13/03 9:42 pm
136. Enron International Asia Corp. 76-0493058 03-13883 06/13/03 9:52 pm
137. Enron Brazil Power Investments XI Ltd. 98-0214761 03-13884 06/13/03 10:04 pm
138. Paulista Electrical Distribution, L.L.C. 52-2158993 03-13885 06/13/03 10:14 pm
139. Enron Pipeline Construction Services Company 47-0624174 03-13915 06/16/03 4:48 pm
140. Enron Pipeline Services Company 76-0656639 03-13918 06/16/03 5:07 pm
141. Enron Trailblazer Pipeline Company 47-0624170 03-13919 06/16/03 5:22 pm
142. Enron Liquid Services Corp. 76-0474342 03-13920 06/16/03 5:34 pm
143. Enron Machine and Mechanical Services, Inc. 76-0588663 03-13926 06/16/03 5:49 pm
144. Enron Commercial Finance Ltd. none 03-13930 06/16/03 6:11 pm
145. Enron Permian Gathering Inc. 76-0449256 03-13949 06/17/03 3:10 pm
146. Transwestern Gathering Company 76-0452510 03-13950 06/17/03 3:25 pm
147. Enron Gathering Company 76-0452510 03-13952 06/17/03 3:39 pm
148. EGP Fuels Company 76-0387024 03-13953 06/17/03 3:56 pm
149. Enron Asset Management Resources, Inc. 76-0659667 03-13957 06/17/03 4:18 pm
150. Enron Brazil Power Holdings I Ltd. 98-0171153 3-14053 06/20/03 3:57 pm
151. Enron do Brazil Holdings Ltd. 98-0202613 03-14054 06/20/03 4:12 pm
152. Enron Wind Storm Lake II LLC 77-0397105 03-14065 06/20/03 6:45 pm
153. Enron Renewable Energy Corp. 76-0514751 03-14067 06/20/03 7:00 pm
154. Enron Acquisition III Corp. 76-0545239 03-14068 06/20/03 7:14 pm
155. Enron Wind Lake Benton LLC 95-4654975 03-14069 06/20/03 7:29 pm
---------------
(18) ECTMI's ID - treated as a division for FIT purposes.
B-5
ENTITY TAX / FEDERAL CASE DATE AND TIME PETITION
ID NUMBER NUMBER FILED
156. Superior Construction Company 52-2086470 03-14070 06/20/03 7:41 pm
157. EFS IV, Inc. 22-3091119 03-14126 06/20/03 4:57 pm
158. EFS VIII, Inc. 25-1013720 03-14130 06/23/03 5:29 pm
159. EFS XIII, Inc. 59-0711627 03-14131 06/23/03 6:14 pm
160. Enron Credit Inc. 51-0407930 03-14175 06/25/03 7:38 pm
161. Enron Power Corp. 76-0275808 03-14176 06/25/03 7:58 pm
162. Richmond Power Enterprise, L.P. 76-0545245 03-14177 06/25/03 8:06 pm
163. ECT Strategic Value Corp. 47-0681394 03-14178 06/25/03 8:18 pm
164. Enron Development Funding Ltd. none 03-14185 06/26/03 1:42 pm
165. Atlantic Commercial Finance Inc. 76-0486649 03-14223 06/27/03 7:08 pm
166. The Protane Corporation 34-0791662 03-14224 06/27/03 7:20 pm
167. Enron Asia Pacific / Africa / China LLC none 03-14225 06/27/03 7:33 pm
168. Enron Development Corp. 76-0366259 03-14226 06/27/03 7:44 pm
169. ET Power 3 LLC none 03-14227 06/27/03 7:55 pm
170. Nowa Sarzyna Holding B.V. 98-0218799 03-14228 06/27/03 8:11 pm
171. Enron South America LLC none 03-14229 06/27/03 8:21 pm
172. Enron Global Power & Pipelines LLC 76-0456366 03-14230 06/27/03 8:32 pm
173. Portland General Holdings, Inc. 93-0925597 03-14231 06/27/03 8:45 pm
174. Portland Transition Company, Inc. 91-1824218 03-14232 06/27/03 9:12 pm
175. Cabazon Power Partners LLC 77-0529370 03-14539 07/17/03 5:44 pm
176. Cabazon Holdings LLC none 03-14540 07/17/03 6:19 pm
177. Enron Caribbean Basin LLC 82-0561983 03-14862 07/31/03 3:25 pm
178. Victory Garden Power Partners I LLC 52-2235734 03-14871 07/31/03 6:00 pm
179. Oswego Cogen Company, LLC none 03-16566 10/20/03 6:58 pm
180. Enron Equipment Procurement Company 76-0452511 03-16882 10/31/03 10:56 am
</Table>
B-6
APPENDIX C: ESTIMATED ASSETS, CLAIMS AND DISTRIBUTIONS
APPENDIX C: ESTIMATED ASSETS, CLAIMS AND DISTRIBUTIONS
A. INTRODUCTION
The schedules set forth below reflect the estimated assets and
claims of each of the Debtors, as well as the estimated Creditor recoveries
under the Plan. Among other things, this information is provided to facilitate
parties in interest in their analysis and understanding of (i) the Debtors'
estates, (ii) the global compromise incorporated into the Plan, and (iii) the
distributions proposed to be made pursuant to the Plan. The estimates and the
underlying projections and assumptions are highly speculative and based upon
information available at the time that this analysis was prepared. ACTUAL
RESULTS MAY VARY MATERIALLY FROM THOSE REFLECTED HEREIN. Further, the summary
information reflected herein is qualified in its entirety by reference to the
full text of the Plan and Disclosure Statement.
More specifically, the schedules were derived from the
Blackstone Model, which is a complex and customized software program utilized to
synthesize estimates and projections regarding assets and liabilities, as well
as to calculate Creditor recoveries under the Plan depending upon numerous
variables and assumptions. The Blackstone Model was used to generate the
schedules and to summarize therein, on a Debtor-by-Debtor basis, the estimated
value of assets held by each Debtor, estimated Allowed Claims asserted against
each Debtor, and the estimated Creditor recoveries under the Plan. Refer to
Section I.D., "Assets, Claims and Distributions" for additional information on
the Blackstone Model.
In addition, the Enron Board appointed a Disclosure Statement
committee whose responsibilities included internal due diligence of the
Disclosure Statement including Appendix C. The disclosure statement committee
appointed a due diligence team from the ENE accounting and control organization.
The diligence team confirmed data inputs to the Blackstone model, including
asset values, claims, and operating and administrative costs, and that the
subsequent data outputs are correctly disclosed in this Disclosure Statement.
B. VARIANCE
The Debtors have prepared the projections incorporated into
the schedules based on certain assumptions that they believe are reasonable
under the circumstances. These assumptions are described below. The projections
have not been compiled or examined by independent accountants. The Debtors make
no representations regarding the accuracy of the projections or any ability to
achieve forecasted results. Many of the assumptions underlying the projections
are subject to significant uncertainties. Inevitably, some assumptions will not
materialize, and unanticipated events and circumstances may affect the ultimate
financial results. THEREFORE, THE ACTUAL RESULTS ACHIEVED WILL VARY FROM THE
FORECASTS, AND THE VARIATIONS MAY BE MATERIAL. In evaluating the Plan, Creditors
are urged to examine carefully all of the assumptions underlying the financial
projections.
C-1
If the estimated value of assets (including, but not limited
to, estimates of available Creditor Cash, recoveries on the Remaining Assets,
and the valuation of the stock in PGE, CrossCountry and Prisma to be distributed
to Creditors) set forth herein ultimately vary significantly from actual
results, then actual Creditor recoveries will vary significantly as well.
Similarly, as the estimated value of assets are forward-looking statements based
upon information available to the Debtors, the actual results may vary
significantly. Refer to Section XIV.C., "Variance from Valuations, Estimates and
Projections" for additional information.
a. REMAINING ASSETS. With respect to the Remaining Assets, the
estimated recoveries, valuations and projections are based, in part, on
estimated proceeds generated by a sale or other disposition of substantially all
of these assets. Many of these assets have been on the market or the subject of
inquiries since the Initial Petition Date, but have not been sold for a variety
of reasons, including, but not limited to, (i) poor market conditions, and (ii)
the need to resolve complex ownership issues, pending litigation or government
investigations, tax issues, and consent issues. In some cases, the Reorganized
Debtors will be attempting to sell non-controlling financial interests for which
a limited market exists. Due to the inherent uncertainties associated with
selling these assets as a result of the issues identified above, there can be no
assurance that these assets will be sold at presently estimated prices or at
presently estimated times, if at all. Similarly, the recoveries of the Debtors
(or the Reorganized Debtors, as the case may be) against counterparties on
trading contracts are dependent on the creditworthiness and ability to pay of
the counterparties.
b. CREDITOR CASH. The inability to sell or otherwise convert
the Remaining Assets to cash may materially impact, among other things, the
value of the Plan Currency. As a result of the foregoing, the Creditor Cash
available for distribution as a result of liquidation of the Remaining Assets
may be impacted.
c. OPERATING ENTITIES GENERALLY. Estimates of value do not
purport to be appraisals nor do they necessarily reflect the values that may be
realized if assets are sold. The estimates of value represent hypothetical
equity values assuming the implementation of each of the Operating Entities'
business plans, as well as other significant assumptions. Such estimates were
developed solely for purposes of formulating and negotiating the Plan and
analyzing the projected recoveries thereunder. Any estimated equity value is
highly dependent upon achieving the future financial results set forth in the
projections for each of the Operating Entities, as well as the realization of
certain other assumptions that are not guaranteed.
The valuations of each of the Operating Entities set forth
herein represent estimated values and do not necessarily reflect values that
could be attainable in public or private markets for the Operating Entities or
their constituent assets. The equity value ascribed in the analysis does not
purport to be an estimate of the market value of stock to be distributed
pursuant to the Plan. Such trading value, if any, may be materially different
from the equity value associated with the valuation analysis.
C-2
d. PGE. The valuation of PGE set forth herein assumes that the
current regulatory environment remains unchanged. However, PGE operates in a
heavily regulated industry. Changes to the current regulatory environment may
have a material adverse impact on PGE's actual results. Refer to Section XIV.,
"Risk Factors and Other Factors to be Considered," as well as Section VIII.,
"Portland General Electric Company," for further discussion on these and other
risks attendant with PGE and the electric utility industry.
e. CROSSCOUNTRY. The valuation of CrossCountry set forth
herein assumes certain levels of rates for the transportation of natural gas as
set by FERC. Such rates are highly regulated and subject to periodic changes.
There is no guarantee that the current rate levels will not change materially in
the future or will provide adequate reimbursement for the services provided by
CrossCountry and its subsidiaries. Any such changes are entirely beyond
CrossCountry's control and may have a material adverse impact on actual results.
Further, CrossCountry operates in a heavily regulated industry. In the ordinary
course of its business, CrossCountry is subject regularly to inquiries,
investigations and audits by federal and state agencies that oversee various
natural gas pipeline regulations. Changes to the current regulatory environment
may have a material adverse impact on CrossCountry's actual results. Refer to
Section XIV., "Risk Factors and Other Factors to be Considered," as well as
Section IX., "Cross Country Energy Corp.," for further discussion on these and
other risks attendant with CrossCountry and the natural gas pipeline industry.
f. PRISMA. The valuation of Prisma set forth herein assumes
certain levels of tariffs or rates of return for the constituent assets. Such
rates are highly regulated, subject to periodic changes, and in certain
circumstances are the outcome of political processes in the subject
jurisdictions. There is no guarantee that the current rate levels will not
change materially in the future or will provide adequate reimbursement for the
services provided by Prisma and its subsidiaries. Any such changes are entirely
beyond Prisma's control and may have a material adverse impact on actual
results. Further, as Prisma operates primarily in foreign jurisdictions, such
political processes often lead to greater volatility in regulatory outcomes than
might occur in the United States. Additionally, operations in the emerging
markets are generally subject to greater risk of global economic slowdown,
political uncertainty, currency devaluation, exchange controls and the ability
to enforce and defend legal and contractual rights than are domestic companies.
Such risk factors may also have a material adverse impact on Prisma's actual
results. Refer to Section XIV., "Risk Factors and Other Factors to be
Considered," as well as Section X., "Prisma Energy International Inc.," for
further discussion on these and other risks attendant with Prisma and the
industries in which it is involved.
C. ASSUMPTIONS.
The following are the significant assumptions and limiting
conditions utilized in preparation of the estimates:
C-3
1. Under the global compromise embodied in the Plan, except with
respect to the Portland Debtors and as modified with respect
to guaranty claims, subject to the satisfaction of certain
conditions contained in the Plan regarding acceptance of the
Plan, distributions of Plan Currency are calculated based upon
70% of the recovery that Allowed General Unsecured Claims
would receive on a separate Debtor-by-Debtor basis (i.e., on a
stand-alone basis) and 30% of the recovery Allowed General
Unsecured Claims would receive if all of the Debtors, other
than the Portland Debtors, were substantively consolidated
(i.e., on a substantive consolidation basis). Assuming the
holders of allowed claims in a class of guaranty claims
affirmatively vote on the Plan such that the class would be
deemed to accept the Plan in accordance with section 1126 of
the Bankruptcy Code, for purposes of the 30% or substantive
consolidation scenario, claims against Debtors for guaranties
of the liabilities of other Debtors are calculated assuming
that 50% of each guaranty Claim were allowed. The Portland
Debtors are excluded from the 30/70 compromise incorporated
into the Plan and, thus, neither their assets nor their claims
are included in the calculation of claims using the 30/70
formula. Refer to Section I.B.2., "Global Compromise Embodied
in the Plan," for additional information regarding the global
compromise.
2. Under the global compromise, except with respect to the
Portland Debtors, Debtors holding Allowed Intercompany Claims
(i.e., accounts and notes owed by one Debtor to another
Debtor) will receive 70% of the distribution such Debtor would
receive if the Debtors were not substantively consolidated. As
the 30% scenario is based on the hypothetical substantive
consolidation of all Debtors, no distribution is made on
Intercompany Claims, other than with respect to the Portland
Debtors, under this scenario. All other potential inter-Debtor
remedies, such as the potential disallowance, subordination,
or re-characterization of Intercompany Claims, and certain
affirmative claims or causes of action against any other
Debtor, will be waived. These waivers were negotiated as an
integral part of the global compromise in order to ensure that
the efficient resolution of these Chapter 11 Cases would not
be jeopardized by ongoing inter-estate disputes. These waivers
will not affect, however, the Debtors' ability to pursue third
parties (including non-Debtor affiliates) on any claims,
causes of action, or challenges available to any of the
Debtors in the absence of substantive consolidation. Refer to
Section I.B.2.c., "Intercompany Claims," for additional
information regarding the global compromise as it relates to
intercompany claims.
3. As noted above, the Plan embodies a compromise establishing a
30/70 weighted average reflecting the likelihood of
substantive consolidation. For illustrative purposes and to
facilitate parties in interest in their analysis and
understanding of the Debtors' estates and the global
compromise, the schedules set forth below reflect assets,
claims and value allocations calculated assuming various
substantive consolidation scenarios.
C-4
Specifically, Appendix C-I details the assets, claims and
value allocations for each of the 180 Debtors on a stand-alone
basis if there were no substantive consolidation. Appendix
C-II reflects the assets, claims and value allocations if all
of the Debtors (other than the Portland Debtors) were 100%
substantively consolidated, all classes of guaranty claims
accept the Plan in accordance with section 1126 of the
Bankruptcy Code, and the compromise regarding guaranty claims
were recognized. Appendix C-III shows 100% substantive
consolidation of all of the Debtors (other than the Portland
Debtors) assuming that no class of guaranty claims votes to
accept the Plan and all classes of guaranty claims are deemed
to reject the Plan in accordance with section 1126 of the
Bankruptcy Code and the compromise on guaranty claims is not
recognized.
4. Third-party recoveries under the Plan's 30/70 global
compromise can be calculated by multiplying the distributions
in Appendix C-I by 70% and adding to such amount the
distributions in Schedule C-II multiplied by 30%.
5. Appendix C-I includes a chart at the top of each schedule
comparing the estimated recovery percentages under the Plan
for general unsecured claims and guaranty claims to both (a)
the estimated recovery percentages in the event the Debtors
(excluding the Portland Debtors) are substantively
consolidated, all classes of guaranty claims accept the Plan
in accordance with section 1126 of the Bankruptcy Code, and
the compromise regarding guaranty claims is recognized and (b)
the estimated recovery percentages in the event that none of
the Debtors is substantively consolidated.
6. In the Modified Substantive Consolidation Scenario, the
consolidated Debtors have a number of payables to non-Debtor
affiliates. In Appendix C-II these amounts are reflected on
the line captioned "Intercompany Payables Pre-Petition." In
many such instances, some or all of the value that the
consolidated Debtors distribute will return to the
consolidated estate through intercompany equity or debt
interests. As a result, the amounts reflected as "Debtors'
Assets" and "Claims Against and Equity in Debtors" in Appendix
C-II are "grossed up" by the distribution and recovery of such
amounts. Such amounts reflect the redistribution of value
throughout the Debtors' capital structure, but are not new
value available for third party creditors.
7. On each of the schedules, the column for "Face" represents the
full face amount of claims against the Debtor, including
intercompany claims. Refer to Appendix N for more information
regarding intercompany value flow analysis in the stand-alone
scenario.
C-5
8. On Appendix C-I, the column for "Stand-Alone Value" represents
the amount the Debtor would pay on those claims if there were
no substantive consolidation.
9. On Appendix C-II, the column for "Mod. SubCon Value"
represents the amount Debtors would pay on those claims if all
Debtors (excluding the Portland Debtors) were substantively
consolidated, all classes of guaranty claims accept the Plan
in accordance with section 1126 of the Bankruptcy Code, and
the compromise regarding guaranty claims were recognized.
10. On Appendix C-III, the column for "Appendix C-III Value"
represents the amount Debtors would pay on those claims if all
Debtors (excluding the Portland Debtors) were substantively
consolidated, no class of guaranty claims voted to accept the
Plan and all classes of guaranty claims were deemed to reject
the Plan in accordance with section 1126 of the Bankruptcy
Code, and the compromise regarding guaranty claims were not
recognized.
11. On Appendix C-I, all intercompany claims are reflected at the
full estimated amount and are assumed to be pari passu with
third party general unsecured claims except where otherwise
specified by applicable transaction documents.
12. On Appendices C-II and C-III, where intercompany claims
existed between substantively consolidated Debtors, such
claims were assumed to be eliminated as a result of the
substantive consolidation. Further, in Appendices C-II and
C-III, where there existed both prepetition receivables and
prepetition payables between a single non-substantively
consolidated affiliate and two or more consolidated Debtors,
such receivables and payables are presented on a net basis
with the consolidated Debtors as a whole.
13. On Appendix C-I, it is assumed that Allowed Guaranty Claims
are treated pari passu with other third party general
unsecured claims of Enron Corp.
14. On Appendix C-II, it is assumed that each class has voted to
accept the Plan and thus is entitled to payment under the
global compromise of 50% of each Allowed Guaranty Claim.
15. An additional feature of the global compromise is the waiver
and release of intercompany causes of action between Debtors.
Accordingly, Appendices C-II and C-III do not reflect these
causes of actions (if any) held by one Debtor against one or
more of the other Debtors.
16. The stand-alone figures on Appendix C-I reflect the settlement
of issues regarding the ownership of certain assets by ENE and
ENA.
C-6
17. Estimated recoveries are set forth below for different
classifications and types of claims. As noted elsewhere, the
estimated assets do not include any recovery on pending or
anticipated litigation. Consistent with this approach, the
amounts reflected assume the right of setoff for prepetition
mutual debts between counterparties or intercompany accounts.
In cases where master netting agreements existed addressing
setoff rights, the amounts reflect the impact of those
agreements. This is done for presentation purposes only. The
Debtors reserve all rights to challenge the enforceability and
effectiveness of such agreements. If Debtors are successful in
any litigation challenging such agreements, this could have a
material impact on actual amounts recovered. To the extent
that an individual Creditor is entitled to satisfy all or a
portion of such Creditors' Claim through any additional
setoff, offset or recoupment approved by the Court, such
Creditor's recovery may be higher than reflected herein.
18. Except with respect to the Portland Debtors, the Plan General
Unsecured Recovery Percentage set forth in Appendices C-I
through C-III is the weighted average of recoveries based on
the global compromise (i.e., 70% of the unsecured recovery
percentage calculated for each Debtor on a stand-alone basis
and 30% of the unsecured recovery percentage calculated on a
basis of the Debtors being substantively consolidated). In the
stand-alone scenario in Appendix C-I, Estimated Administrative
Costs were calculated by charging the administratively solvent
Debtors for the unfunded overhead and professional fees
otherwise allocable to the administratively insolvent Debtors.
19. In conjunction with formulating the Plan, Blackstone and the
Debtors derived the valuations set forth in the Disclosure
Statement for PGE, CrossCountry and Prisma. There can be no
assurance that the stock of CrossCountry or Prisma will trade
at the value estimated or that the stock of PGE will sell for
(if sold) or trade at (if distributed) the values reflected.
However, distributions will be calculated and made under the
Plan as though the values assigned herein are the actual
values of the underlying assets. Refer to Section VIII.B.,
"Historical Financials, Projections and Valuation," Section
IX.C., "Historical Financials, Projections and Valuation,"
Section X., "Prisma Energy International Inc.," and Section
XIV., "Risk Factors and Other Factors to be Considered" for
additional information regarding the valuations.
20. The value of other assets, excluding receivables from Debtor
and non-Debtor affiliates and investments in subsidiaries, is
based upon a combination of (a) offers received from third
parties and (b) internal valuations. Internal valuations are
based upon discounted cash flow and comparable company
analyses and utilize operating projections developed by the
Debtors, their Affiliates, and their advisors. These internal
valuations have been compared against offers received from
third parties, if available. Discount rates and other
assumptions pertaining to the
C-7
valuation methodologies were developed by the Debtors, their
Affiliates, and their advisors. Assets are included as such
for particular Debtors based solely on the books and records
of the Debtors and their Affiliates, unless otherwise modified
by order of the Bankruptcy Court or the Plan. Certain assets
reflected on the books and records of Debtors and their
Affiliates are subject to significant uncertainty and,
potentially, litigation, and recoveries may change
dramatically depending on the resolution of such issues.
Actual distributions under the Plan will be made based upon
the values actually realized from the liquidation of assets
owned by the applicable Debtor and not the values currently
reflected herein.
21. For purposes of Appendix C, "Directly Held Trading Book
Assets" were estimated using book values that are based upon
accounts receivable and accounts payable records for
liquidated positions. Book value also includes, if applicable,
contract termination values relating to forward
("mark-to-market") positions. These book values have been
adjusted for various recovery risks, when applicable. The
potential recovery risks include, but are not limited to,
asserted setoffs, counterparty credit risk,
litigation/documentation risk, and historical collection
experience.
22. Intercompany account balances are derived from the Debtors'
Schedules of Assets and Liabilities and the books and records
of the Debtors and their affiliates, as both may be updated or
amended from time to time. Additionally, the results are based
on certain assumptions associated with the Tax Sharing
Agreement, based upon the present status of negotiations with
the IRS in respect of its tax claim. Should such assumptions
change, there may be an impact to certain Debtors, but the
Debtors do not believe such changes will be material. The
Debtors and their non-Debtor affiliates continue to review
these balances and the amounts reflected in these schedules
are subject to change.
23. Amounts realized from intercompany receivables are estimated
by the Blackstone Model and are based upon the estimated
assets, liabilities and claims of the obligated affiliate.
24. In connection with determination of Creditor recoveries under
the Plan, accounts receivable and accounts payable balances
between the Enron Companies were first segregated into
prepetition balances. For intercompany balances between two
Debtors, the Petition Date of the Debtor with the payable was
used to determine the prepetition or postpetition nature of
the debt. Additionally, certain adjustments to the prepetition
balances were made for taxes for tax years 2000 and 2001. The
postpetition intercompany activity does not include amounts
related to taxes. Intercompany account balances also do not
reflect any estimates of potential rejection damage claims for
non-trading contracts that may result if a Debtor rejects an
executory contract or unexpired lease with another Debtor or
Enron Company. The adjusted prepetition balances were then
C-8
compared to amounts originally filed in each Debtor's
Schedules. Any changes were analyzed to ensure the accuracy of
the changes. The postpetition activity was reviewed for
reasonableness and detailed reconciliations were performed on
key balances.
25. The value of investments in subsidiaries is estimated based
upon the estimated values of the assets and liabilities of
those subsidiaries and the Debtors' corresponding ownership
records.
26. The value of assets excludes any value that may be realized
from the Litigation Trust, the Special Litigation Trust or
from any avoidance actions commenced by the Debtors. Any value
that may be realized from these litigation trusts or avoidance
actions may be material, but highly speculative, and thus
predictions regarding these amounts are not included.
27. Administrative Claims include estimated costs and expenses
associated with preserving the Debtors' estates and operating
the Debtors' businesses. In some instances, creditors or other
parties in interest have alleged significant potential
Administrative Expense Claims. Examples include an alleged
Administrative Expense Claim in excess of $100 million
asserted by Citrus Trading against ENA and an alleged
Administrative Expense Claim in the approximate amount of $168
million asserted against BAM by Oaktree Capital Management,
LLC and others on behalf of ENA Asset Holdings. The Debtors
reserve their rights with respect to these alleged Claims
which are not reflected in the estimates included on this
Appendix C. It should be noted that, in connection with
determination of Allowed Administrative Expense Claims, it is
anticipated that the Confirmation Order will establish a
deadline or bar date for creditors and parties in interest to
assert Administrative Expense Claims against one or more of
the Debtors. The Confirmation Order will also establish the
procedures for filing, resolving and reserving for such
Administrative Expense Claims.
28. Administrative Claims also include estimated costs to complete
the bankruptcy process and to liquidate the Debtors' assets.
These costs have been allocated to the Debtors using the
methodology in the Overhead Allocation Formula Order as a
guideline. It is very likely a different methodology will be
utilized after the Confirmation Date, which may change the
allocation of these costs among the Debtors.
29. Claims have been estimated by using a combination of the Enron
Companies' books and records, scheduled claims, filed claims,
and professional judgment. Such estimates are subject to
change and any such changes could have a material effect on
Creditor recoveries.
C-9
30. Amounts shown for Claims reflect the Debtors' best estimates,
including estimates pertaining to unliquidated Claims. These
estimates may be lower than filed Claim amounts in instances
where the Debtors' analysis indicated that the filed Claim
exceeded what is permissible under the applicable documents.
31. Amounts shown for Claims do not make any assumption of
benefits that may inure to the estate from affirmative
litigation recoveries or disallowance of claims.
32. All Claims listed are prepetition claims, except for
Administrative Claims and postpetition Intercompany Payables
noted on the schedules.
33. All trading contracts between or among two or more Debtors or
between or among Debtor and non-Debtor Affiliates (non-Debtors
that are directly or indirectly 100% owned by one or more
Debtors) are assumed to have been rejected and valued at the
Initial Petition Date.
34. Recoveries to third-party unsecured creditors of Wind do not
reflect the amounts they are anticipated to recover from the
funds set aside in accordance with the Wind Reserve Fund
Order.
35. On the schedules below, the line item entitled "SPE
Obligations" represents all known direct potential claims
against Debtors arising out of the Debtors' financing
transactions involving SPEs, as described in the Disclosure
Statement. Refer to Section III.F for additional information
regarding these transactions. This line item includes, but is
not limited to, obligations under total return swaps and share
settlement agreements, but excludes guarantee agreements
entered into by one Debtor for the benefit of creditors of
another Debtor (such amounts are included in the "Guarantee
Obligations" line). The schedules do not assume that Debtors
will succeed in recovering any assets associated with the
SPEs, nor do they assume any settlements that may be
negotiated and approved by the Court in the future. The
Debtors reserve their rights in both of these regards.
However, due to the nature of certain SPE financing
transactions, amounts distributed on "SPE Obligations" may
return to the Debtors through intercompany equity or debt
interests. In these instances the assets liabilities of the
Debtors have been "grossed up" to reflect the distribution and
recovery of such amounts
36. The line item entitled "Guarantee Obligations" includes only
those unsecured claims, other than an intercompany claim,
against a Debtor arising from or relating to an agreement by
such Debtor to guarantee or otherwise satisfy the obligations
of another Debtor. Not included in this line item are
guarantees issued by a Debtor for the benefit of creditors of
a non-Debtor or intercompany guaranties issued by a Debtor to
an affiliate to guaranty the obligations of another affiliate.
With this limitation, the
C-10
line item "Guarantee Obligations" includes all items
denominated "guarantees," including guarantees of total return
swaps, guarantees of share settlement agreements, as well as
guarantees of claims arising under the financing transactions.
37. The line item entitled, "Trading Liabilities" reflects
liabilities resulting from wholesale and retail commodities
contracts.
38. The line item entitled, "Other Liabilities" includes employee
claims, lease-rejection claims, non-lease contract damage
claims, and litigation reserves.
39. The "Subordinated Claims" line item includes those claims
against Debtors that are contractually subordinated. This line
item includes claims subordinated to the benefit of senior
indebtedness (or similar such terms as defined in applicable
transaction documents), but not claims subordinate to all
unsecured claimants and ranking pari passu with common or
preferred equity. Any value shown on this line will ultimately
inure to the beneficiaries of the subordination agreements,
not to the subordinated creditors themselves. The schedules do
not give effect to any subordination under section 510(b) of
the Bankruptcy Code, or to any equitable subordination
litigation under section 510(c) of the Bankruptcy Code that
has already been brought or may be brought in the future by
the Debtors or other creditors. Refer to Appendix Q,
"Subordinated Claims," for additional information on
subordinated claims.
40. For additional information, refer to the Debtors' Schedules of
Assets and Liabilities, which are available at
http://www.enron.com/corp/chapter11/, and to Claims filed
against the Debtors, which are available for viewing at
http://www.bsillc.com. Asset values reflected in the Schedules
are based upon the books of the Debtors and do not reflect the
fair market value of the assets.
41. Amounts of Claims shown on the Debtors' Schedules of Assets
may appear higher than the amounts reflected on Appendix C-I
because the Debtors' Schedules reflect the full face amount of
intercompany claims.
42. The Debtors, as well as their nondebtor affiliates, had
numerous intercompany contracts, including, but not limited
to, trading contracts, operations and maintenance agreements,
and Tax Sharing Agreements. To the extent any of these
contracts are rejected, the rejection or the resulting
rejection damages claim could have a material impact on either
party to the contract. In conjunction with confirmation, the
Debtors intend to file a schedule of stipulated rejection
damages arising from the Debtors' rejection of intercompany
trading contracts and other intercompany contracts, including
contracts between two Debtors or between a Debtor and any
wholly owned affiliate.
C-11
D. SCHEDULES OF ESTIMATED ASSETS, CLAIMS AND DISTRIBUTIONS
C-12
APPENDIX C-I
ARTEMIS ASSOCIATES, L.L.C.
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 17.7%
PLAN GUARANTEE 0.0%
Stand-alone General Unsecured 17.2%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a 0.0
Directly Held Assets to be Liquidated n.a 0.0
Interests in PGE to be Liquidated n.a --
Directly Held Assets Transferred
to CrossCountry n.a --
Directly Held Assets Transferred
to Prisma n.a --
Directly Held Trading Book Assets n.a --
-----------------
Total Directly Held Assets 0.0
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
EFS Holdings, Inc. 892.0 162.7
EFS I, Inc (f/k/a Limbach Facility
Services, Inc.) 0.6 0.4
EFS XII, Inc. (f/k/a MEP Services, Inc.) 1.3 0.1
EFS IV, Inc. (f/k/a Williard, Inc.) 0.1 0.0
Other 14.9 0.0
------------ -----------------
Total 909.0 163.2
Intercompany Receivables from
Non-Debtors
Enron Facility Services, Inc. 94.4 15.3
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 94.4 15.3
Equity / Preferred Equity Interests
in Affiliates
Enron Facility Services, Inc. n.a --
n.a --
n.a --
Other n.a --
n.a --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 178.6
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.3 0.3
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 2.8 2.8
------------ -----------------
Total Administrative,
Secured & Priority 3.1 3.1
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.0 0.0
Other Liabilities 7.5 1.3
Intercompany Payables Pre Petition
Enron Corp. 998.3 171.5
Enron Energy Services Operations, Inc. 9.5 1.6
Enron Net Works LLC 3.1 0.5
Enron Property & Services Corp. 2.0 0.4
Other Debtors 0.4 0.1
Transportation Trading Services Company 0.0 0.0
Enron Transition Company, Inc. 0.0 0.0
EES Property Services, Inc. 0.0 0.0
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 1,013.3 174.1
------------ -----------------
Total General Unsecured 1,020.8 175.4
Subordinated Claims -- --
------------ -----------------
Total 1,024.0 178.6
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 1,024.0 178.6
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
1
APPENDIX C-I
ATLANTIC COMMERCIAL FINANCE, INC.
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 13.6%
PLAN GUARANTEE 10.7%
Stand-alone General Unsecured 11.2%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.0
Intercompany Post Petition Receivables
from Debtors 0.5 0.5
Intercompany Pre Petition Receivables
from Debtors
Enron South America LLC 144.2 41.3
Enron Asia Pacific/Africa/China LLC 11.4 4.5
Enron Global LNG LLC 1.5 1.5
Enron Caribbean Basin LLC 6.9 1.0
Other 6.8 1.0
------------ -----------------
Total 170.8 49.3
Intercompany Receivables from
Non-Debtors
Enron Power Holdings C.V. 11.6 11.6
Enron Equity Corp. 3.2 3.2
Enron EPI Inc. 1.7 1.7
Enron Europe Operations (Advisor)
Limited 1.0 1.0
Other 35.4 3.9
------------ -----------------
Total 53.0 21.4
Equity / Preferred Equity Interests
in Affiliates
Enron EPI Inc. n.a. 111.6
Enron Global LNG LLC n.a. 43.6
ET Power 1 LLC n.a. 34.9
LFT Power III, L.L.C. n.a. 9.2
Other n.a. 2.5
-----------------
Total 201.9
-----------------
Total Allocated - Stand-Alone 273.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.3 0.3
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.3 0.3
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations 0.0 0.0
Guarantee Obligations 0.0 0.0
Trade & A/P Liabilities 0.1 0.0
Other Liabilities 0.4 0.0
Intercompany Payables Pre Petition
Enron Corp. 2,398.4 269.3
Enron India LLC 23.7 2.7
The Protane Corporation 1.5 0.2
Enron Engineering & Construction Company 0.1 0.0
Other Debtors 0.2 0.0
El Puerto Rico Operations Inc. 1.3 0.1
Enron International Development
Services, Inc. 1.2 0.1
Enron Guatemala Holdings Ltd. 0.7 0.1
Enron Panama Management Services L.L.C. 0.5 0.1
Other Non-Debtors 0.9 0.1
------------ -----------------
Total Intercompany Payables 2,428.4 272.7
------------ -----------------
Total General Unsecured 2,428.9 272.7
Subordinated Claims -- --
------------ -----------------
Total 2,429.2 273.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 2,429.2 273.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
2
APPENDIX C-I
BAM LEASE COMPANY
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND-ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
------------ -----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 87.7 14.4
Enron North America Corp. 12.1 2.4
Enron Corp. 1.3 0.2
-- --
Other -- --
------------ -----------------
Total 101.0 17.0
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
Kingfisher I LLC n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 17.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 38.8 15.4
Secured Claims 0.0 0.0
Priority Claims 0.9 --
Intercompany Payables Post Petition 4.1 1.6
------------ -----------------
Total Administrative,
Secured & Priority 43.8 17.0
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations 276.3 --
Guarantee Obligations -- --
Trade & A/P Liabilities 1.3 --
Other Liabilities -- --
Intercompany Payables Pre Petition
ENA Asset Holdings L.P. 258.0 --
ENA Asset Holdings L.P. 172.0 --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 430.0 --
------------ -----------------
Total General Unsecured 707.6 --
Subordinated Claims -- --
------------ -----------------
Total 751.4 17.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 751.4 17.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
3
APPENDIX C-I
CABAZON HOLDINGS LLC
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND-ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. 0.2
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.2
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
Other -- --
-- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
Cabazon Power Partners LLC n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.2
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.3 0.1
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.4 0.1
------------ -----------------
Total Administrative,
Secured & Priority 0.7 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables -- --
------------ -----------------
Total General Unsecured -- --
Subordinated Claims -- --
------------ -----------------
Total 0.7 0.2
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 0.7 0.2
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
4
APPENDIX C-I
CABAZON POWER PARTNERS LLC
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
Total Directly Held Assets --
-----------------
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
EREC Subsidiary I, LLC (f/k/a Enron
Wind Systems, Inc.) 0.2 0.1
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.2 0.1
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.1
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 --
Secured Claims 28.1 0.1
Priority Claims -- --
Intercompany Payables Post Petition 0.1 --
------------ -----------------
Total Administrative, Secured &
Priority 28.4 0.1
Pre Petition General Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
EREC Subsidiary V, LLC (f/k/a Enron Wind Corp.) 0.8 --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.8 --
------------ -----------------
Total General Unsecured 0.8 --
Subordinated Claims -- --
------------ -----------------
Total 29.2 0.1
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 29.2 0.1
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
5
APPENDIX C-I
CALCASIEU DEVELOPMENT COMPANY, L.L.C.
- -------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone --
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 --
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.0 --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 --
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 0.1 --
Intercompany Payables Pre Petition
-- --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables -- --
------------ -----------------
Total General Unsecured 0.1 --
Subordinated Claims -- --
------------ -----------------
Total 0.3 --
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 0.3 --
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
6
APPENDIX C-I
CALVERT CITY POWER I, L.L.C.
- ----------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone --
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 --
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.0 --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 --
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Corp. 0.7 --
Enron North America Corp. 0.2 --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
Other Non-Debtors -- --
-- --
------------ -----------------
Total Intercompany Payables 0.8 --
------------ -----------------
Total General Unsecured 0.8 --
Subordinated Claims -- --
------------ -----------------
Total 1.0 --
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 1.0 --
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
7
APPENDIX C-I
CALYPSO PIPELINE LLC
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND-ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors 4.9 4.8
Intercompany Pre Petition Receivables
from Debtors
Enron Global LNG LLC 0.0 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Intercompany Receivables from
Non-Debtors
Hawksbill Creek LNG, Ltd. 0.1 0.1
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.1 0.1
Equity/Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 4.9
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.3 0.3
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative,
Secured & Priority 0.4 0.4
Pre Petition General Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 1.1 1.1
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Global Markets LLC 1.7 1.7
Atlantic Commercial Finance, Inc. 0.8 0.8
Enron Corp. 0.3 0.3
Enron Operations Services Corp. (ETS) 0.2 0.2
Other Debtors 0.0 0.0
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 3.0 3.0
------------ -----------------
Total General Unsecured 4.0 4.0
Subordinated Claims -- --
------------ -----------------
Total 4.4 4.4
Equity n.a. 0.4
------------ -----------------
Total Allocated - Stand-Alone 4.4 4.9
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
8
APPENDIX C-I
CLINTON ENERGY MANAGEMENT SERVICES, INC.
- ----------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 20.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 21.4%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 13.6
Directly Held Assets to be Liquidated n.a. 0.2
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. 4.6
-----------------
Total Directly Held Assets 18.4
Intercompany Post Petition Receivables
from Debtors 1.1 1.1
Intercompany Pre Petition Receivables
from Debtors
Enron Energy Services, LLC 82.6 19.9
Enron Corp. 84.3 13.8
-- --
-- --
Other -- --
------------ -----------------
Total 167.0 33.8
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 53.2
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.7 0.7
Secured Claims 0.4 0.4
Priority Claims 0.0 0.0
Intercompany Payables Post Petition 4.8 4.8
------------ -----------------
Total Administrative,
Secured & Priority 6.0 6.0
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 2.0 0.4
Other Liabilities 0.0 0.0
Intercompany Payables Pre Petition
Enron Energy Services Operations, Inc. 190.0 40.7
Enron North America Corp. 15.8 3.4
Enron Energy Services, Inc. 7.3 1.6
Risk Management & Trading Corp. 4.7 1.0
Other Debtors 0.0 0.0
EES Property Services, Inc. 0.7 0.1
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 218.5 46.8
------------ -----------------
Total General Unsecured 220.5 47.2
Subordinated Claims -- --
------------ -----------------
Total 226.5 53.2
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 226.5 53.2
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
9
APPENDIX C-I
DATASYSTEMS GROUP INC.
- ----------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone --
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 --
Secured Claims -- --
Priority Claims 0.0 --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 --
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Broadband Services, Inc. 4.8 --
Enron Corp. 3.8 --
-- --
-- --
Other Debtors -- --
Enron Administrative Services Corp. 0.0 --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 8.6 --
------------ -----------------
Total General Unsecured 8.6 --
Subordinated Claims -- --
------------ -----------------
Total 8.8 --
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 8.8 --
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
10
APPENDIX C-I
E POWER HOLDINGS CORP.
- ----------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 46.4%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 58.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 1.8
Directly Held Assets to be Liquidated n.a. 0.1
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 1.8
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 43.1 7.1
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 43.1 7.1
Intercompany Receivables from
Non-Debtors
Enron Nippon Holdings LLC 0.3 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.3 0.0
Equity / Preferred Equity Interests
in Affiliates
E Power Wheeling Services Ltd. n.a. --
E Power Nippon Holdings Ltd. n.a. --
E Power Corporation n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 8.9
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.3 0.3
Secured Claims -- --
Priority Claims 0.0 0.0
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative,
Secured & Priority 0.4 0.4
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.1 0.1
Other Liabilities 1.2 0.7
Intercompany Payables Pre Petition
Enron North America Corp. 9.6 5.6
Enron Asia Pacific/Africa/China LLC 3.8 2.2
Enron Property & Services Corp. 0.0 0.0
-- --
Other Debtors -- --
E Power Nippon Holdings Ltd. 0.0 0.0
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 13.4 7.8
------------ -----------------
Total General Unsecured 14.7 8.5
Subordinated Claims -- --
------------ -----------------
Total 15.1 8.9
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 15.1 8.9
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
11
APPENDIX C-I
EBF LLC
- -------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 8.1
Directly Held Assets to be Liquidated n.a. 2.2
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 10.3
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron North America Corp. 0.2 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.2 0.0
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 10.4
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.5 0.5
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 1.2 1.2
------------ -----------------
Total Administrative,
Secured & Priority 1.6 1.6
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.9 0.9
Other Liabilities -- --
Intercompany Payables Pre Petition
-- --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables -- --
------------ -----------------
Total General Unsecured 0.9 0.9
Subordinated Claims -- --
------------ -----------------
Total 2.5 2.5
Equity n.a. 7.9
------------ -----------------
Total Allocated - Stand-Alone 2.5 10.4
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
12
APPENDIX C-I
ECI-NEVADA CORP.
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 23.6%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 25.6%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
------------- -----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
ECI-Texas, L.P. n.a. 1.5
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total 1.5
-----------------
Total Allocated - Stand-Alone 1.5
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Corp. 5.2 1.3
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 5.2 1.3
------------ -----------------
Total General Unsecured 5.2 1.3
Subordinated Claims -- --
------------ -----------------
Total 5.4 1.5
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 5.4 1.5
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
13
APPENDIX C-I
ECI-TEXAS, L.P.
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Broadband Services, Inc. 60.2 5.5
Enron Corp. 0.3 0.1
-- --
-- --
Other -- --
------------ -----------------
Total 60.6 5.6
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 5.6
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims 0.0 0.0
Priority Claims 0.0 0.0
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative, Secured & Priority 0.2 0.2
Pre Petition General Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 0.0 0.0
Intercompany Payables Pre Petition
EnRock, L.P. 3.6 3.6
-- --
-- --
-- --
Other Debtors -- --
Enron Administrative Services Corp. 0.2 0.2
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 3.8 3.8
------------ -----------------
Total General Unsecured 3.8 3.8
Subordinated Claims -- --
------------ -----------------
Total 4.0 4.0
Equity n.a. 1.5
------------ -----------------
Total Allocated - Stand-Alone 4.0 5.6
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
14
APPENDIX C-I
ECT MERCHANT INVESTMENTS CORP.
- ------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 2.7
Directly Held Assets to be Liquidated n.a. 0.8
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 3.5
Intercompany Post Petition Receivables
from Debtors 0.0 0.0
Intercompany Pre Petition Receivables
from Debtors
Enron North America Corp. 34.3 6.9
TLS Investors, L.L.C. 16.5 4.4
Enron Global Markets LLC 3.2 --
-- --
Other -- --
------------ -----------------
Total 54.0 11.3
Intercompany Receivables from
Non-Debtors
Enron Administrative Services Corp. 6.4 6.4
Enron Net Works Investments, L.L.C. 0.7 0.3
Enron Administrative Services Corp. 0.0 0.0
Enron Investment Partners Co. 0.4 0.0
Other -- --
------------ -----------------
Total 7.6 6.8
Equity / Preferred Equity Interests
in Affiliates
ECTMI Trutta Holdings LP n.a. 54.2
Juniper GP, LLC n.a. 0.0
Brook I LLC n.a. 0.0
Speckled LLC n.a. 0.0
Other n.a. 0.0
-----------------
Total 54.3
-----------------
Total Allocated - Stand-Alone 75.9
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 1.0 1.0
Secured Claims -- --
Priority Claims 0.1 0.1
Intercompany Payables Post Petition 0.1 0.1
------------ -----------------
Total Administrative,
Secured & Priority 1.1 1.1
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations 5.7 5.7
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 0.0 0.0
Intercompany Payables Pre Petition
Enron Corp. 36.3 36.3
Enron Engineering & Construction Company 0.9 0.9
Risk Management & Trading Corp. 0.1 0.1
Enron Net Works LLC 0.0 0.0
Other Debtors 0.0 0.0
JSB Asset, L.L.C. 23.2 23.2
ECT Thailand Investments, Inc. 3.0 3.0
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 63.6 63.6
------------ -----------------
Total General Unsecured 69.3 69.3
Subordinated Claims -- --
------------ -----------------
Total 70.4 70.4
Equity n.a. 5.5
------------ -----------------
Total Allocated - Stand-Alone 70.4 75.9
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
15
APPENDIX C-I
ECT SECURITIES GP CORP.
- -----------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
------------ -----------------
Total Directly Held Assets 0.0
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
ECT Securities Limited Partnership n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.5 0.0
Secured Claims -- --
Priority Claims 0.0 --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.5 0.0
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 25.0 --
Intercompany Payables Pre Petition
Enron Corp. 0.0 --
Enron North America Corp. 0.0 --
-- --
-- --
Other Debtors -- --
Enron Administrative Services Corp. 0.0 --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.0 --
------------ -----------------
Total General Unsecured 25.0 --
Subordinated Claims -- --
------------ -----------------
Total 25.5 0.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 25.5 0.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
16
APPENDIX C-I
ECT Securities Limited Partnership
- ----------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 9.6%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 5.5%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 2.6
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-------------------
Total Directly Held Assets 2.6
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron North America Corp. 0.0 0.0
-- --
-- --
-- --
-- --
Other ------------ -----------------
Total 0.0 0.0
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 2.6
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims 0.6 0.6
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.6 0.6
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 37.0 2.1
Intercompany Payables Pre Petition
Enron Corp. 0.0 0.0
Enron Property & Services Corp. 0.0 0.0
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.0 0.0
------------ -----------------
Total General Unsecured 37.0 2.1
Subordinated Claims -- --
------------ -----------------
Total 37.6 2.6
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 37.6 2.6
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
17
APPENDIX C-I
ECT SECURITIES LP CORP.
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 15.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to Cross Country n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
ECT Securities Limited Partnership n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone --
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 --
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 --
Pre Petition General Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Corp. 0.0 --
-- --
-- --
-- --
Other Debtors -- --
-- --
Enron Corp. 13.6 --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 13.6 --
------------ -----------------
Total General Unsecured 13.6 --
Subordinated Claims -- --
------------ -----------------
Total 13.8 --
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 13.8 --
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
18
APPENDIX C-I
ECT STRATEGIC VALUE CORP.
- -------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 12.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 10.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
JILP-L.P., Inc. 15.7 3.2
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 15.7 3.2
Equity / Preferred Equity Interests
in Affiliates
Enron Facility Services, Inc. n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 3.2
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Corp. 25.6 2.6
Risk Management & Trading Corp. 4.6 0.5
Enron North America Corp. 0.6 0.1
Enron Property & Services Corp. 0.0 0.0
Other Debtors 0.0 0.0
Enron Administrative Services Corp. 0.0 0.0
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 30.8 3.1
------------ -----------------
Total General Unsecured 30.8 3.1
Subordinated Claims -- --
------------ -----------------
Total 31.0 3.2
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 31.0 3.2
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
19
APPENDIX C-I
EES SERVICE HOLDINGS, INC.
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 40.8%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 50.2%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. 22.4
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 22.4
Intercompany Post Petition Receivables
from Debtors 0.1 0.1
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 25.3 4.2
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 25.3 4.2
Intercompany Receivables from
Non-Debtors -- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
Pyramid I Asset, L.L.C. n.a. 0.0
ServiceCo Holdings, Inc. n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total 0.0
-----------------
Total Allocated - Stand-Alone 26.7
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 10.4 10.4
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 7.5 7.5
------------ -----------------
Total Administrative,
Secured & Priority 17.9 17.9
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 2.0 1.0
Intercompany Payables Pre Petition
Enron Energy Services Operations, Inc. 15.4 7.7
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 15.4 7.7
------------ -----------------
Total General Unsecured 17.4 8.7
Subordinated Claims -- --
------------ -----------------
Total 35.4 26.7
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 35.4 26.7
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
20
APPENDIX C-I
EESO MERCHANT INVESTMENTS, INC.
- -------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 47.1%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 59.1%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. 10.2
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 10.2
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Energy Services Operations, Inc. 0.0 0.0
Enron Energy Services, LLC 0.0 0.0
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Intercompany Receivables from
Non-Debtors -- --
-- --
-- --
-- --
-- --
Other ------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand Alone 10.2
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post-Petition) 0.9 0.9
Secured Claims -- --
Priority Claims 0.1 0.1
Intercompany Payables Post Petition 0.2 0.2
------------ -----------------
Total Administrative,
Secured & Priority 1.2 1.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre-Petition
Enron North America Corp. 11.5 6.8
Enron Corp. 3.8 2.3
-- --
-- --
------------ -----------------
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 15.3 9.0
------------ -----------------
Total General Unsecured 15.3 9.0
Subordinated Claims -- --
------------ -----------------
Total 16.4 10.2
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 16.4 10.2
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
21
APPENDIX C-I
EFS CONSTRUCTION MANAGEMENT SERVICES, INC.
- -------------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors 0.0 0.0
Intercompany Pre Petition Receivables
from Debtors
Enron Energy Services North America, Inc. 0.3 0.0
Artemis Associates, L.L.C. 0.0 0.0
-- --
-- --
Other -- --
------------ -----------------
Total 0.4 0.0
Intercompany Receivables from
Non-Debtors
Enron Facility Services, Inc. 1.0 0.2
Azurix Corp. 0.0 0.0
ServiceCo Corporate Services, Inc. 0.0 0.0
-- --
Other -- --
------------ -----------------
Total 1.0 0.2
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.2
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.6 0.2
Secured Claims -- --
Priority Claims 0.0 --
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative,
Secured & Priority 0.6 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.7 --
Other Liabilities 0.0 --
Intercompany Payables Pre Petition
Enron Corp. 3.4 --
EFS Holdings, Inc. 1.4 --
Enron Energy Services Operations, Inc. 0.1 --
Enron Energy Services, Inc. 0.1 --
Other Debtors 0.0 --
EES Property Services, Inc. 0.2 --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 5.4 --
------------ -----------------
Total General Unsecured 6.0 --
Subordinated Claims -- --
------------ -----------------
Total 6.7 0.2
Equity n.a. --
------------ -----------------
Total Allocated - Stand Alone 6.7 0.2
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
22
APPENDIX C-I
EFS HOLDINGS, INC.
- ------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 18.5%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 18.2%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.6
Directly Held Assets to be Liquidated n.a. 0.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.6
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
EFS VIII, Inc. (f/k/a Limbach Company) 25.9 13.7
EFS IX, Inc. (f/k/a Limbach Compa
9.5 9.5
EFS XVII, Inc. (f/k/a Harper
Mechanical Corporation In 1.6 1.6
EFS XIII, Inc. (f/k/a Harper
Mechanical Corporation) 0.9 0.9
Other 4.7 0.4
------------ -----------------
Total 42.5 26.1
Intercompany Receivables from
Non-Debtors
Enron Facility Services, Inc. 819.3 133.1
EFS Corporate Services, Inc. 49.2 7.4
Enron Facility Services, Inc. 0.6 0.1
Affiliated Building Services, Inc. 1.1 0.1
Other -- --
------------ -----------------
Total 870.2 140.7
Equity/Preferred Equity Interests
in Affiliates
EFS Service Holdings, Inc. n.a. --
EFS Corporate Services, Inc. n.a. --
EFS I, Inc (f/k/a Limbach Facility
Services, Inc.) n.a. --
EFS Construction Management Services,
Inc. n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 167.4
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.6 0.6
------------ -----------------
Total Administrative,
Secured & Priority 0.8 0.8
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Artemis Associates, L.L.C. 892.0 162.7
EFS I, Inc. (f/k/a Limbach Facility
Services, Inc.) 21.8 4.0
EFS X, Inc. (f/k/a Marlin Electric,
Inc.) 0.2 0.0
EFS XV, Inc. (f/k/a Mechanical
Professional Service 0.0 0.0
Other Debtors 0.0 0.0
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 914.0 166.7
------------ -----------------
Total General Unsecured 914.0 166.7
Subordinated Claims -- --
------------ -----------------
Total 914.7 167.4
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 914.7 167.4
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
23
APPENDIX C-I
EFS I, INC (F/K/A LIMBACH FACILITY SERVICES, INC.)
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 54.9%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 70.3%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 78.1
Directly Held Assets to be Liquidated n.a. 2.4
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 80.4
Intercompany Post Petition Receivables
from Debtors 0.6 0.6
Intercompany Pre Petition Receivables
from Debtors
EFS Holdings, Inc. 21.8 4.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 21.8 4.0
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
EFS III, Inc. (f/k/a EFG Holdings, Inc.) n.a. 4.6
EFS XIII, Inc. (f/k/a Harper Mechanical
Corporation) n.a. 4.0
EFS XV, Inc. (f/k/a Mechanical Professional
Services, In n.a. --
EFS VII, Inc (f/k/a Limbach Company Holding
Company n.a. --
Other n.a. --
-----------------
Total 8.6
-----------------
Total Allocated - Stand-Alone 93.6
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 7.4 7.4
Secured Claims -- --
Priority Claims 0.0 0.0
Intercompany Payables Post Petition 80.9 80.9
------------ -----------------
Total Administrative,
Secured & Priority 88.3 88.3
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 0.0 0.0
Intercompany Payables Pre Petition
EFS IX, Inc. (f/k/a Limbach Company
Investment Co 5.1 3.6
Enron Net Works LLC 0.9 0.7
EFS XVII, Inc. (f/k/a Harper Mechanical
Corporation 0.8 0.6
Artemis Associates, L.L.C. 0.6 0.4
Other Debtors 0.0 0.0
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 7.5 5.3
------------ -----------------
Total General Unsecured 7.5 5.3
Subordinated Claims -- --
------------ -----------------
Total 95.8 93.6
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 95.8 93.6
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
24
APPENDIX C-I
EFS II, Inc. (f/k/a EFS Construction and Services Company)
- ----------------------------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
Enron Facility Services, Inc. -- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
n.a. --
Other -----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.0
Secured Claims -- --
Priority Claims 0.0 --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.0
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 0.0 --
Intercompany Payables Pre Petition
EFS IV, Inc. (f/k/a/ Williard, Inc.) 0.0 --
Enron Corp. 0.0 --
-- --
-- --
-- --
Other Debtors -- --
EFS Corporate Services, Inc. 0.0 --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.0 --
------------ -----------------
Total General Unsecured 0.0 --
Subordinated Claims -- --
------------ -----------------
Total 0.2 0.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 0.2 0.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
25
APPENDIX C-I
EFS III, INC. (f/k/a EFG Holdings, Inc.)
- ---------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
Total Directly Held Assets --
-----------------
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
EFS IV, Inc. (f/k/a Williard, Inc.) 15.6 4.8
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 15.6 4.8
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
EFS IV, Inc. (f/k/a Williard, Inc.) n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand Alone 4.8
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -------------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ ------------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre-Petition
EFS V, Inc. (f/k/a Williard Inc.
Investment Company 0.0 0.0
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
Other Non-Debtors -- --
-- --
------------ -----------------
Total Intercompany Payables 0.0 0.0
------------ -----------------
Total General Unsecured 0.0 0.0
Subordinated Claims -- --
------------ -----------------
Total 0.2 0.2
Equity n.a. 4.6
------------ -----------------
Total Allocated - Stand Alone 0.2 4.8
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
26
APPENDIX C-I
EFS IV, INC. (F/K/A WILLIARD, INC.)
- -----------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 27.2%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 30.8%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors 17.4 17.4
Intercompany Pre Petition Receivables
from Debtors
EFS II, Inc. (f/k/a EFS Construction
and Services Comp 0.0 --
EFS I, Inc (f/k/a Limbach Facility
Services, Inc.) -- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 --
Intercompany Receivables from
Non-Debtors
Enron Corporate Services, Inc. 0.4 0.1
-- --
-- --
Other -- --
------------ -----------------
Total 0.4 0.1
Equity / Preferred Equity Interests
in Affiliates
EFS V, Inc. (f/k/a Williard Inc.
Investment Company) n.a. 4.7
EFS VI, L.P. (f/k/a Williard Plumbing
Company, L.P.) n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total 4.7
-----------------
Total Allocated - Stand Alone 22.2
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.5 0.5
Secured Claims 0.0 0.0
Priority Claims 2.5 2.5
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 3.0 3.0
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.0 0.0
Other Liabilities 20.3 6.2
Intercompany Payables Pre Petition
EFS V, Inc. (f/k/a Williard Inc.
Investment Company 16.0 4.9
EFS III, Inc. (f/k/a EFG Holdings, Inc.) 15.6 4.8
Enron Corp. 1.8 0.6
Enron Net Works LLC 1.1 0.3
Other Debtors 0.1 0.0
Enron Facility Services, Inc. 7.4 2.3
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 42.0 12.9
------------ -----------------
Total General Unsecured 62.4 19.2
Subordinated Claims -- --
------------ -----------------
Total 65.4 22.2
Equity n.a. --
------------ -----------------
Total Allocated - Stand Alone 65.4 22.2
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
27
APPENDIX C-I
EFS IX, INC. (F/K/A LIMBACH COMPANY INVESTMENT COMPANY)
- -------------------------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
EFS VIII, Inc. (f/k/a Limbach Company) 33.1 17.5
EFS I, Inc (f/k/a Limbach Facility
Services, Inc.) 5.1 3.6
EFS VII, Inc. (f/k/a Limbach Company 0.0 --
-- --
Other -- --
------------ -----------------
Total 38.2 21.1
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 21.1
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
EFS Holdings, Inc. 9.5 9.5
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 9.5 9.5
------------ -----------------
Total General Unsecured 9.5 9.5
Subordinated Claims -- --
------------ -----------------
Total 9.7 9.7
Equity n.a. 11.4
------------ -----------------
Total Allocated - Stand-Alone 9.7 21.1
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
28
APPENDIX C-I
EFS V Inc. (f/k/a Williard Inc. Investment Company)
- ---------------------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
---------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
EFS IV, Inc. (f/k/a/ Williard, Inc.) 16.0 4.9
EFS III, Inc. (f/k/a EFG Holdings, Inc.) 0.0 0.0
-- --
-- --
Other -- --
------------ -----------------
Total 16.0 4.9
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand Alone 4.9
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre-Petition
-- --
-- --
-- --
-- --
------------ -----------------
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables -- --
------------ -----------------
Total General Unsecured -- --
Subordinated Claims -- --
------------ -----------------
Total 0.2 0.2
Equity n.a. 4.7
------------ -----------------
Total Allocated - Stand Alone 0.2 4.9
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
29
APPENDIX C-I
EFS VI, L.P. (f/k/a Williard Plumbing Company, L.P.)
- ----------------------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a --
Directly Held Assets to be Liquidated n.a --
Interests in PGE to be Liquidated n.a --
Directly Held Assets Transferred
to CrossCountry n.a --
Directly Held Assets Transferred
to Prisma n.a --
Directly Held Trading Book Assets n.a --
------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
EFS IV, Inc. (f/k/a Williard, Inc.) 0.0 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a --
n.a --
n.a --
Other n.a --
n.a --
-----------------
Total --
-----------------
Total Allocated - Stand Alone 0.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.0
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.0
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre-Petition
-- --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
Other Non-Debtors -- --
-- --
------------ -----------------
Total Intercompany Payables -- --
------------ -----------------
Total General Unsecured -- --
Subordinated Claims -- --
------------ -----------------
Total 0.2 0.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand Alone 0.2 0.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
30
APPENDIX C-I
EFS VII, INC. (F/K/A/ LIMBACH COMPANY HOLDING COMPANY)
- ------------------------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
EFS I, Inc (f/k/a Limbach Facility
Services, Inc.) 0.0 0.0
EFS Holdings, Inc. 0.0 0.0
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
EFS VIII, Inc. (f/k/a/ Limbach Company) n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims 0.2 0.0
Secured Claims -- --
Priority Claims 0.4 --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.5 0.0
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 0.0 --
Intercompany Payables Pre Petition
EFS IX, Inc. (f/k/a Limbach Company
Investment C 0.0 --
EFS VIII, Inc. (f/k/a/ Limbach Company) 0.0 --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.0 --
------------ -----------------
Total General Unsecured 0.0 --
Subordinated Claims -- --
------------ -----------------
Total 0.6 0.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 0.6 0.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
31
APPENDIX C-I
EFS VIII, INC. (F/K/A LIMBACH COMPANY)
- -------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 42.8%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 53.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors 55.7 55.7
Intercompany Pre Petition Receivables
from Debtors
EFS VII Inc (f/k/a Limbach Company Holding
Company 0.0 --
EFS I, Inc (f/k/a Limbach Facility
Services, Inc.) -- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
EFS IX, Inc. (f/k/a Limbach Company
Investment Compa n.a. 11.4
Sabo & Associates, Inc./Limbach Company,
a Joint Vent n.a. --
EFS X, Inc. (f/k/a Marlin Electric, Inc.) n.a. --
EFS XII, Inc. (f/k/a MEP Services, Inc.) n.a. --
Other n.a. --
n.a. --
-----------------
Total 11.4
-----------------
Total Allocated - Stand-Alone 67.1
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -------------------
Administrative Claims (Post Petition) 0.9 0.9
Secured Claims 0.0 0.0
Priority Claims 1.4 1.4
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 2.3 2.3
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 40.8 21.6
Intercompany Payables Pre Petition
EFS IX, Inc. (f/k/a Limbach Company Investment C 33.1 17.5
EFS Holdings, Inc. 25.9 13.7
Enron Corp. 4.1 2.2
-- --
-- --
Other Debtors -- --
EFS Corporate Services, Inc. 18.5 9.8
Enron Facility Services, Inc. 0.0 0.0
-- --
-- --
Other Non-Debtors -- --
-- --
------------ -----------------
Total Intercompany Payables 81.5 43.2
------------ -----------------
Total General Unsecured 122.3 64.8
Subordinated Claims -- --
------------ -----------------
Total 124.6 67.1
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 124.6 67.1
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
32
APPENDIX C-I
EFS X, INC. (f/k/a MARLIN ELECTRIC, INC.)
- -----------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
EFS Holdings, Inc. 0.2 0.0
EFS XI, Inc. (f/k/a PBM Mechanical, Inc.) 2.3 0.0
-- --
-- --
Other -- --
------------ -----------------
Total 2.4 0.0
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.0
Secured Claims 0.0 0.0
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.0
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 0.9 --
Intercompany Payables Pre Petition
Artemis Associates, L.L.C. 5.5 --
-- --
-- --
-- --
Other Debtors -- --
EFS Corporate Services, Inc. 8.3 --
Enron Facility Services, Inc. 0.1 --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 13.9 --
------------ -----------------
Total General Unsecured 14.8 --
Subordinated Claims -- --
------------ -----------------
Total 15.0 0.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 15.0 0.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
33
APPENDIX C-I
EFS XI, INC. (F/K/A PBM MECHANICAL, INC.)
- -----------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.9%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.2%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
EFS XII, Inc. (f/k/a MEP Services, Inc.) 5.5 0.3
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 5.5 0.3
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.3
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims 0.0 0.0
Priority Claims 0.0 0.0
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.1 0.0
Other Liabilities 2.7 0.0
Intercompany Payables Pre Petition
Artemis Associates, L.L.C. 6.5 0.0
EFS X, Inc. (f/k/a Marlin Electric, Inc.) 2.3 0.0
EFS Holdings, Inc. 0.4 0.0
-- --
Other Debtors -- --
EFS Corporate Services, Inc. 13.4 0.0
Enron Facility Services, Inc. 0.5 0.0
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 23.1 0.1
------------ -----------------
Total General Unsecured 25.8 0.1
Subordinated Claims -- --
------------ -----------------
Total 26.1 0.3
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 26.1 0.3
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
34
APPENDIX C-I
EFS XII, INC. (F/K/A MEP SERVICES INC.)
- ---------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 9.4%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 5.3%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
EFS Corporate Services, Inc. 3.9 0.6
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 3.9 0.6
Equity / Preferred Equity Interests
in Affiliates
MEP Service, LLC n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.6
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 0.3 0.0
Intercompany Payables Pre Petition
EFS XI, Inc. (f/k/a PBM Mechanical, Inc.) 5.5 0.3
Artemis Associates, L.L.C. 1.3 0.1
EFS Holdings, Inc. 0.2 0.0
-- --
Other Debtors -- --
Enron Facility Services, Inc. 0.1 0.0
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 7.1 0.4
------------ -----------------
Total General Unsecured 7.4 0.4
Subordinated Claims -- --
------------ -----------------
Total 7.6 0.6
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 7.6 0.6
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
35
APPENDIX C-I
EFS XIII, INC. (F/K/A HARPER MECHANICAL CORPORATION)
- ----------------------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.00%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors 7.4 7.4
Intercompany Pre Petition Receivables
from Debtors
EFS I, Inc (f/k/a Limbach Facility
Services, Inv.) -- --
-- --
-- --
Other -- --
-- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
EFS Corporate Services, Inc. 0.3 0.1
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.3 0.1
Equity / Preferred Equity Interests
in Affiliates
EFS XVII, Inc. (f/k/a Harper Mechanical
Corporation Inv n.a. 4.7
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total 4.7
-----------------
Total Allocated - Stand-Alone 12.2
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims 0.0 0.0
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.7 0.7
Other Liabilities 0.2 0.2
Intercompany Payables Pre-Petition
EFS XVII,Inc. (f/k/a Harper Mechanical
Corporation 5.9 5.9
EFS Holdings, Inc. 0.9 0.9
Enron Corp. 0.3 0.3
-- --
Other Debtors -- --
Enron Facility Services, Inc. 0.0 0.0
-- --
-- --
-- --
-- --
------------ -----------------
Total Intercompany Payables 7.0 7.0
------------ -----------------
Total General Unsecured 7.9 7.9
Subordinated Claims -- --
------------ -----------------
Total 8.2 8.2
Equity n.a. 4.0
------------ -----------------
Total Allocated - Stand-Alone 8.2 12.2
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
36
APPENDIX C-I
EFS XV, INC. (F/K/A MECHANICAL PROFESSIONAL SERVICES, INC.)
- -----------------------------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
EFS Holdings, Inc. 0.0 0.0
Enron Corp. 0.0 0.0
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Intercompany Receivables from
Non-Debtors
Enron Facility Services, Inc. 0.0 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.3 0.0
Secured Claims -- --
Priority Claims 0.0 --
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative,
Secured & Priority 0.3 0.0
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 0.1 --
Intercompany Payables Pre Petition
-- --
-- --
-- --
-- --
Other Debtors -- --
EFS Corporate Services, Inc. 0.9 --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.9 --
------------ -----------------
Total General Unsecured 1.0 --
Subordinated Claims -- --
------------ -----------------
Total 1.3 0.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 1.3 0.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
37
APPENDIX C-I
EFS XVII, INC. (F/K/A HARPER MECHANICAL CORPORATION INVESTMENT COMPANY)
- -----------------------------------------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.0
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
EFS XIII, Inc. (f/k/a Harper Mechanical
Corporation) 5.9 5.9
EFS I, Inc (f/k/a Limbach Facility Services,
Inc.) 0.8 0.6
-- --
-- --
Other -- --
------------ -----------------
Total 6.8 6.5
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 6.5
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
EFS Holdings, Inc. 1.6 1.6
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 1.6 1.6
------------ -----------------
Total General Unsecured 1.6 1.6
Subordinated Claims -- --
------------ -----------------
Total 1.8 1.8
Equity n.a. 4.7
------------ -----------------
Total Allocated - Stand-Alone 1.8 6.5
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
38
APPENDIX C-I
EGP FUELS COMPANY
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.8%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.1%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. 0.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.0
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Gas Liquids, Inc. 12.7 1.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 12.7 1.0
Intercompany Receivables from
Non-Debtors -- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 1.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims 0.1 0.1
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.4 0.4
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.1 0.0
Other Liabilities -- --
Intercompany Payables Pre-Petition
Enron Corp. 312.0 0.4
Enron Management, Inc. 157.8 0.2
Enron Methanol Company 6.8 0.0
Enron North America Corp. 0.0 0.0
Other Debtors 0.0 0.0
Florida Gas Transmission Company 0.0 0.0
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 476.7 0.6
------------ -----------------
Total General Unsecured 476.8 0.6
Subordinated Claims -- --
------------ -----------------
Total 477.1 1.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand Alone 477.1 1.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
39
APPENDIX C-I
EGS NEW VENTURES CORP.
- ----------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 7.0%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 1.8%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Louisiana Gas Marketing Company 21.0 0.9
Louisiana Resources Company 0.0 0.0
Enron Corp. 0.0 0.0
-- --
Other -- --
------------ -----------------
Total 21.0 0.9
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
Louisiana Gas Marketing Company n.a. --
Louisiana Resources Company n.a. --
LGMI, Inc. n.a. --
LRCI, Inc. n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.9
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron North America Corp. 36.7 0.7
LRCI, Inc. 3.5 0.1
-- --
-- --
Other Non-Debtors -- --
-- --
-- --
-- --
-- --
------------ -----------------
Total Intercompany Payables 40.2 0.7
------------ -----------------
Total General Unsecured 40.2 0.7
Subordinated Claims -- --
------------ -----------------
Total 40.4 0.9
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 40.4 0.9
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
40
APPENDIX C-I
ENA ASSET HOLDINGS L.P.
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 1.1
Directly Held Assets to be Liquidated n.a. 0.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 1.1
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
BAM Lease Company 258.0 --
BAM Lease Company 172.0 --
-- --
-- --
Other -- --
------------ -----------------
Total 430.0 --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 1.1
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.0
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 5.3 1.1
------------ -----------------
Total Administrative,
Secured & Priority 5.5 1.1
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.3 --
Other Liabilities -- --
Intercompany Payables Pre Petition
-- --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables -- --
------------ -----------------
Total General Unsecured 0.3 --
Subordinated Claims -- --
------------ -----------------
Total 5.8 1.1
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 5.8 1.1
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
41
APPENDIX C-I
ENA Upstream Company, LLC
- -------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.8%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.2%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
Total Directly Held Assets 3.0
Intercompany Post Petition Receivables
from Debtors 0.1 0.1
Intercompany Pre Petition Receivables
from Debtors
Enron North America Corp. 19.3 3.9
Enron Corp. 22.1 3.6
Enron Energy Services, Inc. 0.3 0.1
-- --
Other -- --
------------ -----------------
Total 41.6 7.6
Intercompany Receivables from
Non-Debtors
Enron Administrative Services Corp. 0.9 0.9
Enron Administrative Services Corp. 0.1 0.1
Enron MW, L.L.C. 0.0 0.0
-- --
Other -- --
------------ -----------------
Total 1.0 1.0
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand Alone 11.7
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims 5.6 5.6
Secured Claims 4.5 4.5
Priority Claims 0.2 0.2
Intercompany Payables Post Petition 0.9 0.9
------------ -----------------
Total Administrative,
Secured & Priority 11.2 11.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 164.8 0.3
Other Liabilities 145.6 0.2
Intercompany Payables Pre-Petition
Risk Management & Trading Crop. 0.4 0.0
-- --
-- --
-- --
Other Debtors -- --
Star VPP, LP 3.8 0.0
Enron MW, L.L.C. 0.0 0.0
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 4.3 0.0
------------ -----------------
Total General Unsecured 314.7 0.5
Subordinated Claims -- --
------------ -----------------
Total 325.7 11.7
Equity n.a. --
------------ -----------------
Total Allocated - Stand Alone 325.9 11.7
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
42
APPENDIX C-I
ENROCK MANAGEMENT, LLC
- ----------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
EnRock, L.P. 0.0 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
EnRock, L.P. n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.0
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.0
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
-- --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables -- --
------------ -----------------
Total General Unsecured -- --
Subordinated Claims -- --
------------ -----------------
Total 0.2 0.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 0.2 0.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
43
APPENDIX C-I
EnRock, L.P.
- -----------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 44.4%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 55.3%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. 0.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.0
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
ECI-Texas, L.P. 3.6 3.6
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 3.6 3.6
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 3.6
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.3 0.3
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.3 0.3
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Broadband Services, Inc. 3.0 1.7
Enron Broadband Services, Inc. 3.0 1.7
EnRock Management, LLC 0.0 0.0
-- --
------------ -----------------
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 6.1 3.4
------------ -----------------
Total General Unsecured 6.1 3.4
Subordinated Claims -- --
------------ -----------------
Total 6.4 3.6
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 6.4 3.6
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
44
APPENDIX C-I
ENRON ACQUISITION III CORP.
- ---------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 21.0%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 21.8%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.1
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.1
Intercompany Post Petition Receivables
from Debtors 0.2 0.2
Intercompany Pre Petition Receivables
from Debtors
Enron Energy Services, LLC 1.1 0.3
Enron Energy Services, Inc. 0.8 0.2
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 1.8 0.4
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand Alone 0.7
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims 0.1 0.1
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.3 0.3
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.0 0.0
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Energy Services Operations, Inc. 1.3 0.3
Enron Corp. 0.5 0.1
Enron Energy Services North America, Inc. 0.2 0.0
-- --
Other Debtors
EES Property Services, Inc. 0.0 0.0
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 2.0 0.4
------------ -----------------
Total General Unsecured 2.1 0.5
Subordinated Claims -- --
------------ -----------------
Total 2.4 0.7
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 2.4 0.7
============ =================
- ---------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
45
APPENDIX C-I
ENRON ACS, INC.
- -----------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. 0.1
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.1
Intercompany Post Petition Receivables
from Debtors 0.0 0.0
Intercompany Pre Petition Receivables
from Debtors
LOA, Inc. 0.0 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Intercompany Receivables from
Non-Debtors
Enron Administrative Services Corp. 0.0 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.1
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.1
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.1
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Corp. 2.9 --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
Other Non-Debtors -- --
-- --
------------ -----------------
Total Intercompany Payables 2.9 --
------------ -----------------
Total General Unsecured 2.9 --
Subordinated Claims -- --
------------ -----------------
Total 3.1 0.1
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 3.1 0.1
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
46
APPENDIX C-I
ENRON ALLIGATOR ALLEY PIPELINE COMPANY
- --------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.0
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Transportation Services Company 0.0 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.0
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.0
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.0 --
Other Liabilities 0.1 --
Intercompany Payables Pre Petition
Enron Operations Service Corp. (ETS) 0.8 --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.8 --
------------ -----------------
Total General Unsecured 1.0 --
Subordinated Claims -- --
------------ -----------------
Total 1.2 0.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 1.2 0.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
47
APPENDIX C-I
ENRON ASIA PACIFIC/AFRICA/CHINA L.L.C.
- --------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 33.0%
PLAN GUARANTEE 0.0%
Stand-alone General Unsecured 39.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND-ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 6.2
Directly Held Assets to be Liquidated n.a. 0.2
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 6.4
Intercompany Post Petition Receivables
from Debtors 0.0 0.0
Intercompany Pre Petition Receivables
from Debtors
Enron Holding Company L.L.C. 4.6 4.6
E Power Holdings Corp. 3.8 2.2
Enron South America LLC 0.7 0.2
Enron International Korea Holdings Corp. 0.1 0.1
Other 2.1 0.2
------------ -----------------
Total 11.2 7.2
Intercompany Receivables from
Non-Debtors
Hainan Meinan Power Company CJV 0.3 0.3
Enron Australia Pty Limited 0.2 0.1
Enron International Energy (Asia) Pte. Ltd. 1.2 0.1
Enron International Chengdu Power Ltd. 0.1 0.1
Other 1.8 0.1
------------ -----------------
Total 3.7 0.8
Equity / Preferred Equity Interests
in Affiliates
Enron International Korea Holdings Corp. n.a. 163.0
Enron Nigeria Power Holding Ltd. n.a. 6.9
Enron Wenchang Holdings Company Ltd. n.a. 2.6
Enron Development Management Ltd. n.a. 0.4
Other n.a. 0.1
-----------------
Total 173.0
-----------------
Total Allocated - Stand Alone 187.5
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.5 0.5
Secured Claims 7.7 7.7
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 8.2 8.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.1 0.0
Other Liabilities 1.3 0.5
Intercompany Payables Pre Petition
Enron Corp. 403.1 157.2
Atlantic Commercial Finance, Inc. 11.4 4.5
Enron Expat Services Inc. 9.0 3.5
Enron Power Corp. 4.5 1.7
Other Debtors 9.7 3.8
Enron Nigeria Power Holding Ltd. 16.2 6.3
Enron Overseas Services Corp. 1.9 0.8
EI Guam Operations, L.L.C. 1.1 0.4
Batangas Power Corp. 0.4 0.2
Other Non-Debtors 0.8 0.3
------------ -----------------
Total Intercompany Payables 458.1 178.7
------------ -----------------
Total General Unsecured 459.4 179.2
Subordinated Claims -- --
------------ -----------------
Total 467.7 187.5
Equity n.a. --
------------ -----------------
Total Allocated - Stand Alone 467.7 187.5
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
48
APPENDIX C-I
ENRON ASSET MANAGEMENT RESOURCES, INC.
- --------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND-ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.0
Intercompany Post Petition Receivables
from Debtors 0.0 0.0
Intercompany Pre Petition Receivables
from Debtors
Enron Operations Services Corp. (ETS) 0.7 0.2
Superior Construction Company 0.0 0.0
Enron Net Works LLC 0.1 0.0
Enron North America Corp. 0.0 0.0
Other 0.1 0.0
------------ -----------------
Total 0.9 0.2
Intercompany Receivables from
Non-Debtors
CGNN Holding Company, Inc. 0.3 0.3
Enron Equipment Installation Company 0.0 0.0
Enron America del Sur S.A. 0.0 0.0
Florida Gas Transmission Company 0.0 0.0
Other 0.0 0.0
------------ -----------------
Total 0.3 0.3
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.5
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 2.8 0.3
------------ -----------------
Total Administrative,
Secured & Priority 3.0 0.5
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.0 --
Other Liabilities 0.1 --
Intercompany Payables Pre Petition
Enron Property & Services Corp. 2.3 --
Enron Corp. 1.8 --
Enron Transportation Services Company 0.3 --
Enron Engineering & Construction Company 0.1 --
Other Debtors 0.0 --
Enron Operations, L.P. 0.2 --
Northern Plains Natural Gas Company 0.0 --
Enron Transredes Services L.L.C. 0.0 --
WRA Services Corp. 0.0 --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 4.6 --
------------ -----------------
Total General Unsecured 4.8 --
Subordinated Claims -- --
------------ -----------------
Total 7.7 0.5
Equity n.a. --
------------ -----------------
Total Allocated - Stand Alone 7.7 0.5
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
49
APPENDIX C-I
ENRON BRAZIL POWER HOLDINGS I LTD.
- ----------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 21.8%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 23.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron South America LLC 8.6 2.5
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 8.6 2.5
Intercompany Receivables from
Non-Debtors
Enron Netherlands Holding B.V. 51.5 2.2
Enron Electric Power Brazil C.V. 1.3 0.4
-- --
-- --
Other -- --
------------ -----------------
Total 52.9 2.6
Equity / Preferred Equity Interests
in Affiliates
GasMat Holdings Ltd. n.a. 0.0
Enron Brazil Power Investments I Ltd. n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total 0.0
-----------------
Total Allocated - Stand-Alone 5.1
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Development Funding Ltd. 19.0 4.4
Enron Corp. 1.7 0.4
Enron do Brazil Holdings Ltd. 0.5 0.1
-- --
-- --
Other Debtors -- --
Enron Brazil Power Investments I Ltd. 0.0 0.0
GasMat Holdings Ltd. 0.0 0.0
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 21.1 4.9
------------ -----------------
Total General Unsecured 21.1 4.9
Subordinated Claims -- --
------------ -----------------
Total 21.4 5.1
Equity n.a. --
------------ -----------------
Total Allocated - Stand Alone 21.4 5.1
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
50
APPENDIX C-I
ENRON BRAZIL POWER HOLDINGS XI LTD.
- -----------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Atlantic Commercial Finance, Inc. 0.0 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
ETB - Energia Total do Brazil Ltda. n.a. --
Enron Brazil Power Investments XI Ltd. n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.0
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.0
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Development Funding Ltd. 205.0 --
Enron Corp. 5.2 --
Enron South America LLC 0.0 --
Enron Brazil Power Investments XI Ltd. 0.0 --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 210.2 --
------------ -----------------
Total General Unsecured 210.2 --
Subordinated Claims -- --
------------ -----------------
Total 210.4 0.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 210.4 0.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
51
APPENDIX C-I
ENRON BRAZIL POWER INVESTMENTS XI LTD.
- --------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a --
Directly Held Assets to be Liquidated n.a --
Interests in PGE to be Liquidated n.a --
Directly Held Assets Transferred
to CrossCountry n.a --
Directly Held Assets Transferred
to Prisma n.a --
Directly Held Trading Book Assets n.a --
------------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Brazil Power Holdings XI Ltd. 0.0 --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
ETB - Energia Total do Brasil Ltda. n.a --
n.a --
n.a --
n.a --
Other n.a --
-----------------
Total --
-----------------
Total Allocated - Stand Alone --
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 --
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 --
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Development Funding Ltd. 2.1 --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 2.1 --
------------ -----------------
Total General Unsecured 2.1 --
Subordinated Claims -- --
------------ -----------------
Total 2.3 --
Equity n.a. --
------------ -----------------
Total Allocated - Stand Alone 2.3 --
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
52
APPENDIX C-I
ENRON BROADBAND SERVICES, INC.
- ------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 12.1%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 9.2%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 147.0
Directly Held Assets to be Liquidated n.a. 6.3
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. 0.0
-----------------
Total Directly Held Assets 153.3
Intercompany Post Petition Receivables
from Debtors 1.5 1.5
Intercompany Pre Petition Receivables
from Debtors
EnRock, L.P. 3.0 1.7
EnRock, L.P. 3.0 1.7
Modulus Technologies, Inc. 0.2 0.2
Enron Broadband Services, L.P. 2.0 0.1
Other 26.0 0.1
------------ -----------------
Total 34.3 3.8
Intercompany Receivables from
Non-Debtors
Enron Communications Investments Corp 509.6 81.2
Azurix Corp. 0.5 0.5
Azurix Corp. 0.2 0.2
Enron Media Services, L.P. 0.6 0.1
Other 2.5 0.1
------------ -----------------
Total 513.4 82.0
Equity / Preferred Equity Interests
in Affiliates
EBS Trading, Inc. n.a. 1.2
Modulus Technologies, Inc. n.a. 0.9
Enron Broadband Investments Corp. n.a. 0.8
Enron Global Communications, Ltd. n.a. 0.1
Other n.a. 0.0
-----------------
Total 3.0
-----------------
Total Allocated - Stand-Alone 243.7
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 19.8 19.8
Secured Claims 2.5 2.5
Priority Claims 10.2 10.2
Intercompany Payables Post Petition 68.7 68.7
------------ -----------------
Total Administrative,
Secured & Priority 101.2 101.2
Pre Petition General
Unsecured Claims
Debt 1.3 0.1
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 27.4 2.5
Other Liabilities 65.9 6.0
Intercompany Payables Pre-Petition
Enron Corp. 1,217.2 111.4
Enron North America Corp. 63.4 5.8
ECI-Texas, L.P. 60.2 5.5
Enron Property and Services Corp. 51.7 4.7
Other Debtors 54.9 5.0
Enron Transition Company, Inc. 13.0 1.2
Enron Overseas Services Corp. 0.5 0.0
DealBench L.L.C. 0.1 0.0
Enron America del Sur S.A. 0.1 0.0
Other Non-Debtors 0.3 0.0
------------ -----------------
Total Intercompany Payables 1,461.5 133.8
------------ -----------------
Total General Unsecured 1,556.1 142.4
Subordinated Claims -- --
------------ -----------------
Total 1,657.3 243.7
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 1,657.3 243.7
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
53
APPENDIX C-I
ENRON BROADBAND SERVICES, L.P.
- ------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 8.9%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 4.5%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. 4.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 4.0
Intercompany Post Petition Receivables
from Debtors 4.5 4.5
Intercompany Pre Petition Receivables
from Debtors
Enron Net Works LLC 0.3 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.3 0.0
Intercompany Receivables from
Non-Debtors
Enron Broadband Services Japan K.K. 0.0 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Equity / Preferred Equity Interests
in Affiliates
Backbone Trust 2 n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 8.5
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 1.4 1.4
Secured Claims -- --
Priority Claims 1.5 1.5
Intercompany Payables Post Petition 1.0 1.0
------------ -----------------
Total Administrative,
Secured & Priority 3.9 3.9
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 90.4 4.1
Other Liabilities 0.1 0.0
Intercompany Payables Pre Petition
Enron Corp. 8.0 0.4
Enron Broadband Services, Inc. 2.0 0.1
Risk Management & Trading Corp. 0.4 0.0
-- --
Other Debtors -- --
Enron Media Services, L.P. 0.5 0.0
Enron Global Semiconductor Services, L.P. 0.4 0.0
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 11.4 0.5
------------ -----------------
Total General Unsecured 101.9 4.6
Subordinated Claims -- --
------------ -----------------
Total 105.8 8.5
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 105.8 8.5
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
54
APPENDIX C-I
ENRON CAPITAL & TRADE RESOURCES INTERNATIONAL CORP.
- ---------------------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 25.6%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 28.4%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 20.6
Directly Held Assets to be Liquidated n.a. 108.5
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 129.1
Intercompany Post Petition Receivables
from Debtors 81.7 81.6
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 76.0 12.5
Risk Management & Trading Corp. 8.0 8.0
Enron Expat Services Inc. 0.2 0.1
Enron Industrial Markets LLC 0.1 --
Other -- --
------------ -----------------
Total 84.3 20.5
Intercompany Receivables from
Non-Debtors
ECT Investments, Inc. 34.6 34.6
Enron Holdings 1, S.L. 3.2 2.6
Enron Finland Energy Oy 5.8 0.6
Enron Energy Services International Co. 0.4 0.4
Other 1.3 0.5
------------ -----------------
Total 45.3 38.7
Equity / Preferred Equity Interests
in Affiliates
Enron Europe Finance & Trading Limited n.a. 10.0
Enron Capital & Trade Resources
International Corp. - S n.a. --
Enron Finland Energy Oy n.a. --
Enron CASH Company No. 6, L.L.C. n.a. --
Other n.a. --
-----------------
Total 10.0
-----------------
Total Allocated - Stand-Alone 279.5
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 13.1 13.1
Secured Claims 29.9 29.9
Priority Claims 1.2 1.2
Intercompany Payables Post Petition 8.5 8.5
------------ -----------------
Total Administrative,
Secured & Priority 52.6 52.6
Pre Petition General
Unsecured Claims
Debt 2.7 0.8
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 170.4 48.4
Other Liabilities 155.1 44.0
Intercompany Payables Pre Petition
Enron North America Corp. 448.0 127.1
Enron Gas Liquids, Inc. 14.1 4.0
Enron Liquid Fuels, Inc. 1.9 0.5
EnronOnline, LLC 0.6 0.2
Other Debtors 0.1 0.0
Enron Capital & Trade Global
Resources Corp. 8.0 2.3
Enron Europe Finance & Trading Limited 0.2 0.1
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 472.8 134.2
------------ -----------------
Total General Unsecured 801.1 227.3
Subordinated Claims -- --
------------ -----------------
Total 853.7 279.9
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 853.7 279.9
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
55
APPENDIX C-I
ENRON CARIBBEAN BASIN LLC
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 16.4%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 15.2%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. 0.2
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. 1.0
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 1.2
Intercompany Post Petition Receivables
from Debtors 0.0 0.0
Intercompany Pre Petition Receivables
from Debtors
Enron Global LNG LLC 17.9 17.9
The Protane Corporation 16.2 16.2
Enron Equipment Procurement Company 50.4 9.5
Enron Asia Pacific/Africa/China LLC 4.4 1.7
Other 13.4 0.8
------------ -----------------
Total 102.3 46.2
Intercompany Receivables from
Non-Debtors
Enron International Chengdu Power Ltd. 1.2 1.2
Enron International Power Barge Ltd. 2.7 1.2
Enron Internacional Panama, S.A. 6.1 0.7
Enron Panama Management Services L.L.C. 0.6 0.6
Other 10.6 2.3
------------ -----------------
Total 21.3 6.0
Equity / Preferred Equity Interests
in Affiliates
Enron Guatemala Holdings Ltd. n.a. 17.0
Enron Americas, Inc. n.a. 3.9
Enron Capital Investments Corp. n.a. 1.6
Enron Venezuela Ltd. n.a. 0.3
Other n.a. 0.6
-----------------
Total 23.4
-----------------
Total Allocated - Stand-Alone 76.8
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 27.8 27.8
Secured Claims 0.0 0.0
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 27.8 27.8
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations 0.0 0.0
Guarantee Obligations -- --
Trade & A/P Liabilities 0.4 0.1
Other Liabilities 0.1 0.0
Intercompany Payables Pre Petition
Enron Corp. 266.2 40.5
Enron Net Works LLC 8.4 1.3
Atlantic Commercial Finance, Inc. 6.9 1.0
Enron Property & Services Corp. 5.9 0.9
Other Debtors 10.6 1.6
Enron Caribbean Holdings Ltd. 16.0 2.4
Energy Caribbean Finance Company 2.3 0.3
Enron Overseas Services Corp. 1.6 0.2
Enron Caribbean Basin Finance LLC 0.8 0.1
Other Non-Debtors 2.7 0.4
------------ -----------------
Total Intercompany Payables 321.4 48.9
------------ -----------------
Total General Unsecured 321.8 49.0
Subordinated Claims -- --
------------ -----------------
Total 349.7 76.8
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 349.7 76.8
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
56
APPENDIX C-I
ENRON CARIBE VI HOLDINGS LTD.
- -----------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Atlantic Commercial Finance, Inc. 0.0 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity/Preferred Equity Interests
in Affiliates
Enron Caribe VI Ltd. n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.0
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative, Secured & Priority 0.2 0.0
Pre Petition General Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Development Funding Ltd. 0.0 --
Enron Caribbean Basin LLC 0.0 --
-- --
-- --
Other Debtors -- --
Enron Caribe VI Ltd. 0.0 --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.0 --
------------ -----------------
Total General Unsecured 0.0 --
Subordinated Claims -- --
------------ -----------------
Total 0.2 0.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 0.2 0.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
57
APPENDIX C-I
ENRON COMMERCIAL FINANCE LTD.
- -----------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.0
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Development Funding Ltd. 11.8 2.4
Enron Caribbean Basin LLC 0.3 0.0
Enron Corp. 0.2 0.0
Atlantic Commercial Finance, Inc. 0.1 0.0
Other 0.0 0.0
------------ -----------------
Total 12.4 2.5
Intercompany Receivables from
Non-Debtors
Enron Pipeline Columbia Limited Partnership 0.1 0.0
Enron Power I (Puerto Rico), Inc. 0.0 0.0
Enron Pipeline Company - Argentina S.A. 0.0 0.0
-- --
Other -- --
------------ -----------------
Total 0.1 0.0
Equity / Preferred Equity Interests
in Affiliates
Enron Columbia Transportation Ltd. n.a. --
Enron Pipeline Columbia Limited Partnership n.a. --
Enron Columbia Investments Limited Partnership n.a. --
Centragas - Transportadora de Gas de la
Region Central n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 2.5
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt 0.0 0.0
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre-Petition
Enron South America LLC 0.0 0.0
Enron International Holdings Corp. 0.0 0.0
-- --
-- --
Other Debtors -- --
Enron Columbia Transportation B.V. 0.1 0.1
Centragas - Transportadora de
Gas de la Region Cen 0.0 0.0
Enron International Development Services, Inc. 0.0 0.0
Enron Columbia Transportation Ltd. 0.0 0.0
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.1 0.1
------------ -----------------
Total General Unsecured 0.1 0.1
Subordinated Claims -- --
------------ -----------------
Total 0.3 0.3
Equity n.a. 2.2
------------ -----------------
Total Allocated - Stand-Alone 0.3 2.5
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
58
APPENDIX C-I
ENRON COMMUNICATIONS GROUP, INC.
- --------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
EBS Holdings, Inc. n.a. --
Enron Broadband Services, Inc. n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone --
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 --
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 --
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Broadband Services, Inc. 11.2 --
Enron Corp. 0.0 --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 11.3 --
------------ -----------------
Total General Unsecured 11.3 --
Subordinated Claims -- --
------------ -----------------
Total 11.5 --
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 11.5 --
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
59
APPENDIX C-I
ENRON COMMUNICATIONS LEASING CORP.
- ----------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 19.2%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 19.3%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.1
Directly Held Assets to be Liquidated n.a. 0.1
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.1
Intercompany Post Petition Receivables
from Debtors 25.6 25.6
Intercompany Pre Petition Receivables
from Debtors
Enron Broadband Services, Inc. 40.9 3.7
Enron North America Corp. 0.0 0.0
Artemis Associates, L.L.C. 0.0 0.0
Enron WarpSpeed Services, Inc. 0.5 --
Other -- --
------------ -----------------
Total 41.4 3.7
Intercompany Receivables from
Non-Debtors
Enron Broadband Services Network Y.K. 0.4 0.0
ECT Investments, Inc. 0.0 0.0
Enron Broadband Services Australia Pty Limited 0.0 0.0
-- --
Other -- --
------------ -----------------
Total 0.4 0.0
Equity / Preferred Equity Interests
in Affiliates n.a.
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 29.5
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.4 0.4
Secured Claims 0.0 0.0
Priority Claims 0.1 0.1
Intercompany Payables Post Petition 0.3 0.3
------------ -----------------
Total Administrative,
Secured & Priority 0.8 0.8
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.9 0.2
Other Liabilities 0.0 0.0
Intercompany Payables Pre Petition
Enron Corp. 147.3 28.5
Enron Property & Services Corp. 0.0 0.0
Enron Engineering & Construction Company 0.0 0.0
Enron Net Works LLC 0.0 0.0
Other Debtors -- --
Enron Transition Company, Inc. 0.3 0.1
Enron Administrative Services Corp. 0.1 0.0
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 147.7 28.5
------------ -----------------
Total General Unsecured 148.6 28.7
Subordinated Claims -- --
------------ -----------------
Total 149.4 29.5
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 149.4 29.5
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
60
APPENDIX C-I
ENRON CORP.
- ------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 17.7%
PLAN GUARANTEE 14.3%
Stand-Alone General Unsecured 16.4%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 442.2
Directly Held Assets to be Liquidated n.a. 514.6
Interests in PGE to be Liquidated n.a. 1,278.0
Directly Held Assets Transferred
to CrossCountry n.a. 707.2
Directly Held Assets Transferred
to Prisma n.a. 4.3
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 2,946.2
Intercompany Post Petition Receivables
from Debtors 442.6 413.9
Intercompany Pre Petition Receivables
from Debtors
Enron Power Marketing, Inc. 4,759.9 1,150.6
Enron Natural Gas Marketing Corp. 3,584.0 917.8
Atlantic Commercial Finance, Inc. 2,398.4 269.3
Enron Energy Services Operations, Inc. 1,742.0 257.9
Other 9,987.6 1,700.2
------------ -----------------
Total 22,471.9 4,295.8
Intercompany Receivables from
Non-Debtors
Enron Intermediate Holdings, LLC 1,539.6 738.4
Enron Operations, L.P. 300.8 300.8
ECT Europe, Inc. 192.7 117.4
Rheingold GmbH 114.2 114.2
Other 6,035.6 712.7
------------ -----------------
Total 8,182.9 1,983.5
Equity / Preferred Equity Interests
in Affiliates
Enron Valkyrie, LLC n.a. 1,419.0
EOC Preferred, L.L.C. n.a. 884.8
Organizational Partner, Inc. n.a. 236.0
Northern Plains Natural Gas Company n.a. 208.1
Other n.a. 691.7
-----------------
Total 3,439.6
-----------------
Total Allocated - Stand-Alone 13,079.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 635.6 635.6
Secured Claims 11.9 11.9
Priority Claims 115.7 115.7
Intercompany Payables Post Petition 1,019.5 1,019.5
------------ -----------------
Total Administrative,
Secured & Priority 1,782.8 1,782.8
Pre Petition General
Unsecured Claims
Debt 10,517.0 1,726.0
SPE Obligations 9,981.5 1,895.4
Guarantee Obligations 10,196.3 1,416.1
Trade & A/P Liabilities 129.6 21.3
Other Liabilities 7,626.2 1,251.6
Intercompany Payables Pre Petition
Enron North America Corp. 12,698.6 2,084.0
Risk Management & Trading Corp. 3,100.0 508.8
Risk Management & Trading Corp. 2,016.7 331.0
Enron Energy Services, LLC 656.6 107.8
Other Debtors 3,407.4 559.2
CGNN Holding Company, Inc. 1,790.8 293.9
Enron Facility Services, Inc. 830.8 136.3
Transwestern Pipeline Company 789.0 129.5
JILP-L.P., Inc. 696.2 114.3
Other Non-Debtors 3,439.2 564.4
------------ -----------------
Total Intercompany Payables 29,425.3 4,829.1
------------ -----------------
Total General Unsecured 67,875.8 11,139.5
Subordinated Claims 954.7 156.7
------------ -----------------
Total 70,613.3 13,079.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 70,613.3 13,079.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
61
APPENDIX C-I
ENRON CREDIT INC.
- ----------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 9.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 5.6%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. 0.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
----------------
Total Directly Held Assets 0.0
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 4.5 0.7
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 4.5 0.7
Intercompany Receivables from
Non-Debtors
ECT Europe Finance, Inc. 11.1 3.4
Enron Credit Holdings Inc. 0.0 0.0
-- --
-- --
Other -- --
------------ -----------------
Total 11.1 3.4
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 4.2
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.4 0.4
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.4 0.4
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 60.0 3.4
Intercompany Payables Pre Petition
Enron North America Corp. 5.7 0.3
Enron Net Works LLC 1.0 0.1
Enron Metals & Commodity Corp. 0.0 0.0
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 6.7 0.4
------------ -----------------
Total General Unsecured 66.7 3.8
Subordinated Claims -- --
------------ -----------------
Total 67.1 4.2
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 67.1 4.2
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
62
APPENDIX C-I
ENRON DEVELOPMENT CORP.
- -----------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 17.6%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 16.9%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 19.1
Directly Held Assets to be Liquidated n.a. 0.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 19.1
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 223.2 36.6
Enron South America LLC 50.8 14.5
Enron International Holdings Corp. 9.7 0.8
Enron Mauritius Company 38.3 --
Other -- --
------------ -----------------
Total 321.9 52.0
Intercompany Receivables from
Non-Debtors
Hainan Meinan Power Company CJV 1.1 1.1
Enron Papua New Guinea Ltd. 2.8 0.1
Travamark Two B.V. 0.0 0.0
Smith/Enron Cogeneration Limited Partnership 22.1 --
Other 8.0 --
------------ -----------------
Total 34.0 1.2
Equity / Preferred Equity Interests
in Affiliates
Enron Development Corp. - Colombia Branch n.a. 0.3
Enron Reserve Holdings n.a. 0.0
Enron Development Vietnam L.L.C. n.a. --
Enron LNG Development Corp. n.a. --
Other n.a. --
-----------------
Total 0.3
-----------------
Total Allocated - Stand-Alone 72.5
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.4 0.4
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.4 0.4
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations 0.0 0.0
Guarantee Obligations -- --
Trade & A/P Liabilities 1.6 0.3
Other Liabilities 0.6 0.1
Intercompany Payables Pre Petition
Enron Transportation Services Company 406.1 68.7
Enron Power Corp. 5.4 0.9
Enron India LLC 4.2 0.7
Enron Caribbean Basin LLC 1.0 0.2
Other Debtors 0.0 0.0
Enron Development Piti Holdings Corp. 7.8 1.3
Enron International C.V. 0.0 0.0
Enron Power Philippines Corp. 0.0 0.0
Enron Reserve Holdings 0.0 0.0
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 424.5 71.8
------------ -----------------
Total General Unsecured 426.7 72.1
Subordinated Claims -- --
------------ -----------------
Total 427.1 72.5
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 427.1 72.5
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
63
APPENDIX C-I
ENRON DEVELOPMENT FUNDING LTD.
- ------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 20.1%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 20.5%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron do Brazil Holdings Ltd. 59.4 5.3
Enron Brazil Power Holdings I Ltd. 19.0 4.4
Risk Management & Trading Corp. 0.5 0.5
Atlantic Commercial Finance, Inc. 0.1 0.0
Other 207.1 0.0
------------ -----------------
Total 286.1 10.2
Intercompany Receivables from
Non-Debtors
Enron Brazil Power Holdings IV Ltd. 312.2 153.5
Enron India GDR Holding Ltd. 73.2 52.0
Terraco Investments Ltd. 177.5 46.7
Enron International Chengdu Power Holdings Ltd. 58.0 32.7
Other 962.1 141.1
------------ -----------------
Total 1,583.0 426.0
Equity / Preferred Equity Interests
in Affiliates
Ponderosa Assets, L.P. n.a. 0.6
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total 0.6
-----------------
Total Allocated - Stand-Alone 436.8
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.6 0.6
Secured Claims 0.0 0.0
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.6 0.6
Pre Petition General
Unsecured Claims
Debt 27.4 5.6
SPE Obligations 854.9 175.4
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 53.2 10.9
Intercompany Payables Pre Petition
Enron Corp. 579.2 118.8
Enron Commercial Finance Ltd. 11.8 2.4
Enron South America LLC 6.1 1.2
Nowa Sarzyna Holding B.V. 2.0 0.4
Other Debtors 0.5 0.1
Enron Canada Corp. 187.4 38.4
LNG Power IV Limited 94.1 19.3
Enron Power Philippines Corp. 90.1 18.5
Enron LNG Power (Atlantic) Ltd. 52.8 10.8
Other Non-Debtors 166.9 34.2
------------ -----------------
Total Intercompany Payables 1,191.0 244.3
------------ -----------------
Total General Unsecured 2,126.5 436.2
Subordinated Claims -- --
------------ -----------------
Total 2,127.1 436.8
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 2,127.1 436.8
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
64
APPENDIX C-I
ENRON DEVELOPMENT MANAGEMENT LTD.
- ---------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 0.0 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
Enron Guam Piti Corporation n.a. 0.5
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total 0.5
-----------------
Total Allocated - Stand-Alone 0.5
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Development Funding Ltd. 0.0 0.0
Enron Asia Pacific/Africa/China LLC 0.0 0.0
-- --
-- --
Other Debtors -- --
Enron Guam Piti Corporation 0.0 0.0
-- --
-- --
-- --
-- --
------------ -----------------
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.0 0.0
------------ -----------------
Total General Unsecured 0.0 0.0
Subordinated Claims -- --
------------ -----------------
Total 0.2 0.2
Equity n.a. 0.4
------------ -----------------
Total Allocated - Stand-Alone 0.2 0.5
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
65
APPENDIX C-I
ENRON DO BRAZIL HOLDINGS LTD.
- -----------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 11.9%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 8.9%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. 0.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.0
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Brazil Power Holdings I Ltd. 0.5 0.1
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.5 0.1
Intercompany Receivables from
Non-Debtors
Enron Netherlands Holding B.V. 169.0 7.3
Enron (Bolivia) C.V. 2.1 2.1
Enron Electric Power Brazil C.V. 3.7 1.1
Enron International Bolivia Holdings Ltd. 0.0 0.0
Other 3.0 0.0
------------ -----------------
Total 177.8 10.5
Equity / Preferred Equity Interests
in Affiliates
Enron do Brazil Investments Ltd. n.a. --
EPE Holdings Ltd. n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 10.6
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 3.9 3.9
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 3.9 3.9
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Development Funding Ltd. 59.4 5.3
Enron Corp. 10.6 0.9
Enron South America LLC 4.9 0.4
-- --
Other Debtors -- --
Enron Servicios de Energia, S.A. 0.0 0.0
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 74.9 6.6
------------ -----------------
Total General Unsecured 74.9 6.6
Subordinated Claims -- --
------------ -----------------
Total 78.8 10.6
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 78.8 10.6
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
66
APPENDIX C-I
ENRON ENERGY INFORMATION SOLUTIONS, INC.
- ----------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 17.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 17.1%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 2.0
Directly Held Assets to be Liquidated n.a. 0.1
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
Total Directly Held Assets
-----------------
2.1
Intercompany Post Petition Receivables
from Debtors 0.2 0.2
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 49.0 8.0
Enron Energy Services, LLC 5.5 1.3
Enron Energy Services, Inc. 3.3 0.7
Enron Energy Services North America, Inc. 0.0 0.0
Other -- --
------------ -----------------
Total 57.8 10.0
Intercompany Receivables from
Non-Debtors
EES Property Services, Inc. 0.0 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 12.4
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.3 0.3
Secured Claims -- --
Priority Claims 0.0 0.0
Intercompany Payables Post Petition 0.1 0.1
------------ -----------------
Total Administrative,
Secured & Priority 0.5 0.5
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.3 0.1
Other Liabilities 0.0 0.0
Intercompany Payables Pre-Petition
Enron Energy Services Operations, Inc. 69.0 11.8
Enron Property & Services Corp. 0.2 0.0
Artemis Associates, L.L.C. 0.0 0.0
Enron Net Works LLC 0.0 0.0
Other Debtors 0.0 0.0
-- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 69.3 11.9
------------ -----------------
Total General Unsecured 69.6 11.9
Subordinated Claims -- --
------------ -----------------
Total 70.1 12.4
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 70.1 12.4
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
67
APPENDIX C-I
ENRON ENERGY MARKETING CORP.
- ----------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 24.0%
PLAN GUARANTEE 0.0%
Stand-alone General Unsecured 26.1%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 28.9
Directly Held Assets to be Liquidated n.a. 0.8
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. 127.3
-----------------
Total Directly Held Assets 157.0
Intercompany Post Petition Receivables
from Debtors 104.1 104.1
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 81.8 13.4
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 81.8 13.4
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand Alone 274.5
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 21.7 21.7
Secured Claims 0.0 0.0
Priority Claims 4.5 4.5
Intercompany Payables Post Petition 18.0 18.0
------------ -----------------
Total Administrative,
Secured & Priority 44.2 44.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 198.2 51.8
Other Liabilities 200.0 52.3
Intercompany Payables Pre Petition
Enron Energy Services, Inc. 353.9 92.5
Enron Energy Services Operations, Inc. 73.7 19.3
Enron Power Marketing, Inc. 36.4 9.5
Enron Energy Services, LLC 18.8 4.9
Other Debtors 0.0 0.0
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 482.8 126.2
------------ -----------------
Total General Unsecured 881.0 230.3
Subordinated Claims -- --
------------ -----------------
Total 925.2 274.5
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 925.2 274.5
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
68
APPENDIX C-I
ENRON ENERGY SERVICES NORTH AMERICA, INC.
- -----------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 12.5%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 9.7%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.6
Directly Held Assets to be Liquidated n.a. 0.2
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.8
Intercompany Post Petition Receivables
from Debtors 3.4 3.4
Intercompany Pre Petition Receivables
from Debtors
Enron Energy Services Operations, Inc. 124.3 18.4
Enron Energy Services, Inc. 8.1 1.6
Enron Federal Solutions, Inc. 13.0 1.1
Enron Engineering & Construction Company 0.7 0.1
Other 1.2 0.2
------------ -----------------
Total 147.3 21.4
Intercompany Receivables from
Non-Debtors
EES Property Services, Inc. 1.6 1.1
Enron Power Construction Company 0.0 0.0
The BMP Team, L.L.C. 1.9 --
-- --
Other -- --
------------ -----------------
Total 3.5 1.1
Equity / Preferred Equity Interests
in Affiliates
The BMP Team, L.L.C. n.a. --
Bentley Energy Services, Inc. n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 26.8
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 1.2 1.2
Secured Claims 2.8 2.8
Priority Claims 0.3 0.3
Intercompany Payables Post Petition 2.1 2.1
------------ -----------------
Total Administrative,
Secured & Priority 6.4 6.4
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 13.6 1.3
Other Liabilities 0.7 0.1
Intercompany Payables Pre Petition
Enron Corp. 192.9 18.7
Enron Property & Services Corp. 1.0 0.1
Enron Energy Services, LLC 0.8 0.1
EFS Construction Management Services, Inc. 0.3 0.0
Other Debtors 0.1 0.0
Enron Facility Services, Inc. 0.6 0.1
JEDI Hydrocarbon Investments II
Limited Partnersh 0.0 0.0
Citrus Corp. 0.0 0.0
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 195.8 19.0
------------ -----------------
Total General Unsecured 210.1 20.4
Subordinated Claims -- --
------------ -----------------
Total 216.5 26.8
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 216.5 26.8
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
69
APPENDIX C-I
ENRON ENERGY SERVICES OPERATIONS, INC.
- --------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 16.1%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 14.8%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 162.2
Directly Held Assets to be Liquidated n.a. 23.4
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. 20.0
-------
Total Directly Held Assets 205.7
Intercompany Post Petition Receivables
from Debtors 91.1 90.8
Intercompany Pre Petition Receivables
from Debtors
Enron Energy Services, Inc. 625.8 124.6
Clinton Energy Management Services, Inc. 190.0 40.7
Enron Energy Marketing Corp. 73.7 19.3
Enron Energy Information Solutions, Inc. 69.0 11.8
Other 26.7 9.7
------------ -----------------
Total 985.3 206.0
Intercompany Receivables from
Non-Debtors
Integrated Process Technologies, LLC 5.2 1.9
Enron Energy Services International Co. 1.5 1.5
Enron California Municipal Services, Inc. 0.5 0.5
Enron Energy Services Canada Corp. 0.3 0.1
Other 0.9 0.1
------------ -----------------
Total 8.5 4.1
Equity / Preferred Equity Interests
in Affiliates
Teal LLC n.a. 0.0
Enron Acquisition IV Corp. n.a. 0.0
McGarrett X, L.L.C. n.a. 0.0
Psyche, L.L.C. n.a. 0.0
Other n.a. 0.0
-----------------
Total 0.0
-----------------
Total Allocated - Stand-Alone 506.6
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 11.7 11.7
Secured Claims 1.6 1.6
Priority Claims 8.2 8.2
Intercompany Payables Post Petition 50.8 50.8
------------ -----------------
Total Administrative,
Secured & Priority 72.4 72.4
Pre Petition General
Unsecured Claims
Debt 0.0 0.0
SPE Obligations 0.1 0.0
Guarantee Obligations -- --
Trade & A/P Liabilities 222.4 32.9
Other Liabilities 10.4 1.5
Intercompany Payables Pre Petition
Enron Corp. 1,742.0 257.9
Enron Energy Services, LLC 691.1 102.3
Enron Energy Services North America, Inc. 124.3 18.4
Tenant Services, Inc. 72.2 10.7
Other Debtors 65.9 9.8
Integrated Process Technologies, LLC 1.7 0.2
Enron Energy Services Capital Corp. 0.9 0.1
New Power Holdings, Inc. 0.2 0.0
Owens Corning Energy LLC 0.1 0.0
Other Non-Debtors 0.2 0.0
------------ -----------------
Total Intercompany Payables 2,698.7 399.6
------------ -----------------
Total General Unsecured 2,931.5 434.1
Subordinated Claims -- --
------------ -----------------
Total 3,003.9 506.5
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 3,003.9 506.5
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
70
APPENDIX C-I
ENRON ENERGY SERVICES, INC.
- ---------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 19.6%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 19.9%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND-ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 285.4
Directly Held Assets to be Liquidated n.a. 8.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. 200.1
-----------------
Total Directly Held Assets 493.6
Intercompany Post Petition Receivables
from Debtors 190.5 190.5
Intercompany Pre Petition Receivables
from Debtors
Enron Energy Services, LLC 800.4 192.9
Enron Energy Marketing Corp 353.9 92.5
Clinton Energy Management Services, Inc. 7.3 1.6
Tenant Services, Inc. 10.2 1.5
Other 1.9 0.2
------------ -----------------
Total 1,173.6 288.6
Intercompany Receivables from
Non-Debtors
Enron Canada Corp. 0.6 0.6
EES Property Services, Inc. 0.8 0.5
Transwestern Pipeline Company 0.0 0.0
Enron Energy Services Capital Corp. 0.1 0.0
Other 0.0 0.0
-----------------
Total 1.5 1.1
Equity / Preferred Equity Interests
in Affiliates
McGarret II, L.L.C. n.a. --
McGarret I, L.L.C. n.a. --
McGarret III, L.L.C. n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 973.8
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 36.4 36.4
Secured Claims 0.8 0.8
Priority Claims 25.0 25.0
Intercompany Payables Post Petition 232.6 232.6
------------ -----------------
Total Administrative,
Secured & Priority 294.7 294.7
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 474.2 94.4
Other Liabilities 390.3 77.7
Intercompany Payables Pre Petition
Enron Corp. 1,051.3 209.2
Risk Management & Trading Corp. 639.5 127.3
Enron Energy Services Operations, Inc. 625.8 124.6
Enron Power Marketing, Inc. 97.2 19.3
Other Debtors 83.2 16.6
Enron Facility Services, Inc. 46.1 9.2
Enron Energy Services Canada Corp. 2.6 0.5
EES Canada Corp. 1.1 0.2
The New Power Company 0.5 0.1
Other Non-Debtors 0.0 0.0
------------ -----------------
Total Intercompany Payables 2,547.4 507.0
------------ -----------------
Total General Unsecured 3,411.8 679.0
Subordinated Claims -- --
------------ -----------------
Total 3,706.6 973.8
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 3,706.6 973.8
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
71
APPENDIX C-I
ENRON ENERGY SERVICES, LLC
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 22.6%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 24.1%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. 1.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 1.0
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 656.6 107.8
Enron Energy Services Operations, Inc. 691.1 102.3
Enron Energy Marketing Corp. 18.8 4.9
Enron Energy Services North America, Inc. 0.8 0.1
Other 67.8 0.0
------------ -----------------
Total 1,435.2 215.1
Intercompany Receivables from
Non-Debtors
Pierce Mechanical, Inc. 0.2 0.2
Enron EES Acquisition I Corp. 4.1 0.1
Enron Energy Services Capital Corp. 0.0 0.0
Pronghorn I LLC 4.0 --
Other (0.0) 0.0
------------ -----------------
Total 8.3 0.3
Equity / Preferred Equity Interests
in Affiliates
Big Island II, L.L.C. n.a. --
Big Island I, L.L.C. n.a. --
Cortez Energy Services, LLC n.a. --
Fiji Z, L.L.C. n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 216.5
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.4 0.4
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.2 0.2
------------ -----------------
Total Administrative,
Secured & Priority 0.6 0.6
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.2 0.0
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Energy Services, Inc. 800.4 192.9
Clinton Energy Management Services, Inc. 82.6 19.9
Enron Energy Information Solutions, Inc. 5.5 1.3
Tenant Services, Inc. 3.6 0.9
Other Debtors 1.1 0.3
Enron Energy Services International Co. 2.0 0.5
Enron California Municipal Services, Inc. 0.6 0.1
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 895.7 215.9
------------ -----------------
Total General Unsecured 895.9 215.9
Subordinated Claims -- --
------------ -----------------
Total 896.5 216.5
Equity n.a. --
------------ -----------------
Total Allocated - Stand Alone 896.5 216.5
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
72
APPENDIX C-I
ENRON ENGINEERING & CONSTRUCTION COMPANY
- -----------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 17.1%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 16.3%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 3.3
Directly Held Assets to be Liquidated n.a. 0.8
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 4.1
Intercompany Post Petition Receivables
from Debtors 0.0 0.0
Intercompany Pre Petition Receivables
from Debtors
Enron Equipment Procurement Company 716.8 135.9
Enron Power Corp. 49.1 17.9
LINGTEC Constructors L.P. 91.0 6.8
Superior Construction Company 10.7 2.1
Other 15.3 1.7
------------ -----------------
Total 882.7 164.4
Intercompany Receivables from
Non-Debtors
Enron Power Construction Company 112.2 22.2
Enron Power Services B.V. 341.2 18.8
Enron Power I (Puerto Rico), Inc. 177.5 17.7
Enron Export Sales Ltd. 22.8 3.7
Other 31.3 6.6
------------ -----------------
Total 685.0 69.1
Equity / Preferred Equity Interests
in Affiliates
Enron Advisory Services, Inc. n.a. 0.0
Operational Energy Corp. n.a. --
Enron Power & Industrial Construction
Company n.a. --
National Energy Production Corporation
of Canada, Ltd. n.a. --
Other n.a. --
-----------------
Total 0.0
-----------------
Total Allocated - Stand-Alone 237.6
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 2.5 2.5
Secured Claims -- --
Priority Claims 0.1 0.1
Intercompany Payables Post Petition 12.7 12.7
------------ -----------------
Total Administrative,
Secured & Priority 15.4 15.4
Pre Petition General
Unsecured Claims
Debt 0.9 0.2
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 3.2 0.5
Other Liabilities 6.4 1.0
Intercompany Payables Pre Petition
Enron Corp. 1,241.6 202.8
Enron Property & Services Corp. 11.8 1.9
Enron Expat Services Inc. 5.6 0.9
Enron South America LLC 5.0 0.8
Other Debtors 4.6 0.8
Enron Export Sales Ltd. 62.2 10.2
Enron Power Operating Company 13.9 2.3
Enron Power Corp. - U.S. 4.1 0.7
Enron Power Construction (Brasil)
Ltda. 0.6 0.1
Other Non-Debtors 0.5 0.1
------------ -----------------
Total Intercompany Payables 1,349.8 220.4
------------ -----------------
Total General Unsecured 1,360.4 222.2
Subordinated Claims -- --
------------ -----------------
Total 1,375.8 237.6
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 1,375.8 237.6
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
73
APPENDIX C-I
ENRON ENGINEERING & OPERATIONAL SERVICES COMPANY
- ------------------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron North America Corp. 0.0 0.0
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity/Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.0
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.0
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.6 --
Other Liabilities -- --
Intercompany Payables Pre Petition
-- --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables -- --
------------ -----------------
Total General Unsecured 0.6 --
Subordinated Claims -- --
------------ -----------------
Total 0.8 0.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 0.8 0.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
74
APPENDIX C-I
ENRON EQUIPMENT PROCUREMENT COMPANY
- -----------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 19.0%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 19.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 8.7
Directly Held Assets to be Liquidated n.a. 25.8
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 34.5
Intercompany Post Petition Receivables
from Debtors 86.1 57.4
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 590.6 96.9
Enron Pipeline Construction Services
Company 1.6 1.6
Superior Construction Company 0.5 0.1
Enron Power Corp. 0.0 0.0
Other 335.4 --
------------ -----------------
Total 928.1 98.6
Intercompany Receivables from
Non-Debtors
Enron Power Services B.V. 2.5 0.1
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 2.5 0.1
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 190.6
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.9 0.9
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.1 0.1
------------ -----------------
Total Administrative,
Secured & Priority 1.0 1.0
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 54.1 10.3
Intercompany Payables Pre Petition
Enron Engineering & Construction Company 716.8 135.9
Enron Caribbean Basin LLC 50.4 9.5
LINGTEC Constructors L.P. 27.1 5.1
Enron North American Corp. 18.8 3.6
Other Debtors 0.2 0.0
Enron Power Construction Company 55.8 10.6
Enron Power Operating Company 29.8 5.7
Enron Power I (Puerto Rico), Inc. 11.7 2.2
Enron Proje Yonetimi Limited Sirketi 1.1 0.2
Other Non-Debtors 0.6 0.1
------------ -----------------
Total Intercompany Payables 912.3 172.9
------------ -----------------
Total General Unsecured 966.3 183.2
Subordinated Claims -- --
------------ -----------------
Total 967.3 184.2
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 967.3 184.2
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
75
APPENDIX C-I
ENRON EXPAT SERVICES INC.
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 23.6%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 25.6%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.1
Directly Held Assets to be Liquidated n.a. 0.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.1
Intercompany Post Petition Receivables
from Debtors 1.9 1.7
Intercompany Pre Petition Receivables
from Debtors
Enron North America Corp. 24.6 5.0
Enron South America LLC 14.3 4.1
Enron Asia Pacific/Africa/China LLC 9.0 3.5
Enron Engineering & Construction Company 5.6 0.9
Other 21.2 1.5
------------ -----------------
Total 74.7 15.0
Intercompany Receivables from
Non-Debtors
Azurix Corp. 1.3 1.3
Enron Hainan Wenchang Company Ltd. 0.5 0.5
Enron Wenchang Holdings Company Ltd. 0.5 0.5
Enron Americas, Inc. 0.1 0.1
Other 6.1 0.4
------------ -----------------
Total 8.5 2.8
Equity / Preferred Equity Interests
in Affiliates
Enron Overseas Services Corp. n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand Alone 19.6
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.3 0.3
Secured Claims -- --
Priority Claims 0.0 0.0
Intercompany Payables Post Petition 1.5 1.5
------------ -----------------
Total Administrative,
Secured & Priority 1.8 1.8
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.0 0.0
Other Liabilities 0.4 0.1
Intercompany Payables Pre Petition
Enron Corp. 67.8 17.4
Enron Property & Services Corp. 1.1 0.3
Enron Capital & Trade Resources International Corp 0.2 0.1
Enron Management, Inc. 0.1 0.0
Other Debtors 0.0 0.0
Operadora de Buenos Aires S.R.L. 0.0 0.0
Enron Pipeline Company - Argentina S.A. 0.0 0.0
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 69.3 17.7
------------ -----------------
Total General Unsecured 69.7 17.8
Subordinated Claims -- --
------------ -----------------
Total 71.5 19.6
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 71.5 19.6
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
76
APPENDIX C-I
ENRON FEDERAL SOLUTIONS, INC.
- -----------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 11.8%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 8.7%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors 1.5 1.5
Intercompany Pre Petition Receivables
from Debtors
Enron Energy Services Operations, Inc. 3.3 0.5
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 3.3 0.5
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 2.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.3 0.3
Secured Claims -- --
Priority Claims 0.0 0.3
Intercompany Payables Post Petition 0.3 0.3
------------ -----------------
Total Administrative,
Secured & Priority 0.6 0.6
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.7 0.1
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Energy Services North America, Inc. 13.0 1.1
Enron Energy Services, Inc. 1.8 0.2
Enron Energy Services, LLC 0.3 0.0
Operational Energy Corp. 0.2 0.0
Other Debtors 0.0 0.0
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 15.3 1.3
------------ -----------------
Total General Unsecured 16.0 1.4
Subordinated Claims -- --
------------ -----------------
Total 16.6 2.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 16.6 2.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
77
APPENDIX C-I
ENRON FREIGHT MARKETS CORP.
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 21.3%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 22.2%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. 0.3
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. 1.2
------------ -----------------
Total Directly Held Assets 1.5
Intercompany Post Petition Receivables
from Debtors 2.9 2.8
Intercompany Pre Petition Receivables
from Debtors
Enron Metals & Commodity Corp. 0.0 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Intercompany Receivables from
Non-Debtors
Enron Administrative Services Corp. 0.0 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated-Stand-Alone 4.3
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 2.1 2.1
Secured Claims -- --
Priority Claims 0.1 0.1
Intercompany Payables Post Petition 0.7 0.7
------------ -----------------
Total Administrative,
Secured & Priority 2.9 2.9
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 3.4 0.8
Other Liabilities 0.0 0.0
Intercompany Payables Pre Petition
Enron Global Markets LLC 1.8 0.4
Enron Corp. 1.0 0.2
Risk Management & Trading Corp. 0.0 0.0
Enron Industrial Markets LLC 0.0 0.0
Other Debtors 0.0 0.0
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 2.9 0.6
------------ -----------------
Total General Unsecured 6.3 1.4
Subordinated Claims -- --
------------ -----------------
Total 9.2 4.3
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 9.2 4.3
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
78
APPENDIX C-I
ENRON FUELS INTERNATIONAL, INC.
- --------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 20.5%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 21.2%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. 9.1
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 9.1
Intercompany Post Petition Receivables
from Debtors 0.0 0.0
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
Enron Administrative Services Corp. 0.1 0.1
Smith/Enron Cogeneration Limited
Partnership 28.1 --
Empresa Energetica Corinto Ltd. 2.5 --
Dabhol Power Company 2.4 --
Other -- --
------------ -----------------
Total 33.2 0.1
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 9.2
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.4 0.4
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.3 0.3
------------ -----------------
Total Administrative,
Secured & Priority 0.7 0.7
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 2.8 0.6
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Corp. 31.6 6.7
Risk Management & Trading Corp. 5.3 1.1
Enron Global Markets LLC 0.0 0.0
Enron Energy Services Operations, Inc. 0.0 0.0
Other Debtors 0.0 0.0
Enron Capital & Trade Global Resources Corp. 0.3 0.1
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 37.2 7.9
------------ -----------------
Total General Unsecured 40.0 8.5
Subordinated Claims -- --
------------ -----------------
Total 40.7 9.2
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 40.7 9.2
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
79
APPENDIX C-I
ENRON GAS LIQUIDS, INC.
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 11.2%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 7.9%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 7.1
Directly Held Assets to be Liquidated n.a. 1.6
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to Cross Country n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. 1.6
------------------
Total Directly Held Assets 10.2
Intercompany Post Petition Receivables
from Debtors 33.8 33.8
Intercompany Pre Petition Receivables
from Debtors
Enron Capital & Trade Resources
International Corp. 14.1 4.0
Enron Corp. 4.8 0.8
-- --
-- --
Other -- --
------------ -----------------
Total 19.0 4.8
Intercompany Receivables from
Non-Debtors
Enron Administrative Services Corp. 4.1 4.1
Enron Gas Liquids Far East, Ltd. 0.0 0.0
Enron Capital & Trade Global Resources Corp. 0.0 0.0
-- --
Other -- --
------------ -----------------
Total 4.1 4.1
Equity / Preferred Equity Interests
in Affiliates
Enron Gas Liquids Europe S.A.R.L. n.a. --
Enron Liquid Hydrocarbons Latin America, Inc. n.a. --
Enron Capital & Trade Resources Singapore Pte Ltd. n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 53.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 3.9 3.9
Secured Claims 1.0 1.0
Priority Claims 4.3 4.3
Intercompany Payables Post Petition 2.5 2.5
------------ -----------------
Total Administrative,
Secured & Priority 11.7 11.7
Pre Petition General
Unsecured Claims
Debt 0.9 0.1
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 48.6 3.8
Other Liabilities 2.5 0.2
Intercompany Payables Pre Petition
Risk Management & Trading Corp. 308.1 24.2
Enron North America Corp. 126.6 9.9
EGP Fuels Company 12.7 1.0
Enron Liquid Fuels, Inc. 3.6 0.3
Other Debtors 11.3 0.9
Enron MW, L.L.C. 11.3 0.9
Enron Capital & Trade Resources Korea Corp. - Kor 0.1 0.0
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 473.7 37.2
------------ -----------------
Total General Unsecured 525.8 41.3
Subordinated Claims -- --
------------ -----------------
Total 537.5 52.9
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 537.5 52.9
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
80
APPENDIX C-I
ENRON GATHERING COMPANY
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone --
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 --
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 --
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Corp. 0.0 --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.0 --
------------ -----------------
Total General Unsecured 0.0 --
Subordinated Claims -- --
------------ -----------------
Total 0.2 --
Equity n.a. --
------------ -----------------
Total Allocated - Stand Alone 0.2 --
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
81
APPENDIX C-I
ENRON GLOBAL LNG LLC
- --------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 10.2
Directly Held Assets to be Liquidated n.a. 0.3
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 10.5
Intercompany Post Petition Receivables
from Debtors 0.6 0.6
Intercompany Pre Petition Receivables
from Debtors
Enron North America Corp. 3.8 0.8
Enron India LLC 1.3 0.0
Enron Management, Inc. 0.0 0.0
-- --
Other -- --
------------ -----------------
Total 5.1 0.8
Intercompany Receivables from
Non-Debtors
Hawksbill Creek LNG, Ltd. 0.1 0.1
Enron LNG Holdings Ltd. 0.0 0.0
Enron Global Mauritius Company, L.L.C. 0.0 0.0
Enron Mauritius Pakistan Company, L.L.C. 0.0 --
Other -- --
------------ -----------------
Total 0.1 0.1
Equity / Preferred Equity Interests
in Affiliates
Enron LNG Shipping Company n.a. 25.6
Enron LNG (BVI) Marketing Ltd. n.a. 21.1
Enron LNG Marketing LLC n.a. 17.9
Enron Bahamas LNG Ltd. n.a. 9.1
Other n.a. 0.4
-----------------
Total 74.1
-----------------
Total Allocated - Stand-Alone 86.1
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims 0.7 0.7
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 10.9 10.9
------------ -----------------
Total Administrative,
Secured & Priority 11.7 11.7
Pre Petition General
Unsecured Claims
Debt 0.8 0.8
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.1 0.1
Other Liabilities 1.1 1.1
Intercompany Payables Pre Petition
Enron Caribbean Basin LLC 17.9 17.9
Enron Corp. 5.9 5.9
Enron Global Markets LLC 1.5 1.5
Atlantic Commercial Finance, Inc. 1.5 1.5
Other Debtors 1.4 1.4
Enron Middle East Ltd. 0.4 0.4
Enron Venezuela Ltd. 0.3 0.3
EGEP Services Inc. 0.0 0.0
Enron LNG Development Corp. 0.0 0.0
Other Non-Debtors 0.0 0.0
------------ -----------------
Total Intercompany Payables 28.9 28.9
------------ -----------------
Total General Unsecured 30.8 30.8
Subordinated Claims -- --
------------ -----------------
Total 42.4 42.4
Equity n.a. 43.6
------------ -----------------
Total Allocated - Stand-Alone 42.4 86.1
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
82
APPENDIX C-I
ENRON GLOBAL MARKETS LLC
- ---------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND-ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.2
Directly Held Assets to be Liquidated n.a. 0.1
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.3
Intercompany Post Petition Receivables
from Debtors 1.7 1.7
Intercompany Pre Petition Receivables
from Debtors
Calypso Pipeline, LLC 1.7 1.7
Enron Global LNG LLC 1.5 1.5
Risk Management & Trading Corp. 0.5 0.5
Enron Freight Markets Corp. 1.8 0.4
Other 5.3 0.4
------------ -----------------
Total 10.9 4.6
Intercompany Receivables from
Non-Debtors
Hawksbill Creek LNG, Ltd. 0.9 0.8
Enron (Bermuda) Limited 0.8 0.7
Enron Capital & Trade Global Resources Corp. 0.0 0.0
Sundance Assets, L.P. 0.0 0.0
Other 0.1 0.0
------------ -----------------
Total 1.8 1.5
Equity / Preferred Equity Interests
in Affiliates
EGM Tech Ventures LLC n.a. --
Enron Market Claims Trading Corp. n.a. --
Enron Freight Markets Corp. n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 8.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 1.2 0.6
Secured Claims 0.0 0.0
Priority Claims 0.0 --
Intercompany Payables Post Petition 15.6 7.4
------------ -----------------
Total Administrative,
Secured & Priority 16.8 8.0
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 7.1 --
Other Liabilities 6.4 --
Intercompany Payables Pre Petition
Enron Corp. 83.3 --
Enron Net Works LLC 36.2 --
Enron North America Corp. 12.2 --
EnronOnline, LLC 3.8 --
Other Debtors 8.2 --
Enron Overseas Services Corp. 0.1 --
Enron Capital & Trade Resources Korea Corp. - Kor 0.1 --
Enron Australia Pty Limited 0.0 --
DealBench L.L.C. 0.0 --
Other Non-Debtors 0.0 --
------------ -----------------
Total Intercompany Payables 143.9 --
------------ -----------------
Total General Unsecured 157.4 --
Subordinated Claims -- --
------------ -----------------
Total 174.2 8.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 174.2 8.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
83
APPENDIX C-I
ENRON GLOBAL POWER & PIPELINES L.L.C.
- -------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 56.2%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 72.1%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a 41.3
Directly Held Assets to be Liquidated n.a 0.6
Interests in PGE to be Liquidated n.a --
Directly Held Assets Transferred
to CrossCountry n.a --
Directly Held Assets Transferred
to Prisma n.a 4.9
Directly Held Trading Book Assets n.a --
-----------------
Total Directly Held Assets 46.8
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 239.9 39.4
Enron Caribbean Basin LLC 1.0 0.1
-- --
-- --
Other -- --
------------ -----------------
Total 240.8 39.5
Intercompany Receivables from
Non-Debtors
Enron Guatemala Holdings Ltd. 0.2 0.2
Enron Colombia Investments Limited
Partnership 0.7 0.1
Puerto Quetzal Power Corp. 0.1 --
-- --
Other -- --
------------ -----------------
Total 0.9 0.3
Equity / Preferred Equity Interests
in Affiliates
Enron Power Philippines Corp. n.a 33.1
Ponderosa Assets, L.P. n.a 2.4
EGPP Services Inc. n.a --
Enron Dominicana Holding Limited n.a --
Other n.a --
-----------------
Total 35.5
-----------------
Total Allocated - Stand-Alone 122.1
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative, Secured & Priority 0.2 .02
Pre Petition General Unsecured Claims
Debt -- --
SPE Obligations 168.6 121.6
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre-Petition
Enron North America Corp. 0.4 0.3
Enron Asia Pacific/Africa/China LLC 0.1 0.0
Enron Commercial Finance Ltd. 0.0 0.0
-- --
Other Debtors -- --
-- --
-- --
-- --
Other Non-Debtors -- --
-- --
------------ -----------------
Total Intercompany Payables 0.4 0.3
------------ -----------------
Total General Unsecured 169.0 121.9
Subordinated Claims -- --
------------ -----------------
Total 169.2 122.1
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 169.2 122.1
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
84
APPENDIX C-I
ENRON HOLDING COMPANY L.L.C.
- ----------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 94.1 15.4
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 94.1 15.4
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
Enron Dominican Republic Operations Ltd. n.a. 0.1
Enron Dominican Repiublic Ltd. n.a. --
Enron Global Power & Pipelines L.L.C. n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total 0.1
-----------------
Total Allocated - Stand Alone 15.5
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Asia Pacific/Africa/China LLC 4.6 4.6
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 4.6 4.6
------------ -----------------
Total General Unsecured 4.6 4.6
Subordinated Claims -- --
------------ -----------------
Total 4.8 4.8
Equity n.a. 10.8
------------ -----------------
Total Allocated - Stand-Alone 4.8 15.5
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
85
APPENDIX C-I
ENRON INDIA HOLDINGS LTD.
- -------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
EKTP Holding Company Ltd. n.a. --
Enron Mauritius Company n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone --
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.5 --
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.1 --
------------ -----------------
Total Administrative,
Secured & Priority 0.6 --
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.0 --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Development Funding Ltd. 0.0 --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.0 --
------------ -----------------
Total General Unsecured 0.1 --
Subordinated Claims -- --
------------ -----------------
Total 0.7 --
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 0.7 --
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
86
APPENDIX C-I
ENRON INDIA LLC
- ---------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 6.9%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 1.7%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors 0.0 0.0
Intercompany Pre Petition Receivables
from Debtors
Atlantic Commercial Finance, Inc. 23.7 2.7
Enron Development Corp. 4.2 0.7
Enron Broadband Services, Inc. 0.3 0.0
Enron South America LLC 0.1 0.0
Other 1.2 0.0
------------ -----------------
Total 29.4 3.4
Intercompany Receivables from
Non-Debtors
Enron Global Exploration & Production Inc. 0.5 0.1
Atlantic India Holdings Ltd. 1.8 0.1
Travamark Two B.V. 0.3 0.0
Offshore Power Operations C.V. 0.2 0.0
Other 0.0 0.0
------------ -----------------
Total 2.9 0.3
Equity / Preferred Equity Interests
in Affiliates
Visum Soft LLC n.a. 0.0
Enron BPAC Ltd. n.a. 0.0
Enron International Bangladesh Ltd. n.a. 0.0
Enron International Haripur Ltd. n.a. 0.0
Other n.a. (0.0)
-----------------
Total 0.0
-----------------
Total Allocated - Stand-Alone 3.7
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.3 0.3
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative,
Secured & Priority 0.3 0.3
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.0 0.0
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Corp. 176.7 3.1
Enron Expat Services Inc. 8.1 0.1
Enron Asia Pacific/Africa/China LLC 1.4 0.0
Enron Global LNG LLC 1.3 0.0
Other Debtors 4.3 0.1
Enron Overseas Services Corp. 1.6 0.0
Enron India Natural Gas, Inc. 1.2 0.0
India Electric Maintenance Ltd. 0.0 0.0
Enron International PAL India Ltd. 0.0 0.0
Other Non-Debtors 0.0 0.0
------------ -----------------
Total Intercompany Payables 194.6 3.4
------------ -----------------
Total General Unsecured 194.6 3.4
Subordinated Claims -- --
------------ -----------------
Total 194.9 3.7
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 194.9 3.7
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
87
APPENDIX C-I
ENRON INDUSTRIAL MARKETS LLC
- ----------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors 4.2 4.1
Intercompany Pre Petition Receivables
from Debtors
Enron Broadband Services, Inc. 0.1 0.0
Enron Freight Markets Corp. 0.0 0.0
Enron Asia Pacific/Africa/China LLC 0.0 0.0
Operational Energy Corp. 0.0 0.0
Other 0.0 --
------------ -----------------
Total 0.1 0.0
Intercompany Receivables from
Non-Debtors
Compagnie Papiers Stadacona 0.8 0.8
Azurix Corp. 0.2 0.2
Enron Diversified Investments Corp. 0.0 0.0
Big Island II, L.L.C. 0.0 --
Other -- --
------------ -----------------
Total 0.9 0.9
Equity / Preferred Equity Interests
in Affiliates
Enron Industrial Markets GP Corp. n.a. 0.1
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total 0.1
-----------------
Total Allocated - Stand-Alone 5.1
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims 3.1 0.9
Secured Claims -- --
Priority Claims 0.0 --
Intercompany Payables Post Petition 14.4 4.2
------------ -----------------
Total Administrative,
Secured & Priority 17.5 5.1
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 2.0 --
Other Liabilities 7.1 --
Intercompany Payables Pre Petition
Enron Corp. 27.3 --
Enron Net Works LLC 18.6 --
Enron North America Corp. 15.7 --
Enron Property & Services Corp. 1.4 --
Other Debtors 2.5 --
DealBench L.L.C. 0.0 --
Clickpaper.com, L.L.C. 0.0 --
Enron Industrial Markets GP Corp. 0.0 --
Florida Gas Transmission Company 0.0 --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 65.5 --
------------ -----------------
Total General Unsecured 74.6 --
Subordinated Claims -- --
------------ -----------------
Total 92.1 5.1
Equity n.a. --
------------ -----------------
Total Allocated - Stand Alone 92.1 5.1
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
88
APPENDIX C-I
ENRON INTERNATIONAL ASIA CORP.
- ------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
EI Guam Operations, L.L.C. n.a. 4.2
EI Operations Holdings, L.L.C. n.a. --
EI Indonesia Operations L.L.C. n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 4.2
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre-Petition
Enron North America Corp. 0.6 0.6
Enron Corp. 0.2 0.2
Enron Asia Pacific/Africa/China LLC 0.0 0.0
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.8 0.8
------------ -----------------
Total General Unsecured 0.8 0.8
Subordinated Claims -- --
------------ -----------------
Total 1.0 1.0
Equity n.a. 3.2
------------ -----------------
Total Allocated - Stand-Alone 1.0 4.2
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
89
APPENDIX C-I
ENRON INTERNATIONAL ASSET MANAGEMENT CORP.
- ------------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 0.6 0.1
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.6 0.1
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
Enron International Americas Corp. n.a. 19.1
Enron International Asia Corp. n.a. 3.2
Enron International Europe Corp. n.a. --
Enron International North
America Asset Management C n.a. --
Other n.a. --
-----------------
Total 22.3
-----------------
Total Allocated - Stand-Alone 22.4
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Caribbean Basin LLC 0.0 0.0
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.0 0.0
------------ -----------------
Total General Unsecured 0.0 0.0
Subordinated Claims -- --
------------ -----------------
Total 0.2 0.2
Equity n.a. 22.2
------------ -----------------
Total Allocated - Stand-Alone 0.2 22.4
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
90
APPENDIX C-I
ENRON INTERNATIONAL FUEL MANAGEMENT COMPANY
- -------------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Global LNG LLC 0.0 0.0
Enron Corp. 0.0 0.0
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.0
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.0
Pre Petition General Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.0 --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Caribbean Basin LLC 0.0 --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.0 --
------------ -----------------
Total General Unsecured 0.0 --
Subordinated Claims -- --
------------ -----------------
Total 0.2 0.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 0.2 0.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
91
APPENDIX C-I
ENRON INTERNATIONAL HOLDINGS CORP.
- ----------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 11.8%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 8.7%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.0
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
The Protane Corporation 1.5 1.5
Enron Commercial Finance Ltd. 0.0 0.0
-- --
-- --
Other -- --
------------ -----------------
Total 1.5 1.5
Intercompany Receivables from
Non-Debtors
Electricidad Enron de Guatemala, S.A. 1.2 0.2
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 1.2 0.2
Equity / Preferred Equity Interests
in Affiliates
Enron Global Inc. n.a. 4.0
Enron International Development Services, Inc. n.a. 3.9
Enron Holding Company L.L.C. n.a. 3.1
Enron Java Power Corp. n.a. 0.1
Other n.a. 0.0
-----------------
Total 11.0
-----------------
Total Allocated - Stand-Alone 12.8
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Corp. 109.0 9.4
Enron Development Corp. 9.7 0.8
Enron Expat Services Inc. 1.4 0.1
-- --
-- --
Other Debtors -- --
Enron Global Inc. 25.1 2.2
Verdenergia Enron de Puerto Rico, Inc. 0.0 0.0
Enron Java Power Corp. 0.0 0.0
Enron Global Capital Company 0.0 0.0
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 145.2 12.6
------------ -----------------
Total General Unsecured 145.2 12.6
Subordinated Claims -- --
------------ -----------------
Total 145.4 12.8
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 145.4 12.8
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
92
APPENDIX C-I
ENRON INTERNATIONAL INC.
- ------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors 0.0 0.0
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
Enron Venezuela Ltd. 0.1 0.1
Enron America del Sur S.A. 1.3 0.0
-- --
-- --
Other -- --
------------ -----------------
Total 1.4 0.1
Equity/Preferred Equity Interests
in Affiliates
Enron International Funding L.L.C. n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.1
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.3 0.1
Secured Claims -- --
Priority Claims 0.0 --
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative,
Secured & Priority 0.3 0.1
Pre Petition General Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.0 --
Other Liabilities 15.3 --
Intercompany Payables Pre Petition
Enron Corp. 442.7 --
Enron Caribbean Basin LLC 0.2 --
Enron South America LLC 0.0 --
Enron Asia Pacific/Africa/China LLC 0.0 --
Other Debtors 0.0 --
Enron Pipeline Company - Argentina S.A. 1.8 --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 444.7 --
------------ -----------------
Total General Unsecured 460.0 --
Subordinated Claims -- --
------------ -----------------
Total 460.0 0.1
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 460.3 0.1
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
93
APPENDIX C-I
ENRON INTERNATIONAL KOREA HOLDINGS CORP.
- ----------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. 0.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.0
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 0.5 0.1
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.5 0.1
Intercompany Receivables from
Non-Debtors
Enron International Korea Holdings Company Ltd. 0.1 0.1
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.1 0.1
Equity / Preferred Equity Interests
in Affiliates
Enron International Korea Holdings Company Ltd. n.a. 163.3
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total 163.3
-----------------
Total Allocated - Stand - Alone 163.4
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -------------------
Administrative Claims (Post Petition) 0.3 0.3
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.3 0.3
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Asia Pacific/Africa/China LLC 0.1 0.1
Enron Development Funding Ltd. 0.0 0.0
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.1 0.1
------------ -----------------
Total General Unsecured 0.1 0.1
Subordinated Claims -- --
------------ -----------------
Total 0.4 0.4
Equity n.a. --
------------ -----------------
Total Allocated - Stand - Alone 0.4 163.4
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
94
APPENDIX C-I
ENRON LIQUID FUELS, INC.
- ------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 10.1%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 6.2%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.6
Directly Held Assets to be Liquidated n.a. 0.1
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. 2.6
-----------------
Total Directly Held Assets 3.2
Intercompany Post Petition Receivables
from Debtors 2.7 2.7
Intercompany Pre Petition Receivables
from Debtors
Enron Capital & Trade Resources
International Corp. 1.9 0.5
Enron Gas Liquids, Inc. 3.6 0.3
Enron Freight Markets Corp. 0.0 0.0
-- --
Other -- --
------------ -----------------
Total 5.5 0.8
Intercompany Receivables from
Non-Debtors
Enron Administrative Services Corp. 8.7 8.7
Enron Administrative Services Corp. 6.4 6.4
Enron Fuels Caribbean, L.P. 3.0 1.6
Enron Capital & Trade Global Resources Corp. 1.2 0.7
Other 0.3 0.2
------------ -----------------
Total 19.6 17.5
Equity / Preferred Equity Interests
in Affiliates
Enron Fuels Company II, LLC n.a. --
Enron Fuels Company I, LLC n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 24.2
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 4.2 4.2
Secured Claims -- --
Priority Claims 0.9 0.9
Intercompany Payables Post Petition 1.9 1.9
------------ -----------------
Total Administrative,
Secured & Priority 7.0 7.0
Pre Petition General Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 37.6 2.3
Other Liabilities 145.6 9.1
Intercompany Payables Pre Petition
Enron Corp. 51.1 3.2
Risk Management & Trading Corp. 23.7 1.5
Enron North America Corp. 2.5 0.2
EnronOnLine, LLC 0.1 0.0
Other Debtors 0.1 0.0
Enron Fuels Caribbean, L.P. 16.3 1.0
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 93.9 5.8
------------ -----------------
Total General Unsecured 277.1 17.3
Subordinated Claims -- --
------------ -----------------
Total 284.1 24.2
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 284.1 24.2
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
95
APPENDIX C-I
ENRON LIQUID SERVICES CORP.
- ---------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
------------ -----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Transportation Services Company 5.9 5.9
Enron Corp. 29.5 4.8
-- --
-- --
Other -- --
------------ -----------------
Total 35.4 10.7
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
Enron Processing Properties, Inc. n.a. --
Port Arthur Olefins, L.L.C. n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 10.7
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.3 0.3
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.4 0.4
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 0.0 0.0
Intercompany Payables Pre Petition
Enron Operations Services Corp. (ETS) 0.0 0.0
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.0 0.0
------------ -----------------
Total General Unsecured 0.0 0.0
Subordinated Claims -- --
------------ -----------------
Total 0.4 0.4
Equity n.a. 10.4
------------ -----------------
Total Allocated - Stand-Alone 0.4 10.7
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
96
APPENDIX C-I
ENRON LNG MARKETING LLC
- -----------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 31.5
Directly Held Assets to be Liquidated n.a. 1.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 32.4
Intercompany Post Petition Receivables
from Debtors 0.1 0.1
Intercompany Pre Petition Receivables
from Debtors
Risk Management & Trading Corp. 11.1 11.1
Enron Corp. 4.8 0.8
Enron North America Corp. 0.6 0.1
-- --
Other -- --
------------ -----------------
Total 16.5 12.0
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 44.5
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims 0.3 0.3
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 1.3 1.3
------------ -----------------
Total Administrative,
Secured & Priority 1.6 1.6
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 2.6 2.6
Other Liabilities 0.5 0.5
Intercompany Payables Pre Petition
Enron LNG Shipping Company 0.9 0.9
Enron Caribbean Basin LLC 0.0 0.0
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.9 0.9
------------ -----------------
Total General Unsecured 4.0 4.0
Subordinated Claims -- --
------------ -----------------
Total 5.6 5.6
Equity n.a. 39.0
------------ -----------------
Total Allocated - Stand-Alone 5.6 44.5
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
97
APPENDIX C-I
ENRON LNG SHIPPING COMPANY
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND-ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 26.9
Directly Held Assets to be Liquidated n.a. 0.8
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 27.8
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron LNG Marketing LLC 0.9 0.9
Enron Global LNG LLC 0.0 0.0
-- --
-- --
Other -- --
------------ -----------------
Total 0.9 0.9
Intercompany Receivables from
Non-Debtors
Enron LNG (BVI) Marketing Ltd. 0.0 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 28.7
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.7 0.7
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 2.4 2.4
------------ -----------------
Total Administrative, Secured & Priority 3.1 3.1
Pre Petition General Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
-- --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables -- --
------------ -----------------
Total General Unsecured -- --
Subordinated Claims -- --
------------ -----------------
Total 3.1 3.1
Equity n.a. 25.6
------------ -----------------
Total Allocated - Stand-Alone 3.1 28.7
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
98
APPENDIX C-I
ENRON MACHINE AND MECHANICAL SERVICES, INC.
- -------------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 8.1%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 3.3%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Operations Services Corp. (ETS) 0.9 0.2
Enron Transportation Service Company 0.0 0.0
-- --
-- --
Other -- --
------------ -----------------
Total 1.0 0.2
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates -- --
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.2
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre-Petition
Enron Corp. 1.1 0.0
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 1.1 0.0
------------ -----------------
Total General Unsecured 1.1 0.0
Subordinated Claims -- --
------------ -----------------
Total 1.3 0.2
Equity n.a. --
------------ -----------------
Total Allocated - Stand Alone 1.3 0.2
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
99
APPENDIX C-I
ENRON MANAGEMENT, INC.
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 11.6%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 8.4%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors 0.2 0.2
Intercompany Pre Petition Receivables
from Debtors
Enron North America Corp. 89.2 18.0
EGP Fuels Company 157.8 0.2
Enron Energy Services Operations, Inc. 1.1 0.2
Enron Engineering & Construction Company 0.4 0.1
Other 1.8 0.3
------------ -----------------
Total 250.2 18.7
Intercompany Receivables from
Non-Debtors
Transwestern Pipeline Company 0.0 0.0
Azurix Corp. 0.0 0.0
Citrus Corp. 0.0 0.0
EGEP Services Inc. 0.1 0.0
Other 0.0 0.0
------------ -----------------
Total 0.1 0.1
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 18.9
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 2.2 2.2
Secured Claims -- --
Priority Claims 0.2 0.2
Intercompany Payables Post Petition 2.6 2.6
------------ -----------------
Total Administrative,
Secured & Priority 5.0 5.0
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations 0.0 0.0
Guarantee Obligations -- --
Trade & A/P Liabilities 0.0 0.0
Other Liabilities 155.9 13.2
Intercompany Payables Pre Petition
Enron Corp. 6.1 0.5
Enron Property & Services Corp. 2.0 0.2
Enron Global LNG LLC 0.0 0.0
-- --
Other Debtors -- --
Northern Plains Natural Gas Company 0.2 0.0
Florida Gas Transmission Company 0.1 0.0
-- --
-- --
Other Non-Debtors (0.0) --
------------ -----------------
Total Intercompany Payables 8.4 0.7
------------ -----------------
Total General Unsecured 164.3 13.9
Subordinated Claims -- --
------------ -----------------
Total 169.4 18.9
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 169.4 18.9
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
100
APPENDIX C-I
ENRON MAURITIUS COMPANY
- ------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. 0.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.0
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
Enron India Private Ltd. 0.1 0.0
NTM Holdings Ltd. 0.0 --
-- --
-- --
Other -- --
------------ -----------------
Total 0.1 0.0
Equity / Preferred Equity Interests
in Affiliates
Dabhol Power Company n.a. --
NTM Holdings Ltd. n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 1.7 0.0
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.3 0.0
------------ -----------------
Total Administrative,
Secured & Priority 2.0 0.0
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 1.6 --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Corp. 41.1 --
Enron Development Corp. 38.3 --
Enron India LLC 1.1 --
Atlantic Commercial Finance, Inc. 0.0 --
Other Debtors -- --
Enron Netherlands Holding B.V. 3.4 --
Enron India Private Ltd. 0.1 --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 84.0 --
------------ -----------------
Total General Unsecured 85.6 --
Subordinated Claims -- --
------------ -----------------
Total 87.7 0.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 87.7 0.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
101
APPENDIX C-I
ENRON METALS & COMMODITY CORP.
- ------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 30.8%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 35.8%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 29.3
Directly Held Assets to be Liquidated n.a. 2.5
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 31.8
Intercompany Post Petition Receivables
from Debtors 0.5 0.5
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 93.8 15.4
Enron Credit Inc. 0.0 0.0
Enron Global Markets LLC 0.0 --
-- --
Other -- --
------------ -----------------
Total 93.8 15.4
Intercompany Receivables from
Non-Debtors
Enron Trading Services Inc. 3.4 3.4
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 3.4 3.4
Equity / Preferred Equity Interests
in Affiliates
Enron Metals (Australia) Pty Ltd n.a. 0.1
Enron Trading Limited n.a. 0.0
n.a. --
n.a. --
Other n.a. --
-----------------
Total 0.1
-----------------
Total Allocated - Stand-Alone 51.1
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 2.7 2.7
Secured Claims 0.9 0.9
Priority Claims 0.2 0.2
Intercompany Payables Post Petition 3.6 3.6
------------ -----------------
Total Administrative, Secured & Priority 7.4 7.4
Pre Petition General Unsecured Claims
Debt -- --
SPE Obligations 101.7 36.4
Guarantee Obligations -- --
Trade & A/P Liabilities 8.6 3.1
Other Liabilities 10.4 3.7
Intercompany Payables Pre Petition
Enron Net Works LLC 0.1 0.0
Enron Power Marketing, Inc. 0.1 0.0
Enron Freight Markets Corp. 0.0 0.0
Enron Property & Services Corp. 0.0 0.0
Other Debtors 0.0 0.0
Enron Trade Services Holdings Inc. 1.3 0.5
Enron Trading Limited 0.0 0.0
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 1.6 0.6
------------ -----------------
Total General Unsecured 122.2 43.7
Subordinated Claims -- --
------------ -----------------
Total 129.7 51.1
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 129.7 51.1
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
102
APPENDIX C-I
ENRON METHANOL COMPANY
- ----------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. 0.5
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.5
Intercompany Post Petition Receivables
from Debtors 0.0 0.0
Intercompany Pre Petition Receivables
from Debtors
Risk Management & Trading Corp. 2.7 2.7
Enron Gas Liquids, Inc. 3.5 0.3
EGP Fuels Company 6.8 0.0
-- --
Other -- --
------------ -----------------
Total 13.1 3.0
Intercompany Receivables from
Non-Debtors
Florida Gas Transmission Company 0.0 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 3.5
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 2.8 1.9
Secured Claims 0.9 0.9
Priority Claims 0.0 --
Intercompany Payables Post Petition 1.1 0.8
------------ -----------------
Total Administrative,
Secured & Priority 4.8 3.5
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.7 --
Other Liabilities 10.6 --
Intercompany Payables Pre Petition
Enron Corp. 45.3 --
Enron Net Works LLC 0.0 --
Enron Property & Services Corp. 0.0 --
Enron Transportation Services Company 0.0 --
Other Debtors 0.0 --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 45.4 --
------------ -----------------
Total General Unsecured 56.7 --
Subordinated Claims -- --
------------ -----------------
Total 61.5 3.5
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 61.5 3.5
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
103
APPENDIX C-I
ENRON MIDDLE EAST LLC
- ---------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 7.5%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 2.6%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. 0.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.0
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron North America Corp. 3.2 0.7
Enron Global LNG LLC 0.6 0.6
Enron India LLC 0.7 0.0
Enron Liquid Fuels, Inc. 0.1 0.0
Other 0.0 0.0
------------ -----------------
Total 4.7 1.3
Intercompany Receivables from
Non-Debtors
Enron Global Mauritus Company, L.L.C. 0.0 0.0
Enron Gaza International Ltd. 12.8 0.0
Enron Mauritus Pakistan Company, L.L.C. 0.0 --
-- --
Other -- --
------------ -----------------
Total 12.8 0.0
Equity / Preferred Equity Interests
in Affiliates
Enron Oman Gas Pipeline Operations Ltd. n.a. 0.0
Enron Oman Cooling Ltd. n.a. 0.0
Enron Jebel Ali Power Ltd. n.a. 0.0
Enron Saudi Holdings Ltd. n.a. 0.0
Other n.a. --
-----------------
Total 0.0
-----------------
Total Allocated - Stand-Alone 1.3
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.3 0.0
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Corp. 23.7 0.6
Enron Caribbean Basin LLC 8.7 0.2
Atlantic Commercial Finance, Inc. 5.9 0.2
Enron Expat Services Inc. 1.3 0.0
Other Debtors 1.0 0.0
Enron Middle East Ltd. 0.7 0.0
EGEP Services Inc. 0.4 0.0
Enron Australia Pty Limited 0.0 0.0
Enron Transition Company, Inc. 0.0 0.0
Other Non-Debtors 0.0 0.0
------------ -----------------
Total Intercompany Payables 41.9 1.1
------------ -----------------
Total General Unsecured 42.2 1.1
Subordinated Claims -- --
------------ -----------------
Total 42.4 1.3
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 42.4 1.3
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
104
APPENDIX C-I
ENRON NATURAL GAS MARKETING CORP.
- ----------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 23.6%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 25.6%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors 17.4 17.4
Intercompany Pre Petition Receivables
from Debtors
Enron North America Corp. 3,265.5 657.7
Risk Management & Trading Corp. 320.4 320.4
Enron North America Corp. 866.0 174.4
-- --
Other -- --
------------ -----------------
Total 4,452.0 1,152.5
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 1,169.9
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 15.8 15.8
Secured Claims -- --
Priority Claims 1.8 1.8
Intercompany Payables Post Petition 10.8 10.8
------------ -----------------
Total Administrative,
Secured & Priority 28.4 28.4
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations 546.4 139.9
Guarantee Obligations -- --
Trade & A/P Liabilities 251.8 64.5
Other Liabilities 58.3 14.9
Intercompany Payables Pre Petition
Enron Corp. 3,584.0 917.8
-- --
-- --
-- --
Other Debtors -- --
Enron Compression Services Company 14.9 3.8
Enron Canada Corp. 2.0 0.5
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 3,601.0 922.1
------------ -----------------
Total General Unsecured 4,457.5 1,141.5
Subordinated Claims -- --
------------ -----------------
Total 4,485.9 1,169.9
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 4,485.9 1,169.9
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
105
APPENDIX C-I
ENRON NET WORKS LLC
- -------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 14.9%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 13.1%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.3
Directly Held Assets to be Liquidated n.a. 0.3
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.7
Intercompany Post Petition Receivables
from Debtors 199.7 195.1
Intercompany Pre Petition Receivables
from Debtors
Enron Energy Services Operations, Inc. 21.2 3.1
EnronOnline, LLC 15.5 2.4
Enron South America 5.2 1.5
Enron Caribbean Basin LLC 8.4 1.3
Other 80.8 4.9
------------ -----------------
Total 131.2 13.2
Intercompany Receivables from
Non-Debtors
Enron Facility Services, Inc. 7.0 1.1
CGNN Holding Company, Inc. 0.9 0.9
Enron Canada Corp. 0.6 0.6
Florida Gas Transmission Company 0.5 0.5
Other 36.5 4.1
------------ -----------------
Total 45.6 7.3
Equity / Preferred Equity Interests
in Affiliates
EnronOnline, LLC n.a. --
DealBench L.L.C. n.a. --
Commodity Logic LLC n.a. --
Clickpaper.com, L.L.C. n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand Alone 216.3
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 2.6 2.6
Secured Claims 0.1 0.1
Priority Claims 0.0 0.0
Intercompany Payables Post Petition 162.7 162.7
------------ -----------------
Total Administrative,
Secured & Priority 165.5 165.5
Pre Petition General
Unsecured Claims
Debt 1.9 0.3
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 29.4 3.9
Other Liabilities 5.6 0.7
Intercompany Payables Pre Petition
Enron Corp. 346.1 45.5
Enron Property & Services Corp. 3.0 0.4
Enron Broadband Services, L.P. 0.3 0.0
Enron Management, Inc. 0.2 0.0
Other Debtors 0.1 0.0
Enron Overseas Service Corp. 0.1 0.0
Enron Venezuela Ltd. 0.0 0.0
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 349.8 46.0
------------ -----------------
Total General Unsecured 386.7 50.8
Subordinated Claims -- --
------------ -----------------
Total 552.1 216.3
Equity n.a. --
------------ -----------------
Total Allocated - Stand Alone 552.1 216.3
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
106
APPENDIX C-I
ENRON NORTH AMERICA CORP.
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 19.8%
PLAN GUARANTEE 17.0%
Stand-Alone General Unsecured 20.1%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND-ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 1,432.1
Directly Held Assets to be Liquidated n.a. 303.6
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. 325.9
-----------------
Total Directly Held Assets 2,061.6
Intercompany Post Petition Receivables
from Debtors 410.5 409.5
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 12,698.6 2,084.0
Enron Capital & Trade Resources
International Corp. 448.0 127.1
Enron Power Corp. 65.3 23.8
Oswego Cogen Company, LLC 388.5 15.0
Other 492.4 73.0
------------ -----------------
Total 14,092.8 2,323.0
Intercompany Receivables from
Non-Debtors
Swee'P, L.L.C. 308.8 50.5
ECT Investing Partners, L.P. 48.8 48.8
Sundance Industrial Partners, L.P. 21.3 21.3
ECT Europe Finance, Inc. 47.2 14.4
Other 98.3 45.4
------------ -----------------
Total 524.4 180.4
Equity / Preferred Equity Interests
in Affiliates
Enron Canada Corp. n.a. 867.8
Compagnie Papiers Stadacona n.a. 98.0
Enron Compression Services Company n.a. 46.1
Enron Administrative Services Corp. n.a. 38.5
Other n.a. 142.0
-----------------
Total 1,192.5
-----------------
Total Allocated - Stand-Alone 6,167.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 222.2 222.2
Secured Claims 22.4 22.4
Priority Claims 47.3 47.3
Intercompany Payables Post Petition 462.5 462.5
------------ -----------------
Total Administrative,
Secured & Priority 754.4 754.4
Pre Petition General
Unsecured Claims
Debt 7.4 1.5
SPE Obligations 8,769.6 1,766.2
Guarantee Obligations 0.0 0.0
Trade & A/P Liabilities 2,646.0 532.9
Other Liabilities 1,918.1 386.3
Intercompany Payables Pre Petition
Enron Power Marketing, Inc. 5,137.1 1,034.6
Enron Natural Gas Marketing Corp. 3,265.5 657.7
Risk Management & Trading Corp. 2,785.4 561.0
Enron National Gas Marketing Corp. 866.0 174.4
Other Debtors 759.7 153.0
Enron MW, L.L.C. 363.2 73.1
New Albany Power I, L.L.C. 131.1 26.4
Fishtail LLC 85.4 17.2
Citrus Corp. 62.9 12.7
Other Non-Debtors 77.7 15.7
------------ -----------------
Total Intercompany Payables 13,534.0 2,725.7
------------ -----------------
Total General Unsecured 26,875.1 5,412.5
Subordinated Claims -- --
------------ -----------------
Total 27,629.6 6,167.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 27,629.6 6,167.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
107
APPENDIX C-I
ENRON OPERATIONS SERVICES CORP. (ETS)
- --------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 21.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 22.8%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 23.9
Directly Held Assets to be Liquidated n.a. 0.8
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. 2.5
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 27.2
Intercompany Post Petition Receivables
from Debtors 0.2 0.2
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 300.0 49.2
Calypso Pipeline, LLC 0.2 0.2
LOA, Inc. 0.2 0.1
Enron North America Corp. 0.1 0.0
Other 0.9 0.0
------------ -----------------
Total 301.4 49.5
Intercompany Receivables from
Non-Debtors
Northern Plains Natural Gas Company 0.9 0.9
Northern Plains Natural Gas Company 0.1 0.1
Transportation Trading Services Company 0.1 0.1
Florida Gas Transmission Company 0.0 0.0
Other 0.2 0.0
------------ -----------------
Total 1.3 1.1
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 78.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.3 0.3
Secured Claims -- --
Priority Claims 3.6 3.6
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative,
Secured & Priority 3.9 3.9
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations 0.0 0.0
Guarantee Obligations -- --
Trade & A/P Liabilities 0.0 0.0
Other Liabilities 0.0 0.0
Intercompany Payables Pre Petition
Enron Transportation Services Company 303.0 69.2
Enron Property & Services Corp. 8.6 2.0
Enron Pipeline Services Company 4.3 1.0
Enron Pipeline Construction Services
Company 3.1 0.7
Other Debtors 2.8 0.6
Houston Pipe Line Operations 1.2 0.3
Pan Border Gas Company 1.1 0.3
Enron Administrative Services Corp. 0.0 0.0
EGEP Services Inc. 0.0 0.0
Other Non-Debtors 0.0 0.0
------------ -----------------
Total Intercompany Payables 324.1 74.1
------------ -----------------
Total General Unsecured 324.2 74.1
Subordinated Claims -- --
------------ -----------------
Total 328.1 78.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 328.1 78.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
108
APPENDIX C-I
ENRON PERMIAN GATHERING INC.
- ----------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 9.0 1.5
Enron Transportation Services Company 0.0 0.0
-- --
-- --
Other -- --
------------ -----------------
Total 9.0 1.5
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 1.5
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
-- --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables -- --
------------ -----------------
Total General Unsecured -- --
Subordinated Claims -- --
------------ -----------------
Total 0.2 0.2
Equity n.a. 1.3
------------ -----------------
Total Allocated - Stand-Alone 0.2 1.5
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
109
APPENDIX C-I
ENRON PIPELINE CONSTRUCTION SERVICES COMPANY
- --------------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND-ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 3.2
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 3.2
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Operations Services Corp. (ETS) 3.1 0.7
Enron Corp. 1.6 0.3
-- --
-- --
Other -- --
------------ -----------------
Total 4.8 1.0
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
Enron Facility Services, Inc. n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 4.1
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Equipment Procurement Company 1.6 1.6
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
-- --
------------ -----------------
Total Intercompany Payables 1.6 1.6
------------ -----------------
Total General Unsecured 1.6 1.6
Subordinated Claims -- --
------------ -----------------
Total 1.7 1.7
Equity n.a. 2.4
------------ -----------------
Total Allocated - Stand-Alone 1.7 4.1
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
110
APPENDIX C-I
ENRON PIPELINE SERVICES COMPANY
- -------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors 0.4 0.2
Intercompany Pre Petition Receivables
from Debtors
Enron Operations Services Corp. (ETS) 4.3 1.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 4.3 1.0
Intercompany Receivables from
Non-Debtors
Integrated Process Technologies,LLC 0.0 0.0
Roadrunner I LLC 0.0 --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 1.2
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims 3.2 1.0
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 3.4 1.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 2.0 --
Intercompany Payables Pre Petition
Enron Corp. 4.7 --
Enron Net Works LLC 0.4 --
Enron Transportation Services Company 0.2 --
Enron Property & Services Corp. 0.2 --
Other Debtors 0.0 --
CGNN Holding Company, Inc. 0.2 --
Northern Border P/L - Prebuild 0.0 --
Houston Pipe Line Operations 0.0 --
Citrus Corp. 0.0 --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 5.7 --
------------ -----------------
Total General Unsecured 7.7 --
Subordinated Claims -- --
------------ -----------------
Total 11.1 1.2
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 11.1 1.2
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
111
APPENDIX C-I
ENRON POWER & INDUSTRIAL CONSTRUCTION COMPANY
- ---------------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND-ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
National Energy Production Corporation 33.4 --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 33.4 --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone --
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -------------------
Administrative Claims (Post Petition) 0.3 --
Secured Claims -- --
Priority Claims 0.1 --
Intercompany Payables Post Petition 9.0 --
------------ -----------------
Total Administrative,
Secured & Priority 9.4 --
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 1.2 --
Other Liabilities 0.0 --
Intercompany Payables Pre Petition
Enron Corp. 15.7 --
Enron Engineering & Construction Company 3.4 --
Enron Power Corp. 0.1 --
Enron Broadband Services, Inc. 0.0 --
Other Debtors 0.0 --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 19.2 --
------------ -----------------
Total General Unsecured 20.4 --
Subordinated Claims -- --
------------ -----------------
Total 29.8 --
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 29.8 --
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
112
APPENDIX C-I
ENRON POWER CORP.
- -----------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 31.2%
PLAN GUARANTEE 28.4%
Stand-Alone General Unsecured 36.5%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 10.7
Directly Held Assets to be Liquidated n.a. 0.4
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 11.1
Intercompany Post Petition Receivables
from Debtors 2.2 1.5
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 257.9 42.3
Enron Asia Pacific/Africa/China LLC 4.5 1.7
Enron Development Corp. 5.4 0.9
LINGTEC Constructors L.P. 0.2 0.0
Other 0.1 0.0
------------ -----------------
Total 268.0 45.0
Intercompany Receivables from
Non-Debtors
Enron Power Corp. - U.S. 19.3 8.3
Enron Europe L.L.C. 45.5 4.6
Enron Power Operating Company 8.0 2.2
Enron Equipment Installation Company 3.5 0.7
Other 0.4 0.1
------------ -----------------
Total 76.7 15.9
Equity / Preferred Equity Interests
in Affiliates
Enron Subic Power Corp. n.a. 0.3
Enron Power Holdings B.V. n.a. 0.2
Enron Pipeline Construction - India,
Limited Partnership n.a. --
Enron Power Operating Company n.a. --
Other n.a. --
-----------------
Total 0.5
-----------------
Total Allocated - Stand-Alone 74.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 5.2 5.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 5.2 5.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations 27.6 10.0
Trade & A/P Liabilities 0.1 0.0
Other Liabilities 6.0 2.2
Intercompany Payables Pre Petition
Enron North America Corp. 65.3 23.8
Enron Engineering & Construction Company 49.1 17.9
Superior Construction Company 1.0 0.4
Enron Property & Services Corp. 0.2 0.1
Other Debtors 0.2 0.1
Enron Power Construction Company 27.3 10.0
ECT Europe, Inc. 11.9 4.3
Enron Export Sales Ltd. 0.0 0.0
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 155.0 56.5
------------ -----------------
Total General Unsecured 188.6 68.8
Subordinated Claims -- --
------------ -----------------
Total 193.9 74.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 193.9 74.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
113
APPENDIX C-I
ENRON POWER MARKETING, INC.
- ---------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 22.6%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 24.2%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 786.1
Directly Held Assets to be Liquidated n.a. 23.7
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. 309.6
--------
Total Directly Held Assets 1,119.4
Intercompany Post Petition Receivables
from Debtors 232.0 232.0
Intercompany Pre Petition Receivables
from Debtors
Enron North America Corp. 5,137.1 1,034.6
Enron Energy Services, Inc. 97.2 19.3
Enron Energy Marketing Corp. 36.4 9.5
Enron Gas Liquids, Inc. 1.9 0.1
Other 0.3 0.1
------------ -----------------
Total 5,272.8 1,063.6
Intercompany Receivables from
Non-Debtors
Enron Canada Corp. 0.6 0.6
Enron Canada Corp. 0.0 0.0
Enron California Municipal Services, Inc. 0.0 0.0
Enron California Municipal Services, Inc. 0.0 0.0
Other -- --
------------ -----------------
Total 0.6 0.6
Equity / Preferred Equity Interests
in Affiliates
Enron Power Northwest Co., a division
of EPMI n.a. --
Enron Power Pacific Co., a division of
EPMI n.a. --
Enron Power Oregon Co., a division of
EPMI n.a. --
Enron Power Washington Co., a division
of EPMI n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 2,415.7
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 69.8 69.8
Secured Claims -- --
Priority Claims 18.4 18.4
Intercompany Payables Post Petition 74.6 74.6
------------ -----------------
Total Administrative,
Secured & Priority 162.8 162.8
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations 72.2 17.5
Guarantee Obligations -- --
Trade & A/P Liabilities 1,087.2 262.8
Other Liabilities 1,500.6 362.7
Intercompany Payables Pre Petition
Enron Corp. 4,759.9 1,150.6
Risk Management & Trading Corp. 1,883.3 455.3
Enron Net Works LLC 1.5 0.4
EnronOnLine, LLC 1.0 0.2
Other Debtors -- --
New Albany Power I, L.L.C. 10.7 2.6
Enron Sandhill Limited Partnership 3.0 0.7
Portland General Electric Company 0.3 0.1
Enron Compression Services Company 0.2 0.0
Other Non-Debtors 0.2 0.1
------------ -----------------
Total Intercompany Payables 6,660.2 1,609.9
------------ -----------------
Total General Unsecured 9,320.2 2,253.0
Subordinated Claims -- --
------------ -----------------
Total 9,483.0 2,415.7
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 9,483.0 2,415.7
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
114
APPENDIX C-I
ENRON PROCESSING PROPERTIES, INC.
- ---------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone --
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 --
Secured Claims 0.0 --
Priority Claims -- --
Intercompany Payables Post Petition 0.0 --
------------ -----------------
Total Administrative,
Secured & Priority 0.3 --
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.9 --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Corp. 0.8 --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.8 --
------------ -----------------
Total General Unsecured 1.7 --
Subordinated Claims -- --
------------ -----------------
Total 2.0 --
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 2.0 --
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
115
APPENDIX C-I
ENRON PROPERTY & SERVICES CORP.
- --------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 7.6%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 2.6%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.3
Directly Held Assets to be Liquidated n.a. 0.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.3
Intercompany Post Petition Receivables
from Debtors 20.4 20.0
Intercompany Pre Petition Receivables
from Debtors
Enron Broadband Services, Inc. 51.7 4.7
Enron Energy Services Operations, Inc. 31.1 4.6
Enron Operations Services Corp. (ETS) 8.6 2.0
Enron Engineering & Construction Company 11.8 1.9
Other 38.3 6.0
------------ -----------------
Total 141.5 19.3
Intercompany Receivables from
Non-Debtors
CGNN Holding Company, Inc. 1.3 1.3
Transwestern Pipeline Company 0.9 0.9
Northern Plains Natural Gas Company 0.4 0.4
Florida Gas Transmission Company 0.4 0.4
Other 8.4 1.6
------------ -----------------
Total 11.4 4.6
Equity / Preferred Equity Interests
in Affiliates
Enron Northwest Finance, LLC n.a. 0.7
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total 0.7
-----------------
Total Allocated - Stand-Alone 44.9
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 3.8 3.8
Secured Claims 2.5 2.5
Priority Claims 2.2 2.2
Intercompany Payables Post Petition 23.5 23.5
------------ -----------------
Total Administrative,
Secured & Priority 31.9 31.9
Pre Petition General
Unsecured Claims
Debt 0.0 0.0
SPE Obligations 232.4 6.1
Guarantee Obligations -- --
Trade & A/P Liabilities 8.8 0.2
Other Liabilities 82.5 2.2
Intercompany Payables Pre Petition
Enron Corp. 170.5 4.5
-- --
-- --
-- --
Other Debtors -- --
Affiliated Building Services, Inc. 0.1 0.0
ECT Investments, Inc. 0.0 0.0
Enron Northwest Finance, LLC 0.0 0.0
-- --
Other Non-Debtors 0.0 0.0
------------ -----------------
Total Intercompany Payables 170.6 4.5
------------ -----------------
Total General Unsecured 494.3 13.0
Subordinated Claims -- --
------------ -----------------
Total 526.2 44.9
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 526.2 44.9
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
116
APPENDIX C-I
ENRON RENEWABLE ENERGY CORP.
- ----------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 9.4%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 5.3%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.0
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Smith Street Land Company 147.9 15.9
Enron Caribbean Basin LLC 0.1 0.0
-- --
-- --
Other -- --
------------ -----------------
Total 148.0 16.0
Intercompany Receivables from
Non-Debtors
Spotted Holdings LP 0.0 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Equity / Preferred Equity Interests
in Affiliates
Enron Solar Energy, Inc. n.a. 1.7
EREC Subsidiary V, LLC (f/k/a Enron Wind Corp.) n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total 1.7
-----------------
Total Allocated - Stand-Alone 17.7
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.8 0.8
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative Secured & Priority 0.8 0.8
Pre Petition General Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 4.0 0.2
Intercompany Payables Pre Petition
Enron Corp. 199.4 10.6
EREC Subsidiary V, LLC (f/k/a Enron Wind Corp.) 77.7 4.1
EREC Subsidiary I, LLC (f/k/a Enron Wind Systems) 4.5 0.2
Enron Property & Services Corp. 0.4 0.0
Other Debtors 0.6 0.0
Enron Solar Energy, Inc. 31.4 1.7
Enron America do Sul Ltda. 0.0 0.0
Zond Constructors II, Inc. 0.0 0.0
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 313.9 16.7
------------ -----------------
Total General Unsecured 317.9 16.9
Subordinated Claims -- --
------------ -----------------
Total 318.7 17.7
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 318.7 17.7
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
117
APPENDIX C-I
ENRON RESERVE ACQUISITION CORP.
- -------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 22.8%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 24.4%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 27.5
Directly Held Assets to be Liquidated n.a. 1.7
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. 30.1
-----------------
Total Directly Held Assets 59.2
Intercompany Post Petition Receivables
from Debtors 8.6 8.6
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 182.4 29.9
Enron Energy Services Operations, Inc. 0.0 0.0
-- --
-- --
Other -- --
------------ -----------------
Total 182.4 29.9
Intercompany Receivables from
Non-Debtors
Enron Administrative Services Corp. 41.2 41.2
Enron Administrative Services Corp. 2.1 2.1
-- --
-- --
Other -- --
------------ -----------------
Total 43.3 43.3
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 141.1
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 4.0 4.0
Secured Claims 0.2 0.2
Priority Claims 2.7 2.7
Intercompany Payables Post Petition 27.6 27.6
------------ -----------------
Total Administrative,
Secured & Priority 34.5 34.5
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations 136.7 33.3
Guarantee Obligations -- --
Trade & A/P Liabilities 16.9 4.1
Other Liabilities 154.5 37.7
Intercompany Payables Pre Petition
Risk Management & Trading Corp. 71.9 17.5
Enron North America Corp. 56.3 13.7
Enron Net Works LLC 0.3 0.1
Enron North America Corp. 0.2 0.0
Other Debtors 0.3 0.1
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 129.0 31.5
------------ -----------------
Total General Unsecured 437.1 106.6
Subordinated Claims -- --
------------ -----------------
Total 471.5 141.1
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 471.5 141.1
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
118
APPENDIX C-I
ENRON SOUTH AMERICA LLC
- -----------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 25.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 28.6%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 17.7
Directly Held Assets to be Liquidated n.a. 0.5
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. 17.3
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 35.5
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron North America Corp. 17.2 3.5
Enron Development Funding Ltd. 6.1 1.2
Enron Caribbean Basin LLC 5.8 0.9
Enron Engineering & Construction Company 5.0 0.8
Other 5.1 0.5
------------ -----------------
Total 39.1 6.9
Intercompany Receivables from
Non-Debtors
Enron America do Sul Ltda. 2.6 2.6
Enron International Bolivia Holdings Ltd. 5.9 1.5
Enron (Bolivia) C.V. 1.2 1.2
Enron Transportadora Holdings Ltd. 0.9 0.9
Other 58.6 1.8
------------ -----------------
Total 69.2 8.0
Equity / Preferred Equity Interests
in Affiliates
Enron Transportadora Holdings Ltd. n.a. 42.8
Bolivia Holdings Ltd. n.a. 12.5
Enron Brazil Energy Investments Ltd. n.a. 3.4
Southern Cone Gas Ltd. n.a. 1.1
Other n.a. 0.0
-----------------
Total 59.8
-----------------
Total Allocated - Stand-Alone 110.2
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -------------------
Administrative Claims (Post Petition) 0.4 0.4
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.4 0.4
Pre Petition General Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.1 0.0
Other Liabilities 0.0 0.0
Intercompany Payables Pre Petition
Atlantic Commercial Finance, Inc. 144.2 41.3
Enron Corp. 140.9 40.3
Enron Development Corp. 50.8 14.5
Enron Expat Services Inc. 14.3 4.1
Other Debtors 18.1 5.2
Enron Brazil Energy Investments Ltd. 12.0 3.4
GasOriente Boliviano Ltda. 1.2 0.3
Enron Brazil Services Ltd. 0.8 0.2
Enron Transredes Services L.L.C. 0.6 0.2
Other Non-Debtors 0.7 0.2
------------ -----------------
Total Intercompany Payables 383.6 109.8
------------ -----------------
Total General Unsecured 383.7 109.8
Subordinated Claims -- --
------------ -----------------
Total 384.1 110.2
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 384.1 110.2
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
119
APPENDIX C-I
ENRON TELECOMMUNICATIONS, INC.
- -----------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors 0.0 0.0
Intercompany Pre Petition Receivables
from Debtors
Euron Broadband Services, Inc. 0.0 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Intercompany Receivables from
Non-Debtors
Enron Facility Services, Inc. -- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims 0.2 0.0
Secured Claims -- --
Priority Claims 0.0 --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.0
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 0.0 --
Intercompany Payables Pre Petition
Enron Corp. 0.0 --
-- --
-- --
-- --
Other Debtors -- --
Enron Administrative Services Corp. 0.0 --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.0 --
------------ -----------------
Total General Unsecured 0.0 --
Subordinated Claims -- --
------------ -----------------
Total 0.2 0.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 0.2 0.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
120
APPENDIX C-I
ENRON TRAILBLAZER PIPELINE COMPANY
- ----------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.3
Directly Held Assets to be Liquidated n.a. 0.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.3
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 26.8 4.4
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 26.8 4.4
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
Trailblazer Pipeline Company (general
partnership) n.a. --
Enron Trailblazer, L.L.C. n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 4.7
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.3 0.3
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.3 0.3
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables -- --
------------ -----------------
Total General Unsecured -- --
Subordinated Claims -- --
------------ -----------------
Total 0.3 0.3
Equity n.a. 4.3
------------ -----------------
Total Allocated - Stand-Alone 0.3 4.7
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
121
APPENDIX C-I
ENRON TRANSPORTATION SERVICES COMPANY
- -------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.5
Directly Held Assets to be Liquidated n.a. 0.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. 1.9
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 2.4
Intercompany Post Petition Receivables
from Debtors 0.3 0.2
Intercompany Pre Petition Receivables
from Debtors
Enron North America Corp. 440.9 88.8
Enron Operations Services Corp. (ETS) 303.0 69.2
Enron Development Corp. 406.1 68.7
Enron Corp. 174.1 28.6
Other 0.6 0.0
------------ -----------------
Total 1,324.6 255.3
Intercompany Receivables from
Non-Debtors
ECT Investments Holding Corp. 11.0 11.0
ECT Investing Partners, L.P. 1.2 1.2
EOTT Energy Corp. 1.6 0.3
Florida Gas Transmission Company 0.2 0.2
Other 0.1 0.0
------------ -----------------
Total 14.1 12.8
Equity / Preferred Equity Interests
in Affiliates
Transwestern Holding Company, Inc. n.a. 581.0
CGNN Holding Company, Inc. n.a. 333.6
ECT Investing Partners, L.P. n.a. 25.3
Transwestern Gathering Company n.a. 10.2
Other n.a. 5.3
-----------------
Total 955.5
-----------------
Total Allocated - Stand-Alone 1,226.1
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 15.5 15.5
Secured Claims -- --
Priority Claims 0.2 0.2
Intercompany Payables Post Petition 26.0 26.0
------------ -----------------
Total Administrative,
Secured & Priority 41.6 41.6
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations 51.6 51.6
Guarantee Obligations -- --
Trade & A/P Liabilities 0.1 0.1
Other Liabilities 0.0 0.0
Intercompany Payables Pre Petition
Enron Liquid Services Corp. 5.9 5.9
Enron Permian Gathering Inc. 0.0 0.0
Operational Energy Corp. 0.0 0.0
Enron Machine and Mechanical Services, Inc. 0.0 0.0
Other Debtors 0.0 0.0
CGNN Holding Company, Inc. 1.0 1.0
Northern Plains Natural Gas Company 0.2 0.2
Transportation Trading Services Company 0.1 0.1
Enron Operations, L.P. 0.0 0.0
Other Non-Debtors 0.0 0.0
------------ -----------------
Total Intercompany Payables 7.3 7.3
------------ -----------------
Total General Unsecured 59.0 59.0
Subordinated Claims -- --
------------ -----------------
Total 100.6 100.6
Equity n.a. 1,125.5
------------ -----------------
Total Allocated - Stand-Alone 100.6 1,226.1
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
122
APPENDIX C-I
ENRON VENTURES CORP.
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 14.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 12.8%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. 1.5
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 1.5
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron North America Corp. 0.1 0.0
San Juan Gas Company, Inc. 1.1 --
-- --
-- --
Other -- --
------------ -----------------
Total 1.2 0.0
Intercompany Receivables from
Non-Debtors
JSB Asset, L.L.C. 35.3 23.2
Enron Americas Energy Services, Inc. 0.4 0.0
Enron Property Management Corp. 0.0 0.0
-- --
Other -- --
------------ -----------------
Total 35.7 23.2
Equity / Preferred Equity Interests
in Affiliates
Enron Nuclear Services Corp. n.a. 0.0
KGB, L.L.C. n.a. 0.0
Enron Clean Fuels (div. of Enron
Ventures Corp.) n.a. --
n.a. --
Other n.a. --
-----------------
Total 0.0
-----------------
Total Allocated - Stand-Alone 24.7
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims 1.5 1.5
Priority Claims -- --
Intercompany Payables Post Petition 0.9 0.9
------------ -----------------
Total Administrative,
Secured & Priority 2.6 2.6
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations 74.0 9.5
Guarantee Obligations -- --
Trade & A/P Liabilities 0.0 0.0
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Corp. 98.9 12.6
-- --
-- --
-- --
Other Debtors -- --
KGB, L.L.C. 0.0 0.0
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 98.9 12.6
------------ -----------------
Total General Unsecured 173.0 22.1
Subordinated Claims -- --
------------ -----------------
Total 175.6 24.7
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 175.6 24.7
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
123
APPENDIX C-I
ENRON WARPSPEED SERVICES, INC.
- ------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron corp. 1.2 0.2
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 1.2 0.2
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.2
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 --
Secured Claims 0.4 0.2
Priority Claims 0.0 --
Intercompany Payables Post Petition 0.0 --
------------ -----------------
Total Administrative,
Secured & Priority 0.6 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 1.5 --
Intercompany Payables Pre Petition
Enron Broadband Services, Inc. 8.1 --
Enron Communications Leasing Corp. 0.5 --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 8.7 --
------------ -----------------
Total General Unsecured 10.1 --
Subordinated Claims -- --
------------ -----------------
Total 10.7 0.2
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 10.7 0.2
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
124
APPENDIX C-I
ENRON WIND CONSTRUCTORS CORP.
- -----------------------------
PLEASE SEE ASSET, LIABILITY AND RECOVERY INFORMATION FOR EREC SUBSIDIARY II, LLC
125
APPENDIX C-I
ENRON WIND CORP.
- ----------------
PLEASE SEE ASSET, LIABILITY AND RECOVERY INFORMATION FOR EREC SUBSIDIARY V, LLC
126
APPENDIX C-I
ENRON WIND DEVELOPMENT CORP.
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.3%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 99.4%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 74.3
Directly Held Assets to be Liquidated n.a. 36.5
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
Total Directly Held Assets 110.7
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
EREC Subsidiary V, LLC (f/k/a Enron Wind
Corp.) 88.3 44.4
EREC Subsidiary III, LLC (f/k/a Enron Wind
Energy Sys 1.8 1.4
Enron Wind Lake Benton LLC 0.0 0.0
Zond Minnesota Construction Company LLC 0.0 0.0
Other 0.0 --
------------ -----------------
Total 90.1 45.9
Intercompany Receivables from
Non-Debtors
Enron Wind Cabazon LLC 0.0 0.0
Enron Wind Palm Springs LLC 0.0 0.0
Enron Wind Lake Benton II LLC 3.2 --
Enron Wind Indian Mesa III LLC 0.1 --
Other 0.0 --
------------ -----------------
Total 3.3 0.0
Equity / Preferred Equity Interests
in Affiliates
Enron Wind Cabazon Funding LLC n.a. 0.1
Indian Mesa Power Partners III LP n.a. --
Zond Iowa Development Corporation n.a. --
Zond Palm Springs Development Corporation n.a. --
Other n.a. --
-----------------
Total 0.1
-----------------
Total Allocated - Stand-Alone 156.7
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 7.9 7.9
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.1 0.1
------------ -----------------
Total Administrative,
Secured & Priority 8.0 8.0
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.1 0.1
Other Liabilities 4.3 4.2
Intercompany Payables Pre Petition
EREC Subsidiary I, LLC (f/k/a/ Enron
Wind Systems 110.8 110.1
EREC Subsidiary II, LLC (f/k/a Enron
Wind Constr 32.4 32.2
ZWHC LLC 0.3 0.3
Enron Corp. 0.0 0.0
Other Debtors -- --
Enron Wind International Holding Corp. 1.7 1.7
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 145.2 144.3
------------ -----------------
Total General Unsecured 149.5 148.6
Subordinated Claims -- --
------------ -----------------
Total 157.6 156.7
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 157.6 156.7
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
127
APPENDIX C-I
ENRON WIND ENERGY SYSTEMS CORP.
- -------------------------------
PLEASE SEE ASSET, LIABILITY AND RECOVERY INFORMATION
FOR EREC SUBSIDIARY III, LLC
128
APPENDIX C-I
ENRON WIND LAKE BENTON LLC
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 27.4%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 31.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
EREC Subsidiary V, LLC (f/k/a Enron Wind
Corp.) 1.8 0.9
EREC Subsidiary I, LLC (f/k/a Enron Wind
Systems, Inc 0.1 0.0
Zond Minnesota Construction Company LLC 0.5 0.0
-- --
Other -- --
------------ -----------------
Total 2.3 0.9
Intercompany Receivables from
Non-Debtors
Lake Benton Power Partners L.L.C. 0.1 0.0
Lake Benton Power Associates LLC 0.1 0.0
-- --
-- --
Other -- --
------------ -----------------
Total 0.2 0.0
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 1.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
EREC Subsidiary III, LLC (f/k/a Enron
Wind Energy 2.4 0.7
Enron Corp. 0.1 0.0
Enron Wind Development Corp. 0.0 0.0
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 2.5 0.8
------------ -----------------
Total General Unsecured 2.5 0.8
Subordinated Claims -- --
------------ -----------------
Total 2.7 1.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 2.7 1.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
129
APPENDIX C-I
- ------------
ENRON WIND MAINTENANCE CORP.
- ----------------------------
PLEASE SEE ASSET, LIABILITY AND RECOVERY INFORMATION FOR EREC SUBSIDIARY IV, LLC
130
APPENDIX C-I
ENRON WIND STORM LAKE I LLC
- ---------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
EREC Subsidiary V, LLC (f/k/a Enron Wind
Corp.) 0.2 0.1
EREC Subsidiary I, LLC (f/k/a Enron Wind
Systems, Inc 0.1 0.1
Enron Corp. 0.1 0.0
-- --
Other -- --
------------ -----------------
Total 0.4 0.2
Intercompany Receivables from
Non-Debtors
Enron Facility Services, Inc. -- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
Storm Lake Power Partners I LLC n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.2
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative, Secured & Priority 0.2 0.2
Pre Petition General Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
EREC Subsidiary II, LLC (f/k/a Enron Wind
Constr 0.9 --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
Other Non-Debtors -- --
-- --
------------ -----------------
Total Intercompany Payables 0.9 --
------------ -----------------
Total General Unsecured 0.9 --
Subordinated Claims -- --
------------ -----------------
Total 1.1 0.2
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 1.1 0.2
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
131
APPENDIX C-I
ENRON WIND STORM LAKE II LLC
- ----------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND-ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
Storm Lake II Power Associates LLC 2.1 --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 2.1 --
Equity / Preferred Equity Interests
in Affiliates
Storm Lake II Power Associates LLC n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone --
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 --
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 --
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
EREC Subsidiary I, LLC (f/k/a Enron Wind Systems 1.7 --
EREC Subsidiary V, LLC (f/k/a Enron Wind Corp.) 0.2 --
Enron Corp. 0.0 --
Enron Wind Development Corp. 0.0 --
Other Debtors 0.0 --
-- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 1.9 --
------------ -----------------
Total General Unsecured 1.9 --
Subordinated Claims -- --
------------ -----------------
Total 2.1 --
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 2.1 --
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
132
APPENDIX C-I
ENRON WIND SYSTEMS, INC.
- ------------------------
PLEASE SEE ASSET, LIABILITY AND RECOVERY INFORMATION FOR EREC SUBSIDIARY I, LLC
133
APPENDIX C-I
ENRONONLINE, LLC
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 16.5%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 15.4%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. 0.2
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.2
Intercompany Post Petition Receivables
from Debtors 2.5 2.1
Intercompany Pre Petition Receivables
from Debtors
Enron North America Corp. 8.5 1.7
Enron Power Marketing, Inc. 1.0 0.2
Enron Capital & Trade Resources
International Corp. 0.6 0.2
Enron Broadband Services, Inc. 0.5 0.0
Other 5.0 0.0
------------ -----------------
Total 15.5 2.2
Intercompany Receivables from
Non-Debtors
Transwestern Pipeline Company 0.1 0.1
DealBench L.L.C. 0.0 0.0
CommodityLogic LLC 0.0 0.0
-- --
Other -- --
------------ -----------------
Total 0.1 0.1
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 4.6
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims 0.3 0.3
Secured Claims 0.1 0.1
Priority Claims -- --
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative,
Secured & Priority 0.4 0.4
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.4 0.1
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Net Works LLC 15.5 2.4
Enron Corp. 10.0 1.6
Enron Property & Services Corp. 0.6 0.1
Enron Caribbean Basin LLC 0.0 0.0
Other Debtors -- --
Enron Administrative Services Corp. 0.6 0.1
Enron Australia Pty Limited 0.0 0.0
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 26.8 4.1
------------ -----------------
Total General Unsecured 27.2 4.2
Subordinated Claims -- --
------------ -----------------
Total 27.6 4.6
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 27.6 4.6
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
134
APPENDIX C-I
EREC SUBSIDIARY I, LLC (F/K/A ENRON WIND SYSTEMS, INC.)
- -------------------------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 45.5%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 56.9%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 10.5
Directly Held Assets to be Liquidated n.a. 62.8
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 73.3
Intercompany Post Petition Receivables
from Debtors 4.1 4.0
Intercompany Pre Petition Receivables
from Debtors
Enron Wind Development Corp. 110.8 110.1
EREC Subsidiary II, LLC (f/k/a Enron
Wind Constructor 191.1 79.3
Enron Renewable Energy Corp. 4.5 0.2
Enron Wind Storm Lake II LLC 1.7 --
Other 0.5 --
------------ ----------------
Total 308.6 189.6
Intercompany Receivables from
Non-Debtors
Enron Wind International Holding Corp. 1.7 1.7
Victory Garden LLC 0.2 0.2
Zond Iowa Development Corporation 0.6 0.0
Enron Wind Cabazon LLC 0.0 0.0
Other 0.6 0.0
------------ ----------------
Total 3.1 1.9
Equity / Preferred Equity Interests
in Affiliates
Sky River LLC n.a. 3.0
Zond Windsystems Management Corporation IV n.a. 1.2
Victory Garden LLC n.a. 1.2
Zond Windsystems Management Corporation V n.a. 1.0
Other n.a. 2.2
----------------
Total 8.5
-----------------
Total Allocated - Stand-Alone 277.4
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -------------------
Administrative Claims (Post Petition) 15.3 15.3
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 13.0 13.0
------------ -----------------
Total Administrative,
Secured & Priority 28.2 28.2
Pre Petition General
Unsecured Claims
Debt 0.0 0.0
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.9 0.5
Other Liabilities 1.5 0.9
Intercompany Payables Pre Petition
EREC Subsidiary V, LLC (f/k/a
Enron Wind Corp.) 215.1 122.4
EREC Subsidiary III, LLC
(f/k/a Enron Wind Energy 208.9 118.8
Zond Minnesota Construction Company LLC 1.7 1.0
EREC Subsidiary IV, LLC
(f/k/a Enron Wind Maint 0.3 0.1
Other Debtors 0.4 0.2
Zond Windsystems Management
Corporation IV 2.1 1.2
Zond Windsystems Management
Corporation V 1.7 1.0
Zond Windsystems Management
Corporation 1.4 0.8
Zond Windsystems Management
Corporation III 1.4 0.8
Other Non-Debtors 2.1 1.2
------------ -----------------
Total Intercompany Payables 435.1 247.5
------------ -----------------
Total General Unsecured 437.5 248.9
Subordinated Claims -- --
------------ -----------------
Total 465.7 277.1
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 465.7 277.1
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
135
APPENDIX C-I
EREC Subsidiary II, LLC (f/k/a Enron Wind Constructors Corp.)
- -------------------------------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 34.8%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 41.5%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 10.2
Directly Held Assets to be Liquidated n.a. 0.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 10.2
Intercompany Post Petition Receivables
from Debtors 0.2 0.2
Intercompany Pre Petition Receivables
from Debtors
EREC Subsidiary V, LLC (f/k/a Enron Wind Corp.) 171.3 86.2
Enron Wind Development Corp. 32.4 32.2
Zond Minnesota Construction Company LLC 1.5 0.0
Enron Wind Storm Lake I LLC 0.9 --
Other -- --
------------ -----------------
Total 206.2 118.5
Intercompany Receivables from
Non-Debtors
Enron Wind International Holding Corp. 0.0 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Equity / Preferred Equity Interests
in Affiliates
Zond Constructors II n.a. 0.0
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total 0.0
-----------------
Total Allocated - Stand-Alone 128.9
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 2.3 2.3
Secured Claims -- --
Priority Claims 0.5 0.5
Intercompany Payables Post Petition 8.0 8.0
------------ -----------------
Total Administrative,
Secured & Priority 10.8 10.8
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.2 0.1
Other Liabilities 75.0 31.1
Intercompany Payables Pre Petition
EREC Subsidiary I, LLC (f/k/a Enron Wind Systems 191.1 79.3
EREC Subsidiary III, LLC (f/k/a Enron Wind Energy 17.4 7.2
ZWHC LLC 0.4 0.2
Enron Corp. 0.0 0.0
Other Debtors -- --
Zond Constructors II, Inc. 0.0 0.0
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 209.0 86.7
------------ -----------------
Total General Unsecured 284.2 117.9
Subordinated Claims -- --
------------ -----------------
Total 295.0 128.7
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 295.0 128.7
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
136
m APPENDIX C-I
EREC SUBSIDIARY III, LLC (F/K/A ENRON WIND ENERGY SYSTEMS CORP.)
- -----------------------------------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 62.1%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 80.5%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 77.9
Directly Held Assets to be Liquidated n.a. 0.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 77.9
Intercompany Post Petition Receivables
from Debtors 5.6 5.6
Intercompany Pre Petition Receivables
from Debtors
EREC Subsidiary I, LLC (F/K/A Enron Wind
Systems, Inc 208.9 118.8
EREC Subsidiary II, LLC (F/K/A Enron Wind
Constructor 17.4 7.2
Enron Wind Lake Benton LLC 2.4 0.7
-- --
Other -- --
------------ -----------------
Total 228.7 126.8
Intercompany Receivables from
Non-Debtors
Enron Wind International Holding Corp. 0.1 0.1
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.1 0.1
Equity / Preferred Equity Interests
in Affiliates
Zond International Sales Corporation n.a. --
EREC Subsidiary IV, LLC (f/k/a Enron Wind
Maintenan n.a. --
EREC Subsidiary II, LLC (f/k/a Enron Wind
Constructor n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 210.4
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims 1.5 1.5
Secured Claims -- --
Priority Claims 0.0 0.0
Intercompany Payables Post Petition 2.7 2.7
------------ -----------------
Total Administrative, Secured & Priority 4.2 4.2
Pre Petition General Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 1.0 0.8
Other Liabilities -- --
Intercompany Payables Pre Petition
EREC Subsidiary V, LLC (f/k/a Enron Wind Corp.) 252.8 203.6
Enron Wind Development Corp. 1.8 1.4
ZWHC LLC 0.2 0.2
Enron Corp. 0.0 0.0
Other Debtors -- --
-- --
-- --
Other Non-Debtors -- --
-- --
------------ -----------------
Total Intercompany Payables 254.8 205.2
------------ -----------------
Total General Unsecured 255.8 206.0
Subordinated Claims -- --
------------ -----------------
Total 260.0 210.2
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 260.0 210.2
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
137
APPENDIX C-I
EREC SUBSIDIARY IV, LCC (f/k/a ENRON WIND MAINTENANCE CORP.)
- ------------------------------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.4
Directly Held Assets to be Liquidated n.a. 0.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.4
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
EREC Subsidiary I, LLC (f/k/a Enron Wind
Systems, Inc 0.3 0.1
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.3 0.1
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
Zond Victory Garden Phase IV Maintenance
Corporation n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.5
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 1.2 0.4
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.1 0.0
------------ -----------------
Total Administrative,
Secured & Priority 1.3 0.4
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.3 --
Other Liabilities 26.2 --
Intercompany Payables Pre Petition
EREC Subsidiary V, LLC (f/k/a Enron
Wind Corp.) 0.4 --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.4 --
------------ -----------------
Total General Unsecured 26.9 --
Subordinated Claims -- --
------------ -----------------
Total 28.2 0.4
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 28.2 0.4
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
138
APPENDIX C-I
EREC SUBSIDIARY V, LLC (F/K/A ENRON WIND CORP.)
- -----------------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 40.9%
PLAN GUARANTEE 38.1%
Stand-Alone General Unsecured 50.3%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 37.7
Directly Held Assets to be Liquidated n.a. 11.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 48.7
Intercompany Post Petition Receivables
from Debtors 8.9 8.9
Intercompany Pre Petition Receivables
from Debtors
EREC Subsidiary III, LLC (f/k/a Enron
Wind Energy Sys 252.8 203.6
EREC Subsidiary I, LLC (f/k/a Enron
Wind Systems, Inc 215.1 122.4
Enron Renewable Energy Corp. 77.7 4.1
Risk Management & Trading Corp. 0.1 0.1
Other 1.9 0.0
------------ -----------------
Total 547.6 330.1
Intercompany Receivables from
Non-Debtors
Enron Wind GmbH 20.2 4.5
Enron Wind Development Holdings B.V. 0.2 0.2
Enron Wind GmbH 0.2 0.0
Zond Windsystems Management
Corporation IV 0.0 0.0
Other 69.0 0.0
------------ -----------------
Total 89.6 4.8
Equity / Preferred Equity Interests
in Affiliates
Enron Wind International Holding Corp. n.a. 12.3
IWECO S.A. (Interwind Aeolian Energy
Corporation S.A n.a. --
X2Y2 Corporation n.a. --
Iweco Chonos Crete S.A. n.a. --
Other n.a. --
-----------------
Total 12.3
-----------------
Total Allocated - Stand-Alone 404.8
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 34.1 34.1
Secured Claims 0.1 0.1
Priority Claims 0.3 0.3
Intercompany Payables Post Petition 9.5 9.5
------------ -----------------
Total Administrative,
Secured & Priority 44.2 44.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations 145.0 73.0
Trade & A/P Liabilities 1.1 0.5
Other Liabilities 52.5 26.4
Intercompany Payables Pre-Petition
Enron Corp. 244.5 123.0
EREC Subsidiary II, LLC (f/k/a Enron
Wind Constru 171.3 86.2
Enron Wind Development Corp. 88.3 44.4
Enron Wind Lake Benton LLC 1.8 0.9
Other Debtors 1.1 0.5
Enron Wind International Holding Corp. 8.1 4.1
Victory Garden LLC 0.6 0.3
Enron Wind Cabazon Funding LLC 0.2 0.1
Zond Iowa Development Corporation 0.0 0.0
Other Non-Debtors 0.0 0.0
------------ -----------------
Total Intercompany Payables 515.8 259.5
------------ -----------------
Total General Unsecured 714.4 359.5
Subordinated Claims -- --
------------ -----------------
Total 758.6 403.6
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 758.6 403.6
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
139
APPENDIX C-I
ET POWER 3 LLC
- --------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
Mesquite Holdings B.V. n.a. 81.1
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total 81.1
-----------------
Total Allocated - Stand-Alone 81.1
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
-- --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables -- --
------------ -----------------
Total General Unsecured -- --
Subordinated Claims -- --
------------ -----------------
Total 0.2 0.2
Equity n.a. 80.9
------------ -----------------
Total Allocated - Stand-Alone 0.2 81.1
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
140
APPENDIX C-I
GARDEN STATE PAPER COMPANY, LLC
- -------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 8.0
Directly Held Assets to be Liquidated n.a. 0.2
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. 0.2
-----------------
Total Directly Held Assets 8.5
Intercompany Post Petition Receivables
from Debtors 2.0 2.0
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
Other -- --
-- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
Compagnie Papiers Stadacona 0.5 0.5
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.5 0.5
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 11.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 7.8 4.1
Secured Claims 1.8 1.8
Priority Claims 0.9 --
Intercompany Payables Post Petition 9.6 5.1
------------ -----------------
Total Administrative,
Secured & Priority 20.1 11.0
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 23.9 --
Other Liabilities 4.6 --
Intercompany Payables Pre Petition
Risk Management & Trading Corp. 8.2 --
Enron North America Corp. 6.0 --
Enron Corp. 4.5 --
Enron Corp. 4.4 --
Other Debtors 0.0 --
-- --
-- --
-- --
Other Non-Debtors -- --
-- --
------------ -----------------
Total Intercompany Payables 23.1 --
------------ -----------------
Total General Unsecured 51.7 --
Subordinated Claims -- --
------------ -----------------
Total 71.8 11.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 71.8 11.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
141
APPENDIX C-I
GREEN POWER PARTNERS I LLC
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 48.4%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 61.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.7
Directly Held Assets to be Liquidated n.a. 0.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.7
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Energy Services, Inc. 0.1 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.1 0.0
Intercompany Receivables from
Non-Debtors
Zond Panaero Windsystem Partners I 0.0 --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.7
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.6 0.6
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative,
Secured & Priority 0.6 0.6
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.0 0.0
Other Liabilities 0.0 0.0
Intercompany Payables Pre Petition
ZWHC LLC 0.1 0.1
-- --
-- --
-- --
Other Debtors -- --
Zond Windsystem Partners, Ltd. Series 85-C 0.1 0.0
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.1 0.1
------------ -----------------
Total General Unsecured 0.2 0.1
Subordinated Claims -- --
------------ -----------------
Total 0.8 0.7
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 0.8 0.7
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
142
APPENDIX C-I
INTRATEX GAS COMPANY
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
Enron Facility Services, Inc. n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone --
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 4.6 --
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.0 --
------------ -----------------
Total Administrative,
Secured & Priority 4.6 --
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 6.5 --
Other Liabilities 417.2 --
Intercompany Payables Pre Petition
Enron Corp. 35.7 --
Enron Net Works LLC 0.0 --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 35.7 --
------------ -----------------
Total General Unsecured 459.4 --
Subordinated Claims -- --
------------ -----------------
Total 464.0 --
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 464.0 --
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
143
APPENDIX C-I
JOVINOLE ASSOCIATES
- -------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
EFS Corporate Services, Inc. 0.4 0.1
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.4 0.1
Equity / Preferred Equity Interests
in Affiliates
n.a --
n.a --
n.a --
n.a --
Other n.a --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.1
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.1
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.1
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
-- --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables -- --
------------ -----------------
Total General Unsecured -- --
Subordinated Claims -- --
------------ -----------------
Total 0.2 0.1
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 0.2 0.1
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
144
APPENDIX C-I
KUCC CLEBURNE, LLC
- ------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
Ponderosa Pine Energy Partners, Ltd. n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone --
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 --
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 --
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
-- --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables -- --
------------ -----------------
Total General Unsecured -- --
Subordinated Claims -- --
------------ -----------------
Total 0.2 --
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 0.2 --
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
145
APPENDIX C-I
LGMI, INC.
- ----------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 13.5%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 11.1%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 18.1 3.0
Louisiana Gas Marketing Company 28.9 1.2
Enron North America Corp. 0.1 0.0
-- --
Other -- --
------------ -----------------
Total 47.1 4.2
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
Bridgeline Holdings, L.P. n.a. 3.1
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total 3.1
-----------------
Total Allocated - Stand-Alone 7.4
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.4 0.4
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.1 0.1
------------ -----------------
Total Administrative,
Secured & Priority 0.5 0.5
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
LRCI, Inc. 61.2 6.8
Louisiana Resources Company 0.8 0.1
-- --
-- --
Other Debtors -- --
Enron Administrative Services Corp. 0.1 0.0
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 62.1 6.9
------------ -----------------
Total General Unsecured 62.1 6.9
Subordinated Claims -- --
------------ -----------------
Total 62.6 7.4
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 62.6 7.4
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
146
APPENDIX C-I
LINGTEC Constructors L.P.
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 11.0%
PLAN GUARANTEE 0.0%
Stand-alone General Unsecured 7.5%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 31.7 5.2
Enron Equipment Procurement Company 27.1 5.1
-- --
-- --
Other -- --
------------ -----------------
Total 58.8 10.3
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 10.3
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.7 0.7
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.2 0.2
------------ -----------------
Total Administrative,
Secured & Priority 0.9 0.9
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 18.2 1.4
Other Liabilities 13.4 1.0
Intercompany Payables Pre Petition
Enron Engineering & Construction Company 91.0 6.8
Enron Power Corp. 0.2 0.0
National Energy Production Corporation 0.1 0.0
Enron Expat Services Inc. 0.0 0.0
Other Debtors -- --
Enron Power Services B.V. 3.6 0.3
Enron Mauritius Services Company Ltd 0.0 0.0
Offshore Power Operations C.V. 0.0 0.0
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 94.9 7.1
------------ -----------------
Total General Unsecured 126.6 9.5
Subordinated Claims -- --
------------ -----------------
Total 127.4 10.3
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 127.4 10.3
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
147
APPENDIX C-I
LOA, INC.
- -----------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 39.8%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 48.7%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND-ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.1
Directly Held Assets to be Liquidated n.a. 0.4
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.5
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 34.3 5.6
Enron Reserve Acquisition Corp. 0.1 0.0
-- --
-- --
Other -- --
------------ -----------------
Total 34.4 5.7
Intercompany Receivables from
Non-Debtors
Enron Administrative Services Corp. 0.0 0.0
Little Piper, LLC 0.0 0.0
EnSerCo., L.L.C 0.0 0.0
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Equity / Preferred Equity Interests
in Affiliates
Riverside Farms Company n.a. 0.4
Transgulf Pipeline Company n.a. --
San Marco Pipeline Company n.a. --
Enron ACS, Inc. n.a. --
Other n.a. --
-----------------
Total 0.4
-----------------
Total Allocated - Stand-Alone 6.6
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.3 0.3
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative,
Secured & Priority 0.3 0.3
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron North America Corp. 12.7 6.2
Enron Operations Services Corp. (ETS) 0.2 0.1
Enron ACS, Inc. 0.0 0.0
Other Debtors -- --
Houston Pipe Line Operations 0.0 0.0
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 12.9 6.3
------------ -----------------
Total General Unsecured 12.9 6.3
Subordinated Claims -- --
------------ -----------------
Total 13.2 6.6
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 13.2 6.6
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
148
APPENDIX C-I
LOUISIANA GAS MARKETING COMPANY
- -------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 8.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 4.3%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron North America Corp. 32.6 6.6
Risk Management & Trading Corp. 1.8 1.8
Louisiana Resources Company 4.4 0.6
-- --
Other -- --
------------ -----------------
Total 38.8 9.0
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
Bridgeline Holdings, L.P. n.a. 0.0
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total 0.0
-----------------
Total Allocated - Stand-Alone 9.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.5 0.5
Secured Claims -- --
Priority Claims 0.1 0.1
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative,
Secured & Priority 0.6 0.6
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 12.3 0.5
Intercompany Payables Pre Petition
Enron Corp. 111.8 4.8
LGMI, Inc. 28.9 1.2
LRCI, Inc. 21.2 0.9
EGS New Ventures Corp. 21.0 0.9
Other Debtors 0.0 0.0
ECT Colombia Pipeline Holdings 2 Ltd. 0.1 0.0
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 183.0 7.9
------------ -----------------
Total General Unsecured 195.3 8.4
Subordinated Claims -- --
------------ -----------------
Total 195.9 9.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 195.9 9.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
149
APPENDIX C-I
LOUISIANA RESOURCES COMPANY
- ---------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 15.9%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 14.6%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors 0.0 0.0
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 26.8 4.4
Enron North America Corp. 5.9 1.2
LGMI, Inc. 0.8 0.1
-- --
Other -- --
------------ -----------------
Total 33.5 5.7
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
Bridgeline Holdings, L.P. n.a. 0.2
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total 0.2
-----------------
Total Allocated - Stand-Alone 5.9
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.9 0.9
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative,
Secured & Priority 0.9 0.9
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
LRCI, Inc. 29.8 4.4
Louisiana Gas Marketing Company 4.4 0.6
EGS New Ventures Corp. 0.0 0.0
Enron Property & Services Corp. 0.0 0.0
Other Debtors 0.0 0.0
Enron Administrative Services Corp. 0.0 0.0
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 34.3 5.0
------------ -----------------
Total General Unsecured 34.3 5.0
Subordinated Claims -- --
------------ -----------------
Total 35.2 5.9
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 35.2 5.9
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
150
APPENDIX C-I
LRCI, INC.
- ----------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 15.2%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 13.6%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. 0.1
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.1
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
LGMI, Inc. 61.2 6.8
Louisiana Resources Company 29.8 4.4
Louisiana Gas Marketing Company 21.2 0.9
EGS New Ventures Corp. 3.5 0.1
Other -- --
------------ -----------------
Total 115.7 12.1
Intercompany Receivables from
Non-Debtors
ECT Columbia Pipeline Holdings 2 Ltd. 5.6 5.6
Houston Pipe Line Operations 0.1 0.1
-- --
-- --
Other -- --
------------ -----------------
Total 5.7 5.7
Equity / Preferred Equity Interests
in Affiliates
Bridgeline Holdings, L.P. n.a. 22.8
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total 22.8
-----------------
Total Allocated - Stand-Alone 40.7
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims 0.8 0.8
Secured Claims -- --
Priority Claims 0.6 0.6
Intercompany Payables (Post Petition) 0.0 0.0
------------ -----------------
Total Administrative,
Secured & Priority 1.4 1.4
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Corp. 284.6 38.6
Enron North America Corp. 3.3 0.5
Risk Management & Trading Corp. 1.1 0.1
Enron Net Works LLC 0.2 0.0
Other Debtors 0.1 0.0
Enron Power Operating Company 0.0 0.0
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 289.3 39.2
------------ -----------------
Total General Unsecured 289.3 39.2
Subordinated Claims -- --
------------ -----------------
Total 290.8 40.7
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 290.8 40.7
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
151
APPENDIX C-I
MODULUS TECHNOLOGIES, INC.
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 8.2 1.3
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 8.2 1.3
Intercompany Receivables from Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 1.3
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims 0.0 0.0
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Broadband Services, Inc. 0.2 0.2
Enron North America Corp. 0.0 0.0
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.2 0.2
------------ -----------------
Total General Unsecured 0.2 0.2
Subordinated Claims -- --
------------ -----------------
Total 0.4 0.4
Equity n.a. 0.9
------------ -----------------
Total Allocated - Stand-Alone 0.4 1.3
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
152
APPENDIX C-I
NATIONAL ENERGY PRODUCTION CORPORATION
- --------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 5.6
Directly Held Assets to be Liquidated n.a. 3.2
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
------------ -----------------
Total Directly Held Assets 8.7
Intercompany Post Petition Receivables
from Debtors 9.7 0.0
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 467.4 76.7
Operational Energy Corp. 0.2 0.0
Enron South America LLC 0.1 0.0
LINGTEC Constructors L.P. 0.1 0.0
Other 0.0 0.0
------------ -----------------
Total 467.8 76.8
Intercompany Receivables from
Non-Debtors
Thai Nepco Co., Ltd. 2.1 0.2
Pakistan Construction Services, Inc. 2.7 0.1
Enron Power I (Puerto Rico), Inc. 0.1 0.0
Enron Power Construction Company 0.0 0.0
Other 0.0 0.0
------------ -----------------
Total 4.9 0.3
Equity / Preferred Equity Interests
in Affiliates
Thai Nepco Co., Ltd. n.a. --
NEPCO Services International, Inc. n.a. --
NEPCO Power Procurement Company n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand Alone 85.8
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 20.1 13.4
Secured Claims 1.2 1.2
Priority Claims 9.8 --
Intercompany Payables Post Petition 107.0 71.3
------------ -----------------
Total Administrative,
Secured & Priority 138.0 85.8
Pre Petition General
Unsecured Claims
Debt 0.3 --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 24.5 --
Other Liabilities 1228.1 --
Intercompany Payables Pre Petition
Enron Equipment Procurement Company 335.4 --
NEPCO Power Procurement Company 56.4 --
Enron Power & Industrial
Construction Company 33.4 --
Enron Engineering & Construction Company 6.8 --
Other Debtors 3.2 --
Northern Plains Natural Gas Company 0.0 --
Enron Oil & Gas India Company 0.0 --
EGEP Services Inc. 0.0 --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 435.2 --
------------ -----------------
Total General Unsecured 1,688.1 --
Subordinated Claims -- --
------------ -----------------
Total 1,826.2 85.8
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 1,826.2 85.8
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
153
APPENDIX C-I
NEPCO POWER PROCUREMENT COMPANY
- -------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Engineering & Construction
Company 0.0 0.0
National Energy Production Corporation 56.4 --
-- --
Other -- --
-- --
------------ -----------------
Total 56.4 0.0
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 4.7 0.0
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.9 0.0
------------ -----------------
Total Administrative,
Secured & Priority 5.6 0.0
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 1.0 --
Other Liabilities 422.6 --
Intercompany Payables Pre Petition
Enron Corp. 41.2 --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 41.2 --
------------ -----------------
Total General Unsecured 464.8 --
Subordinated Claims -- --
------------ -----------------
Total 470.4 0.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 470.4 0.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
154
APPENDIX C-I
NEPCO SERVICES INTERNATIONAL, INC.
- ----------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND-ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Operational Energy Corp. 0.1 0.0
National Energy Production Corporation 2.6 --
-- --
-- --
Other -- --
------------ -----------------
Total 2.8 0.0
Intercompany Receivables from
Non-Debtors
Thai Nepco Co., Ltd. 0.3 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.3 0.0
Equity / Preferred Equity Interests
in Affiliates
NEPCO Power Construction do Brasil Ltda. n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.0
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.2 0.0
------------ -----------------
Total Administrative,
Secured & Priority 0.4 0.0
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.0 --
Other Liabilities 0.0 --
Intercompany Payables Pre Petition
Enron Corp. 2.9 --
Enron Engineering & Construction Company 0.0 --
-- --
-- --
Other Debtors -- --
Pakistan Construction Services, Inc. 0.0 --
Enron Equipment Installation Company 0.0 --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 2.9 --
------------ -----------------
Total General Unsecured 2.9 --
Subordinated Claims -- --
------------ -----------------
Total 3.3 0.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 3.3 0.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
155
APPENDIX C-I
NOWA SARZYNA HOLDING B.V.
- -------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND-ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.0
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Development Funding Ltd. 2.0 0.4
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 2.0 0.4
Intercompany Receivables from
Non-Debtors
Enron Poland Investment B.V. 8.1 3.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 8.1 3.0
Equity / Preferred Equity Interests
in Affiliates
Enron Poland Investment B.V. n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 3.4
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Corp. 1.2 1.2
Atlantic Commercial Finance, Inc. 0.0 0.0
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 1.2 1.2
------------ -----------------
Total General Unsecured 1.2 1.2
Subordinated Claims -- --
------------ -----------------
Total 1.3 1.3
Equity n.a. 2.1
------------ -----------------
Total Allocated - Stand-Alone 1.3 3.4
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
156
APPENDIX C-I
OFFSHORE POWER PRODUCTION C.V.
- ------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND-ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. 9.2
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 9.2
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
Travamark Two B.V. 0.0 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Equity / Preferred Equity Interests
in Affiliates
Enron India Holdings Ltd. n.a. --
Enron Mauritius Company n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 9.2
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative,
Secured & Priority 0.3 0.3
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Atlantic Commercial Finance, Inc. 0.0 0.0
Enron India LLC 0.0 0.0
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.0 0.0
------------ -----------------
Total General Unsecured 0.0 0.0
Subordinated Claims -- --
------------ -----------------
Total 0.3 0.3
Equity n.a. 8.9
------------ -----------------
Total Allocated - Stand-Alone 0.3 9.2
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
157
APPENDIX C-I
OMICRON ENTERPRISES, INC.
- -------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 0.6 0.1
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.6 0.1
Intercompany Receivables from
Non-Debtors
Enron Facility Services, Inc. 0.0 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Equity / Preferred Equity Interests
in Affiliates
Artemis Associates, L.L.C. n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total 0.0 --
-----------------
Total Allocated - Stand-Alone 0.1
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND ALONE-VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.1
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.1
Pre Petition General Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Energy Services, LLC 67.6 --
Artemis Associates, L.L.C. 2.9 --
Enron Energy Services Operations, Inc. 0.0 --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 70.4 --
------------ -----------------
Total General Unsecured 70.4 --
Subordinated Claims -- --
------------ -----------------
Total 70.6 0.1
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 70.6 0.1
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
158
APPENDIX C-I
OPERATIONAL ENERGY CORP.
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 15.0%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 13.3%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.0
Intercompany Post Petition Receivables
from Debtors 0.2 0.2
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 42.9 7.0
Enron Energy Services, Inc. 0.7 0.1
Enron North America Corp. 0.2 0.0
Enron Federal Solutions, Inc. 0.2 0.0
Other 0.1 0.0
------------ -----------------
Total 44.1 7.3
Intercompany Receivables from
Non-Debtors
Enron Gaza Operations Ltd. 0.9 0.5
New Albany Power I, L.L.C. 0.7 0.2
OEC Nigeria Limited 0.1 0.1
Enron International Power Barge Ltd. 0.1 0.0
Other 0.2 0.0
------------ -----------------
Total 2.0 0.8
Equity / Preferred Equity Interests
in Affiliates
OEC Holding Ltd. n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 8.3
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.9 0.9
Secured Claims -- --
Priority Claims 0.0 0.0
Intercompany Payables Post Petition 1.4 1.4
------------ -----------------
Total Administrative,
Secured & Priority 2.4 2.4
Pre Petition General
Unsecured Claims
Debt 0.2 0.0
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.6 0.1
Other Liabilities 0.3 0.0
Intercompany Payables Pre Petition
Enron Property & Services Corp. 0.5 0.1
Enron Caribbean Basin LLC 0.3 0.0
National Energy Production Corporation 0.2 0.0
Enron Energy Services Operations, Inc. 0.2 0.0
Other Debtors 0.5 0.1
Enron Facility Services, Inc. 42.0 5.6
Enron Overseas Services Corp. 0.1 0.0
OEC Holding Ltd. 0.0 0.0
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 43.8 5.8
------------ -----------------
Total General Unsecured 44.8 6.0
Subordinated Claims -- --
------------ -----------------
Total 47.2 8.3
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 47.2 8.3
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
159
APPENDIX C-I
OSWEGO COGEN COMPANY, LLC
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 8.4%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 3.9%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.0
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 0.3 0.1
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.3 0.1
Intercompany Receivables from
Non-Debtors
Enron Administrative Services Corp. 15.1 15.1
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 15.1 15.1
Equity / Preferred Equity Interests
in Affiliates
Sithe/Independence Power Partners, L.P. n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 15.2
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron North America Corp. 388.5 15.0
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 388.5 15.0
------------ -----------------
Total General Unsecured 388.5 15.0
Subordinated Claims -- --
------------ -----------------
Total 388.7 15.2
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 388.7 15.2
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
160
APPENDIX C-I
PALM BEACH DEVELOPMENT COMPANY, L.L.C.
- --------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone --
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 --
Secured Claims -- --
Priority Claims 0.0 --
Intercompany Payables Post Petition 0.2 --
------------ -----------------
Total Administrative,
Secured & Priority 0.4 --
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
-- --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
Other Non-Debtors -- --
-- --
------------ -----------------
Total Intercompany Payables -- --
------------ -----------------
Total General Unsecured -- --
Subordinated Claims -- --
------------ -----------------
Total 0.4 --
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 0.4 --
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
161
APPENDIX C-I
PAULISTA ELECTRICAL DISTRIBUTION, L.L.C.
- ---------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
Enron Brazil Power Holdings V Ltd. n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone --
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 --
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 --
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron North America Corp. 11.5 --
Enron Corp. 5.3 --
-- --
-- --
Other Debtors -- --
Enron Brazil Power Holdings V Ltd. 0.0 --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 16.8 --
------------ -----------------
Total General Unsecured 16.8 --
Subordinated Claims -- --
------------ -----------------
Total 17.0 --
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 17.0 --
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
162
APPENDIX C-I
PBOG CORP.
- -----------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.6%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 99.8%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors 158.7 158.7
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand Alone 158.7
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.3 0.3
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.3 0.3
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.0 0.0
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Corp. 150.2 149.9
-- --
-- --
-- --
Other Debtors -- --
ETC Investments, Inc. 8.5 8.5
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 158.7 158.4
------------ -----------------
Total General Unsecured 158.7 158.4
Subordinated Claims -- --
------------ -----------------
Total 158.9 158.7
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 158.9 158.7
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
163
APPENDIX C-I
PORTLAND GENERAL HOLDINGS, INC.
- -------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 54.8%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 54.8%
Modified Consolidated General Unsecured n.a.
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. 45.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 45.0
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
PGH II, Inc. 16.5 5.1
MicroClimates, Inc. 0.2 0.0
Portland General Broadband Wireless, LLC 0.0 0.0
-- --
Other -- --
------------ -----------------
Total 16.7 5.1
Equity / Preferred Equity Interests
in Affiliates
Columbia-Pacific Distribution Services
Company, LLC n.a. 0.0
Portland General Property Holdings, Inc. n.a. --
PGH II, Inc. n.a. --
PGH Leasing, LLC n.a. --
Other n.a. --
-----------------
Total 0.0
-----------------
Total Allocated - Stand-Alone 50.1
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.3 0.3
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.3 0.3
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 47.7 26.1
Intercompany Payables Pre Petition
Enron Corp. 37.8 20.7
-- --
-- --
-- --
Other Debtors -- --
Portland General Electric Company 5.3 2.9
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 43.1 23.6
------------ -----------------
Total General Unsecured 90.8 49.8
Subordinated Claims -- --
------------ -----------------
Total 91.1 50.1
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 91.1 50.1
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
164
APPENDIX C-I
PORTLAND TRANSITION COMPANY, INC.
- ---------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 0.0%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured n.a.
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone --
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 --
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 --
Pre Petition General Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
-- --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
Other Non-Debtors -- --
-- --
------------ -----------------
Total Intercompany Payables -- --
------------ -----------------
Total General Unsecured -- --
Subordinated Claims -- --
------------ -----------------
Total 0.2 --
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 0.2 --
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
165
APPENDIX C-I
RICHMOND POWER ENTERPRISE, L.P.
- -------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone --
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 --
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 --
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 2.6 --
Intercompany Payables Pre Petition
Enron North America Corp. 1.3 --
Enron Corp. 1.3 --
-- --
-- --
Other Debtors -- --
Enron Power Operating Company 0.0 --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 2.6 --
------------ -----------------
Total General Unsecured 5.2 --
Subordinated Claims -- --
------------ -----------------
Total 5.4 --
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 5.4 --
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
166
APPENDIX C-I
RISK MANAGEMENT & TRADING CORP.
- -------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND-ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. 0.1
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.1
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron North America Corp. 2,785.4 561.0
Enron Corp. 3,100.0 508.8
Enron Power Marketing, Inc. 1,883.3 455.3
Enron Corp. 2,016.7 331.0
Other 1.070.0 174.1
------------ -----------------
Total 10,855.5 2,030.0
Intercompany Receivables from
Non-Debtors
JILP-L.P., Inc. 550.0 113.0
Enron Capital Corp. (formerly
JILP-G.P., Inc.) 375.0 83.4
ECT Investments, Inc. 18.6 18.6
Star VPP, LP 1.4 1.4
Other 3,113.8 1.2
------------ -----------------
Total 4,058.8 217.6
Equity / Preferred Equity Interests
in Affiliates
Chiricahua V LLC n.a. 953.8
Chiricahua IX LLC n.a. 487.5
Chiricahua IV LLC n.a. 469.4
Chiricahua VIII LLC n.a. 401.2
Other n.a. 1,116.0
-----------------
Total 3,428.0
-----------------
Total Allocated - Stand-Alone 5,675.7
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 9.4 9.4
Secured Claims -- --
Priority Claims 2.6 2.6
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 11.9 11.9
Pre Petition General
Unsecured Claims
Debt 11.4 11.4
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 66.4 66.4
Intercompany Payables Pre Petition
Enron Natural Gas Marketing Corp. 320.4 320.4
Enron LNG Marketing LLC 11.1 11.1
Enron Capital & Trade Resources
International Corp 8.0 8.0
Enron Methanol Company 2.7 2.7
Other Debtors 2.9 2.9
Chiricahua V LLC 953.8 953.8
Chiricahua IX LLC 487.5 487.5
Chiricahua IV LLC 469.3 469.3
Chiricahua VIII LLC 401.2 401.2
Other Non-Debtors 1,321.8 1,321.8
------------ -----------------
Total Intercompany Payables 3,978.7 3,978.7
------------ -----------------
Total General Unsecured 4,056.5 4,056.5
Subordinated Claims -- --
------------ -----------------
Total 4,068.4 4,068.4
Equity n.a. 1,607.3
------------ -----------------
Total Allocated - Stand-Alone 4,068.4 5,675.7
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
167
APPENDIX C-I
SAN JUAN GAS COMPANY, INC.
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.3
Directly Held Assets to be Liquidated n.a. 5.9
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 6.1
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 6.1
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 5.6 5.5
Secured Claims -- --
Priority Claims 0.2 --
Intercompany Payables Post Petition 0.6 0.6
------------ -----------------
Total Administrative,
Secured & Priority 6.4 6.1
Pre Petition General
Unsecured Claims
Debt 14.8 --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 3.3 --
Other Liabilities 2.6 --
Intercompany Payables Pre Petition
The Protane Corporation 1.9 --
Enron Broadband Services, Inc. 1.1 --
Enron Ventures Corp. 1.1 --
Enron Global Markets LLC 0.7 --
Other Debtors 0.6 --
Enron Americas Energy Services, Inc. 0.6 --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 6.0 --
------------ -----------------
Total General Unsecured 26.7 --
Subordinated Claims -- --
------------ -----------------
Total 33.1 6.1
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 33.1 6.1
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
168
APPENDIX C-I
SMITH STREET LAND COMPANY
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 13.3%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 10.8%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 88.2
Directly Held Assets to be Liquidated n.a. 2.8
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 91.0
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
Enron Capital Investments Corp. n.a. 7.5
Enron Renewable Energy Corp. n.a. --
Enron Finance Partners, LLC n.a. --
n.a. --
Other n.a. --
-----------------
Total 7.5
-----------------
Total Allocated - Stand-Alone 98.5
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 1.3 1.3
Secured Claims 4.6 4.6
Priority Claims 0.0 0.0
Intercompany Payables Post Petition 49.6 49.6
------------ -----------------
Total Administrative,
Secured & Priority 55.6 55.6
Pre Petition General Unsecured Claims
Debt 0.1 0.0
SPE Obligations 0.0 0.0
Guarantee Obligations -- --
Trade & A/P Liabilities 1.0 0.1
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Corp. 247.3 26.7
Enron Renewable Energy Corp. 147.9 15.9
Enron Property & Services Corp. 2.4 0.3
Enron Net Works LLC 0.0 0.0
Other Debtors 0.0 0.0
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 397.5 42.9
------------ -----------------
Total General Unsecured 398.6 43.0
Subordinated Claims -- --
------------ -----------------
Total 454.2 98.5
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 454.2 98.5
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
169
APPENDIX C-I
ST. CHARLES DEVELOPMENT COMPANY, L.L.C.
- ---------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
--------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone --
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 --
Secured Claims 0.0 --
Priority Claims -- --
Intercompany Payables Post Petition 0.0 --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 --
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
-- --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
Other Non-Debtors -- --
-- --
------------ -----------------
Total Intercompany Payables -- --
------------ -----------------
Total General Unsecured -- --
Subordinated Claims -- --
------------ -----------------
Total 0.2 --
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 0.2 --
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
170
APPENDIX C-I
SUPERIOR CONSTRUCTION COMPANY
- -----------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 19.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 19.9%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND-ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Power Corp. 1.0 0.4
Enron Corp. 1.0 0.2
-- --
-- --
Other -- --
------------ -----------------
Total 1.9 0.5
Intercompany Receivables from
Non-Debtors
Enron Power Construction Company 10.9 2.2
Enron Power I (Puerto Rico), Inc. 0.1 0.0
-- --
-- --
Other -- --
------------ -----------------
Total 11.0 2.2
Equity / Preferred Equity Interests
in Affiliates
Superior Construction Company - Spanish Branch n.a. 0.0
HorizEN LLC n.a. --
Superior Construction Company -
Cayman Islands Branc n.a. --
n.a. --
Other n.a. --
-----------------
Total 0.0
-----------------
Total Allocated - Stand Alone 2.7
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.0 0.0
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Engineering & Construction Company 10.7 2.1
Enron Equipment Procurement Company 0.5 0.1
Enron Expat Services Inc. 0.4 0.1
Enron Asset Management Resources, Inc. 0.0 0.0
Other Debtors 0.0 0.0
Enron Equipment Installation Company 0.7 0.1
Enron Power Services B.V. 0.0 0.0
Enron Gaza Operations Ltd. 0.0 0.0
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 12.4 2.5
------------ -----------------
Total General Unsecured 12.5 2.5
Subordinated Claims -- --
------------ -----------------
Total 12.7 2.7
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 12.7 2.7
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
171
APPENDIX C-I
TENANT SERVICES, INC.
- ---------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 15.8%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 14.4%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND-ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors 7.2 7.2
Intercompany Pre Petition Receivables
from Debtors
Enron Energy Services Operations, Inc. 72.2 10.7
Enron Energy Services, LLC 3.6 0.9
-- --
-- --
Other -- --
------------ -----------------
Total 75.8 11.6
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 18.8
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.3 0.3
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 6.6 6.6
------------ -----------------
Total Administrative,
Secured & Priority 6.9 6.9
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.1 0.0
Other Liabilities -- --
Intercompany Payables Pre Petition
Enron Corp. 72.0 10.4
Enron Energy Services, Inc. 10.2 1.5
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 82.1 11.8
------------ -----------------
Total General Unsecured 82.3 11.9
Subordinated Claims -- --
------------ -----------------
Total 89.2 18.8
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 89.2 18.8
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
172
APPENDIX C-I
THE NEW ENERGY TRADING COMPANY
- ------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 4.1
Directly Held Assets to be Liquidated n.a. 0.1
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------
Total Directly Held Assets 4.2
Intercompany Post Petition Receivables
from Debtors 253.6 253.6
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
NETCO Holdings LLC 0.0 0.0
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 0.0 0.0
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 257.8
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims 1.0 1.0
Intercompany Payables Post Petition 0.5 0.5
------------ -----------------
Total Administrative,
Secured & Priority 1.6 1.6
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 0.1 0.1
Intercompany Payables Pre Petition
Enron Corp. 0.3 0.3
Enron Net Works LLC 0.1 0.1
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.4 0.4
------------ -----------------
Total General Unsecured 0.4 0.4
Subordinated Claims -- --
------------ -----------------
Total 2.1 2.1
Equity n.a. 255.7
------------ -----------------
Total Allocated - Stand-Alone 2.1 257.8
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
173
APPENDIX C-I
THE PROTANE CORPORATION
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 5.5
Directly Held Assets to be Liquidated n.a. 0.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 5.5
Intercompany Post Petition Receivables
from Debtors 0.3 0.3
Intercompany Pre Petition Receivables
from Debtors
Atlantic Commercial Finance, Inc. 1.5 0.2
San Juan Gas Company, Inc. 1.9 --
Enron Global Markets LLC 0.1 --
-- --
Other -- --
------------ -----------------
Total 3.5 0.2
Intercompany Receivables from
Non-Debtors
Enron Americas, Inc. 0.3 0.3
Enron Americas Energy Services, Inc. 0.3 0.0
SJG Vendor LLC 0.0 0.0
-- --
Other -- --
------------ -----------------
Total 0.7 0.4
Equity / Preferred Equity Interests
in Affiliates
V Holdings Industries, S.A. n.a. 70.2
Citadel Corporation Limited n.a. 10.1
Enron Americas Energy Services, Inc. n.a. --
n.a. --
Other n.a. --
-----------------
Total 80.4
-----------------
Total Allocated - Stand-Alone 86.7
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Position) 0.6 0.6
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.6 0.6
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.6 0.6
Other Liabilities 27.6 27.6
Intercompany Payables Pre Petition
Enron Corp. 26.2 26.2
Enron Caribbean Basin LLC 16.2 16.2
Enron International Holdings Corp. 1.5 1.5
Risk Management & Trading Corp. 0.7 0.7
Other Debtors 0.3 0.3
Citadel Corporation Limited 7.4 7.4
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 52.2 52.2
------------ -----------------
Total General Unsecured 80.5 80.5
Subordinated Claims -- --
------------ -----------------
Total 81.1 81.1
Equity n.a. 5.6
------------ -----------------
Total Allocated - Stand-Alone 81.1 86.7
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
174
APPENDIX C-I
TLS INVESTORS, L.L.C.
- ---------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 24.3%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 26.5%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.0
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron North America Corp. 56.6 11.4
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 56.6 11.4
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
RADR EMP, L.L.C. n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 11.4
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 2.0 0.5
Intercompany Payables Pre Petition
Enron Corp. 23.6 6.3
ECT Merchant Investments Corp. 16.5 4.4
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 40.1 10.7
------------ -----------------
Total General Unsecured 42.1 11.2
Subordinated Claims -- --
------------ -----------------
Total 42.3 11.4
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 42.3 11.4
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
175
APPENDIX C-I
TRANSWESTERN GATHERING COMPANY
- ------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 75.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 100.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Corp. 63.2 10.4
-- --
-- --
-- --
Other -- --
------------ -----------------
Total 63.2 10.4
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 10.4
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.2
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.2
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
-- --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables -- --
------------ -----------------
Total General Unsecured -- --
Subordinated Claims -- --
------------ -----------------
Total 0.2 0.2
Equity n.a. 10.2
------------ -----------------
Total Allocated - Stand-Alone 0.2 10.4
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
176
APPENDIX C-I
VICTORY GARDEN POWER PARTNERS I L.L.C.
- -------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets --
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
n.a. --
Other -----------------
Total --
-----------------
Total Allocated - Stand-Alone --
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 --
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition -- --
------------ -----------------
Total Administrative,
Secured & Priority 0.2 --
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.2 --
Other Liabilities 0.0 --
Intercompany Payables Pre Petition
EREC Subsidiary V, LLC (f/k/a Enron
Wind Corp.) 0.4 --
EREC Subsidiary I, LLC (f/k/a Enron
Wind Systems) 0.1 --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.5 --
------------ -----------------
Total General Unsecured 0.7 --
Subordinated Claims -- --
------------ -----------------
Total 0.9 --
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 0.9 --
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
177
APPENDIX C-I
ZOND MINNESOTA CONSTRUCTION COMPANY LLC
- ---------------------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 7.3%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 2.3%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. --
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.0
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
EREC Subsidiary I, LLC (f/k/a Enron Wind
Systems, Inc) 1.7 1.0
EREC Subsidiary V, LLC (f/k/a Enron Wind
Corp.) 0.9 0.4
-- --
-- --
Other -- --
------------ -----------------
Total 2.6 1.4
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 1.4
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.6 0.6
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative,
Secured & Priority 0.6 0.6
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities 35.0 0.8
Intercompany Payables Pre Petition
EREC Subsidiary II, LLC (f/k/a/ Enron
Wind Constr 1.5 0.0
Enron Wind Lake Benton LLC 0.5 0.0
Enron Corp. 0.0 0.0
Enron Wind Development Corp. 0.0 0.0
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 2.0 0.0
------------ -----------------
Total General Unsecured 37.0 0.8
Subordinated Claims -- --
------------ -----------------
Total 37.6 1.4
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 37.6 1.4
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
178
APPENDIX C-I
ZOND PACIFIC, INC.
- ------------------ -
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 0.0
Directly Held Assets to be Liquidated n.a. 0.0
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
------------ -----------------
Total Directly Held Assets 0.0
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
n.a. --
n.a. --
n.a. --
n.a. --
Other n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.0
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.2 0.0
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative,
Secured & Priority 0.2 0.0
Pre Petition General Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities -- --
Other Liabilities -- --
Intercompany Payables Pre Petition
EREC Subsidiary I, LLC (f/k/a Enron
Wind Systems) 0.4 --
EREC Subsidiary V, LLC (f/k/a Enron Wind Corp.) 0.1 --
Enron Corp. 0.0 --
-- --
Other Debtors -- --
-- --
-- --
-- --
-- --
Other Non-Debtors -- --
------------ -----------------
Total Intercompany Payables 0.5 --
------------ -----------------
Total General Unsecured 0.5 --
Subordinated Claims -- --
------------ -----------------
Total 0.7 0.0
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 0.7 0.0
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
179
APPENDIX C-I
ZWHC LLC
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED 5.7%
PLAN GUARANTEE 0.0%
Stand-Alone General Unsecured 0.0%
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
for this Debtor on a stand-alone basis, as well as the estimated recovery
percentages under the Plan for general unsecured claims and guaranty claims, the
estimated recovery percentages in the event the Debtors (excluding the Portland
Debtors) are substantively consolidated and the compromise regarding guaranty
claims is recognized, and the estimated recovery percentages in the event that
none of the Debtors are substantively consolidated. Refer to Appendix C-II for
information regarding the assets, claims and value allocations if all of the
Debtors (other than the Portland Debtors) were substantively consolidated and
the compromise regarding guaranty claims were recognized.
DEBTOR'S STAND ALONE ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. --
Directly Held Assets to be Liquidated n.a. 0.1
Interests in PGE to be Liquidated n.a. --
Directly Held Assets Transferred
to CrossCountry n.a. --
Directly Held Assets Transferred
to Prisma n.a. --
Directly Held Trading Book Assets n.a. --
-----------------
Total Directly Held Assets 0.1
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
Enron Wind Development Corp. 0.3 0.3
EREC Subsidiary II, LLC (f/k/a Enron
Wind Constructor 0.4 0.2
EREC Subsidiary III, LLC (f/k/a Enron
Wind Energy Sys 0.2 0.2
Green Power Partners I LLC 0.1 0.1
Other -- --
------------ -----------------
Total 1.0 0.7
------------ -----------------
Intercompany Receivables from
Non-Debtors
-- --
-- --
-- --
-- --
Other -- --
------------ -----------------
Total -- --
Equity / Preferred Equity Interests
in Affiliates
Sagebrush Partner Twenty, Inc. n.a. --
n.a. --
n.a. --
Other n.a. --
n.a. --
-----------------
Total --
-----------------
Total Allocated - Stand-Alone 0.7
=================
CLAIMS AGAINST AND EQUITY IN DEBTOR
-----------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Administrative Claims (Post Petition) 0.8 0.7
Secured Claims -- --
Priority Claims -- --
Intercompany Payables Post Petition 0.0 0.0
------------ -----------------
Total Administrative,
Secured & Priority 0.8 0.7
Pre Petition General
Unsecured Claims
Debt -- --
SPE Obligations -- --
Guarantee Obligations -- --
Trade & A/P Liabilities 0.1 --
Other Liabilities -- --
Intercompany Payables Pre Petition
-- --
-- --
-- --
-- --
Other Debtors -- --
-- --
-- --
-- --
Other Non-Debtors -- --
-- --
------------ -----------------
Total Intercompany Payables -- --
------------ -----------------
Total General Unsecured 0.1 --
Subordinated Claims -- --
------------ -----------------
Total 0.9 0.7
Equity n.a. --
------------ -----------------
Total Allocated - Stand-Alone 0.9 0.7
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
180
APPENDIX C-II
APPENDIX C-2
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED N.A.
PLAN GUARANTEE N.A.
Stand-Alone General Unsecured n.a.
Modified Consolidated General Unsecured 19.1%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
if all of the Debtors (other than the Portland Debtors) were substantively
consolidated and the compromise regarding guaranty claims were recognized. Refer
to 180 schedules in Appendix C-I for information regarding the assets, claims
and value allocations for each Debtor on a stand-alone basis, as well as the
estimated recovery percentages under the Plan for general unsecured claims and
guaranty claims, the estimated recovery percentages in the event the Debtors
(excluding the Portland Debtors) are substantively consolidated and the
compromise regarding guaranty claims is recognized, and the estimated recovery
percentages in the event that none of the Debtors are substantively
consolidated.
DEBTORS' MOD. SUBCON ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 4,007.9
Directly Held Assets to be Liquidated n.a. 1,205.5
Interests in PGE to be Liquidated n.a. 1,278.0
Directly Held Assets Transferred
to CrossCountry n.a. 711.6
Directly Held Assets Transferred
to Prisma n.a. 36.5
Directly Held Trading Book Assets n.a. 1,026.2
-----------------
Total Directly Held Assets 8,265.8
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
PGH Leasing, LLC 66.3 25.1
Portland General Holdings, Inc. 37.8 20.7
Other -- --
------------ -----------------
Total 104.0 45.8
Intercompany Receivables from
Non-Debtors
Enron Intermediate Holdings, LLC 1,539.6 741.9
Enron Brazil Power Holdings IV Ltd. 311.7 153.4
ECT Europe, Inc. 200.6 129.0
Joint Energy Development Investments
Limited Partners 625.3 91.5
Other 10,172.2 933.2
------------ -----------------
Total 12,849.4 2,049.1
Equity / Preferred Equity Interests
in Affiliates
Transwestern Holding Company, Inc. n.a. 578.1
Enron Canada Corp. n.a. 467.1
CGNN Holding Company, Inc. n.a. 380.1
Organizational Partner, Inc. n.a. 256.3
Other n.a. 2,124.3
-----------------
Total 3,805.9
-----------------
Total Allocated - Med. SubCon 14,166.6
=================
CLAIMS AGAINST AND EQUITY IN DEBTORS
------------------------------------
FACE MOD. SUBCON VALUE
------------ -----------------
Administrative Claims (Post Petition) 1,283.9 1,283.9
Secured Claims 128.1 128.1
Priority Claims 276.5 276.5
Intercompany Payables Post Petition 76.9 76.9
------------ -----------------
Total Administrative,
Secured & Priority 1,765.3 1,765.3
Pre Petition General
Unsecured Claims
Debt 10,587.2 2,017.4
SPE Obligations 19,898.8 3,791.8
Guarantee Obligations 4,400.4 838.5
Trade & A/P Liabilities 5,748.5 1,095.4
Other Liabilities 14,307.3 2,726.3
Subordinated Claims 954.7 181.9
------------ -----------------
Total General Unsecured 55,897.0 10,651.3
Intercompany Payables Pre Petition
CGNN Holding Company, Inc. 1,791.7 341.4
Chiricahua V LLC 953.8 181.7
Transwestern Pipeline Company 819.4 156.1
Enron Canada Corp. 557.3 106.2
Other Non-Debtors 5,061.5 964.5
------------ -----------------
Total Intercompany Payables 9,183.8 1,750.0
------------ -----------------
Total 66,846.0 14,166.6
Equity n.a. --
------------ -----------------
Total Allocated - Mod. SubCon 66,846.0 14,166.6
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
1
APPENDIX C-III
APPENDIX C-3
- --------------------------
($'s in millions)
UNSECURED RECOVERY %
PLAN GENERAL UNSECURED N.A.
PLAN GUARANTEE N.A.
Stand-Alone General Unsecured n.a.
Modified Consolidated General Unsecured 20.8%
As noted in the assumptions set forth above, the Plan embodies a compromise
establishing a 30/70 weighted average reflecting the likelihood of substantive
consolidation. This schedule reflects the assets, claims and value allocations
if all of the Debtors (other than the Portland Debtors) were substantively
consolidated and the compromise regarding guaranty claims were recognized. Refer
to the 180 schedules in Appendix C-I for information regarding the assets,
claims and value allocations for each Debtor on a stand-alone basis, as well as
the estimated recovery percentages under the Plan for general unsecured claims
and guaranty claims, the estimated recovery percentages in the event the Debtors
(excluding the Portland Debtors) are substantively consolidated and the
compromise regarding guaranty claims is recognized, and the estimated recovery
percentages in the event that none of the Debtors are substantively
consolidated.
DEBTORS' APPENDIX C-3 ASSETS
---------------------------------
FACE STAND-ALONE VALUE
------------ -----------------
Cash n.a. 4,007.9
Directly Held Assets to be Liquidated n.a. 1,205.5
Interests in PGE to be Liquidated n.a. 1,278.0
Directly Held Assets Transferred
to CrossCountry n.a. 711.6
Directly Held Assets Transferred
to Prisma n.a. 36.5
Directly Held Trading Book Assets n.a. 1,026.2
-----------------
Total Directly Held Assets 8,265.8
Intercompany Post Petition Receivables
from Debtors -- --
Intercompany Pre Petition Receivables
from Debtors
PGH Leasing, LLC 66.3 26.4
Portland General Holdings, Inc. 37.8 20.7
Other -- --
------------ -----------------
Total 104.0 47.2
Intercompany Receivables from
Non-Debtors
Enron Intermediate Holdings, LLC 1,539.6 767.5
Enron Brazil Power Holdings IV Ltd. 311.7 153.4
ECT Europe, Inc. 200.6 129.3
Joint Energy Development Investments
Limited Partners 625.3 91.6
Other 10,172.2 939.4
------------ -----------------
Total 12,849.4 2,081.2
Equity / Preferred Equity Interests
in Affiliates
Transwestern Holding Company, Inc. n.a. 592.6
Enron Canada Corp. n.a. 477.1
CGNN Holding Company, Inc. n.a. 412.1
Organizational Partner, Inc. n.a. 269.9
Other n.a. 2,257.6
-----------------
Total 4,009.4
-----------------
Total Allocated - App. C-3 14,403.6
=================
CLAIMS AGAINST AND EQUITY IN DEBTORS
------------------------------------
FACE APP. C-3 VALUE
------------ -----------------
Administrative Claims (Post Petition) 1,283.9 1,283.9
Secured Claims 128.1 128.1
Priority Claims 276.5 276.5
Intercompany Payables Post Petition 76.9 76.9
------------ -----------------
Total Administrative,
Secured & Priority 1,765.3 1,765.3
Pre Petition General
Unsecured Claims
Debt 10,587.2 2,205.1
SPE Obligations 19,898.8 4,144.4
Guarantee Obligations -- --
Trade & A/P Liabilities 5,748.5 1,197.3
Other Liabilities 14,307.3 2,979.9
Subordinated Claims 954.7 198.8
------------ -----------------
Total General Unsecured 51,496.5 10,725.5
Intercompany Payables Pre Petition
CGNN Holding Company, Inc. 1,791.7 373.2
Chiricahua V LLC 953.8 198.6
Transwestern Pipeline Company 819.4 170.7
Enron Canada Corp. 557.3 116.1
Other Non-Debtors 5,061.5 1,054.2
------------ -----------------
Total Intercompany Payables 9,183.8 1,912.8
------------ -----------------
Total 62,445.6 14,403.6
Equity n.a. --
------------ -----------------
Total Allocated - App. C-3 62,445.6 14,403.6
============ =================
- ----------
NOTE: AMOUNTS MAY NOT ADD DUE TO ROUNDING
1
APPENDIX D: FILING OF SCHEDULES AND STATEMENTS
APPENDIX D: FILING OF SCHEDULES AND STATEMENTS
DATE APPLI-
DATE SCHEDULES AND CABILITY ORDER
ENTITY CASE NUMBER STATEMENT FILED CLAIMS BAR DATE ENTERED(1)
------ ----------- --------------- --------------- ----------
1. Enron Metals & Commodity Corp. 01-16033 June 17, 2002 October 15, 2002 n/a
2. Enron Corp. 01-16034 June 17, 2002 October 15, 2002 n/a
3. Enron North America Corp. 01-16035 June 17, 2002 October 15, 2002 n/a
4. Enron Power Marketing, Inc. 01-16036 June 17, 2002 October 15, 2002 n/a
5. PBOG Corp. 01-16037 June 17, 2002 October 15, 2002 n/a
6. Smith Street Land Company 01-16038 June 17, 2002 October 15, 2002 n/a
7. Enron Broadband Services, Inc. 01-16039 June 17, 2002 October 15, 2002 n/a
8. Enron Energy Services Operations, Inc. 01-16040 June 17, 2002 October 15, 2002 n/a
9. Enron Energy Marketing Corp. 01-16041 June 17, 2002 October 15, 2002 n/a
10. Enron Energy Services, Inc. 01-16042 June 17, 2002 October 15, 2002 n/a
11. Enron Energy Services, LLC 01-16043 June 17, 2002 October 15, 2002 n/a
12. Enron Transportation Services Company 01-16044 June 17, 2002 October 15, 2002 n/a
13. BAM Leasing Company (correct legal entity BAM
Lease Company) 01-16045 June 17, 2002 October 15, 2002 n/a
14. ENA Asset Holdings L.P. 01-16046 June 17, 2002 October 15, 2002 n/a
15. Enron Gas Liquids, Inc. 01-16048 June 17, 2002 October 15, 2002 n/a
16. Enron Global Markets LLC 01-16076 June 17, 2002 October 15, 2002 January 15, 2002
17. Enron Net Works LLC 01-16078 June 17, 2002 October 15, 2002 January 15, 2002
18. Enron Industrial Markets LLC 01-16080 June 17, 2002 October 15, 2002 January 15, 2002
19. Operational Energy Corp. 01-16109 June 17, 2002 October 15, 2002 January 25, 2002
20. Enron Engineering & Construction Company 01-16110 June 17, 2002 October 15, 2002 January 15, 2002
21. Enron Engineering & Operational Services Company 01-16111 June 17, 2002 October 15, 2002 January 15, 2002
22. Garden State Paper Company, LLC 01-16280 June 17, 2002 October 15, 2002 December 21, 2001
23. Palm Beach Development Company, L.L.C. 01-16319 June 17, 2002 October 15, 2002 January 15, 2002
24. Tenant Services, Inc. 01-16428 June 17, 2002 October 15, 2002 January 15, 2002
25. Enron Energy Information Solutions, Inc. 01-16429 June 17, 2002 October 15, 2002 January 15, 2002
26. EESO Merchant Investments, Inc. 01-16430 June 17, 2002 October 15, 2002 January 15, 2002
27. Enron Federal Solutions, Inc. 01-16431 June 17, 2002 October 15, 2002 January 15, 2002
28. Enron Freight Markets Corp. 01-16467 June 17, 2002 October 15, 2002 January 15, 2002
29. Enron Broadband Services, L.P. 01-16483 June 17, 2002 October 15, 2002 January 15, 2002
30. Enron Energy Services North America, Inc. 02-10007 June 17, 2002 October 15, 2002 January 31, 2002
31. Enron LNG Marketing LLC 02-10038 June 17, 2002 October 15, 2002 January 15, 2002
- ---------------
(1) This column identifies the date an Applicability Order was entered by
the Bankruptcy Court for each Debtor, but should not be construed to mean that
all Applicability Orders are identical in relief. The specific Applicability
Order for a particular Debtor should be reviewed to determine the effect of such
Applicability Order on such Debtor. The notation "n/a" indicates that no
Applicability Order was entered because the Debtor filed on the Initial Petition
Date.
D-1
DATE APPLI-
DATE SCHEDULES AND CABILITY ORDER
ENTITY CASE NUMBER STATEMENT FILED CLAIMS BAR DATE ENTERED(1)
------ ----------- --------------- --------------- -----------------
32. Calypso Pipeline, LLC 02-10059 June 17, 2002 October 15, 2002 January 15, 2002
33. Enron Global LNG LLC 02-10060 June 17, 2002 October 15, 2002 January 15, 2002
34. Enron International Fuel Management Company 02-10061 June 17, 2002 October 15, 2002 January 15, 2002
35. Enron Natural Gas Marketing Corp. 02-10132 June 17, 2002 October 15, 2002 July 26, 2002
36. ENA Upstream Company LLC 02-10232 June 17, 2002 October 15, 2002 January 31, 2002
37. Enron Liquid Fuels, Inc. 02-10252 June 17, 2002 October 15, 2002 January 31, 2002
38. Enron LNG Shipping Company 02-10346 June 17, 2002 October 15, 2002 January 31, 2002
39. Enron Property & Services Corp. 02-10464 June 17, 2002 October 15, 2002 February 5, 2002
40. Enron Capital & Trade Resources International Corp. 02-10613 June 17, 2002 October 15, 2002 Pending
41. Enron Communications Leasing Corp. 02-10632 June 17, 2002 October 15, 2002 February 15, 2002
42. Enron Wind Corp. 02-10743 June 17, 2002 October 15, 2002 February 22, 2002
43. Enron Wind Systems, Inc. 02-10747 June 17, 2002 October 15, 2002 February 22, 2002
44. Enron Wind Energy Systems Corp. 02-10748 June 17, 2002 October 15, 2002 February 22, 2002
45. Enron Wind Maintenance Corp. 02-10751 June 17, 2002 October 15, 2002 February 22, 2002
46. Enron Wind Constructors Corp. 02-10755 June 17, 2002 October 15, 2002 February 22, 2002
47. EREC Subsidiary I, LLC (Enron Wind Systems, LLC
as of 4/19/02) 02-10757 June 17, 2002 October 15, 2002 February 22, 2002
48. EREC Subsidiary II, LLC (Enron Wind Constructors LLC
as of 4/19/02) 02-10760 June 17, 2002 October 15, 2002 February 22, 2002
49. EREC Subsidiary III, LLC (Enron Wind Energy Systems LLC
as of 4/19/02) 02-10761 June 17, 2002 October 15, 2002 February 22, 2002
50. EREC Subsidiary IV, LLC (Enron Wind Maintenance LLC
as of 4/19/02) 02-10764 June 17, 2002 October 15, 2002 February 22, 2002
51. EREC Subsidiary V, LLC (Enron Wind LLC as of 4/19/02) 02-10766 June 17, 2002 October 15, 2002 February 22, 2002
52. Intratex Gas Company 02-10939 July 16, 2002 October 15, 2002 March 12, 2002
53. Enron Processing Properties, Inc. 02-11123 July 25, 2002 October 15, 2002 March 19, 2002
54. Enron Methanol Company 02-11239 July 30, 2002 October 15, 2002 March 21, 2002
55. Enron Ventures Corp. 02-11242 July 30, 2002 October 15, 2002 March 21, 2002
56. Enron Mauritius Company 02-11267 July 30, 2002 October 15, 2002 March 29, 2002
57. Enron India Holdings Ltd. 02-11268 July 30, 2002 October 15, 2002 March 29, 2002
58. Offshore Power Production C.V. 02-11272 July 30, 2002 October 15, 2002 March 29, 2002
59. The New Energy Trading Company 02-11824 August 28, 2002 October 31, 2002 April 18, 2002
60. EES Service Holdings, Inc. 02-11884 August 28, 2002 October 31, 2002 Pending
61. Enron Wind Development LLC 02-12104 September 13, 2002 December 2, 2002 May 3, 2002
62. ZWHC LLC 02-12105 September 13, 2002 December 2, 2002 May 3, 2002
63. Zond Pacific, LLC 02-12106 September 13, 2002 December 2, 2002 May 3, 2002
64. Enron Reserve Acquisition Corp. 02-12347 September 30, 2002 December 2, 2002 May 24, 2002
65. National Energy Production Corporation (EPC Estate
Services, Inc. as of 9/18/02) 02-12398 September 30, 2002 December 2, 2002 May 24, 2002
66. Enron Power & Industrial Construction Company 02-12400 September 30, 2002 December 2, 2002 May 24, 2002
67. NEPCO Power Procurement Company 02-12402 September 30, 2002 December 2, 2002 May 21, 2002
68. NEPCO Services International, Inc. 02-12403 September 30, 2002 December 2, 2002 May 21, 2002
D-2
DATE APPLI-
DATE SCHEDULES AND CABILITY ORDER
ENTITY CASE NUMBER STATEMENT FILED CLAIMS BAR DATE ENTERED(1)
------ ----------- --------------- --------------- ----------
69. San Juan Gas Company, Inc. 02-12902 September 30, 2002 December 2, 2002 June 16, 2002
70. EBF LLC 02-13702 September 30, 2002 December 2, 2002 August 8, 2002
71. Zond Minnesota Construction Company LLC 02-13723 September 13, 2002 December 2, 2002 August 8, 2002
72. Enron Fuels International, Inc. 02-14046 December 18, 2002 February 28, 2003 September 5, 2002
73. E Power Holdings Corp. 02-14632 December 18, 2002 February 28, 2002 November 7, 2002
74. EFS Construction Management Services, Inc. 02-14885 February 13, 2003 April 30, 2003 October 10, 2002
75. Enron Management, Inc. 02-14977 February 13, 2003 April 30, 2003 October 10, 2002
76. Enron Expat Services, Inc. 02-15716 March 28, 2003 May 30, 2003 November 21, 2002
77. Artemis Associates, LLC 02-16441 March 28, 2003 May 30, 2003 January 3, 2003
78. Clinton Energy Management Services, Inc. 02-16492 March 28, 2003 May 30, 2003 January 3, 2003
79. LINGTEC Constructors L.P. 03-10106 March 28, 2003 May 30, 2003 January 16, 2003
80. EGS New Ventures Corp. 03-10673 April 23, 2003 June 30, 2003 February 13, 2003
81. Louisiana Gas Marketing Company 03-10676 April 23, 2003 June 30, 2003 February 13, 2003
82. Louisiana Resources Company 03-10678 April 23, 2003 June 30, 2003 February 13, 2003
83. LGMI, Inc. 03-10681 April 23, 2003 June 30, 2003 February 13, 2003
84. LRCI, Inc. 03-10682 April 23, 2003 June 30, 2003 February 13, 2003
85. Enron Communications Group, Inc. 03-11364 April 24, 2003 June 30, 2003 March 20, 2003
86. EnRock Management, LLC 03-11369 April 24, 2003 June 30, 2003 March 20, 2003
87. ECI-Texas, L.P. 03-11371 April 24, 2003 June 30, 2003 March 20, 2003
88. EnRock, L.P. 03-11373 April 24, 2003 June 30, 2003 March 20, 2003
89. ECI-Nevada Corp. 03-11374 April 24, 2003 June 30, 2003 March 20, 2003
90. Enron Alligator Alley Pipeline Company 03-12088 June 12, 2003 September 2, 2003 April 10, 2003
91. Enron Wind Storm Lake I LLC 03-13151 June 30, 2003 September 2, 2003 May 23, 2003
92. ECT Merchant Investments Corp. 03-13154 June 6, 2003 September 2, 2003 June 12, 2003
93. EnronOnline, LLC 03-13155 June 27, 2003 September 2, 2003 May 23, 2003
94. St. Charles Development Company, L.L.C. 03-13156 June 13, 2003 September 2, 2003 May 23, 2003
95. Calcasieu Development Company, L.L.C. 03-13157 June 13, 2003 September 2, 2003 May 23, 2003
96. Calvert City Power I, L.L.C. 03-13158 June 13, 2003 September 2, 2003 May 23, 2003
97. Enron ACS, Inc. 03-13159 June 30, 2003 September 2, 2003 May 23, 2003
98. LOA, Inc. 03-13160 June 23, 2003 September 2, 2003 May 23, 2003
99. Enron India LLC 03-13234 June 12, 2003 September 2, 2003 May 22, 2003
100 Enron International Inc. 03-13235 June 12, 2003 September 2, 2003 May 22, 2003
101. Enron International Holdings Corp. 03-13236 June 12, 2003 September 2, 2003 May 22, 2003
102. Enron Middle East LLC 03-13237 June 12, 2003 September 2, 2003 May 22, 2003
103. Enron WarpSpeed Services, Inc. 03-13238 June 12, 2003 September 2, 2003 May 22, 2003
104. Modulus Technologies, Inc. 03-13239 June 12, 2003 September 2, 2003 May 22, 2003
105. Enron Telecommunications, Inc. 03-13240 June 12, 2003 September 2, 2003 May 22, 2003
106. DataSystems Group, Inc. 03-13241 June 12, 2003 September 2, 2003 May 22, 2003
107. Risk Management & Trading Corp. 03-13259 June 30, 2003 September 2, 2003 May 22, 2003
108. Omicron Enterprises, Inc. 03-13446 June 23, 2003 September 2, 2003 June 12, 2003
109. EFS I, Inc. 03-13447 June 23, 2003 September 2, 2003 June 12, 2003
110. EFS II, Inc. 03-13451 June 23, 2003 September 2, 2003 June 12, 2003
D-3
DATE APPLI-
DATE SCHEDULES AND CABILITY ORDER
ENTITY CASE NUMBER STATEMENT FILED CLAIMS BAR DATE ENTERED(1)
------ ----------- --------------- --------------- ----------
111. EFS III, Inc. 03-13453 June 23, 2003 September 2, 2003 June 12, 2003
112. EFS V, Inc. 03-13454 June 23, 2003 September 2, 2003 June 12, 2003
113. EFS VI, L.P. 03-13457 June 23, 2003 September 2, 2003 June 12, 2003
114. EFS VII, Inc. 03-13459 June 23, 2003 September 2, 2003 June 12, 2003
115. EFS IX, Inc. 03-13460 June 23, 2003 September 2, 2003 June 12, 2003
116. EFS X, Inc. 03-13461 June 30, 2003 September 2, 2003 June 12, 2003
117. EFS XI, Inc. 03-13462 June 30, 2003 September 2, 2003 June 12, 2003
118. EFS XII, Inc. 03-13463 June 30, 2003 September 2, 2003 June 12, 2003
119. EFS XV, Inc. 03-13465 June 30, 2003 September 2, 2003 June 12, 2003
120. EFS XVII, Inc. 03-13467 June 23, 2003 September 2, 2003 June 12, 2003
121. Jovinole Associates 03-13468 June 23, 2003 September 2, 2003 June 12, 2003
122. EFS Holdings, Inc. 03-13469 June 23, 2003 September 2, 2003 June 12, 2003
123. Enron Operations Services Corp. 03-13489 June 30, 2003 September 2, 2003 June 3, 2003
124. Green Power Partners I LLC 03-13500 June 30, 2003 September 2, 2003 June 12, 2003
125. TLS Investors, L.L.C. 03-13502 June 30, 2003 September 2, 2003 June 12, 2003
126. ECT Securities Limited Partnership 03-13644 June 27, 2003 September 2, 2003 June 12, 2003
127. ECT Securities LP Corp. 03-13647 June 23, 2003 September 2, 2003 June 12, 2003
128. ECT Securities GP Corp. 03-13649 June 23, 2003 September 2, 2003 June 12, 2003
129. KUCC Cleburne, LLC 03-13862 June 27, 2003 September 2, 2003 June 24, 2003
130. Enron International Asset Management Corp. 03-13877 June 26, 2003 September 2, 2003 June 24, 2003
131. Enron Brazil Power Holdings XI Ltd. 03-13878 June 26, 2003 September 2, 2003 June 24, 2003
132. Enron Holding Company L.L.C. 03-13879 June 23, 2003 September 2, 2003 June 24, 2003
133. Enron Development Management Ltd. 03-13880 June 23, 2003 September 2, 2003 June 24, 2003
134. Enron International Korea Holdings Corp. 03-13881 June 23, 2003 September 2, 2003 June 24, 2003
135. Enron Caribe VI Holdings Ltd. 03-13882 June 23, 2003 September 2, 2003 June 24, 2003
136. Enron International Asia Corp. 03-13883 June 23, 2003 September 2, 2003 June 24, 2003
137. Enron Brazil Power Investments XI Ltd. 03-13884 June 23, 2003 September 2, 2003 June 24, 2003
138. Paulista Electrical Distribution, L.L.C. 03-13885 June 26, 2003 September 2, 2003 June 24, 2003
139. Enron Pipeline Construction Services Company 03-13915 June 30, 2003 September 2, 2003 June 24, 2003
140. Enron Pipeline Services Company 03-13918 June 30, 2003 September 2, 2003 June 24, 2003
141. Enron Trailblazer Pipeline Company 03-13919 June 30, 2003 September 2, 2003 June 24, 2003
142. Enron Liquid Services Corp. 03-13920 June 30, 2003 September 2, 2003 June 24, 2003
143. Enron Machine and Mechanical Services, Inc. 03-13926 June 30, 2003 September 2, 2003 June 24, 2003
144. Enron Commercial Finance Ltd. 03-13930 June 30, 2003 September 2, 2003 June 24, 2003
145. Enron Permian Gathering Inc. 03-13949 June 30, 2003 September 2, 2003 June 24, 2003
146. Transwestern Gathering Company 03-13950 June 30, 2003 September 2, 2003 June 24, 2003
147. Enron Gathering Company 03-13952 June 30, 2003 September 2, 2003 June 24, 2003
148. EGP Fuels Company 03-13953 June 30, 2003 September 2, 2003 June 24, 2003
149. Enron Asset Management Resources, Inc. 03-13957 June 30, 2003 September 2, 2003 June 24, 2003
150. Enron Brazil Power Holdings I Ltd. 03-14053 June 30, 2003 September 2, 2003 June 24, 2003
151. Enron do Brazil Holdings Ltd/ 03-14054 June 30, 2003 September 2, 2003 June 24, 2003
152. Enron Wind Storm Lake II LLC 03-14065 June 30, 2003 September 2, 2003 June 26, 2003
D-4
DATE APPLI-
DATE SCHEDULES AND CABILITY ORDER
ENTITY CASE NUMBER STATEMENT FILED CLAIMS BAR DATE ENTERED(1)
------ ----------- --------------- --------------- ----------
153. Enron Renewable Energy Corp. 03-14067 June 30, 2003 September 2, 2003 June 26, 2003
154. Enron Acquisition III Corp. 03-14068 June 30, 2003 September 2, 2003 June 26, 2003
155. Enron Wind Lake Benton LLC 03-14069 June 30, 2003 September 2, 2003 June 26, 2003
156. Superior Construction Company 03-14070 June 30, 2003 September 2, 2003 June 26, 2003
157. EFS IV, Inc. 03-14126 June 30, 2003 September 2, 2003 June 26, 2003
158. EFS VIII, Inc. 03-14130 June 30, 2003 September 2, 2003 June 26, 2003
159. EFS XIII, Inc. 03-14131 June 30, 2003 September 2, 2003 June 26, 2003
160. Enron Credit Inc. 03-14175 June 30, 2003 September 2, 2003 July 3, 2003
161. Enron Power Corp. 03-14176 June 30, 2003 September 2, 2003 July 3, 2003
162. Richmond Power Enterprise, L.P. 03-14177 June 30, 2003 September 2, 2003 July 3, 2003
163. ECT Strategic Value Corp. 03-14178 June 30, 2003 September 2, 2003 July 3, 2003
164. Enron Development Funding Ltd. 03-14185 June 30, 2003 September 2, 2003 July 3, 2003
165. Atlantic Commercial Finance Inc. 03-14223 June 30, 2003 September 2, 2003 July 3, 2003
166. The Protane Corporation 03-14224 June 30, 2003 September 2, 2003 July 3, 2003
167. Enron Asia Pacific / Africa / China LLC 03-14225 June 30, 2003 September 2, 2003 July 3, 2003
168. Enron Development Corp. 03-14226 June 30, 2003 September 2, 2003 July 3, 2003
169. ET Power 3 LLC 03-14227 June 30, 2003 September 2, 2003 July 3, 2003
170. Nowa Sarzyna Holding B.V. 03-14228 June 30, 2003 September 2, 2003 July 3, 2003
171. Enron South America LLC 03-14229 June 30, 2003 September 2, 2003 July 3, 2003
172. Enron Global Power & Pipelines LLC 03-14230 June 30, 2003 September 2, 2003 August 11, 2003;
August 28, 2003;
September 4, 2003
173. Portland General Holdings, Inc. 03-14231 June 30, 2003 September 2, 2003 July 3, 2003
174. Portland Transition Company, Inc. 03-14232 June 30, 2003 September 2, 2003 July 3, 2003
175. Cabazon Power Partners LLC 03-14539 July 31, 2003 September 30, 2003 July 24, 2003
176. Cabazon Holdings LLC 03-14540 July 31, 2003 September 30, 2003 July 24, 2003
177. Enron Caribbean Basin LLC 03-14862 July 31, 2003 September 30, 2003 August 7, 2003
178. Victory Garden Power Partners I LLC 03-14871 July 31, 2003 September 30, 2003 August 7, 2003
179. Oswego Cogen Company, LLC 03-16566 October ___, 2003 ___________, 2003 October 23, 2003
180. Enron Equipment Procurement Company 03-16882 ______, 2003 __________, 2003 November 6, 2003
D-5
APPENDIX E: CASES CONSOLIDATED INTO NEWBY ACTION
APPENDIX E: CASES CONSOLIDATED INTO NEWBY ACTION
Cases consolidated into:
- ------------------------------------------------------------------------------
CAUSE NO. H-01-3624; MARK NEWBY V. ENRON CORPORATION, ET AL.;
IN THE SOUTHERN DISTRICT OF TEXAS-HOUSTON
STYLE CAUSE NO. ORIGINATING COURT DATE CONSOLIDATED
----- --------- ----------------- -----------------
Seth Abrams and Steven Frank, Individually, H-01-3630 SD/TX-Houston 12/12/2001
et al. v. Enron Corp., et al. [NEWBY0017]
Robert J. Casey, II and Ruth I. Horton, H-01-3647 SD/TX-Houston 12/12/2001
Individually, et al. v. Enron Corp., et al.
[NEWBY0017]
Frank Wilson, on behalf of himself, et al. v. H-01-3652 SD/TX-Houston 12/12/2001
Enron Corporation, et al. [NEWBY0017]
J. Michael Gottesman, Individually, et al. v. H-01-3660 SD/TX-Houston 12/12/2001
Enron Corp., et al. [NEWBY0017]
Avigayil Greenberg, Individually, et al. v. H-01-3670 SD/TX-Houston 12/12/2001
Enron Corp., et al. [NEWBY0017]
Robert Christianson, Individually, et al. v. H-01-3671 SD/TX-Houston 12/12/2001
Enron Corp., et al. [NEWBY0017]
Ernest Gottdiener, Individually, et al. v. H-01-3681 SD/TX-Houston 12/12/2001
Enron Corp., et al. [NEWBY0017]
John P. McCarthy Money Purchase Plan, H-01-3686 SD/TX-Houston 12/12/2001
Individually, et al. v. Enron Corp., et al.
[NEWBY0017]
Michael Koroluk, Individually, et al. v. H-01-3733 SD/TX-Houston 12/12/2001
Enron Corp., et al. [NEWBY0017]
James Brill On Behalf of Himself, et al. v. H-01-3734 SD/TX-Houston 12/12/2001
Enron Corp., et al. [NEWBY0017]
Elmar A. Busch, Individually, et al. v. Enron H-01-3735 SD/TX-Houston 12/12/2001
Corp., et al. [NEWBY0017]
Warren Pinchuck, Individually, et al. v. H-01-3736 SD/TX-Houston 12/12/2001
Enron Corp., et al. [NEWBY0017]
Mahin S. Mashayekh, Individually, et al. v. H-01-3737 SD/TX-Houston 12/12/2001
Enron Corp., et al. [NEWBY0017]
Muriel P. Kaufman IRA, Individually, et al. H-01-3682 SD/TX-Houston 12/12/2001
v. Enron Corp., et al. [NEWBY0017]
Henry H. Steiner, Individually, et al. v. H-01-3717 SD/TX-Houston 12/12/2001
Enron Corp., et al. [NEWBY0017]
E-1
CAUSE NO. H-01-3624; MARK NEWBY V. ENRON CORPORATION, ET AL.;
IN THE SOUTHERN DISTRICT OF TEXAS-HOUSTON
STYLE CAUSE NO. ORIGINATING COURT DATE CONSOLIDATED
----- --------- ----------------- -----------------
Barbara D. Lee, Individually, et al. v. Enron H-01-3789 SD/TX-Houston 12/12/2001
Corp., et al. [NEWBY0017]
Patricia D. Parsons v. Enron Corporation, et H-01-3903 SD/TX-Houston 12/12/2001
al. [NEWBY0017]
Pulsier & Associates v. Kenneth L. Lay, et H-01-4356 SD/TX-Houston 12/26/2001
al. [NEWBY0085]
Naomi Raphael, Individually, et al. v. Enron H-01-3839 SD/TX-Houston 12/12/2001
Corp., et al. [NEWBY0017]
Danielle M. Karcich, UGMA with Andrew J. H-01-3838 SD/TX-Houston 12/12/2001
Karcich Parent and Natural Guardian, on
Behalf of Itself, et al. v. Enron Corp., et
al. [NEWBY0017]
John & Peggy Odam, et al. v. Enron H-01-3914 SD/TX-Houston 12/12/2001
Corporation, et al. [NEWBY0017]
David R. Wortham, Individually, et al. v. H-02-1831 SD/TX-Houston 6/7/2002
Enron Corp., et al. [NEWBY0827]
Frank Anthony Cammarata, III, Individually, H-01-3993 SD/TX-Houston 12/12/2001
et al. v. Enron Corp., et al. [NEWBY0017]
George Nicoud, on behalf of himself, et al. H-01-4009 SD/TX-Houston 12/12/2001
v. Enron Corp., et al. [NEWBY0017]
Archdiocese of Milwaukee Supporting Fund, H-01-4071 SD/TX-Houston 12/12/2001
Inc., Individually, et al. v. Enron Corp., et
al. [NEWBY0017]
Victor Ronald Frangione v. Enron Corp., et H-01-3889 SD/TX-Houston 12/12/2001
al. [NEWBY0017]
Amalgamated Bank, as Trustee for the Longview H-01-4198 SD/TX-Houston 12/12/2001
Collective Investment Fund, et al. v. Kenneth
L. Lay, et al. [NEWBY0017]
Kenneth Franklin, et al, v. Enron Corp., et H-01-4106 SD/TX-Houston 12/12/2001
al. [NEWBY0017]
James J. Daly, as Trustee of the James J. H-01-4189 SD/TX-Houston 12/12/2001
Daly IRA Rollover, et al. v. Enron Corp., et
al. [NEWBY0017]
John Morton Elliott IRA v. Kenneth L. Lay, et H-01-4370 SD/TX-Houston 12/26/2001
al. [NEWBY0084]
E-2
CAUSE NO. H-01-3624; MARK NEWBY V. ENRON CORPORATION, ET AL.;
IN THE SOUTHERN DISTRICT OF TEXAS-HOUSTON
STYLE CAUSE NO. ORIGINATING COURT DATE CONSOLIDATED
----- --------- ----------------- -----------------
William E. Davis and Roxann Davis, H-02-1830 SD/TX-Houston 6/7/2002
Individually, et al. v. Enron Corp., et al.
[NEWBY0827]
John Anson, Individually, et al. v. Kenneth H-02-1827 SD/TX-Houston 6/7/2002
L. Lay, et al. [NEWBY0827]
Leslie H. Duncan, Individually, et al. v. H-02-1828 SD/TX-Houston 6/7/2002
Kenneth L. Lay, et al. [NEWBY0827]
John Barnett, Individually, et al. v. Kenneth H-02-1826 SD/TX-Houston 6/7/2002
L. Lay, et al. [NEWBY0827]
Shelly Douglass, Individually, et al. v. H-02-1825 SD/TX-Houston 6/7/2002
Kenneth L. Lay, et al. [NEWBY0827]
Stephen Phillips, Individually, et al. v. H-02-1829 SD/TX-Houston 6/7/2002
Kenneth L. Lay, et al. [NEWBY0827]
Phil E. Parham and Peggy A. Parham, H-02-1833 SD/TX-Houston 6/7/2002
Individually, et al. v. Kenneth L. Lay, et
al. [NEWBY0827]
Stephen A. McIntyre, Individually, et al. v. H-02-1923 SD/TX-Houston 6/15/2002
Kenneth L. Lay, et al. [NEWBY0877]
Ralph A. Wilt, Jr. v. Andrew S. Fastow, et H-02-0576 SD/TX-Houston 2/18/2002
al. [NEWBY0303]
Jacob Blaz, on Behalf of Himself et al.v. H-02-1150 SD/TX-Houston 4/15/2002
Robert A. Belfer, et al. [NEWBY0475]
Henry P. Blaskie, Jr. v. Kenneth L. Lay, et H-02-1108 SD/TX-Houston 3/28/2002
al. [NEWBY0423]
Mary Bain Pearson, et al. v. Andrew s. H-02-670 SD/TX-Houston 2/26/2002
Fastow, et al. [NEWBY0324]
Barbara G. Smith and George Hasegawa, H-02-2323 SD/TX-Houston 6/27/2002
Individually, et al. v. Kenneth L. Lay, et
al. [NEWBY0948]
Enron Stockholders United, Inc., a Colorado H-02-2903 SD/TX-Houston 8/1/2002
non-profit corporation, Assignee v. Kenneth
L. Lay, et al. [NEWBY0980]
Harold and Frances Ahlich, et al. v. Arthur H-02-0347 SD/TX-Houston 2/1/2002
Andersen, LLP, et al.
Peter J. Shortridge, on behalf of himself, et H-02-2977 SD/TX-Houston 8/19/2002
al. v. Jeffrey K. Skilling, et al. [NEWBY1013]
E-3
CAUSE NO. H-01-3624; MARK NEWBY V. ENRON CORPORATION, ET AL.;
IN THE SOUTHERN DISTRICT OF TEXAS-HOUSTON
STYLE CAUSE NO. ORIGINATING COURT DATE CONSOLIDATED
----- --------- ----------------- -----------------
Investors Partner Life Insurance Co., et al. H-02-1364 SD/TX-Houston 4/15/2002
v. Kenneth L. Lay, et al. [NEWBY0456]
William Scoular v. Andrew S. Fastow et al. H-02-0592 SD/TX-Houston 2/19/2002
[NEWBY0307]
Peter M. Norris, et al. v. Arthur Andersen & H-02-1225 SD/TX-Houston 4/3/2002
Co., et al. [NEWBY0438]
Sidney Kessous, on behalf of himself, et al. H-01-4229 SD/TX-Houston 12/18/2001
v. Kenneth L. Lay, et al.
Kevin Kueser, general partner for Kevmar H-01-4488 SD/TX-Houston 1/3/2002
Holdings Limited Partnership, et al. v.
Kenneth L. Lay, et al. [NEWBY0102]
Bobby Lutz, Individually, et al. v. Arthur H-02-1597 SD/TX-Houston 5/13/2002
Andersen, L.L.P., et al. [NEWBY0724]
Washington State Investment Board, et al. v. H-02-3401 SD/TX-Houston 10/16/2002
Kenneth L. Lay, et al. [NEWBY1086]
Ariel Holdings LLC v. Kenneth L. Lay, et al. H-01-4493 SD/TX-Houston 12/27/2001
[NEWBY0087]
Staro Asset Management, LLC v. Arthur H-01-4480 SD/TX-Houston 12/28/2001
Andersen, LLP, et al. [NEWBY0088]
Mark T. Spathes, et al. v. Kenneth L. Lay, et H-01-4308 SD/TX-Houston 12/18/2001
al.
Beatrice Barkin Martial Trust, Allen J. H-01-4394 SD/TX-Houston 12/26/2001
Barkin Trustee v. Enron Corp., et al.
[NEWBY0091]
Dr. Robert Pearlstein v. Kenneth L. Lay, et H-01-4396 SD/TX-Houston 12/26/2001
al. [NEWBY0086]
Jerome F. Paquin, et al. v. Enron H-01-4475 SD/TX-Houston 1/3/2002
Corporation, et al. [NEWBY0101]
Marcus Oates on Behalf of Himself, et al. v. H-02-0490 SD/TX-Houston 3/14/2002
Kenneth L. Lay, et al. [NEWBY0375]
Mark E. McKinney, et al, v. Enron Corp., et H-02-1869 SD/TX-Houston 6/7/2002
al. [NEWBY0827]
Morgan Krim v. Kenneth L. Lay, et al. H-02-1239 SD/TX-Houston 4/11/2002
[NEWBY0453]
Izidor Klein v. Kenneth L. Lay, et al. H-01-4537 SD/TX-Houston 1/5/2002
[NEWBY0104]
E-4
CAUSE NO. H-01-3624; MARK NEWBY V. ENRON CORPORATION, ET AL.;
IN THE SOUTHERN DISTRICT OF TEXAS-HOUSTON
STYLE CAUSE NO. ORIGINATING COURT DATE CONSOLIDATED
----- --------- ----------------- -----------------
Howard Bruce Klein v. Andrew S. Fastow, et H-02-0117 SD/TX-Houston 1/15/2002
al. [NEWBY0121]
Fathollah Hamedani v. Kenneth L. Lay, et al. H-01-4431 SD/TX-Houston 1/3/2002
[NEWBY0100]
Susan Copley, et al, v. Kenneth L. Lay, et H-01-4168 SD/TX-Houston 12/12/2001
al. [NEWBY0017]
Silvercreek Management Inc., Silvercreek H-02-3185 SD/TX-Houston 9/6/2002
Limited Partnership, et al. v. Salomon Smith
Barney, Inc., et al. [NEWBY1025]
Mike Lange & Reinhardt Lange v. Arthur H-02-2856 SD/TX-Houston 8/1/2002
Andersen, LLP, et al. [NEWBY0977]
Sherrill R. Thomas v. Arthur Andersen, LLP, H-02-4136 SD/TX-Houston 11/5/2002
et al. [NEWBY1120]
Harold van der Linde, et al. v. Arthur H-02-4197 SD/TX-Houston 11/20/2002
Andersen, LLP, et al. [NEWBY1153]
David A. Huettner, et al. v. EOTT Energy H-02-2984 SD/TX-Houston 8/19/2002
Partners, et al. [NEWBY1012]
American National Insurance Company, et al. H-02-463 SD/TX-Galveston 7/8/2002
v. Lehman Brothers Holdings, Inc., et al.
American National Insurance Company, et al. H-02-299 SD/TX-Galveston 5/14/2002
v. JP Morgan Chase & Co., et al. [NEWBY0741]
Silvercreek Management Inc., et al. v. H-03-815 SD/TX-Houston 3/17/2003
Citigroup Inc. et al. [NEWBY1287]
Patrick P. Rogers v. David Bruce Duncan, et H-02-2702 SD/TX-Houston 7/19/2002
al. [NEWBY0973]
Nathaniel Pulsifer, Trustee of the Shooters H-02-3010 SD/TX-Houston 8/19/2002
Hill Revocable Trust, Individually, et al. v.
Kenneth L. Lay, et al. [NEWBY1014]
Abbey National Treasury Services, PLC v. H-02-3869 SD/TX-Houston 11/5/2002
Credit Suisse First Boston Corporation
[NEWBY1121]
Benjamin M. Goode v. Citigroup, Inc., et al. H-02-4149 SD/TX-Houston 11/5/2002
[NEWBY1122]
International Kapitalanlagegesellschaft MBH, H-02-4080 SD/TX-Houston 11/20/2002
Indiviudally, et al. v. Credit Suisse First
Boston Corporation, et al. [NEWBY1154]
E-5
CAUSE NO. H-01-3624; MARK NEWBY V. ENRON CORPORATION, ET AL.;
IN THE SOUTHERN DISTRICT OF TEXAS-HOUSTON
STYLE CAUSE NO. ORIGINATING COURT DATE CONSOLIDATED
----- --------- ----------------- -----------------
Kevin Lamkin, et al. v. UBS Painewebber, H-02-851 SD/TX-Houston 11/22/2002
Inc., et al. [NEWBY1155]
Public Employees Retirement System Board, et H-02-4788 SD/TX-Houston 1/7/2003
al. v. Andew S. Fastow, et al. [NEWBY1214]
Variable Annuity Life Insurance Company, et H-02-3680 SD/TX-Houston 1/15/2003
al. v. Credit Suisse First Boston, Inc., et
al. [NEWBY1224]
Headwaters Capital LLC, et al. v. Kenneth L. H-03-0341 SD/TX-Houston 2/4/2003
Lay, et al. [NEWBY1244]
Lila Ward, Individually, et al. v. Stanley H-03-0484 SD/TX-Houston 2/13/2003
C. Horton, et al. [NEWBY1251]
Hudson Soft Company Limited, on Behalf of H-03-0860 SD/TX-Houston 3/17/2003
Itself, et al. v. Credit Suisse First Boston
Corporation [NEWBY1289]
Westboro Properties LLC, et al. v. Credit H-03-1276 SD/TX-Houston 5/13/2003
Suisse First Boston Inc., et al. [NEWBY1382]
Conseco Annuity Assurance Company, et al. v. H-03-2240 SD/TX-Houston 6/26/2003
Citigroup, Inc., et al. [NEWBY1538]
William Coy and Candy Mounter, et al. v. H-01-4248 SD/TX-Houston 2/4/2002
Arthur Andersen LLP, et al. [NEWBY0279] -
SEVERED FROM NEWBY & DISMISSED WITHOUT
PREJUDICE ON 7/8/03 [NEWBY1546]
The Retirement Systems of Alabama, et al. v. H-03-2308 SD/TX-Houston 7/8/2003
Merrill Lynch & Co., et al. [NEWBY1547]
Joe H. Walker, et al. v. Arthur Andersen, H-03-2345 SD/TX-Houston 7/22/2003
LLP, et al. [NEWBY1579]
American National Insurance Company, et al. H-03-0481 SD/TX-Houston 7/23/2003
v. Royal Bank of Canada [NEWBY1586]
E-6
APPENDIX F: CASES CONSOLIDATED INTO TITTLE ACTION
APPENDIX F: CASES CONSOLIDATED INTO TITTLE ACTION
Cases consolidated into:
- -----------------------------------------------------------------------------
CAUSE NO. H-01-3913; PAMELA M. TITTLE, ET AL. V. ENRON CORP., ET AL.;
IN THE SOUTHERN DISTRICT OF TEXAS-HOUSTON
STYLE CAUSE NO. ORIGINATING COURT DATE CONSOLIDATED
----- --------- ----------------- -----------------
Roy E. Rinard & Steve Lacey v. Enron Corp. H-01-4060 SD/TX-Houston 12/12/2001
Savings Plan Administrative Committee, et al.
[TITTLE0010]
Michael P. Harney, on Behalf of Himself, et H-01-4063 SD/TX-Houston 12/12/2001
al. v. Enron Corp., et al. [TITTLE0010]
Dorothy Ricketts, et al. v. Enron H-01-4128 SD/TX-Houston 12/12/2001
Corporation, an Oregon Corporation, et al.
[TITTLE0010]
Gary W. Kemper, on Behalf of Himself, et al. H-01-4089 SD/TX-Houston 12/12/2001
v. Enron Corporation, et al. [TITTLE0010]
Betty J. Clark, et al., v. Enron Corp., et H-01-4125 SD/TX-Houston 12/12/2001
al. [TITTLE0010]
Richard Pottratz and Bradley Diebner, et al. H-01-4150 SD/TX-Houston 12/12/2001
v. Enron Corp., an Oregon Corporation, et al.
[TITTLE0010]
Catherine & Wayne Stevens, Charles Bradley H-01-4208 SD/TX-Houston 12/12/2001
and Wayne Amondson v. Enron Corp. Savings
Plan Administrative Committee, et al.
[TITTLE0010]
John Walt and Mark Courtney, et al., v. H-01-4299 SD/TX-Houston 12/12/2001
Kenneth L. Lay, et al. [TITTLE0010]
Elmer R. Eddy, et al. v. Enron Corp., et al. H-02-3942 SD/TX-Houston 10/21/2002
[TITTLE0471]
John L. Moore and Linda Bryant, Individually, H-01-4326 SD/TX-Houston 12/12/2001
et al. v. Enron Corp., et al. [TITTLE0010]
Severed Enron Employees Coalition (SEEC), et H-02-0267 SD/TX-Houston 1/25/2002
al. v. The Northern Trust Company, et al.
[TITTLE0049]
Michael L. McCown & Dan Schultz, et al. v. H-02-1058 SD/TX-Houston 3/28/2002
Arthur Andersen, LLP, et al. [TITTLE0126]
Diane M. Perez v. Enron Corp. Savings Plan H-02-2160 SD/TX-Houston 6/10/2002
Administrative Committee, et al. [TITTLE0306]
Karl Breckon, Inidividually, et al. v. Enron H-02-3754 ED/TX-Texarkana 10/21/2002
Corporation Savings Plan Administrative
Committee, et al. [TITTLE0476]
Charles Prestwood, et al. v. William D. H-01-4209 SD/TX-Houston 1/18/2002
Gathman, et al. [TITTLE0038]
CAUSE NO. H-01-3913; PAMELA M. TITTLE, ET AL. V. ENRON CORP., ET AL.;
IN THE SOUTHERN DISTRICT OF TEXAS-HOUSTON
STYLE CAUSE NO. ORIGINATING COURT DATE CONSOLIDATED
----- --------- ----------------- -----------------
Duane L. McEachern v. Enron Corp., et al. H-02-1834 SD/TX-Houston 6/10/2002
[TITTLE0313]
Kevin Lamkin, et al. v. UBS Painewebber, H-02-851 SD/TX-Houston 11/22/2002
Inc., et al. [TITTLE0516]
Elaine Chao, Secretary of the US Dept. of H-03-2257 SD/TX-Houston 7/2/2003
Labor v. Enron Corporation, et al.
[TITTLE0602]
3
APPENDIX G: REORGANIZED DEBTORS' BUDGET
APPENDIX G: REORGANIZED DEBTORS' BUDGET
A. INTRODUCTION
The Budget for the Reorganized Debtors set forth below
reflects (a) actual financial information from December 2, 2001 through June
30, 2003 and (b) estimated financial information for July 1, 2003 through
December 31, 2003 and for each of calendar years 2004, 2005 and 2006. Listed
below are certain significant assumptions utilized in preparing the Budget. The
projected receipts and expenses included in the attached Budget, both in terms
of amounts and timing, are management's best estimates. Unlike most operating
budget projections, the attached budget is associated with a liquidation and
cannot be fully based on historical events and assumptions.
B. VARIANCE
Estimating a budget for the Reorganized Debtors is an
uncertain process because of the number of unknown variables, such as business
and economic contingencies beyond the Reorganized Debtors' control. This
uncertainty is further aggravated by the complexities of these Chapter 11
Cases. The projections contained in the Reorganized Debtors' Budget have not
been compiled or examined by independent accountants. The Debtors make no
representation regarding the accuracy of the projections or the Reorganized
Debtors' ability to achieve forecasted results. Many of the assumptions
underlying the projections are subject to significant uncertainties.
Inevitably, some assumptions will not materialize, and unanticipated events and
circumstances may affect the ultimate financial results. THEREFORE, THE ACTUAL
RESULTS ACHIEVED WILL VARY FROM THE FORECASTS, AND THE VARIATIONS MAY BE
MATERIAL.
C. ASSUMPTIONS
1. The projected receipts and expenses included in the attached
Budget are for the Reorganized Debtors and their subsidiaries
collectively, and are not specific to any particular legal
entities.
2. Net Cash Receipts are gross cash receipts from third parties
related to contract performance, contract settlements,
accounts receivable collections, gross receipts of project
operations where a Debtor is the project manager, and asset
sales less, as applicable, cost of sales for contract
performance, amounts held in escrow pending final resolution
of specific transaction items (i.e., purchase price
adjustments), auction, and marketing fees and collection
agency fees and disbursements related to project operations
where a Debtor is the project manager (including, without
limitation, operations and maintenance costs, taxes, debt
repayments, and investor distributions).
a. Estimated receipts from Trading Contracts &
Receivables: The settlements of trading contracts
are based on the Debtors' review of their positions
with each counterparty, the current status of
G-1
negotiations for settlement with each counterparty
and the Debtors' settlement history. Additionally,
certain trading contracts are subject to arbitration
and litigation that has also been considered in
determining the Debtors' estimate of their receipts
from trading contracts. The collection of trading
accounts receivable is based upon the Debtors'
review of their outstanding accounts receivable
balances by counterparty and also recent collection
history.
b. Estimated Receipts from Asset Sales & Other: (i)
Asset sales projected receipts are based upon
valuation and market analysis for each asset to be
sold and current discussions with potential
purchasers. These amounts include anticipated
settlement and litigation proceeds related to the
assets, but only to the extent a projected
settlement or recovery amount is reasonably known
and the timing of receipt can be reasonably
predicted. However, the Reorganized Debtors do
believe that certain of the expected settlement and
litigation recoveries that are not included in the
Budget are material. The amounts included in the
Budget are net of expected disbursements related to
the assets, such as taxes and dividends; (ii) Asset
Sales & Other also includes projections of material
recoveries from certain financing transactions that
have settled or are projected to settle, to the
extent known or anticipated. However, no receipts
have been projected from financing transactions that
are the subjects of current settlement negotiations
because of the uncertainty of the ultimate
recoveries. Notwithstanding the foregoing, Asset
Sales & Other for the year 2005 does include the
potential release from escrow of proceeds from the
anticipated sale of a newsprint and directory paper
mill business that is associated with a financing
structure, and these proceeds have also been
included in the Blackstone Model.
3. Both the Net Cash Receipts and Expenses are dependent on
headcount necessary to liquidate and/or settle the Remaining
Assets in an efficient manner. As of December 31, 2003, the
Reorganized Debtors are projected to have a headcount of
1,038 with the numbers declining significantly over the 2004
through 2006 period. The projected headcount numbers for the
Reorganized Debtors at each of December 31 of 2004, 2005, and
2006 are 535, 240, and 156, respectively.
4. G&A Expenses include, among other items, expenses related to
the commercial and support groups involved in liquidating the
Remaining Assets and pursuing and resolving claims. They also
include functional support areas such as Accounting, Tax,
Legal and Human Resources. While the majority of the costs
for these expenses will be associated with employees and
contract labor employed by the Reorganized Debtors, certain
of the costs will be outsourced from Stephen Forbes Cooper
LLC, which has been retained by the Reorganized Debtors with
Bankruptcy
G-2
Court approval. The costs associated with this outsourcing
are approximately: $14 million for July 1 - December 31, 2003
(out of total expenses of $304 million, net of Cash Balance
Plan Funding); $31 million for 2004 (out of total expenses of
$474 million); $33 million for 2005 (out of total expenses of
$230 million); and $36 million for 2006 (out of total
expenses of $181 million).
5. As described in Section VII of the Disclosure Statement, the
Reorganized Debtors anticipate providing and receiving
transition services to and from CrossCountry and Prisma and
providing transition services to PGE (including
administrative and other support services) through December
31, 2004. While an extension of these services beyond 2004
could be negotiated in the future, no services or related
headcount, reimbursements or expenses are included in the
attached Budget for beyond 2004. The expenses listed in the
attached Budget are net of reimbursements to the Reorganized
Debtors from the Operating Entities with respect to such
transition services.
6. Other Expenses includes anticipated expenses related to IT
systems and support, accounting systems and support,
insurance, employee retention programs and financing costs
related primarily to obligations pursuant to the Reorganized
Debtors' exit financing facility.
7. Professional Fees do not include any success fee to Stephen
Forbes Cooper LLC, which will be negotiated with the
Creditors' Committee and submitted to the Bankruptcy Court
for approval.
8. The anticipated funding of the amount reflected in the Cash
Balance Plan Funding is currently under discussion (both as
to exact amount and timing) and will be the subject of a
motion and hearing in the Bankruptcy Court.
9. Total Expenses of approximately $1.6 billion for the period
December 2, 2001 through June 30, 2003 includes approximately
$502 million for professional fees, plus approximately $30
million to Stephen Forbes Cooper LLC for outsourcing costs of
the type described in Assumption 4 above.
10. In accordance with the Litigation Trust Agreement and the
Special Litigation Trust Agreement and any agreements entered
into in connection therewith, on the Effective Date, the
Debtors shall transfer such amounts of Cash as jointly
determined by the Debtors and the Creditors' Committee as
necessary to fund the operations of the Litigation Trust and
the Special Litigation Trust. The Debtors and the Reorganized
Debtors shall have no further obligation to provide any
funding with respect to the Litigation Trust or the Special
Litigation Trust. The estimated
G-3
professional fees include estimated funding of the operations
of the Litigation Trust and Special Litigation Trust.
11. Interest Income is projected based on available cash of
approximately $5 billion, plus anticipated cash receipts less
expenses reflected in the attached Budget. It is assumed that
approximately 15% of cash available for distribution at the
time of such distribution will be distributed initially in
the second quarter of 2004, 25% in the fourth quarter of
2004, 15% in the second quarter of 2005, and the remainder
will be distributed in the following quarters: Q4 2005, Q2
2006, Q4 2006, Q2 2007 and Q4 2007. IT SHOULD BE NOTED THAT
THIS HYPOTHETICAL SCENARIO IS FOR ASSUMPTION PURPOSES ONLY,
AND THE ACTUAL TIMING AND AMOUNT OF THE DISTRIBUTIONS MAY
VARY MATERIALLY FROM THE ASSUMPTIONS USED HEREIN.
12. The Reorganized Debtors' Budget contains projections for the
three-year period following the anticipated confirmation of
the Plan. For purposes of the Budget, it is assumed that the
Plan will be confirmed on January 1, 2004. Although the
Debtors anticipate completing the wind-down of the
Reorganized Debtors' businesses by year-end 2006, conclusion
of this process may be delayed by, among other things,
completion of the claims process, resolution of pending
litigation, and issues associated with obtaining relevant
consents and approvals associated with the liquidation of the
Remaining Assets and dissolution of the Reorganized Debtors.
As it is impossible to predict this timing with any
certainty, it is anticipated that the Reorganized Debtors
will conduct periodic and, at a minimum, annual reviews of
the budgets for the Reorganized Debtors, Litigation Trust,
and Special Litigation Trust and review the budgets and seek
approval, as appropriate, with the board of directors and/or
trustees of the Reorganized Debtors, Litigation Trust, and
Special Litigation Trust. In reviewing and analyzing these
budgets, the Reorganized Debtors will endeavor to maximize
the ultimate recoveries to Creditors.
13. The projected receipts included in the Budget include
anticipated asset sales, as well as projected recoveries from
litigation, if a settlement or other recovery is reasonably
known and the timing of receipt can be reasonably predicted.
Nonetheless, the Debtors believe that other settlement and
litigation recoveries not included in the Budget are
material. Consequently, although the budget estimate for 2006
reflects a substantial loss, the Debtors anticipate that the
Reorganized Debtors will have sufficient receipts to satisfy
their operating requirements in 2006 and, should there be a
delay in the conclusion of the wind down of these estates
thereafter.
14. The Reorganized Debtors' Budget reflects the Reorganized
Debtors' projections regarding the funds that will be brought
in and the funds that will be expended in connection with the
winding down of the Reorganized Debtors' businesses. The
Reorganized Debtors' Budget does not reflect
G-4
anticipated distributions or disputed claims reserves to be
made pursuant to the Plan. Allowed Administrative Expense
Claims will be paid in full, in accordance with the Plan, and
a reserve will be established for disputed Administrative
Expense Claims.
G-5
REORGANIZED DEBTORS
BUDGET - SUMMARY PRELIMINARY
DECEMBER 2, 2001 - DECEMBER 31, 2006
(In thousands)
ACTUAL ESTIMATE
---------- ---------------------------------------------------------------
12/2/2001 - 7/1/2003 -
6/30/2003 12/31/2003 2004 2005 2006
---------- ---------- ---------- ---------- ---------
NET CASH RECEIPTS:
Trading Contracts & Receivables $ -- $ 534,775 $ 360,991 $ 772,200 --
Asset Sales & Other -- 803,635 730,668 267,615 16,034
---------- ---------- ---------- ---------- ---------
TOTAL - NET CASH RECEIPTS 5,203,678 1,338,410 1,091,659 1,039,815 16,034
---------- ---------- ---------- ---------- ---------
EXPENSES:
G&A Expenses -- 127,269 162,556 84,804 72,735
Other Expenses -- 29,780 102,951 47,645 45,061
Professional Fees -- 146,418 208,818 97,197 63,458
Cash Balance Plan Funding -- 220,000 -- -- --
---------- ---------- ---------- ---------- ---------
TOTAL EXPENSES 1,594,173 523,467 474,325 229,646 181,254
---------- ---------- ---------- ---------- ---------
Interest Income -- 20,949 82,020 118,841 112,168
---------- ---------- ---------- ---------- ---------
TOTAL $3,609,505 $ 835,892 $ 699,354 $ 929,010 $ (53,052)
========== ========== ========== ========== =========
G-6
APPENDIX H: PGE FINANCIAL PROJECTIONS - 2003-2006
APPENDIX H: PGE FINANCIAL PROJECTIONS - 2003-2006
BASIS OF PRESENTATION
Financial projections for PGE (the "Projections") have been prepared for the
four years ending December 31, 2006. The projections for the fiscal year ended
December 31, 2003, include actual results through June 30, 2003. The
Projections are based on a number of assumptions made with respect to the
future operations and performance of PGE. The Projections should be reviewed in
conjunction with a review of the principal assumptions set forth herein. While
the Projections were prepared in good faith and the assumptions, when
considered on an overall basis are believed to be reasonable in light of the
current circumstances, it is important to note that there can be no assurance
that such assumptions will be realized and Creditors must make their own
determinations as to the reasonableness of such assumptions and the reliability
of the Projections. As outlined in Section XIV of the Disclosure Statement, a
variety of risk factors could affect PGE's financial results and must be
considered.
ASSUMPTIONS
Information relating to certain assumptions used in preparing the Projections
is set forth below.
A. GENERAL
1. PLAN CONSUMMATION. The expense forecasts assume the Plan will
be confirmed and become effective in 2004.
2. ECONOMIC AND INDUSTRY ENVIRONMENT. The Projections assume an economic
environment based on prevailing analyst forecasts for the region, including the
State of Oregon's March 2003 Economic (and Revenue) Forecast and Global
Insight's (WEFA - DRI) U.S. Economic Outlook. In addition, the Projections
assume no significant change in the regulatory and competitive conditions under
which PGE currently operates.
3. TEMPORARY TAX REGULATIONS. The Projections assume that
temporary regulations T.D. 9089 issued by the Treasury Department effective
August 29, 2003, will not require any reduction of tax attributes of PGE as the
result of any exclusion of discharge of indebtedness income from the gross
income of the Debtors.
4. BASIS. The financial projections assume a predecessor
carryover basis rather than either utilizing fresh-start reporting as described
by the American Institute of Certified Public Accountants Statement of Position
90-7 "Financial Reporting by Entities in Reorganization Under the Bankruptcy
Code," or assuming any change in bases as a result of transfer of assets
(whether between companies, to trusts or to creditors). Accordingly, the
projections only reflect adjustments directly related to the Plan. It is
uncertain whether a change in basis resulting from the implementation of the
Plan will occur and if it does occur, when it may occur. Therefore, although
the projections assume a predecessor carryover basis, it may ultimately be
determined that PGE either has the option or is required to use a new basis of
accounting at some point in the future following implementation of the Plan.
H-1
B. OTHER
1. RETAIL LOAD FORECAST. The 2003 and 2004 retail load forecasts are
consistent with PGE's June 23, 2003 filing with the OPUC in its Resource
Valuation Mechanism ("RVM") proceeding (UE-149), consistent with the State of
Oregon's March 2003 Economic (and Revenue) Forecast and Global Insight's
(WEFA-DRI) February 2003 U.S. Economic Outlook. The retail forecasts for 2005
and 2006 assume economic recovery in PGE's service territory. Retail load
forecasts incorporate separate forecasts developed for PGE's largest 21
customers to take into account information that is given to PGE from these
customers. The Projections assume the following annual increases to retail
load:
YEAR RESIDENTIAL COMMERCIAL INDUSTRIAL TOTAL
- -----------------------------------------------------------------------------
2004 4.8% 4.6% -2.2% 3.1%
2005 2.2% 5.4% 6.0% 4.3%
2006 2.0% 3.4% 4.6% 3.1%
2. RATE FILINGS. The Projections assume PGE will obtain annual updates to
power costs through the RVM process and an adjustment in rates through a
general rate case providing an allowed return on equity of 10.5% effective
January 1, 2006, consistent with the projected start date for new resources
consistent with PGE's August 2002 Integrated Resource Plan ("IRP") and February
2003 Supplement to its IRP ("IRP Supplement"). The RVM process adjusts PGE's
retail energy rates annually to reflect changes in PGE's cost of power and is
designed to hold PGE and its customers neutral if a customer decided to
purchase energy from PGE or a new electricity service provider. The Projections
also assume PGE will obtain OPUC approval to amortize the following deferrals
beginning in 2004:
- 2003 Hydro Replacement Power Costs - $10.5 million for two
years
- Pelton/Round Butte Transition Costs - $2.5 million for two
years
- Excess "Category A" Advertising Expenses - $1.4 million for
two years
- SB 1149 Incremental Implementation Costs - $6.4 million for
five years.
3. NET VARIABLE POWER COSTS ("NVPC"). The 2004 NVPC are based on PGE's
June 23, 2003 filing and settlement with the OPUC in its RVM proceeding
(UE-149). Revenues for 2005 and 2006 assume full recovery of the 2005 NVPC and
2006 NVPC at forecasted levels without adjustments. The projected NVPCs assume
average hydro conditions and scheduled maintenance outages for the various
generating plants. Forward market curves for gas and electric power purchases
and sales are based on relevant indices of monthly on-peak and off-peak power
prices as of June 12, 2003. The forward trading curves for gas prices extend
through October 2005. Beyond this point, gas prices are based on the
fundamentals of supply and demand, which forecast a decline in 2006 forward
trading curve prices.
4. FIXED OPERATION AND MAINTENANCE ("O&M") COSTS. The 2003 O&M costs are
based on actuals through June 30, 2003, and projected O&M costs for the
remainder of the year. O&M costs for 2004, 2005, and 2006 are based on the 2003
budget, escalated at rates of inflation of
H-2
1.4%, 2.2% and 2.4%, for 2004, 2005, and 2006, respectively, adjusted for known
or expected changes (such as pension and health benefit expenses).
5. NEW RESOURCES. The Projections assume that new resources will be
obtained by PGE consistent with PGE's IRP and IRP Supplement and use the Port
Westward Project, a combined-cycle gas combustion turbine facility, as the
placeholder. It is assumed a nominal 300 MW unit of the Port Westward Project
will be brought on-line in January 2006. The estimated capital expenditures are
$206 million ($127 million in 2004 and $79 million in 2005), excluding
allowance for funds used during construction (AFUDC).
6. CAPITAL EXPENDITURES. Capital Expenditures are based on normal system
improvements increased by the cost of new resources in 2004 and 2005 (using the
construction costs of the Port Westward Project as the placeholder) and
improvements in 2006 for hydro facilities potentially required through the
relicensing process. These expenditures are projected as:
2003 $176.6 million
2004 $307.0
2005 $245.4
2006 $181.9
7. FINANCINGS. The Projections assume that PGE will undertake the
following financings:
- 2004 - Refinance $45 million First Mortgage Bonds ("FMB")
7.60%-7.61% Series, at 6.0% due 7/14/2019;
- 2004 - Issue $25 million new FMB at 7% due 9/30/2034;
- 2004 - Issue $75 million new FMB at 7% due 3/1/2019;
- 2005 - Refinance $18 million FMB 9.07% Series, at 6.5% due
8/15/2020; and
- 2003-2006 - Redeem $3 million (30,000 shares) annually of the
7.75% Preferred stock.
8. COMMON DIVIDENDS. It is assumed that PGE will declare and pay common
dividends in 2004, 2005, and 2006 to reach and maintain an equity ratio between
48%-52%.
9. BANKRUPTCY CLAIMS. The Projections reflect that 100% of the value of
PGE's Claim against ENE will accrue in 2003 in the amount of $12.7 million. It
is assumed that distributions in the form of cash and stock will be made on
this Claim over time based on estimates as to the timing and amount of
distributions. THESE ESTIMATES WERE UTILIZED FOR PURPOSES OF PREPARING THESE
PROJECTIONS ONLY AND THE ACTUAL TIMING AND AMOUNT OF THE DISTRIBUTIONS MAY VARY
MATERIALLY FROM THE ASSUMPTIONS USED HEREIN.
10. OTHER FACTORS
- Income from Trust Owned Life Insurance investments is
expected to earn a 7% annual return.
- Interest income and expense on certain regulatory assets and
liabilities are calculated based on PGE's weighted cost of
capital of 9.08%.
H-3
- PGE's federal income tax rate will be 35%; its state and
local income tax rate will be at 7.07%, yielding a combined
income tax rate at 39.59%.
- The projections assume that no IRC Section 338(h)(10)
election (which potentially could generate future income tax
benefits) will be made for PGE in respect of the transactions
contemplated by the Plan because both the ability to make
such election and the value of potential income tax benefits
resulting therefrom are uncertain.
11. RECLASSIFICATION. Certain Balance Sheet line items have not
been reclassified to reflect the implementation of SFAS 143, Accounting for
Asset Retirement Obligations. These reclassifications have no effect on PGE's
income or cash flow projections.
12. TAX. For purposes of federal and state income taxes, PGE is treated as
a stand-alone company, not part of a group of corporations filing federal or
state consolidated returns. In addition, the tax allocation agreement between
PGE and ENE is not taken into account.
13. NOL CARRYFORWARDS. The projections do not take into account a net
operating loss carryforward approximately equal to $11 million dollars for the
period during which PGE was deconsolidated from the ENE Tax Group, ending
December 23, 2002.
14. EQUITY INCENTIVE PLAN. The PGE projections do not include any expenses
associated with the anticipated equity incentive plan. Refer to Section VIII.E
of the Disclosure Statement for more information.
H-4
APPENDIX H: PGE FINANCIAL PROJECTIONS - 2003-2006
PORTLAND GENERAL ELECTRIC
INCOME STATEMENT
(US$'S IN MILLIONS) 2003 2004 2005 2006
------- ------- ------- -------
OPERATING REVENUE 1,785.1 1,472.2 1,450.8 1,420.7
OPERATING EXPENSES
PURCHASED POWER AND FUEL 1,040.4 668.5 629.5 549.5
PRODUCTION AND DISTRIBUTION 121.2 127.0 129.8 137.0
ADMINISTRATIVE AND OTHER 150.0 148.3 159.4 167.6
DEPRECIATION AND AMORTIZATION 211.9 233.2 236.4 219.1
TAXES OTHER THAN INCOME TAXES 71.7 70.4 74.0 75.7
INCOME TAXES 56.2 70.2 69.0 85.7
------- ------- ------- -------
NET OPERATING INCOME 133.7 154.6 152.7 186.1
OTHER INCOME AND DEDUCTIONS
MISCELLANEOUS 29.0 23.1 21.3 8.9
INCOME TAXES (2.2) (0.1) (0.3) (0.1)
------- ------- ------- -------
26.8 23.0 21.0 8.8
INTEREST CHARGES
INTEREST ON LONG-TERM DEBT AND OTHER 77.8 73.1 69.7 76.5
INTEREST ON SHORT-TERM BORROWINGS -- -- -- --
------- ------- ------- -------
77.8 73.1 69.7 76.5
NET INCOME BEFORE CUMULATIVE EFFECT OF
A CHANGE IN ACCOUNTING PRINCIPLE 82.7 104.5 104.0 118.4
CUMULATIVE EFFECT (NET) 2.2 -- -- --
------- ------- ------- -------
NET INCOME 84.9 104.5 104.0 118.4
PREFERRED DIVIDEND REQUIREMENT 2.1 1.8 1.6 1.4
------- ------- ------- -------
INCOME AVAILABLE FOR COMMON STOCK 82.8 102.7 102.4 117.0
======= ======= ======= =======
H-5
BALANCE SHEET
(US$'S IN MILLIONS) 2003 2004 2005 2006
-------- -------- -------- --------
ASSETS
ELECTRIC UTILITY PLANT - ORIGINAL COST 3,887.6 4,210.0 4,478.4 4,665.7
ACCUMULATED DEPRECIATION (1,933.5) (2,105.5) (2,279.8) (2,462.9)
-------- -------- -------- --------
NET PLANT 1,954.1 2,104.5 2,198.6 2,202.8
OTHER PROPERTY AND INVESTMENT
NUCLEAR DECOMMISSIONING TRUST 12.5 (4.4) (3.1) 7.1
NON-QUALIFIED BENEFIT PLAN TRUST 66.5 71.4 76.5 82.0
MISCELLANEOUS 41.0 37.5 32.9 30.6
-------- -------- -------- --------
120.0 104.5 106.3 119.7
CURRENT ASSETS
CASH AND CASH EQUIVALENTS 99.0 61.7 11.6 20.9
ACCOUNTS AND NOTES RECEIVABLE (LESS
ALLOWANCE FOR UNCOLLECTIBLE
ACCOUNTS
OF $41) 237.8 213.8 214.3 212.0
UNBILLED AND ACCRUED REVENUES 84.9 87.6 90.4 93.3
ASSETS FROM PRICE RISK MANAGEMENT 3.1 -- -- --
INVENTORIES, AT AVERAGE COST 49.7 52.2 51.4 53.1
PREPAYMENTS AND OTHER 101.6 104.0 101.4 95.1
-------- -------- -------- --------
576.1 519.3 469.1 474.4
DEFERRED CHARGES
UNAMORTIZED REGULATORY ASSETS 473.2 363.5 269.8 228.6
MISCELLANEOUS 30.6 27.7 25.0 22.7
-------- -------- -------- --------
503.8 391.2 294.8 251.3
-------- -------- -------- --------
TOTAL ASSETS 3,154.0 3,119.5 3,068.8 3,048.2
======== ======== ======== ========
H-6
BALANCE SHEET
(US$'S IN MILLIONS) 2003 2004 2005 2006
------- ------- ------- -------
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
COMMON STOCK EQUITY
COMMON STOCK, $3.75 PAR VALUE PER
SHARE, 100,000,000
SHARES AUTHORIZED, 42,758,877
SHARES OUTSTANDING 160.3 160.3 160.3 160.3
OTHER PAID-IN CAPITAL 481.0 481.0 481.0 481.0
RETAINED EARNINGS 570.9 493.6 506.0 533.0
ACCUMULATED OTHER COMPREHENSIVE
INCOME (LOSS):
MINIMUM PENSION LIABILITY
ADJUSTMENT (0.3) (0.3) (0.3) (0.3)
CUMULATIVE PREFERRED STOCK SUBJECT TO
MANDATORY REDEMPTION 23.5 20.5 17.5 14.5
LONG TERM DEBT OBLIGATIONS 964.6 1,081.5 1,090.6 1,040.8
------- ------- ------- -------
TOTAL CAPITALIZATION 2,200.0 2,236.6 2,255.1 2,229.3
CURRENT LIABILITIES
LONG TERM DEBT DUE WITHIN ONE YEAR 54.5 28.2 9.0 50.0
PREFERRED SINKING FUND 1.5 1.5 1.5 1.5
ACCOUNTS PAYABLE AND OTHER ACCRUALS 198.2 188.8 189.1 182.1
CUSTOMER DEPOSITS 5.5 5.5 5.5 5.5
ACCRUED INTEREST 14.9 18.3 19.9 20.1
DIVIDENDS PAYABLE 0.5 0.5 0.4 0.3
ACCRUED TAXES 6.5 7.8 11.0 10.5
------- ------- ------- -------
TOTAL CURRENT LIABILITIES 281.6 250.6 236.4 270.0
OTHER
DEFERRED INCOME TAXES 383.4 374.6 332.4 311.9
DEFERRED INVESTMENT TAX CREDITS 16.5 13.2 10.0 6.7
TROJAN ASSET RETIREMENT OBLIGATION AND
TRANSITION COSTS 153.5 122.4 109.7 105.8
UNAMORTIZED REGULATORY LIABILITIES 13.8 13.8 13.8 9.6
NON-QUALIFIED BENEFIT PLAN LIABILITIES 63.8 66.5 69.2 72.1
MISCELLANEOUS 41.4 41.8 42.2 42.8
------- ------- ------- -------
TOTAL OTHER LIABILITIES 672.4 632.3 577.3 548.9
------- ------- ------- -------
TOTAL LIABILITIES 3,154.0 3,119.5 3,068.8 3,048.2
======= ======= ======= =======
H-7
CASH FLOW STATEMENT
(US$'S IN MILLIONS) 2003 2004 2005 2006
------- ------- ------- -------
CASH FLOW FROM OPERATIONS
RECONCILIATION OF NET INCOME TO NET
CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES
NET INCOME 82.8 102.7 102.4 117.0
CUMULATIVE EFFECT OF A CHANGE IN
ACCOUNTING
PRINCIPLE, NET OF TAX (2.2) -- -- --
DEPRECIATION AND AMORTIZATION 211.9 233.2 236.4 219.1
DEFERRED INCOME TAXES (3.0) (3.9) (37.3) (15.6)
NET ASSETS FROM PRICE RISK
MANAGEMENT ACTIVITIES (5.4) 3.1 -- --
POWER COST ADJUSTMENT 32.3 49.5 29.2 0.0
OTHER NON-CASH INCOME AND
EXPENDITURES - NET (3.2) (3.2) (3.2) (3.3)
CHANGES IN WORKING CAPITAL
(INCREASE) DECREASE IN RECEIVABLES 2.1 21.2 (3.3) (0.6)
INCREASE (DECREASE) IN PAYABLES (61.4) (4.6) 5.0 (7.3)
OTHER WORKING CAPITAL ITEMS - NET (13.4) (4.8) 3.3 4.7
OTHER 24.6 15.5 1.7 (11.5)
------- ------- ------- -------
NET CASH FROM OPERATIONS 265.1 408.7 334.2 302.5
CASH FLOW FROM INVESTING ACTIVITIES
CAPITAL EXPENDITURES (181.7) (322.4) (268.4) (187.3)
OTHER (33.0) (31.1) (12.7) (3.9)
------- ------- ------- -------
NET CASH FROM INVESTING ACTIVITIES (214.7) (353.5) (281.1) (191.2)
CASH FLOW FROM FINANCING ACTIVITIES
NET DECREASE IN SHORT-TERM DEBT -- -- -- --
ISSUANCE OF LONG-TERM DEBT 342.4 145.0 18.0 --
REPAYMENT OF LONG-TERM DEBT (341.4) (54.5) (28.2) (9.0)
PREFERRED STOCK RETIRED (3.0) (3.0) (3.0) (3.0)
DIVIDEND PAYMENT -- (180.0) (90.0) (90.0)
------- ------- ------- -------
NET CASH FROM FINANCING ACTIVITIES (2.0) (92.5) (103.2) (102.0)
------- ------- ------- -------
NET CASH FLOW 48.4 (37.3) (50.1) 9.3
======= ======= ======= =======
H-8
APPENDIX I: CROSSCOUNTRY HISTORICAL FINANCIALS
APPENDIX I: CROSS COUNTY HISTORICAL FINANCIALS
This appendix includes a discussion of the Results of Operations and the
audited financial statements for the fiscal years ended December 31, 2001 and
2002 for each of Citrus and Transwestern, in which CrossCountry is expected to
hold a 50% equity interest and a 100% equity interest, respectively.
The Debtors also refer to the following reports filed with the SEC by
Northern Border Partners, a publicly traded limited partnership in which
CrossCountry is expected to indirectly hold a 1.65% interest out of an aggregate
2% general partner interest and a 1.06% limited partner interest:
- Northern Border Partners' Annual Report on Form 10-K for the
fiscal year ended December 31, 2002;
- Northern Border Partners' Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2003, June 30, 2003 and September 30,
2003 (the third quarter 2003 Form 10-Q is required to be filed
by November 14, 2003);
- Northern Border Partners' Current Reports on Form 8-K filed
April 17, 2003, April 22, 2003, May 19, 2003, May 23, 2003, July
10, 2003, July 11, 2003, July 15, 2003, July 24, 2003, September
18, 2003, October 1, 2003 and October 24, 2003.
The Debtors did not prepare such reports of Northern Border Partners,
but they are publicly available as information that may be relevant to the
Creditors' decision in voting on the Plan. These documents may be viewed under
"Related Documents" at http://www.enron.com/corp/por/.
For a complete discussion of CrossCountry, see Section IX.,
"CrossCountry Energy Corp." and the associated risk factors in Section XIV of
the Disclosure Statement.
I-1
2001 vs. 2000
CITRUS CORP. AND SUBSIDIARIES - RESULTS OF OPERATIONS
The following discussion and analysis of the financial condition and
results of operations of Citrus are based on the Financial Statements of Citrus,
which were prepared in accordance with accounting principles generally accepted
in the United States of America, and should be read in conjunction with the
Financial Statements included herein. The discussion of the results of
operations contained herein was not prepared in connection with the original
audit of Citrus, and has not been reviewed by outside auditors.
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
INCOME STATEMENT
Net Income decreased by $19.7 million from $100.0 million in 2000
to $80.3 million in 2001.
Revenues decreased by $124.4 million, from $476.0 million in 2000
compared to $351.6 million in 2001. A decrease of $168.1 million reflects
reporting changes for Citrus Trading as a result of early adoption of SFAS 133,
"Accounting for Derivative Instruments and Hedging Activities." In 2000, Citrus
Trading revenues and costs were shown separately on the income statement. In
2001, the Citrus Trading results were netted in other income (expense).
Partially offsetting the revenue reduction described above is an increase in
gas transportation revenues of $43.7 million resulting primarily from
significantly higher transport margins from the in-service of the Florida Gas
Phase IV Expansion project (May 2001).
Operating costs and expenses decreased $153.7 million, from $311.5
million in 2000 to $157.8 million in 2001. As mentioned above in the revenues
discussion, due to the change in income statement presentation associated with
the adoption of SFAS 133 in 2000, Citrus Trading stopped presenting natural gas
purchased costs in operating expenses, resulting in a reduction in natural gas
purchased costs of $162.3 million between the years. Operations and maintenance
expenses were $79.0 million in 2000 compared to $77.4 million in 2001. The
reduction is due primarily to lower Gas Research Institute and Annual Charge
Adjustment amortization and compressor overhauls expenses, partially offset by a
gas gain in 2000 that was transferred to Florida Gas's fuel tracker in 2001.
Depreciation and amortization increased due primarily to the in-service of the
Florida Gas Phase IV Expansion project in May 2001. Taxes other than income
increased due primarily to accrual adjustments in 2000 to reflect estimated
assessments associated with pipeline expansions.
Other expense was $58.6 million in 2000 compared to $62.8 million
in 2001, resulting in a $4.2 million increase. Other expense includes three
components: interest expense, net, allowance for funds used during construction
("AFUDC") and other, net.
I-2
Interest expense, net increased due to higher average debt balances
throughout 2001 compared to 2000 resulting primarily from a Florida Gas $325
million long-term debt borrowing in December 2000 to fund the Florida Gas
expansion projects.
AFUDC decreased primarily due to the in-service of Florida Gas's Phase
IV Expansion in May 2001.
Other, net income increased by $5.3 million from $8.3 million in 2000 to
$13.6 million in 2001. Florida Gas other, net income improved due to a number of
favorable regulatory related entries and an increase in regulatory income
related to the in-service of Florida Gas's expansion projects partially offset
by lower asset sale gains. Citrus Energy Services other, net improved primarily
reflecting nonrecurring income in 2001 associated with arranging a Florida Gas
shipper transportation contract and a net expense in 2000 associated with fiber
optic expenses. These increases were partially offset by a Citrus Trading other,
net income decrease due primarily to the impact of changes in the value of its
price risk management portfolio.
The Cumulative Effect of Accounting Changes, Net of Tax recognized a
$35.2 million after-tax reduction from 2000 to 2001 resulting from the early
adoption of SFAS 133 in 2000 by Citrus Trading and Florida Gas. Citrus Trading
determined its gas sales and purchases contracts to be derivatives and
recognized their fair value, and Florida Gas recognized interest rate swap
gains. There were no comparable transactions in 2001.
CASH FLOWS
Cash Flow increased by $27.2 million, from $19.8 million of cash
expended in 2000 to $7.4 million of cash generated in 2001.
Net cash provided by operating activities increased by $186.3 million,
from $37.9 million in 2000 to $224.2 million in 2001, primarily due to a Citrus
Trading $80 million gas purchase, sales and exchange arrangement with an ENE
affiliate involving three agreements, each dated December 1, 2000. Under the
first agreement, Citrus Trading contracted to purchase approximately 12 million
MMBTU of gas from the ENE affiliate at $6.65 per MMBTU with payment due by
Citrus Trading in December 2000. In the second agreement, Citrus Trading
contracted to sell 12 million MMBTU of gas to the same ENE affiliate in December
2000 at $6.67536 per MMBTU, with payment due in January 2001. In the third
agreement, Citrus Trading and the same ENE affiliate exchanged the two 12
million MMBTU gas delivery obligations under the prior two agreements; Citrus
Trading was paid an exchange fee of $.01051 per MMBTU. This third exchange
agreement had the effect of canceling obligations for physical delivery of gas
by Citrus Trading and the ENE affiliate to each other under the prior two
agreements, with only the financial obligations remaining. As a result of these
related transactions, Citrus Trading paid the ENE affiliate $80 million in
December 2000 and received $80.4 million in January 2001, resulting in a $160.4
million net cash provided by operations variance between the two years. In
addition, in December 2000 Citrus Trading agreed to pay the same ENE affiliate
$20 million in December 2000 instead of January 2001 on an
I-3
existing gas contract and Citrus was paid a fee for this early payment, which
fee was included in the total cost of funds to Citrus (both for the $80 million
arrangement and the $20 million early payment) that was recovered through the
margin the ENE affiliate agreed to pay Citrus under the second agreement and the
exchange fee the ENE affiliate agreed to pay Citrus under the third agreement
described above. Citrus's favorable cash flow variance in 2001 resulting from
these transactions with the ENE affiliate was partially offset by higher
interest payments and increased income tax payments in 2001. Refer to Section
XIV.H.1.k, "Related Party Transactions" for more information.
Net cash flows used in investing activities decreased by $47.5 million,
from $233.2 million used in 2000 to $185.7 million used in 2001. Capital
expenditures, net of AFUDC, decreased primarily due to the in-service of the
Florida Gas Phase IV expansion project in May 2001 partially offset by the
initial expenditures for the Phase V and VI expansion projects. Cash inflow
from the disposition of property, plant and equipment, net decreased between the
years due to lower net salvage receipts, casualty loss insurance proceeds and
lower asset sales proceeds.
Net cash flows used in financing activities increased by $206.6 million,
from $175.5 million provided in 2000 to $31.1 million used in 2001. Citrus and
Florida Gas's net borrowings were $225.3 million higher between the years
primarily to finance the Florida Gas expansions and general corporate needs.
Florida Gas settled an interest rate lock with a $18.7 million payment in 2000.
Total cash and equivalents balances increased by $7.4 million from $3.7
million at the end of the year 2000 to $11.1 million at the end of the year
2001.
I-4
2002 VS. 2001
CITRUS CORP. AND SUBSIDIARIES -- RESULTS OF OPERATIONS
The following discussion and analysis of the financial condition and
results of operations of Citrus are based on the Financial Statements of Citrus,
which were prepared in accordance with accounting principles generally accepted
in the United States of America, and should be read in conjunction with the
Financial Statements included herein. The discussion of the results of
operations contained herein was not prepared in connection with the original
audit of Citrus, and has not been reviewed by outside auditors.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
INCOME STATEMENT
Net Income increased by $16.3 million from $80.3 million in 2001
compared to $96.6 million in 2002.
Revenues increased $170.2 million, from $351.6 million in 2001 compared
to $521.8 million in 2002, due in part to the in-service of the Florida Gas
Phase IV Expansion project in May 2001 and the partial in-service of the Phase V
Expansion project in April 2002. Approximately $42 million of 2001 revenues are
attributable to Phase IV contracts and $54 million in 2002. Phase V revenues
were minimal in 2001 but provided approximately $54 million of revenues in 2002.
Florida Gas short-term firm revenues were higher in 2002, reflecting stronger
demand driven partially by favorable pricing of natural gas to residual fuel oil
and additional gas-fired electric generation units being placed into service in
Florida. The gas sales revenue increase of $102.2 million is primarily due to a
change in presentation of Citrus Trading revenues. Certain trading revenues are
separately reflected in 2002 that were netted with gas purchase expense and
other related expenses in other income (expense) in 2001. This change in
presentation was prompted by the bankruptcy of ENA, a significant Citrus Trading
gas swap counter-party. Citrus Trading's loss of performance by ENA of the gas
swap agreements required Citrus Trading to actively manage and become the
primary obligor beginning in 2002 of these agreements.
Operating costs and expenses increased $104.1 million, from $157.8
million in 2001 compared to $261.9 million in 2002. As explained above in the
revenues discussion, Citrus Trading separately reported natural gas purchased
costs of $91.9 million in 2002 and they were netted with revenues and
transportation expenses in other income (expense) in 2001. Operations and
maintenance expenses were $90.0 million for 2002 compared to $77.4 million for
2001. The increase is due primarily to the following items: Citrus Trading's
pipeline transportation expenses were included in 2002 but not recognized in
this category in 2001 due to the reporting presentation discussed above;
operation and maintenance costs were higher primarily resulting from the
in-service of the Florida Gas Phase IV Expansion in 2001 and the partial
in-service of the Phase V Expansion project in 2002; and compensation costs,
ENE, service company and support
I-5
group allocated expenses were higher in 2002, partially offset by reductions to
several regulatory expenses that were lower in 2002. Depreciation and
amortization expenses were $51.8 million in 2001 compared to $58.1 million in
2002. The increase was primarily due to the in-service of the Florida Gas Phase
IV Expansion in 2001 and the in-service of portions of the Phase V Expansion
project in 2002. Taxes other than income taxes were $28.6 million in 2001
compared to $21.9 million in 2002. The decrease reflects an accrual adjustment
in 2002 to more closely match the accrual to the final assessed ad valorem
taxes.
Other expense was $62.8 million in 2001 compared to $103.6 million in
2002, resulting in a $40.8 million increase. Other expense includes three
components: interest expense, net, AFUDC and other, net.
Interest expense, net increased due to an increase in interest expense
resulting primarily from Florida Gas debt financing of $250 million in July
2002, partially offset by Florida Gas and Citrus long-term debt payments. The
Florida Gas debt was used primarily to fund the Florida Gas Phase V and VI
expansion projects. Partially offsetting this increase is Citrus Trading's
deferred interest income in 2002 relating to realization of its price risk
management net asset valuations in accordance with SFAS 133. As mentioned
earlier, due to the change in reporting Citrus Trading results in 2002, this
item was recognized in this category in 2002 but included along with revenues
and all related costs in other income (expense) for 2001.
AFUDC increased as a result of the substantial capital expenditures on
the Florida Gas Phase V and VI Expansion projects, partially offset by lower
AFUDC due to the in-service of the Phase IV project in May 2001.
Other, net expense increased $43.3 million from net income of $13.6
million in 2001 to a net expense of $29.7 million in 2002. Citrus Trading other,
net expense increased, primarily due to changes in valuation of its net price
risk management asset. Florida Gas other net expense increased due primarily to
a reduction in regulatory income related to the in-service of Florida Gas's
expansion projects and reduced income from minor customer construction projects.
These increases were partially offset by Citrus Energy Services' other net
income decrease due to the realization in 2001 of nonrecurring income associated
with arranging gas transportation services for a shipper on Florida Gas.
CASH FLOWS
Cash Flow increased by $91.4 million, from $7.4 million of cash
generated in 2001 to $98.8 million in 2002.
Net cash provided by operating activities decreased by $38.9 million,
from $224.2 million in 2001 to $185.3 million in 2002, primarily due to a
non-recurring receipt of cash in 2001 from a Citrus Trading $80 million gas
purchase, sales and exchange arrangement with an ENE affiliate involving three
agreements, each dated December 1, 2000. Under the first agreement, Citrus
Trading contracted to purchase approximately 12
I-6
million MMBTU of gas from the ENE affiliate at $6.65 per MMBTU with payment due
by Citrus Trading in December 2000. In the second agreement, Citrus Trading
contracted to sell 12 million MMBTU of gas to the same ENE affiliate in December
2000 at $6.67536 per MMBTU, with payment due in January 2001. In the third
agreement, Citrus Trading and the same ENE affiliate exchanged the two 12
million MMBTU gas delivery obligations under the prior two agreements; Citrus
Trading was paid an exchange fee of $.01051 per MMBTU. This third exchange
agreement had the effect of canceling obligations for physical delivery of gas
by Citrus Trading and the ENE affiliate to each other under the prior two
agreements, with only the financial obligations remaining. As a result of these
related transactions, Citrus Trading paid the ENE affiliate $80 million in
December 2000 and received $80.4 million in January 2001. In addition, in
December 2000 Citrus Trading agreed to pay the same ENE affiliate $20 million in
December 2000 instead of January 2001 on an existing gas contract and Citrus was
paid a fee for this early payment, which fee was included in the total cost of
funds to Citrus (both for the $80 million arrangement and the $20 million early
payment) that was recovered through the margin the ENE affiliate agreed to pay
Citrus under the second agreement and the exchange fee the ENE affiliate agreed
to pay Citrus under the third agreement described above. The financial effect of
these transactions with the ENE affiliate was to increase net cash provided by
operating activities in 2001 by $100.4 million, resulting, thereby, in a
negative variance from 2002 to 2001. Citrus Trading's cash flow in 2002 also
decreased reflecting lower cash margins and a collateralized letter of credit
initiated in 2002. These decreases were partially offset by a Citrus cash flow
increase of $9.4 million due to lower interest payments and lower income tax
payments and Florida Gas's cash flow increase of $57.8 million due primarily to
the in-service of the Phase IV and V expansions. Refer to Section XIV.H.l.k,
"Related Party Transactions" for more information.
Net cash flows used in investing activities increased by $37.5 million,
from $185.7 million used in 2001 to $223.2 million used in 2002. Capital
expenditures, net of AFUDC, increased primarily due to substantial spending for
the Florida Gas Phase IV, V and VI Expansion projects in both years. Cash flow
from the disposition of property, plant and equipment, net increased in 2002
primarily due to Florida Gas asset sale cash proceeds.
Net cash flows from financing activities increased by $167.8 million,
from $31.1 million of cash used in 2001 to $136.7 million of cash provided in
2002. Citrus and Florida Gas repaid $80.0 million of short-term borrowings in
January 2001. Furthermore, Florida Gas borrowed $250 million under a 144A debt
financing in July 2002 and paid down $74.7 million of long-term debt in 2002 it
had borrowed in 2001. Florida Gas's long-term borrowing was utilized primarily
to fund the Phase V and VI Expansion projects and for general corporate
purposes. Florida Gas paid $12.3 million in 2002 to settle an interest rate
hedge related to its July 2002 debt financing.
Total cash and equivalents balances increased by $98.8 million from
$11.1 million at the end of 2001 to $109.9 million at the end of 2002.
I-7
[PRICEWATERHOUSECOOPERS LOGO]
CITRUS CORP. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AND CONSOLIDATING INFORMATION
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
WITH REPORT OF INDEPENDENT ACCOUNTANTS
CITRUS CORP. AND SUBSIDIARIES
TABLE OF CONTENTS
PAGE NO.
--------
REPORT OF INDEPENDENT ACCOUNTANTS
Report of Independent Accountants 2
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets - Assets 3
Consolidated Balance Sheets - Liabilities and Stockholders' Equity 4
Consolidated Statements of Income 5
Consolidated Statements of Stockholders' Equity 6
Consolidated Statements of Cash Flows 7
Notes to Consolidated Financial Statements 8-23
CONSOLIDATING INFORMATION
As of and for the year ended December 31,2002:
Consolidating Balance Sheet - Assets 24
Consolidating Balance Sheet - Liabilities and Stockholders' Equity 25
Consolidating Statement of Income 26
Consolidating Statement of Stockholders' Equity 27
Consolidating Statement of Cash Flows 28
As of and for the year ended December 31, 2001:
Consolidating Balance Sheet - Assets 29
Consolidating Balance Sheet - Liabilities and Stockholders' Equity 30
Consolidating Statement of Income 31
Consolidating Statement of Stockholders' Equity 32
Consolidating Statement of Cash Flows 33
1
(PRICEWATERHOUSECOOPERS LETTERHEAD)
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
Citrus Corp. and Subsidiaries:
In our opinion, the accompanying consolidated balance sheet as of December 31,
2002 and the related consolidated statements of income, stockholders' equity and
cash flows present fairly, in all material respects, the financial position of
Citrus Corp. and Subsidiaries (the "Company") at December 31, 2002, and the
results of their operations and their cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion. The financial statements of
the Company as of December 31, 2001, and for the two years in the period then
ended were audited by other independent accountants whose report dated March 15,
2002 expressed an unqualified opinion on those statements.
Our audit was conducted for the purpose of forming an opinion on the
consolidated financial statements taken as a whole. The consolidating
information is presented for purposes of additional analysis of the consolidated
financial statements rather than to present the financial position, results of
operations and cash flows of the individual companies. Accordingly, we do not
express an opinion on the financial position, results of operations and cash
flows of the individual companies. However, the consolidating information as of
and for the year ended December 31, 2002 has been subjected to the auditing
procedures applied in the audit of the consolidated financial statements and, in
our opinion, is fairly stated in all material respects in relation to the
consolidated financial statements taken as a whole. The consolidating
information as of and for the year ended December 31, 2001 has been subjected to
auditing procedures applied by other independent accountants, during their audit
of the 2001 financial statements, whose report dated March 15, 2002 expressed
that such consolidating information is fairly stated in all material respects in
relation to the basic consolidated financial statements taken as a whole.
PRICEWATERHOUSECOOPERS LLP
March 27, 2003
2
CITRUS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
- ---------------------------------------------------------------------------------------------------------
December 31,
---------------------------
(In Thousands) 2002 2001
- ---------------------------------------------------------------------------------------------------------
ASSETS
Current Assets
Cash and cash equivalents $ 109,916 $ 11,098
Trade and other receivables
Customers, net of allowance for doubtful accounts of $77 and $826 36,656 38,002
Income taxes 3,647 --
Price risk management assets 147,052 129,516
Materials and supplies 3,337 3,686
Other 6,796 4,763
---------------------------
Total Current Assets 307,404 187,065
---------------------------
Deferred Charges
Unamortized debt expense 10,891 8,592
Price risk management assets 537,689 503,654
Other 54,618 36,810
---------------------------
Total Deferred Charges 603,198 549,056
---------------------------
Property, Plant and Equipment, at cost
Completed Plant 3,733,856 3,460,009
Construction work-in-progress 180,432 220,196
---------------------------
Total property, plant and equipment, at cost 3,914,288 3,680,205
Less - accumulated depreciation and amortization 1,004,345 956,305
---------------------------
Net Property, Plant and Equipment 2,909,943 2,723,900
---------------------------
TOTAL ASSETS $ 3,820,545 $ 3,460,021
===========================
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
3
CITRUS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
December 31,
---------------------------
(In Thousands, Except Share Data) 2002 2001
- --------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Long-term debt due within one year $ 25,409 $ 25,750
Accounts payable
Trade 10,291 22,718
Affiliated companies 18,964 19,464
Accrued liabilities
Interest 21,345 13,742
Income taxes -- 5,240
Other taxes 9,107 13,531
Price risk management liabilities 138,637 91,867
Other 2,493 158
---------------------------
Total Current Liabilities 226,246 192,470
---------------------------
Long-Term Debt 1,224,580 1,074,207
---------------------------
Deferred Credits
Deferred income taxes 652,070 595,917
Price risk management liabilities 488,911 457,762
Other 10,045 5,819
---------------------------
Total Deferred Credits 1,151,026 1,059,498
---------------------------
Stockholders' Equity
Common stock, $1 par value; 1,000 shares
authorized, issued and outstanding 1 1
Additional paid-in capital 634,271 634,271
Accumulated other comprehensive income (18,453) (6,713)
Retained earnings 602,874 506,287
---------------------------
Total Stockholders' Equity 1,218,693 1,133,846
---------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,820,545 $ 3,460,021
===========================
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
4
CITRUS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
- ---------------------------------------------------------------------------------------------------------
Year Ended December 31,
------------------------------------------
(In Thousands) 2002 2001 2000
- ---------------------------------------------------------------------------------------------------------
Revenues
Gas Sales $ 102,166 $ -- $ 168,145
Gas transportation, net 419,636 351,638 307,928
------------------------------------------
521,802 351,638 476,073
Costs and Expenses ------------------------------------------
Natural gas purchased 91,925 -- 162,348
Operations and maintenance 89,993 77,368 78,982
Depreciation 38,041 31,771 29,144
Amortization 20,060 20,061 21,295
Taxes - other than income taxes 21,859 28,594 19,700
------------------------------------------
261,878 157,794 311,469
------------------------------------------
Operating Income 259,924 193,844 164,604
Other Income (Expense) ------------------------------------------
Interest expense, net (91,042) (90,017) (82,117)
Allowance for funds used during construction 17,141 13,645 15,176
Other, net (29,708) 13,591 8,318
------------------------------------------
(103,609) (62,781) (58,623)
------------------------------------------
Income Before Income Taxes and Cumulative
Effect of Accounting Change 156,315 131,063 105,981
Income Tax Expense 59,728 50,735 41,099
------------------------------------------
Net Income Before Cumulative Effect of Accounting Change 96,587 80,328 64,882
Cumulative Effect of Accounting Change, net of tax -- -- 35,162
------------------------------------------
Net Income $ 96,587 $ 80,328 $ 100,044
==========================================
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
5
CITRUS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
- -------------------------------------------------------------------------------------------------------------------
Year Ended December 31,
------------------------------------------
(In Thousands) 2002 2001 2000
- -------------------------------------------------------------------------------------------------------------------
Common Stock
Balance, beginning and end of year $ 1 $ 1 $ 1
------------------------------------------
Additional Paid-in Capital
Balance, beginning and end of year 634,271 634,271 634,271
------------------------------------------
Accumulated Other Comprehensive Income (Loss):
Balance, beginning of year (6,713) (6,692) --
Deferred loss on cash flow hedge (12,280) -- --
Cumulative effect of accounting changes -- -- (6,690)
Recognition in earnings (losses) of previously deferred losses
related to derivative instruments used as cash flow hedges 540 (21) (2)
------------------------------------------
Balance, end of year (18,453) (6,713) (6,692)
------------------------------------------
Retained Earnings
Balance, beginning of year 506,287 425,959 325,915
Net income 96,587 80,328 100,044
------------------------------------------
Balance, end of year 602,874 506,287 425,959
------------------------------------------
Total Stockholders' Equity $ 1,218,693 $ 1,133,846 $ 1,053,539
==========================================
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
6
CITRUS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
- ---------------------------------------------------------------------------------------------------------
Year Ended December 31,
------------------------------------------
(In Thousands) 2002 2001 2000
- ---------------------------------------------------------------------------------------------------------
Cash Flows From Operating Activities
Net income $ 96,587 $ 80,328 $ 100,044
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation and amortization 58,101 51,832 50,439
Amortization of hedge loss in OCI 540 -- --
Overhaul charges amortization 1,203 -- --
Non-cash interest income (2,025) -- --
Deferred income taxes 56,154 33,536 37,371
Allowance for funds used during construction (17,141) (13,645) (15,176)
Gain on sale of assets -- -- (486)
Changes in assets and liabilities
Trade and other receivables 1,345 89,637 (80,732)
Materials and supplies 350 322 302
Accounts payable (12,929) 310 (3,414)
Accrued liabilities (5,711) 37 7,117
Other current assets and liabilities 304 15,361 (7,059)
Fair value loss of reverse swap 2,575 -- --
Price risk management assets and liabilities 26,349 (613) (7,579)
Other, net (20,385) (32,930) (42,970)
------------------------------------------
Net Cash Provided by Operating Activities 185,317 224,175 37,857
------------------------------------------
Cash Flows From Investing Activities
Additions to property, plant and equipment (242,804) (198,836) (261,252)
Allowance for funds used during construction 17,141 13,645 15,176
Disposition of property, plant and equipment, net 2,444 (526) 12,411
Net proceeds from sale of assets -- -- 486
------------------------------------------
Net Cash Used in Investing Activities (223,219) (185,717) (233,179)
------------------------------------------
Cash Flows From Financing Activities
Short-term bank borrowings, net -- (80,000) 15,000
Proceeds from issuance of long-term debt 250,000 74,700 325,000
Repayment of long-term debt (74,700) -- --
Hedge payments -- -- (18,724)
Anticipatory hedge settlement (OCI) (12,280) -- --
Interest rate swap settlement (550) -- --
Principal payments on long-term debt (25,750) (25,750) (145,750)
------------------------------------------
Net Cash Provided by/(Used in) Financing Activities 136,720 (31,050) 175,526
------------------------------------------
Increase (Decrease) in Cash and Cash Equivalents 98,818 7,408 (19,796)
Cash and Cash Equivalents, Beginning of Year 11,098 3,690 23,486
------------------------------------------
Cash and Cash Equivalents, End of Year $ 109,916 $ 11,098 $ 3,690
==========================================
Additional cash flow information:
The Company made the following interest and income tax
payments:
Interest paid $ 90,284 $ 92,468 $ 84,975
Income taxes paid 12,462 20,029 16,623
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
7
CITRUS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) REPORTING ENTITY
Citrus Corp. (the Company), a holding company formed in 1986,
owns 100% of the stock of Florida Gas Transmission Company
(Transmission), Citrus Trading Corp. (Trading) and Citrus Energy
Services, Inc. (CESI). The stock of the Company is owned 50% by
Southern Natural Gas Company (Southern), as contributed by its parent,
El Paso Corporation (El Paso) in March 2003 and 50% by Enron
Corporation (Enron). Enron filed for Chapter 11 bankruptcy on December
2, 2001. Enron is currently soliciting bids for the sale of its 50%
ownership interest in the Company. Southern has a right of first
refusal in connection with any bona fide offer received by Enron for
the purchase of its ownership interest in Citrus.
In October 2002 Transmission and Trading filed several claims
with the United States Bankruptcy Court for the Southern District of
New York against Enron and other affiliated bankrupt companies,
aggregating $186 million. Of these claims, $150 million pertain to
contracts that were rejected by Enron North America (ENA). Transmission
is revising its claim filing against ENA downward due to another
shipper acquiring ENA's pipeline capacity and transportation service
contract obligations.
Transmission, an interstate gas pipeline extending from South
Texas to South Florida, is engaged in the interstate transmission of
natural gas and is subject to the jurisdiction of the Federal Energy
Regulatory Commission (FERC).
Trading ceased all trading activities effective October 1,
1997, but continues to fulfill its obligations under the remaining gas
purchase and gas sale contracts. Trading buys natural gas primarily
from Duke Energy LNG Sales, Inc. (Duke) and sells to Auburndale Power
Partners, LP and Progress Energy Florida, Inc. Trading also buys and
sells gas through an affiliate of Southern, El Paso Merchant Energy.
CESI is primarily in the business of providing operations,
maintenance and financial services primarily to affiliates and
customers of Transmission and Trading. Due to increased insurance costs
and pipeline integrity legislation that affects operators, CESI is
considering exiting this business if it cannot negotiate substantially
revised agreements.
(2) SIGNIFICANT ACCOUNTING POLICIES
REGULATORY ACCOUNTING - Transmission is subject to the
jurisdiction of the Federal Energy Regulatory Commission (FERC).
Transmission's accounting policies generally conform to Statement of
Financial Standards (SFAS) No. 71, Accounting for the Effects of
Certain Types of Regulation. Accordingly, certain assets that result
from the regulated ratemaking process are recorded that would not be
recorded under accounting principles generally accepted in the United
States for nonregulated entities.
PRINCIPLES OF CONSOLIDATION - The consolidated financial
statements include the accounts of the Company and its subsidiaries.
All significant intercompany transactions and accounts have been
eliminated in consolidation.
CASH AND CASH EQUIVALENTS - The Company considers as cash
equivalents all highly liquid short-term investments with maturities of
three months or less at the time of purchase. These investments are
accounted for at cost, which approximates estimated fair value.
MATERIALS AND SUPPLIES - Materials and supplies are valued at
actual cost. Materials transferred out of warehouses are priced out at
average cost.
REVENUE RECOGNITION - Gas transportation and sales revenue are
recognized when the services are provided.
8
CITRUS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(2) SIGNIFICANT ACCOUNTING POLICIES (continued)
ACCOUNTING FOR DERIVATIVE INSTRUMENTS - The Company engages in
price risk management activities for both trading and non-trading
activities. The Company adopted SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities during 2000 (see Note 4).
Instruments utilized in connection with trading activities are
accounted for using the mark-to-market method and are reflected at fair
value as Assets and Liabilities from Price Risk Management Activities
in the Consolidated Balance Sheets. Earnings from revaluation of price
risk management assets and liabilities are included in Other Income
(Expense). Cash flow hedge accounting is utilized for non-trading
purposes to hedge the impact of interest rate fluctuations. Unrealized
gains and losses from cash flow hedges are recognized according to SFAS
No. 133 as other comprehensive income, and subsequently recognized in
earnings in the same periods as the hedged forecasted transaction
affects earnings. In instances where the hedge no longer qualifies as
effective, hedge accounting is terminated prospectively and the
accumulated gain or loss is recognized in earnings in the same periods
during which the hedged forecasted transaction affects earnings. Where
fair value hedge accounting is appropriate, the offset that is
attributed to the risk being hedged is recorded as an adjustment to the
hedged item.
PROPERTY, PLANT AND EQUIPMENT (See Note 10) - Property, Plant
and Equipment consists primarily of natural gas pipeline. The Company
amortizes that portion of its investment in Transmission and other
subsidiaries which is in excess of historical cost (acquisition
adjustment) on a straight-line basis at an annual rate of 1.6% based
upon the estimated remaining useful life of the pipeline system.
Transmission has provided for depreciation of assets net of estimated
salvage value on a straight-line basis at an annual composite rate of
1.52%, 1.53%, and 1.49% for 2002, 2001, and 2000, respectively.
Depreciation rates are based on the estimated useful lives of the
individual assets. The overall remaining useful life for Transmission's
assets at December 31, 2002, is 42 years.
Property, Plant and Equipment is recorded at its original
cost. Transmission capitalizes direct costs, such as labor and
materials, and indirect costs, such as overhead, interest and an equity
return component (see following paragraph). Costs of replacements and
renewals of units of property are capitalized. The original costs of
units of property retired are charged to the depreciation reserves, net
of salvage and removal costs. Transmission charges to maintenance the
costs of repairs and renewal of items determined to be less than units
of property.
The allowance for funds used during construction consists, in
general, of the net cost of borrowed funds used for construction
purposes and a reasonable rate on other funds when so used (the AFUDC
rate). The allowance is determined by applying the AFUDC rate to the
amount of construction work-in-progress. Capitalization begins at the
time the Company begins the continuous accumulation of costs in a
construction work order on a planned progressive basis and ends when
the facilities are placed in service.
INCOME TAXES (See Note 5) - The Company accounts for income
taxes under the provisions of SFAS No. 109, Accounting for Income
Taxes. SFAS No. 109 provides for an asset and liability approach to
accounting for income taxes. Under this approach, deferred tax assets
and liabilities are recognized based on anticipated future tax
consequences attributable to differences between financial statement
carrying amounts of assets and liabilities and their respective tax
bases.
TRADE RECEIVABLES - The Company establishes an allowance for
doubtful accounts on trade receivables based on the expected ultimate
recovery of these receivables. The Company considers many factors
including historical customer collection experience, general and
specific economic trends and known specific issues related to
individual customers, sectors and transactions that might impact
collectibility. Unrecovered trade accounts receivable charged against
the allowance for doubtful accounts were $22.2, $0.3, and $0 million in
2002, 2001, and 2000, respectively.
9
CITRUS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(2) SIGNIFICANT ACCOUNTING POLICIES (continued)
USE OF ESTIMATES - The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
RECLASSIFICATIONS - Certain amounts in the consolidated
financial statements have been reclassified in 2001 and 2000 to conform
with the 2002 presentation with no impact on net income or
stockholders' equity.
(3) LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS
Long-term debt outstanding at December 31, 2002, and 2001 was
as follows (in thousands):
2002 2001
------------ ------------
Citrus Corp.
11.100% Notes due 1998-2006 $ 78,750 $ 98,000
8.490% Notes due 2007-2009 90,000 90,000
------------ ------------
168,750 188,000
------------ ------------
Transmission
9.750% Notes due 1999-2008 39,000 45,500
8.630% Notes due 2004 250,000 250,000
10.110% Notes due 2009-2013 70,000 70,000
9.190% Notes due 2005-2024 150,000 150,000
7.625% Notes due 2010 322,585 321,757
7.000% Notes due 2012 250,000 --
Unamortized Debt Premium (346) --
Revolving Credit Facility due 2004 -- 74,700
------------ ------------
1,081,239 911,957
------------ ------------
Total Outstanding 1,249,989 1,099,957
Less Long-Term Debt Due Within One Year 25,409 25,750
------------ ------------
$ 1,224,580 $ 1,074,207
============ ============
Annual maturities and sinking fund requirements on long-term debt
outstanding as of December 31, 2002 were as follows (in thousands):
Year Amount
- ---------- ------------
2003 $ 25,409
2004 275,409
2005 32,909
2006 34,659
2007 43,659
Thereafter 837,944
------------
$ 1,249,989
============
10
CITRUS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(3) LONG-TERM DEBT AND OTHER FINANCING ARRANGEMENTS (continued)
The Company has note agreements that contain certain
restrictions which, among other things, limit the incurrence of
additional debt, the sale of assets and the payment of dividends. The
agreements relating to Transmission's promissory notes include, among
other things, restrictions as to the payment of dividends. At this
date, the Company is in compliance with both affirmative and
restrictive covenants of the note agreements, including tests on
limitation of indebtedness, limitation of funded debt, and revenue
tests.
The Company had a committed line of credit of $120 million
which was terminated in August 2001. The Company also had a line of
credit of $30 million, of which none was outstanding at December 31,
2001. The Company terminated this line of credit in 2002. The Company
had also entered into a loan sales facility agreement in 2000 with a
capacity of $40 million, of which none was outstanding at December 31,
2001. The Company terminated this line of credit in 2002. Transmission
had absolutely and unconditionally guaranteed the obligations of the
Company under these facilities.
Transmission has a committed revolving credit agreement of
$100 million, of which $74.7 million was outstanding with a rate of
3.15% at December 31, 2001. The committed amount under this agreement
was increased to $210 million in April 2002, and reduced to $70 million
in July 2002, of which none was outstanding at December 31, 2002. The
Company absolutely and unconditionally guaranteed the obligations of
Transmission under the line of credit agreement.
Transmission sold $250 million of 144A bonds without
registration rights in July 2002. These notes pay interest of 7%
biannually on August 1 and February 1 of each year. The entire
principal amount is due July 17, 2012.
Cash collateral deposits of $2.6 million in October 2002 from
Transmission and deposits totaling $13.8 million in October and
December 2002 from Trading were required by Credit Lyonnais to support
fully collateralized letters of credit. See Note 11.
(4) DERIVATIVE INSTRUMENTS
The Company elected to early adopt SFAS No. 133 during 2000.
The Company determined its gas purchase contracts for resale and
related gas sales contracts to be derivative instruments and recorded
these at fair value as price risk management assets and liabilities.
The valuation is calculated using a discount rate adjusted for the
Company's borrowing premium of 250 basis points, which creates an
implied reserve for credit and other related risks. The income from the
adoption of SFAS No. 133, net of the write-offs of the contract-related
deferred expenses was $46.0 million, recognized net of $17.1 million in
taxes as a cumulative effect change in accounting principle. See Note
5. The fair value at December 31, 2002, for the price risk management
assets and liabilities is $684.7 million and $627.5 million,
respectively. The Company performs a quarterly revaluation on the
carrying balances that is reflected in current earnings. The impact to
earnings from revaluation in 2002, mostly due to price fluctuations,
was a $22.9 million loss.
ENA ceased performing under the Company's purchase and sales
contracts in December 2001. Subsequent to such date, the Company
assumed responsibility for the performance under the respective
contracts and performed necessary procedures throughout 2002. As a
result of the foregoing, the Company has reported revenues and expenses
under such contracts on a gross basis for the year ended December 31,
2002, due to the Company becoming the primary obligor under such
contracts. Prior to 2002, such revenues and costs were reported net, as
a component of Other Income (Expense) on statement of income due to ENA
bearing the primary obligations of such contracts.
11
CITRUS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(4) DERIVATIVE INSTRUMENTS (continued)
Prior to the Enron bankruptcy, the principal counterparty to
these contracts was ENA. ENA has rejected these contracts in
bankruptcy. The Company fully reserved and has written off all contract
receivables from ENA. Pursuant to an existing operating agreement, an
affiliate of El Paso is required to buy gas purchased from third
parties under the contracts (primarily based on formula prices) at
variable prices. As a result, the cash flow stream is now dependent on
variable pricing, whereas before the bankruptcy, the cash flow stream
was fixed. The quarterly valuations are based on management's best
estimate of future cash flows from the underlying contracts. Changes in
the future pricing projections could lead to material differences in
the valuation of the derivative instruments.
Transmission entered into a series of interest rate swap
transactions in 1999 designed to hedge any interest rate changes
between the initiation date of the swaps and the date of a long-term
debt financing. The aggregate notional amount of the swaps was $285
million. The swaps were terminated and the deferred gain of $10.2
million was reflected net of $3.9 in taxes as a cumulative effect of
change in accounting principle upon adoption of SFAS No. 133 in 2000.
See note 5.
During 2000 Transmission initiated a new swap and extended an
existing swap to hedge interest rate changes which could occur between
the initiation date of the swaps and the date of a completed December
2000 long-term debt financing of $325 million. The aggregate notional
amount of these swaps was also $325 million. The $18.6 million fair
value loss at the termination of the swap agreements was recognized as
other comprehensive income and will be amortized over the life of the
debt issued as an adjustment to interest expense.
During 2001, Transmission entered into a swap transaction in
order to change a fixed interest rate for a floating interest rate on
$135 million of existing long-term debt. A quarterly fair value
calculation as required by SFAS No. 133 resulted in $3.2 million
recorded to price risk management liabilities with an offset to
long-term debt at December 31, 2001. This instrument was terminated in
May 2002 with a fair value loss of $2.6 million recorded in long term
debt, which will be amortized over the life of the debt issued as an
adjustment to interest expense.
During 2002 Transmission initiated a new swap to hedge
interest rate changes which could occur between the initiation date of
the swap and the date of a completed July 2002 long-term debt financing
of $250 million. The aggregate notional amount of this swap was also
$250 million. The $12.3 million fair value loss at the termination of
the swap agreement was recognized as other comprehensive income and
will be amortized over the life of the debt issue as an adjustment to
interest expense.
12
CITRUS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(5) INCOME TAXES
The principal components of the Company's net deferred income
tax liabilities at December 31, 2002, and 2001 are as follows (in
thousands):
2002 2001
---------- ----------
Deferred income tax assets
Alternative minimum tax credit $ 16,560 $ 20,934
Regulatory and other reserves 165 1,252
Other 314 700
---------- ----------
17,039 22,886
---------- ----------
Deferred income tax liabilities
Depreciation and amortization 624,793 577,287
Price risk management activities 22,739 27,630
Regulatory costs 9,065 8,155
Other 12,512 5,731
---------- ----------
669,109 618,803
---------- ----------
Net deferred income tax liabilities $ 652,070 $ 595,917
========== ==========
Total income tax expense for the years ended December 31,
2002, 2001 and 2000 is summarized as follows (in thousands):
2002 2001 2000
---------- ---------- ----------
Payable currently
Federal $ 4,996 $ 14,316 $ 20,404
State (1,422) 2,883 4,367
---------- ---------- ----------
3,574 17,199 24,771
---------- ---------- ----------
Payment deferred
Federal 47,101 29,160 33,536
State 9,053 4,376 3,835
---------- ---------- ----------
56,154 33,536 37,371
---------- ---------- ----------
Total income tax expense $ 59,728 $ 50,735 $ 62,142
========== ========== ==========
Income tax expense for the year 2000 includes $21.0 million
reported as cumulative effect of change in accounting principle, net of
tax on the income statement. See Note 4.
13
CITRUS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(5) INCOME TAXES (continued)
The differences between taxes computed at the U.S. federal
statutory rate and the Company's effective tax rate for the years ended
December 31, 2002, 2001, and 2000 are as follows (in thousands):
2002 2001 2000
---------- ---------- ----------
Statutory federal income tax provision $ 54,709 $ 45,872 $ 56,765
State income taxes, net of federal benefit 4,960 4,719 5,331
Other 59 144 46
---------- ---------- ----------
Income tax expense $ 59,728 $ 50,735 $ 62,142
========== ========== ==========
Effective Tax Rate 38.2% 38.7% 38.2%
Federal Tax Rate 35.0% 35.0% 35.0%
The Company has an alternative minimum tax (AMT) credit which
can be used to offset regular income taxes payable in future years. The
AMT credit has an indefinite carry-forward period. For financial
statement purposes, the Company has recognized the benefit of the AMT
credit carry-forward as a reduction of deferred tax liabilities.
The Company files a consolidated federal income tax return
separate from Southern and Enron.
(6) EMPLOYEE BENEFIT PLANS
The employees of the Company and its subsidiaries are covered
under Enron's employee benefit plans. Enron maintains the Enron Corp.
Cash Balance Plan (Cash Balance Plan), which is a noncontributory
defined benefit pension plan to provide retirement income for employees
of Enron and its subsidiaries. Through December 31, 1994, participants
in the Enron Corp. Retirement Plan with five years or more of service
were entitled to retirement benefits in the form of an annuity based on
a formula that used a percentage of final average pay and years of
service. In 1995 Enron's Board of Directors adopted an amendment to and
restatement of the Retirement Plan changing the plan's name from the
Enron Corp. Retirement Plan to the Enron Corp. Cash Balance Plan. In
connection with a change to the retirement benefit formula, all
employees became fully vested in retirement benefits earned through
December 31, 1994. The formula in place prior to January 1, 1995 was
suspended and replaced with a benefit accrual in the form of a cash
balance of 5% of eligible annual base pay beginning in January 1, 1996.
Pension expenses charged to the Company by Enron were $1.7, $.7, and
$.9 million for 2002, 2001, and 2000, respectively.
Enron has initiated steps to terminate the Cash Balance Plan
in 2003. Effective January 1, 2003, Enron suspended future 5% benefit
accruals under the Cash Balance Plan. Each employee's accrued benefit
will continue to be credited with interest based on ten-year Treasury
Bond yields. Because the Company is not part of an Enron "controlled
group" as provided by Section 414(b) and (c) of the Internal Revenue
Code of 1986, as amended, if the plan were to be terminated or if the
Company were to withdraw from participation in the plan, the Company
would be liable for only it's proportionate share of any underfunding
that may exist in the plan at the time of such termination or
withdrawal. This liability would be minimal and not have any adverse
impact on operating results, financial position or cash flow.
14
CITRUS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(6) EMPLOYEE BENEFIT PLANS (continued)
The Company's net periodic post-retirement benefit costs
charged to the Company by Enron were $1.3, $1.2, and $1.1 million for
2002, 2001, and 2000, respectively, substantially all of which relates
to Transmission and are being recovered through rates.
Certain retirees of Transmission were covered under a deferred
compensation plan managed and funded by Enron subsidiaries, one
previously sold and the other now in bankruptcy. This matter has been
included as part of the claim filed by Transmission in bankruptcy
against Enron (with an amendment to be filed covering its subsidiary,
Enron Management Inc., as well.) At this time, Transmission cannot
determine what, if any, legal responsibility it has to these certain
retirees. If such obligation were deemed to be a liability to
Transmission, the range of exposure is $0 to approximately $6.0
million. Transmission does not believe that the ultimate resolution of
this matter will have a material adverse effect on operating results,
financial position or cash flow.
(7) MAJOR CUSTOMERS
Revenues from individual third party and affiliate customers
exceeding 10% of total revenues for the years ended December 31, 2002,
2001, and 2000 were approximately as listed below (in millions). Due to
the early adoption of SFAS No. 133 in 2000, Trading's gas sales
transactions for the period July 2000 through December 2001 were not
reported as revenues to the Company. All amounts had been reported net
in Other Income (Expense). In 2002 the revenues are reported
separately. See note 4.
Customers 2002 2001 2000
--------- ---------- ---------- ----------
Florida Power & Light Company $ 171.2 $ 144.2 $ 114.5
Enron North America (affiliate) 0.3 346.8 506.3
El Paso Merchant Energy (affiliate) 55.2 14.5 6.8
At December 31, 2002, and 2001, the Company's subsidiaries had
receivables of approximately $15.4 and $13.9 million from Florida Power
& Light Company. At December 31, 2002, and 2001, the Company had
receivables of approximately $7.8 and $5.0 million from El Paso
Merchant Energy.
(8) RELATED PARTY TRANSACTIONS
In December 2001, Enron and certain of its subsidiaries filed
voluntary petitions for Chapter 11 reorganization with the U.S.
Bankruptcy court. The Company was not included in the bankruptcy filing
and management believes that the Company will continue to be able to
meet its operational and administrative service obligations under the
existing operating agreements.
The Company incurs certain corporate administrative expenses
from Enron and its affiliates pursuant to an informal administrative
services agreement. These services include administrative, legal,
compliance, and pipeline operations emergency services. The arrangement
was originally governed by the provisions of an operating agreement
between an Enron affiliate and the Company. The term of the operating
agreement expired on June 30, 2001, and has not been extended. However,
an Enron entity has continued to provide services under an informal
arrangement based on the provisions of the original operating
agreement. Under the arrangement, the Company reimburses the Enron
entities for costs attributable to the operations of the Company. The
Company expensed approximately $14.9, $13.8, and $15.8 million for
these charges for the years ended December 31, 2002, 2001, and 2000,
respectively.
15
CITRUS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(8) RELATED PARTY TRANSACTIONS (continued)
Pursuant to the Enron Bankruptcy, the Company has continued to
accrue expenses related to management fees charged by Enron. As of
December 31, 2002, the Company had not received 2002 invoices for these
services. The Company has estimated the 2002 charges based on the 2001
actual allocations from Enron plus quantifiable adjustments. Enron has
neither agreed nor disagreed to the valuation method used by The
Company. The Company feels Enron will accept its methodology, but if it
is refuted, additional liabilities would be incurred. At this time,
management is unable to estimate the potential additional liability, if
any.
The Company's subsidiaries provide natural gas sales and
transportation services to Enron and El Paso affiliates at rates equal
to rates charged to non-affiliated customers in the same class of
service. Revenues related to these transportation services amounted to
approximately $0.4, $3.4 and $4.4 million to Enron affiliates and $5.7,
$3.6 and $4.7 million to El Paso affiliates for the years ended
December 31, 2002, 2001, and 2000, respectively. The Company's
subsidiaries' gas sales amounted to approximately $0.0 (due to
bankruptcy), $343.7 and $363.5 million to Enron affiliates and $55.2,
$14.5 and $6.8 million to El Paso affiliates for the years ended
December 31, 2002, 2001, and 2000, respectively. The Company's
subsidiaries also purchased gas from affiliates of Enron of
approximately $0.0 (due to bankruptcy), $216.9 and $208.3 million and
from affiliates of El Paso of approximately $19.9, $100.5 and $102.5
million for the years ended December 31, 2002, 2001, and 2000,
respectively.
Effective November 1, 1997, the operations of the contracts
held by Trading were divided between affiliates of Enron and El Paso.
The fee charged, for services such as scheduling, billing, and other
back office support, is based on a volumetric payment of $.005/MMBtu,
or approximately 50% of the prior arrangement. During 2002 Trading
accrued and paid $.014 million to El Paso Merchant Energy and accrued
$.149 million for ENA for administrative fees. Under this agreement,
Trading was guaranteed an earnings stream based on all firm long-term
contracts in place at November 1, 1997. The earnings stream now
fluctuates due to the variable pricing currently in effect, the result
of Enron rejecting all aspects of certain agreements in bankruptcy
court. An Enron affiliate continues to operate Trading's daily business
of scheduling of volumes. See Note 4 for additional details.
The Company either jointly owns or licenses with other Enron
affiliates certain computer and telecommunications equipment and
software that is critical to the conduct of their business. In other
cases, such equipment or software is wholly-owned by such affiliates,
and the Company has no ownership interest or license in or to such
equipment or software. Transmission participated in business
applications that are shared among the Enron pipelines. All
participating pipelines use the same common base system and then have a
custom pipeline-specific component. Each pipeline pays for its custom
development component and shares in the common base system development
costs. There are specific software licenses that were entered into by
an Enron affiliate that entitle Transmission to usage of the software
licenses.
Transmission is a party to a Participation Agreement, dated
effective as of November 1, 2002, with Enron and Enron Net Works to
provide Electronic Data Interchange (EDI) services through an
outsourcing arrangement with EC Outlook. Enron renegotiated an existing
agreement with EC Outlook that lowered the cost of EDI services and
that also provided the means for Transmission to be compliant with the
most recent Gas Industry Standards Board (GISB) EDI standards. The
contract has a termination date of November 30, 2005.
Transmission has construction reimbursement agreements with
ENA under which payments are delinquent. These obligations totaled
approximately $7.2 million and are included in Transmission's filed
bankruptcy claims. These receivables are fully reserved by
Transmission. The Company has filed proofs of claims regarding the
amount of damages for breach of contract and other claims in the
bankruptcy proceeding. However, the Company cannot predict the amounts,
if any, that it will collect of the timing of collection.
16
CITRUS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(8) RELATED PARTY TRANSACTIONS (continued)
Transmission entered into a compression service agreement with
Enron Compression Services Company (ECS) in April 2002 that continues
to perform under the terms of this agreement. This agreement requires
Transmission to pay ECS to provide electric horsepower capacity and
related horsepower hours to be used to operate Station 13A Electric
Compressor Station. Amounts paid to ECS in 2002 totaled $1.5 million.
Under related agreements, ECS is required to pay Transmission an annual
lease fee and a monthly operating and maintenance fee to operate and
maintain the facilities. Amounts received from ECS in 2002 for these
services were $0.3 million. A Netting Agreement, dated effective
November 1, 2002, was executed with ECS, providing for the netting of
payments due under each of the O&M, lease, and compression service
agreements with ECS.
(9) REGULATORY MATTERS
Transmission's currently effective rates were established
pursuant to a Stipulation and Agreement (Rate Case Settlement) which
resolved all issues in Transmission's Natural Gas Act (NGA) Section 4
rate filing in FERC Docket No. RP96-366. The Rate Case Settlement,
approved by FERC Order issued September 24, 1997, provided that
Transmission cannot file a general rate case to increase its base
tariff rates prior to October 1, 2000 (except in certain limited
circumstances) and must file no later than October 1, 2001, since
extended to October 1, 2003 pursuant to the Phase IV settlement
discussed below. The Rate Case Settlement also provided that the rate
charged pursuant to Transmission's rate schedule FTS-2 would decrease
effective March 1, 1999 and March 1, 2000.
On December 1, 1998, Transmission filed an NGA Section 7
certificate application with the FERC in Docket No. CP99-94-000 to
construct 205 miles of pipeline in order to extend the pipeline to Ft.
Myers, Florida and to expand capacity by 272,000 MMBtu/day (Phase IV
Expansion). Expansion costs were estimated at $351 million.
Transmission requested that expansion costs be rolled into the rates
applicable to FTS-2 (Incremental Expansion) service. On June 2, 1999,
Transmission filed a Stipulation and Agreement (Phase IV Settlement)
which resolved all non-environmental issues raised in the certificate
proceeding and modified the Rate Case Settlement to provide that
Transmission cannot file a general rate case to increase its base
tariff rates prior to October 1, 2001 (except in certain limited
circumstances), and must file no later than October 1, 2003. The Phase
IV Settlement was approved by the FERC by order issued July 30, 1999,
and became effective thirty days after the date that Transmission
accepted an order issued by the FERC approving the Phase IV Expansion
project. On August 23, 1999, Transmission amended its application on
file with the FERC to eliminate a portion of the proposed facilities
(that would be delayed until the Phase V Expansion). The amended
application reflected the construction of 139.5 miles of pipeline and
an expansion of capacity in order to provide incremental firm service
of 196,405 MMBtu on an average annual day, with estimated project costs
of $262 million. The Phase W Expansion was approved by FERC order
issued February 28, 2000, and accepted by Transmission on March 29,
2000. The Phase IV Expansion was placed in service on April 30, 2001.
Total costs through December 31, 2002, were $244 million.
17
CITRUS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(9) REGULATORY MATTERS (continued)
On December 1, 1999, Transmission filed an NGA Section 7
certificate application with the FERC in Docket No. CP00-40-000 to
construct 215 miles of pipeline and 90,000 horsepower of compression
and to acquire an undivided interest in the existing Mobile Bay Lateral
owned by Koch Gateway Pipeline Company (now Gulf South Pipeline
Company, LP), in order to expand the system capacity to provide
incremental firm service to several new and existing customers of
270,000 MMBtu on an average annual day (Phase V Expansion). Expansion
and acquisition costs were estimated at $437 million. Transmission
requested that expansion costs be rolled into the rates applicable to
FTS-2 (Incremental Expansion) service. On August 1, 2000, and September
29, 2000, Transmission amended its application on file with the FERC to
reflect the withdrawal of two customers, the addition of a new customer
and to modify the facilities to be constructed. The amended application
reflected the construction of 167 miles of pipeline and 133,000
horsepower of compression to create additional capacity to provide
306,000 MMBtu of incremental firm service on an average annual day. The
estimated cost of the revised project is $462 million. The Phase V
Expansion was approved by FERC Order issued July 27, 2001, and accepted
by Transmission on August 7, 2001. Portions of the project were placed
in service in December 2001, March 2002, and December 2002,
respectively. Total costs through December 31, 2002, were $370 million.
The remainder of the Phase V expansion is scheduled to be placed in
service on or before May 1, 2003.
On November 15, 2001, Transmission filed an NGA Section 7
certificate application with the FERC in Docket No. CP02-27-000 to
construct 33 miles of pipeline and 18.600 horsepower of compression in
order to expand the system to provide incremental firm service to
several new and existing customers of 85,000 MMBtu on an average day
(Phase VI Expansion). Expansion costs were estimated at $105 million.
Transmission requested the expansion costs be rolled into rates
applicable to FTS-2 (Incremental Expansion) service. The application
was approved by FERC Order issued on June 13, 2002, and accepted by
Transmission on July 19, 2002. Clarification was granted and a
rehearing request of a landowner was denied by FERC Order of September
3, 2002. Construction is underway and the Phase VI expansion is
anticipated to be placed in service on schedule by the end of 2003.
In July 2002, the FERC issued a Notice of Inquiry (NOI) that
seeks comments regarding its 1996 policy of permitting pipelines to
enter into negotiated rate transactions. The FERC is now reviewing
whether negotiated rates should be capped, whether or not a pipeline's
"recourse rate" (a cost-of-service based rate) continues to safeguard
against a pipeline exercising market power, as well as other issues
related to negotiated rate programs. Transmission has only two
negotiated rate agreements, and both of these are at or below
Transmission's currently effective maximum tariff rates. Thus,
Transmission does not anticipate its negotiated rate transactions being
impacted by this rulemaking. At this time, Transmission cannot predict
the outcome of this NOI.
On August 1, 2002, the FERC issued a Notice of Proposed
Rulemaking (NOPR) requiring that all cash management or money pool
arrangements between a FERC regulated subsidiary and a non-FERC
regulated parent must be in writing, and set forth: the duties and
responsibilities of cash management participants and administrators;
the methods of calculating interest and for allocating interest income
and expenses; and the restrictions on deposits or borrowings by money
pool members. The NOPR also requires specified documentation for all
deposits into, borrowings from, interest income from, and interest
expenses related to these arrangements. Finally, the NOPR proposed that
as a condition of participating in a cash management or money pool
arrangement, the FERC regulated entity maintain a minimum proprietary
capital balance of 30 percent, and the FERC regulated entity and its
parent maintain investment grade credit ratings. The FERC held a public
conference on September 25, 2002, to discuss the issues raised in
comments. Representatives of companies from the gas and electric
industries participated on a panel and uniformly agreed that the
proposed regulations should be revised substantially and that the
proposed capital balance and investment grade credit rating
requirements would be excessive. At this time, Transmission cannot
predict the outcome of this NOPR as no final rule has been issued.
18
CITRUS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(9) REGULATORY MATTERS (continued)
Also on August 1, 2002, the FERC's Chief Accountant issued an
Accounting Release, to be effective immediately, providing guidance on
how companies should account for money pool arrangements and the types
of documentation that should be maintained for these arrangements.
However, the Accounting Release did not address the proposed
requirement that the FERC regulated entity maintain a minimum
proprietary capital balance of 30 percent and that the entity and its
parent have investment grade credit ratings. Comments were filed on or
about August 28, 2002. The FERC has not yet issued a final rule. The
Company no longer pools money with Transmission.
Transmission is currently subject to an industry wide
nonpublic investigation of the FERC Form 2 (FERC's annual report)
focusing on cash management or transfers between Transmission and Enron
or affiliated companies. At this time, there are no outstanding data
requests and the results of this investigation are unknown.
In Order No. 637, et. seq. ("Order No. 637"), the FERC revised
its regulations relating to scheduling procedures, capacity
segmentation, and pipeline penalties, with the stated purpose of
improving the competitiveness and efficiency of the interstate pipeline
grid. Among the provisions of Order No. 637 are requirements that
pipelines give nominations at alternate points within a shipper's
primary path scheduling priority over nominations at alternate points
outside of a shipper's primary path, unless the pipeline could
demonstrate such practice was operationally infeasible or would lead to
anticompetitive results, Transmission and several of its shippers filed
for rehearing of this requirement of Order No. 637, but these requests
for rehearing were denied by the FERC, the order stating that such
issues could be addressed in Transmission's individual compliance
proceedings. In its compliance filing, Transmission, supported by a
number of shippers, again argued that this requirement was
inappropriate because it would lead to anticompetitive results, was
contrary to an existing settlement, and was not consistent with
Transmission's rate design. By Order issued February 26, 2003,
("February 26 Order") the FERC determined that Transmission must revise
its Tariff to afford within-the-path alternate nominations a higher
scheduling priority, but allowed Transmission to delay such filing
until its NGA Section 4 Rate Case which must be filed on or before
October 1, 2003. The February 26 Order also required Transmission to
file tariff revisions within 15 days to permit shippers to release
capacity outside of the shippers primary capacity paths. On March 6,
2003, Transmission filed a Motion for Extension of Time ("Motion")
requesting that Transmission be allowed to delay the tariff filing
until its next NGA Section 4 rate case so that these changes, as well
as the within-the-path scheduling priorities, could be considered in
the overall context of cost allocation and rate design. The Motion is
pending FERC action. Implementation of the FERC's required changes
would require changes to several of Transmission's business systems,
the cost of which is currently being estimated.
In April 2002, FERC and the Department of Transportation,
Office of Pipeline Safety convened a technical conference to discuss
how to clarify, expedite, and streamline permitting and approvals for
interstate pipeline reconstruction in the event of natural or other
disaster. On January 17, 2003, FERC issued a NOPR proposing to (1)
expand the scope of construction activities authorized under a
pipeline's blanket certificate to allow replacement of mainline
facilities; (2) authorize a pipeline to commence reconstruction of the
affected system without a waiting period; and (3) authorize automatic
approval of construction that would be above the normal cost ceiling.
Comments on the NOPR were due on February 27, 2003. At this time we
cannot predict the outcome of this rulemaking.
On January 28, 2003, the U.S. Department of Transportation
issued a NOPR proposing to establish a rule requiring pipeline
operators to develop integrity management programs to comprehensively
evaluate their pipelines, and take measures to protect pipeline
segments located in what the notice refers to as "high consequence
areas." The proposed rule resulted from the enactment of the Pipeline
Safety Improvement Act of 2002, a new bill signed into law in December
2002. At this time, we cannot predict the outcome of this rulemaking.
19
CITRUS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(10) PROPERTY, PLANT AND EQUIPMENT
The principal components of the Company's Property, Plant and
Equipment at December 31, 2002, and 2001 are as follows (in thousands):
2002 2001
------------ ------------
Transmission Plant $ 2,423,903 $ 2,153,323
General Plant 1,289,507 1,288,211
Intangible Plant 20,446 18,475
Construction Work-in-progress 180,432 220,196
------------ ------------
3,914,288 3,680,205
Less: Accumulated depreciation and amortization (1,004,345) (956,305)
------------ ------------
Plant Assets, net $ 2,909,943 $ 2,723,900
============ ============
(11) OTHER DEFERRED CHARGES
The principal components of the Company's other deferred
charges at December 31, 2002, and 2001 are as follows (in thousands):
2002 2001
---------- ----------
Ramp-up assets, net (1) $ 12,550 $ 12,107
Fuel tracker 2,278 5,731
Long-term receivables 5,514 12,103
Overhauls, net of current amortization 5,386 3,606
Cash collateral payments (see Note 3) 16,373 --
Receipts for escrow 7,700 --
Balancing tools (2) 2,203 --
Other miscellaneous 2,614 3,263
---------- ----------
Total Other Deferred Charges $ 54,618 $ 36,810
========== ==========
(1) "Ramp-up" assets is a regulatory asset Transmission was specifically
allowed in the FERC certificates authorizing Phase IV and V expansion
projects.
(2) Balancing tools are a regulatory method by which Transmission recovers the
costs of operational balancing of the pipelines' system. The balance can
be a deferred charge or credit, depending on timing, rate changes, and
operational activities.
(12) DEFERRED CREDITS
The principal components of the Company's other deferred
credits at December 31, 2002, and 2001 are as follows (in thousands):
2002 2001
---------- ----------
Balancing tools (see Note 11) $ -- $ 3,557
Customer deposits (see Note 14) 8,205 555
Phase IV retainage & Phase V surety bond 1,644 946
Miscellaneous 196 761
---------- ----------
Total Other Deferred Credits $ 10,045 $ 5,819
========== ==========
20
CITRUS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(13) COMMITMENTS AND CONTINGENCIES
From time to time, in the normal course of business, the
Company is involved in litigation, claims or assessments that may
result in future economic detriment. The Company evaluates each of
these matters and determines if loss accruals are necessary as required
by SFAS No. 5, Accounting for Contingencies. The Company does not
expect to experience losses that would be materially in excess of the
amount accrued at December 31, 2002.
In 1999, Transmission entered into an agreement which
obligated it to various natural gas and construction projects
includable in its rate base. This obligation ends July 1, 2004.
Pursuant to recent pipeline safety legislation passed by the
United States Congress, the Department of Transportation, Office of
Pipeline Safely is in the process of creating new regulations regarding
pipeline integrity. It is unclear what the cost of these regulations
will be for Transmission's pipelines.
The Florida Turnpike Authority (FTA) has several turnpike
widening projects in the planning state, which may, over the next ten
years, impact one or more of Transmission's mainlines co-located in FTA
right-of-way. The most immediate projects are five Sunshine State
Parkway projects, which are proposed to overlap Transmission's
pipelines, for a total of approximately 25 miles. Under certain
conditions, the existing agreement between Transmission and the FTA
calls for the FTA to pay for any new right-of-way needed for the
relocation projects and for Transmission to pay for construction costs.
The actual amount of miles of pipe to be impacted ultimately, and the
relocation cost and/or right-of-way cost, recoverable through rates, is
undefined at this time due to the preliminary stage of FTA's planning
process.
(14) CONCENTRATIONS OF CREDIT RISK AND OTHER FINANCIAL INSTRUMENTS
The Company and its subsidiaries have a concentration of
customers in the electric and gas utility industries. These
concentrations of customers may impact the Company's overall exposure
to credit risk, either positively or negatively, in that the customers
may be similarly affected by changes in economic or other conditions.
Credit losses incurred on receivables in these industries compare
favorably to losses experienced in the Company's receivable portfolio
as a whole. The Company and its subsidiaries also have a concentration
of customers located in the southeastern United States, primarily
within the State of Florida. Receivables are generally not
collateralized. From time to time, specifically identified customers
having perceived credit risk are required to provide prepayments,
deposits, or other forms of security to the Company. In 2002,
Transmission sought additional security from customers due to credit
concerns, and received customer deposits of $8.2 million and
prepayments of $3,9 million. The Company's management believes that the
portfolio of receivables, which includes regulated electric utilities,
regulated local distribution companies and municipalities, is of
minimal credit risk.
The carrying amounts and fair value of the Company's financial
instruments at December 31, 2002, and 2001 are as follows (in
thousands):
2002 2001
----------------------------- -----------------------------
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
------------ ------------ ------------ ------------
Cash and cash equivalents $ 109,916 $ 109,916 $ 11,098 $ 11,098
Long-term debt 1,249,989 1,398,291 1,099,957 1,224,076
The carrying amount of cash and cash equivalents and long-term
debt reasonably approximate their fair value. The fair value of
long-term debt is based upon market quotations of similar debt at
interest rates currently available.
21
CITRUS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(15) COMPREHENSIVE INCOME
Comprehensive income includes the following (in thousands):
2002 2001 2000
--------- ------- --------
Net income $ 96,587 $80,328 $100,044
Other comprehensive income:
Derivative instruments:
Deferred loss on anticipatory cash flow hedge (see note 4) (12,280) -- --
Recognition in earnings of previously deferred (gains) and losses
related to derivative instruments used as cash flow hedges 540 (21) (2)
--------- ------- --------
Total comprehensive income $ 84,847 $80,307 $100,042
========= ======= ========
(16) ACCOUNTING PRONOUNCEMENTS
In August 2001 the Financial Accounting Standards Board (FASB)
issued SFAS No. 143, "Accounting for Asset Retirement Obligations."
This statement requires companies to record a liability for the
estimated removal costs of assets used in their business where there is
a legal obligation associated with the removal. The liability is
recorded at its fair value, with a corresponding asset which is
depreciated over the remaining useful life of the long-lived asset to
which the liability relates. An on going expense will also be
recognized for changes in the value of the liability as a result of the
passage of time. The provisions of SFAS No. 143 are effective for
fiscal years beginning after June 15, 2002. The Company will adopt SFAS
143, beginning January 1, 2003, and does not believe that it will have
any material impact on its results of operations, financial position or
cash flows.
In July 2002 the FASB issued SFAS No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities ". This statement
will require recognition of costs associated with exit or disposal
activities when they are incurred rather than when a commitment is made
to an exit or disposal plan. Examples of costs covered by this guidance
include lease termination costs, employee severance costs associated
with a restructuring, discontinued operations, plant closings or other
exit or disposal activities. This statement is effective for fiscal
years beginning after December 31, 2002, and will impact any exit or
disposal activities initiated after January 1, 2003.
In November 2002, the FASB issued FIN No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, including
Indirect Guarantees of Indebtedness of Others. This interpretation
requires that companies record a liability for all guarantees issued
after January 31, 2003, including financial, performance, and fair
value guarantees. This liability is recorded at its fair value upon
issuance, and does not affect any existing guarantees issued before
December 31, 2002. While the Company does not believe there will be any
initial impact of adopting this standard, it will impact any guarantees
the Company issues in the future.
(17) SUBSEQUENT EVENTS
On February 20, 2003, Transmission received a demand from ENA
for a refund of $260,000 in reservation charges. Transmission collected
such charges from third party shippers to whom ENA released its
capacity during the period May 1 through September 30, 2002. It is
Transmission's position that it has complied with its tariff and has
credited the charges collected to ENA's account, as required, leaving a
balance owed by ENA to Transmission. Transmission also believes it is
entitled, under bankruptcy recoupment theory, to refuse to pay any sums
to ENA while still owed funds under the same contacts under which ENA
is claiming refunds. Transmission so advised ENA on March 6, 2003, and
will defend this claim, if necessary, in the Bankruptcy Court.
22
CITRUS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(17) SUBSEQUENT EVENTS (continued)
Duke notified Trading on January 3, 2003, that it had
"suffered a loss of LNG supply" within the meaning of the December 22,
1998 agreement between the parties. With a follow-up letter dated
January 16, 2003, Duke claimed that it had suffered the loss of LNG
supply starting January 15, 2002. Duke's obligations to supply
replacement gas would cease after 730 consecutive days or if the
"seller's replacement cost limitation" is reached, whichever comes
first. The agreement defines the "replacement cost limitation" amount
as $60 million escalated by the GNP implicit price deflator. The
replacement cost limitation is approximately $79.2 million as of
December 31, 2002. Unable to resolve the above contentions with Duke,
Trading filed a petition against Duke on March 7, 2003, in the District
Court of Harris County, Texas. Trading is asking the court to declare
the following: 1) that no loss of LNG supply under the agreement has
occurred, 2) that Duke is obligated to supply the "optional volumes" as
defined by the agreement, 3) that Duke is in default under the
agreement, 4) award Trading its actual damages against Duke and 5)
award Trading such other and further relief to which Trading may be
justly entitled. The outcome of this petition is not known at this
time, however, the impact to Trading's mark-to-market portfolio using
December 31, 2002, forward pricing would be a reduction in value of
approximately $54.3 million.
On March 26, 2003, the FERC issued an order directing Trading
to show cause, in a proceeding initiated by the order, why the FERC
should not terminate Citrus' blanket marketing certificates by which
Citrus is authorized to make sales for resale, at negotiated rates in
interstate commerce of natural gas, subject to the NGA. Trading
believes that it has not posted packages of gas on the Enron On Line
platform, and that it has never made any gas sales into the California
market, which is the subject of the FERC staff's investigation that
lead to the issuance of the order. The Company plans to file a "show
cause" document in response to the order no later than April 16, 2003.
FERC intends to reach a final decision by July 31, 2003. An adverse
ruling would terminate the blanket marketing certificates. The Company
does not believe this order will have an adverse effect on its
operating results, financial position or cash flows.
After reviewing bids received, and thoroughly reviewing the
options, the Enron Board of Directors voted on March 19, 2003 to move
forward with the creation of a new operating entity rather than selling
it's ownership interest in the Company. The formation of the new entity
will require various board, bankruptcy court and regulatory approvals
and is expected to be well underway by the end 2003.
23
CITRUS CORP. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
(IN THOUSANDS)
Florida Gas Citrus Citrus
Citrus Transmission Trading Energy Eliminations Citrus Corp.
Corp. Company Corp. Services, Inc. & Other Consolidated
----------- ------------ ----------- -------------- ------------ -------------
ASSETS
Current Assets
Cash and cash equivalents $ 7,721 $ 102,195 $ -- $ -- $ -- $ 109,916
Trade and other receivables
Customers, net of allowance for doubtful
accounts of $77 -- 36,434 -- 222 -- 36,656
Income taxes 2,850 394 348 -- 55 3,647
Price risk management assets -- -- 147,052 -- -- 147,052
Materials and supplies -- 3,337 -- -- -- 3,337
Other -- 6,752 -- 44 -- 6,796
----------- ------------ ----------- -------------- ------------ -------------
Total Current Assets 10,571 149,112 147,400 266 55 307,404
----------- ------------ ----------- -------------- ------------ -------------
Investment in Subsidiary Companies 1,701,275 -- -- -- (1,701,275) --
----------- ------------ ----------- -------------- ------------ -------------
Deferred Charges
Unamortized debt expense 774 10,117 -- -- -- 10,891
Affiliated companies -- 309,756 1,185 -- (310,941) --
Price risk management assets -- -- 537,689 -- -- 537,689
Other 37 37,276 13,755 3,550 -- 54,618
----------- ------------ ----------- -------------- ------------ -------------
Total Deferred Charges 811 357,149 552,629 3,550 (310,941) 603,198
----------- ------------ ----------- -------------- ------------ -------------
Property, Plant and Equipment, at cost
Completed Plant -- 2,481,508 54 -- 1,252,294 3,733,856
Construction work-in-progress -- 180,432 -- -- -- 180,432
----------- ------------ ----------- -------------- ------------ -------------
Total property, plant and equipment -- 2,661,940 54 -- 1,252,294 3,914,288
Less - accumulated depreciation and
amortization -- 594,459 54 -- 409,832 1,004,345
----------- ------------ ----------- -------------- ------------ -------------
Net Property, Plant and Equipment -- 2,067,481 -- -- 842,462 2,909,943
----------- ------------ ----------- -------------- ------------ -------------
TOTAL ASSETS $ 1,712,657 $ 2,573,742 $ 700,029 $ 3,816 $ (1,169,699) $ 3,820,545
=========== ============ =========== ============== ============ =============
24
CITRUS CORP. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2002
(IN THOUSANDS)
Florida Gas Citrus Citrus
Citrus Transmission Trading Energy Eliminations Citrus Corp.
Corp. Company Corp. Services, Inc. & Other Consolidated
----------- ------------ ----------- -------------- ------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Long-term debt due within one year $ 19,250 $ 6,159 $ -- $ -- $ -- $ 25,409
Accounts payable
Trade 277 9,944 -- 70 -- 10,291
Affiliated companies 311,619 17,063 1,330 (107) (310,941) 18,964
Accrued liabilities
Interest 2,699 18,646 -- -- -- 21,345
Other taxes 1 8,735 368 3 -- 9,107
Price risk management liabilities -- -- 138,637 -- -- 138,637
other (63) 2,556 -- -- -- 2,493
----------- ------------ ----------- -------------- ------------ ------------
Total Current Liabilities 333,783 63,103 140,335 (34) (310,941) 226,246
----------- ------------ ----------- -------------- ------------ ------------
Long-Term Debt 149,500 1,075,080 -- -- -- 1,224,580
----------- ------------ ----------- -------------- ------------ ------------
Deferred Credits
Deferred income taxes (15,973) 333,018 24,767 1,102 309,156 652,070
Price risk management liabilities -- -- 488,911 -- -- 488,911
Other -- 10,005 -- 40 -- 10,045
----------- ------------ ----------- -------------- ------------ ------------
Total Deferred Credits (15,973) 343,023 513,678 1,142 309,156 1,151,026
----------- ------------ ----------- -------------- ------------ ------------
Stockholders' Equity
Common stock 1 2,526 3 1 (2,530) 1
Additional paid-in capital 634,271 729,496 5,498 1,287 (736,281) 634,271
Accumulated other comprehensive income 8,089 (26,542) -- -- -- (18,453)
Retained earnings 602,986 387,056 40,515 1,420 (429,103) 602,874
----------- ------------ ----------- -------------- ------------ ------------
Total Stockholders' Equity 1,245,347 1,092,536 46,016 2,708 (1,167,914) 1,218,693
----------- ------------ ----------- -------------- ------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,712,657 $ 2,573,742 $ 700,029 $ 3,816 $ (1,169,699) $ 3,820,545
=========== ============ =========== ============== ============ ============
25
CITRUS CORP. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2002
(IN THOUSANDS)
Florida Gas Citrus Citrus
Citrus Transmission Trading Energy Eliminations Citrus Corp.
Corp. Company Corp. Services, Inc. & Other Consolidated
--------- ------------ --------- -------------- ------------ ------------
Revenues
Gas sales $ -- $ -- $ 102,166 $ -- $ -- $ 102,166
Gas transportation, net -- 419,272 -- 364 -- 419,636
-------- ----------- --------- ------ ---------- -----------
-- 419,272 102,166 364 -- 521,802
-------- ----------- --------- ------ ---------- -----------
Costs and Expenses
Natural gas purchased -- -- 91,925 -- -- 91,925
Operations and maintenance 1,450 84,250 4,147 146 -- 89,993
Depreciation -- 38,041 -- -- -- 38,041
Amortization 20,064 -- -- -- (4) 20,060
Taxes - other than income taxes 138 21,588 161 (28) -- 21,859
-------- ----------- --------- ------ ---------- -----------
21,652 143,879 96,233 118 (4) 261,878
-------- ----------- --------- ------ ---------- -----------
Operating Income (Loss) (21,652) 275,393 5,933 246 4 259,924
-------- ----------- --------- ------ ---------- -----------
Other Income (Expense)
Interest expense, net (21,966) (74,646) 5,366 204 -- (91,042)
Allowance for funds used during construction -- 17,141 -- -- -- 17,141
Other, net (167) (956) (28,598) 13 -- (29,708)
Equity in earnings of subsidiaries 123,752 -- -- -- (123,752) --
-------- ----------- --------- ------ ---------- -----------
101,619 (58,461) (23,232) 217 (123,752) (103,609)
-------- ----------- --------- ------ ---------- -----------
Income (Loss) Before Income Taxes 79,967 216,932 (17,299) 463 (123,748) 156,315
Income Tax Expense (Benefit) (16,619) 82,593 (6,454) 207 1 59,728
-------- ----------- --------- ------ ---------- -----------
Net Income (Loss) $ 96,586 $ 134,339 $ (10,845) $ 256 $ (123,749) $ 96,587
======== =========== ========= ====== ========== ===========
26
CITRUS CORP. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF STOCKHOLDERS' EQUITY
YEAR ENDED DECEMBER 31, 2002
(IN THOUSANDS)
Florida Citrus Citrus
Citrus Gas Trading Energy Eliminations Citrus
Corp. Transmission Corp. Services Inc. & Other Consolidated
----------- ------------ --------- ------------- ------------ ------------
Common Stock
Balance, beginning and end of year $ 1 $ 2,526 $ 3 $ 1 $ (2,530) $ 1
----------- ------------ --------- --------- ----------- -----------
Additional Paid-in Capital
Balance, beginning and end of year 634,271 729,496 5,498 1,287 (736,281) 634,271
----------- ------------ --------- --------- ----------- -----------
Accumulated Other Comprehensive income (Loss):
Balance, beginning of year 9,982 (16,695) -- -- -- (6,713)
Deferred loss on cash flow hedge -- (12,280) -- -- -- (12,280)
Recognition in earnings of previously
deferred (gains) and losses related
to derivative instruments used as cash
flow hedges (1,893) 2,433 -- -- -- 540
----------- ------------ --------- --------- ----------- -----------
Balance, end of year 8,089 (26,542) -- -- -- (18,453)
----------- ------------ --------- --------- ----------- -----------
Retained Earnings
Balance, beginning of year 506,390 311,717 51,360 1,164 (364,344) 506,287
Net income 96,586 134,339 (10,845) 256 (123,749) 96,587
Declared dividend -- (59,000) -- -- 59,000 --
----------- ------------ --------- --------- ----------- -----------
Balance, end of year 602,976 387,056 40,515 1,420 (429,093) 602,874
----------- ------------ --------- --------- ----------- -----------
Total Stockholders' Equity $ 1,245,337 $ 1,092,536 $ 46,016 $ 2,708 $(1,167,904) $ 1,218,693
=========== ============ ========= ========= =========== ===========
27
CITRUS CORP. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
TWELVE MONTHS ENDED DECEMBER 31, 2002
(IN THOUSANDS)
Florida Gas Citrus Citrus
Citrus Transmission Trading Energy
Corp. Company Corp. Services, Inc.
-------- ------------ --------- --------------
Cash Flows From Operating Activities
Net income (loss) $ 96,586 $ 134,339 $ (10,845) $ 256
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities
Equity in earnings of subsidiaries (64,752) -- -- --
Depreciation and amortization 20,064 38,041 -- --
Amortization of hedge loss in OCI (1,893) 2,433 -- --
Overhaul charges amortization -- 1,203 -- --
Non-cash interest income -- (2,025) -- --
Deferred income taxes (2) 63,122 (6,966) --
Allowance for funds used during construction -- (17,141) -- --
Changes in assets and liabilities
Trade and other receivables (2) 1,477 -- (130)
Materials and supplies -- 350 -- --
Accounts payable 936 (14,176) 34 277
Accrued liabilities (9,746) 4,865 (869) 39
Other current assets and liabilities (102) 406 -- --
Fair value loss of reverse swap -- 2,575 -- --
Price risk management assets and liabilities -- (3,243) 29,592 --
Other, net 152 (6,688) (13,757) (93)
-------- ---------- --------- ----------
Net Cash Provided by (Used in) Operating Activities 41,241 205,538 (2,811) 349
-------- ---------- --------- ----------
Cash Flows From Investing Activities
Additions to property, plant and equipment -- (242,804) -- --
Allowance for funds used during construction -- 17,141 -- --
Disposition of property, plant and equipment, net -- 2,444 -- --
-------- ---------- --------- ----------
Net Cash Used in Investing Activities -- (223,219) -- --
-------- ---------- --------- ----------
Cash Flows From Financing Activities
Dividends declared -- (59,000) -- --
Intercompany accounts (25,364) 22,902 2,811 (349)
Proceeds from issuance of long-term debt -- 250,000 -- --
Repayment of long-term debt -- (74,700) -- --
Anticipatory hedge settlement (OCI) -- (12,280) -- --
Interest rate swap settlement -- (550) -- --
Principal payments on long-term debt (19,250) (6,500) -- --
-------- ---------- --------- ----------
Net Cash Provided by (Used in) Financing Activities (44,614) 119,872 2,811 (349)
-------- ---------- --------- ----------
Increase (Decrease) in Cash and Cash Equivalents (3,373) 102,191 -- --
Cash and Cash Equivalents, Beginning of Year 11,094 4 -- --
-------- ---------- --------- ----------
Cash and Cash Equivalents, End of Year $ 7,721 $ 102,195 $ -- $ --
======== ========== ========= ==========
Eliminations Citrus Corp.
& Other Consolidated
------------ ------------
Cash Flows From Operating Activities
Net income (loss) $ (123,749) $ 96,587
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities
Equity in earnings of subsidiaries 64,752 --
Depreciation and amortization (4) 58,101
Amortization of hedge loss in OCI -- 540
Overhaul charges amortization -- 1,203
Non-cash interest income -- (2,025)
Deferred income taxes -- 56,154
Allowance for funds used during construction -- (17,141)
Changes in assets and liabilities
Trade and other receivables -- 1,345
Materials and supplies -- 350
Accounts payable -- (12,929)
Accrued liabilities -- (5,711)
Other current assets and liabilities -- 304
Fair value loss of reverse swap -- 2,575
Price risk management assets and liabilities -- 26,349
Other, net 1 (20,385)
---------- ----------
Net Cash Provided by (Used in) Operating Activities (59,000) 185,317
---------- ----------
Cash Flows From Investing Activities
Additions to property, plant and equipment -- (242,804)
Allowance for funds used during construction -- 17,141
Disposition of property, plant and equipment, net -- 2,444
---------- ----------
Net Cash Used in Investing Activities -- (223,219)
---------- ----------
Cash Flows From Financing Activities
Dividends declared 59,000 --
Intercompany accounts -- --
Proceeds from issuance of long-term debt -- 250,000
Repayment of long-term debt -- (74,700)
Anticipatory hedge settlement (OCI) -- (12,280)
Interest rate swap settlement -- (550)
Principal payments on long-term debt -- (25,750)
---------- ----------
Net Cash Provided by (Used in) Financing Activities 59,000 136,720
---------- ----------
Increase (Decrease) in Cash and Cash Equivalents -- 98,818
Cash and Cash Equivalents, Beginning of Year -- 11,098
---------- ----------
Cash and Cash Equivalents, End of Year $ -- $ 109,916
========== ==========
28
CITRUS CORP. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(IN THOUSANDS)
Florida Gas Citrus Citrus
Citrus Transmission Trading Energy
Corp. Company Corp. Services, Inc.
---------- ------------ ---------- --------------
ASSETS
Current Assets
Cash and cash equivalents $ 11,094 $ 4 $ -- $ --
Trade and other receivables
Customers, net of allowance for doubtful accounts of $826 (2) 37,912 -- 92
Income taxes -- 1,800 -- --
Price risk management assets -- -- 129,516 --
Materials and supplies -- 3,686 -- --
Other 1 4,717 1 44
---------- ------------ ---------- -----------
Total Current Assets 11,093 48,119 129,517 136
---------- ------------ ---------- -----------
Investment in subsidiary companies 1,649,215 -- -- --
---------- ------------ ---------- -----------
Deferred Charges
Unamortized debt expense 940 7,638 13 --
Affiliated companies 3,812 332,658 3,996 --
Price risk management assets -- -- 503,654 --
Other 23 33,342 (10) 3,455
---------- ------------ ---------- -----------
Total Deferred Charges 4,775 373,638 507,653 3,455
---------- ------------ ---------- -----------
Property, Plant and Equipment, at cost
Completed Plant -- 2,207,661 54 --
Construction work-in-progress -- 220,196 -- --
---------- ------------ ---------- -----------
Total property, plant and equipment -- 2,427,857 54 --
Less - accumulated depreciation and amortization -- 566,478 54 --
---------- ------------ ---------- -----------
Net Property, Plant and Equipment -- 1,861,379 -- --
---------- ------------ ---------- -----------
TOTAL ASSETS $1,665,083 $ 2,283,136 $ 637,170 $ 3,591
========== ============ ========== ===========
Eliminations Citrus Corp.
& Other Consolidated
------------ ------------
ASSETS
Current Assets
Cash and cash equivalents $ -- $ 11,098
Trade and other receivables
Customers, net of allowance for doubtful accounts of $826 -- 38,002
Income taxes (1,800) --
Price risk management assets -- 129,516
Materials and supplies -- 3,686
Other -- 4,763
------------ ----------
Total Current Assets (1,800) 187,065
------------ ----------
Investment in subsidiary companies (1,649,215) --
------------ ----------
Deferred Charges
Unamortized debt expense 1 8,592
Affiliated companies (340,466) --
Price risk management assets -- 503,654
Other -- 36,810
------------ ----------
Total Deferred Charges (340,465) 549,056
------------ ----------
Property, Plant and Equipment, at cost
Completed Plant 1,252,294 3,460,009
Construction work-in-progress -- 220,196
------------ ----------
Total property, plant and equipment 1,252,294 3,680,205
Less - accumulated depreciation and amortization 389,773 956,305
------------ ----------
Net Property, Plant and Equipment 862,521 2,723,900
------------ ----------
TOTAL ASSETS $ (1,128,959) $3,460,021
============ ==========
29
CITRUS CORP. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2001
(IN THOUSANDS)
Florida Gas Citrus Citrus
Citrus Transmission Trading Energy Eliminations Citrus Corp.
Corp. Company Corp. Services, Inc. & Other Consolidated
----------- ------------ ---------- -------------- ------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Long-term debt due within one year $ 19,250 $ 6,500 $ -- $ -- $ -- $ 25,750
Accounts payable
Trade 67 22,666 -- (14) (1) 22,718
Affiliated companies 340,069 18,515 1,296 50 (340,466) 19,464
Accrued liabilities
Interest 3,087 10,655 -- -- -- 13,742
Income taxes 6,510 -- 656 (70) (1,856) 5,240
Other taxes -- 13,266 233 32 -- 13,531
Price risk management liabilities -- -- 91,867 -- -- 91,867
Other 38 115 5 -- -- 158
----------- ----------- ---------- ----------- ----------- -----------
Total Current Liabilities 369,021 71,717 94,057 (2) (342,323) 192,470
----------- ----------- ---------- ----------- ----------- -----------
Long-Term Debt 168,750 905,457 -- -- -- 1,074,207
----------- ----------- ---------- ----------- ----------- -----------
Deferred Credits
Deferred income taxes (23,332) 269,896 31,733 1,102 316,518 595,917
Price risk management liabilities -- 3,243 454,519 -- -- 457,762
Other -- 5,779 -- 40 -- 5,819
----------- ----------- ---------- ----------- ----------- -----------
Total Deferred Credits (23,332) 278,918 486,252 1,142 316,518 1,059,498
----------- ----------- ---------- ----------- ----------- -----------
Stockholders' Equity
Common stock 1 2,526 3 1 (2,530) 1
Additional paid-in capital 634,271 729,496 5,498 1,287 (736,281) 634,271
Accumulated other comprehensive income 9,982 (16,695) -- -- -- (6,713)
Retained earnings (deficit) 506,390 311,717 51,360 1,163 (364,343) 506,287
----------- ----------- ---------- ----------- ----------- -----------
Total Stockholders' Equity 1,150,644 1,027,044 56,861 2,451 (1,103,154) 1,133,846
----------- ----------- ---------- ----------- ----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,665,083 $ 2,283,136 $ 637,170 $ 3,591 $(1,128,959) $ 3,460,021
=========== =========== ========== =========== =========== ===========
30
CITRUS CORP. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2001
(IN THOUSANDS)
Florida Gas Citrus Citrus
Citrus Transmission Trading Energy Eliminations Citrus Corp.
Corp. Company Corp. Services, Inc. & Other Consolidated
----------- ------------ ---------- -------------- ------------ ------------
Revenues
Gas transportation, net $ -- $ 351,443 $ -- $ 195 $ -- $ 351,638
----------- ----------- ---------- ----------- ----------- -----------
-- 351,443 -- 195 -- 351,638
----------- ----------- ---------- ----------- ----------- -----------
Costs and Expenses
Operations and maintenance 1,757 75,327 184 100 -- 77,368
Depreciation -- 31,771 -- -- -- 31,771
Amortization 20,064 -- -- -- (3) 20,061
Taxes - other than income taxes 152 28,281 161 -- -- 28,594
----------- ----------- ---------- ----------- ----------- -----------
21,973 135,379 345 100 (3) 157,794
----------- ----------- ---------- ----------- ----------- -----------
Operating Income (Loss) (21,973) 216,064 (345) 95 3 193,844
----------- ----------- ---------- ----------- ----------- -----------
Other Income (Expense)
Interest expense, net (29,389) (60,673) -- 45 -- (90,017)
Allowance for funds used during construction -- 13,645 -- -- -- 13,645
Other, net (227) 9,022 1,388 3,408 -- 13,591
Equity in earnings of subsidiaries 112,987 -- -- -- (112,987) --
----------- ----------- ---------- ----------- ----------- -----------
83,371 (38,006) 1,388 3,453 (112,987) (62,781)
----------- ----------- ---------- ----------- ----------- -----------
Income (Loss) Before Income Taxes 61,398 178,058 1,043 3,548 (112,984) 131,063
Income Tax Expense (Benefit) (18,927) 67,897 389 1,376 -- 50,735
----------- ----------- ---------- ----------- ----------- -----------
Net Income (Loss) $ 80,325 $ 110,161 $ 654 $ 2,172 $ (112,984) $ 80,328
=========== =========== ========== =========== =========== ===========
31
CITRUS CORP. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF STOCKHOLDERS' EQUITY
YEAR ENDED DECEMBER 31, 2001
(IN THOUSANDS)
Florida Citrus Citrus
Citrus Gas Trading Energy
Corp. Transmission Corp. Services Inc.
----------- ------------ ----------- -------------
Common Stock
Balance, beginning and end of year $ 1 $ 2,526 $ 3 $ 1
----------- ----------- ----------- -----------
Additional Paid-in Capital
Balance, beginning and end of year 634,271 729,496 5,498 1,287
----------- ----------- ----------- -----------
Accumulated Other Comprehensive Income (Loss):
Balance, beginning of year 11,875 (18,567) -- --
Deferred loss on cash flow hedge -- -- -- --
Recognition in earnings of previously deferred (gains) and losses
related to derivative instruments used as cash flow hedges (1,893) 1,872 -- --
----------- ----------- ----------- -----------
Balance, end of year 9,982 (16,695) -- --
----------- ----------- ----------- -----------
Retained Earnings
Balance, beginning of year 426,065 201,556 50,706 (1,008)
Net income 80,325 110,161 654 2,172
----------- ----------- ----------- -----------
Balance, end of year 506,390 311,717 51,360 1,164
----------- ----------- ----------- -----------
Total Stockholders' Equity $ 1,150,644 $ 1,027,044 $ 56,861 $ 2,452
=========== =========== =========== ===========
Eliminations Citrus
& Other Consolidated
------------ ------------
Common Stock
Balance, beginning and end of year $ (2,530) $ 1
----------- -----------
Additional Paid-in Capital
Balance, beginning and end of year (736,281) 634,271
----------- -----------
Accumulated Other Comprehensive Income (Loss):
Balance, beginning of year -- (6,692)
Deferred loss on cash flow hedge -- --
Recognition in earnings of previously deferred (gains) and losses
related to derivative instruments used as cash flow hedges -- (21)
----------- -----------
Balance, end of year -- (6,713)
----------- -----------
Retained Earnings
Balance, beginning of year (251,360) 425,959
Net income (112,984) 80,328
----------- -----------
Balance, end of year (364,344) 506,287
----------- -----------
Total Stockholders' Equity $(1,103,155) $ 1,133,846
=========== ===========
32
CITRUS CORP. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2001
(IN THOUSANDS)
Florida Gas Citrus Citrus
Citrus Transmission Trading Energy
Corp. Company Corp. Services, Inc.
---------- ------------ ---------- --------------
Cash Flows From Operating Activities
Net income (loss) $ 80,325 $ 110,161 $ 654 $ 2,172
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities
Equity in earnings of subsidiaries (112,987) -- -- --
Depreciation and amortization 20,064 31,771 -- --
Deferred income taxes (5,735) 37,841 105 1,325
Allowance for funds used during construction -- (13,645) -- --
Changes in assets and liabilities
Trade and other receivables (3,810) (10,391) 103,812 26
Materials and supplies -- 322 -- --
Accounts payable (742) 1,816 (508) (256)
Accrued liabilities (1,810) 2,276 (357) (72)
Other current assets and liabilities (26) 15,282 -- 105
Price risk management assets and liabilities -- -- (613) --
Other, net (2,426) (27,670) 622 (3,456)
---------- ---------- ---------- ----------
Net Cash Provided by (Used in) Operating Activities (27,147) 147,763 103,715 (156)
---------- ---------- ---------- ----------
Cash Flows From Investing Activities
Additions to property, plant and equipment -- (198,836) -- --
Allowance for funds used during construction -- 13,645 -- --
Disposition of property, plant and equipment, net -- (526) -- --
---------- ---------- ---------- ----------
Net Cash Used in Investing Activities -- (185,717) -- --
---------- ---------- ---------- ----------
Cash Flows From Financing Activities
Short-term bank borrowings, net (30,000) (50,000) -- --
Proceeds from issuance of long-term debt -- 74,700 -- --
Principal payments on long-term debt (19,250) (6,500) -- --
Intercompany notes 84,100 19,459 (103,715) 156
---------- ---------- ---------- ----------
Net Cash Provided by (Used in) Financing Activities 34,850 37,659 (103,715) 156
---------- ---------- ---------- ----------
Increase (Decrease) in Cash and Cash Equivalents 7,703 (295) -- --
Cash and Cash Equivalents, Beginning of Year 3,391 299 -- --
---------- ---------- ---------- ----------
Cash and Cash Equivalents, End of Year $ 11,094 $ 4 $ -- $ --
========== ========== ========== ==========
Eliminations Citrus Corp.
& Other Consolidated
------------- ------------
Cash Flows From Operating Activities
Net income (loss) $ (112,984) $ 80,328
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities
Equity in earnings of subsidiaries 112,987 --
Depreciation and amortization (3) 51,832
Deferred income taxes -- 33,536
Allowance for funds used during construction -- (13,645)
Changes in assets and liabilities
Trade and other receivables -- 89,637
Materials and supplies -- 322
Accounts payable -- 310
Accrued liabilities -- 37
Other current assets and liabilities -- 15,361
Price risk management assets and liabilities -- (613)
Other, net -- (32,930)
---------- ----------
Net Cash Provided by (Used in) Operating Activities -- 224,175
---------- ----------
Cash Flows From Investing Activities
Additions to property, plant and equipment -- (198,836)
Allowance for funds used during construction -- 13,645
Disposition of property, plant and equipment, net -- (526)
---------- ----------
Net Cash Used in Investing Activities -- (185,717)
---------- ----------
Cash Flows From Financing Activities
Short-term bank borrowings, net -- (80,000)
Proceeds from issuance of long-term debt -- 74,700
Principal payments on long-term debt -- (25,750)
Intercompany notes -- --
---------- ----------
Net Cash Provided by (Used in) Financing Activities -- (31,050)
---------- ----------
Increase (Decrease) in Cash and Cash Equivalents -- 7,408
Cash and Cash Equivalents, Beginning of Year -- 3,690
---------- ----------
Cash and Cash Equivalents, End of Year $ -- $ 11,098
========== ==========
33
2001 vs. 2000
TRANSWESTERN PIPELINE COMPANY -- RESULTS OF OPERATIONS
The following discussion and analysis of the financial condition and
results of operations of Transwestern are based on the Financial Statements of
Transwestern, which were prepared in accordance with accounting principles
generally accepted in the United States of America, and should be read in
conjunction with the Financial Statements included herein. The discussion of the
results of operations contained herein was not prepared in connection with the
original audit of Transwestern, and has not been reviewed by outside auditors.
YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000
INCOME STATEMENT
Net income decreased by $496.2 million, from $69.7 million in 2000 to a
loss of $426.5 million of net income in 2001. The loss in 2001 primarily
reflects establishment of reserves of $820.2 million (for a $500.4 million
impact on 2001 net income after tax effect) for receivables due from ENE and its
Affiliates as a result of ENE's and certain of its Affiliates' bankruptcies in
December 2001.
Operating revenues increased $26.8 million from $176.8 million in 2000
to $203.6 million in 2001. Transportation revenues accounted for $15.6 million
of the increase. The increase in transportation revenues was from new contracts
and higher rates attributable to higher demand in the California market and a
full year of revenues from the Gallup Expansion. The State of California
experienced high natural gas demands in 2001 as a result of low hydroelectric
generation and unusually warm temperatures requiring higher electric generation.
Interruptible revenues increased also due to higher demand in California. These
increases were partially offset by lower rate surcharges due to the termination
of the shared cost surcharge provision of Transwestern's Global Tariff
Settlement on October 31, 2001. Gas and Liquids Sold revenues increased $11.0
million, from $26.3 million in 2000 to $37.3 million in 2001 due to higher
retained fuel available to sell from higher deliveries to California and higher
gas prices.
Operating and Maintenance Expenses increased $40.8 million, from $39.6
million in 2000 to $80.4 million in 2001. This increase is primarily due to bad
debt expense. During 2001, Transwestern was a party to natural gas commodity
price swaps with an ENA Affiliate, RMTC. ENA and certain Affiliates subsequently
filed for bankruptcy and informed Transwestern that price swap agreements with
Transwestern would not be performed. Transwestern closed out all outstanding
financial instruments with ENA and fully reserved for their value as of December
31, 2001. Also, fuel used in operations increased as a result of the higher
throughput volumes associated with higher demand in Transwestern's California
market area mentioned above.
I-8
Other income decreased by $787.5 million from $23.8 million in 2000 to a
loss of $763.7 million in 2001. On December 2, 2001, ENE and certain of its
Affiliates filed for bankruptcy protection. As a result, a $784.7 million note
receivable from ENE was fully reserved due to the uncertainty regarding the
ability of ENE to repay the note receivable. Interest income decreased $1.5
million from $21.7 million in 2000 to $20.2 million in 2001. This decrease was
due to the loss of intercompany interest income on the note receivable with ENE.
Interest expense increased $10.3 million from $11.1 million in 2000 to
$21.4 million in 2001. On November 19, 2001, Transwestern closed on a $550.0
million, 364 days, secured revolving credit facility with two financial
institutions. The additional interest expense and debt cost was associated with
the secured revolver. The remaining interest expense is primarily associated
with a reserve for intercompany interest income for November and December 2001,
as a result of ENE's bankruptcy and its ability to pay the interest on notes
payable.
Income taxes decreased $226.2 million from an expense of $44.7 million
in 2000 to a benefit of $270.9 million in 2001 primarily as a result of a
reserve set up due to the uncertainty regarding the ability of ENE and RMTC to
repay its notes or pay its payables as discussed above.
CASH FLOWS
Cash Flow increased by $8.1 million, from $0.0 million in 2000 to $8.1
million in 2001.
Net Cash Provided by Operating Activities decreased by $762.2 million,
from a cash inflow of $88.4 million in 2000 to a cash outflow of $673.8 million
in 2001. This significant cash decline was significantly affected by
transactions in 2001 unrelated to Transwestern's operations. In 2001,
Transwestern had a total of $820.2 million in short-term notes and receivables
defaulted on and reserved against due to ENE's and its Affiliates' bankruptcies.
Excluding the establishment of these reserves, Transwestern's 2001 cash provided
from operating activities was approximately $146.4 million. Comparable cash flow
from operations in 2000 was $97.0 million. The year to year improvement
primarily reflects the impact of improved revenues in 2001.
Net Cash Flow Used in Investing Activities decreased $56.0 million from
funds used of $111.6 million in 2000 to funds used of $55.6 million in 2001.
Capital expenditures were higher as a result of Transwestern's Red Rock
Expansion. This was offset by an increase of $82.0 million in a note receivable
from ENE that was classified as an investing activity in 2000.
Net Cash Flow from Financing Activities increased by $714.2 million from
a cash inflow of $23.2 million in 2000 to a cash inflow of $737.4 million in
2001. In 2001, Transwestern entered into the $550.0 million revolving credit
facility. Of that amount, Transwestern assumed an ENE obligation of $137.5
million and paid fees of $25.1 million, resulting in net proceeds of $387.4
million, which was loaned to ENE.
I-9
$365.5 million was reclassified in 2001 from intercompany receivables in working
capital to note receivable from ENE in financing activities. $15.5 million of
existing debt was retired in 2001. Therefore, without considering the ENE loans
above, Transwestern used $82.7 million of cash in financing-related activities
in 2001. In 2000, Transwestern refinanced long-term debt realizing net proceeds
of $23.2 million, essentially used in investing activities.
At the end of 2001, Transwestern had $8.1 million of cash compared to a
$4,000 balance at the end of 2000. Prior to ENE's bankruptcy, all of
Transwestern's cash was advanced to ENE.
I-10
TRANSWESTERN PIPELINE COMPANY
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001 AND 2000
WITH REPORT OF INDEPENDENT AUDITORS
TRANSWESTERN PIPELINE COMPANY
TABLE OF CONTENTS
PAGE NO.
--------
REPORT OF INDEPENDENT AUDITORS
Report of Independent Auditors 2
AUDITED FINANCIAL STATEMENTS
Balance Sheets - Assets 4
Balance Sheets - Liabilities and Stockholders' Equity 5
Statements of Operations 6
Statements of Stockholders' Equity 7
Statements of Cash Flows 8
Notes to Financial Statements 9-26
1
(ERNST & YOUNG LETTERHEAD)
Report of Independent Auditors
The Board of Directors
Transwestern Pipeline Company
We have audited the balance sheet of Transwestern Pipeline Company
(Transwestern) as of December 31, 2001, and the related statements of income,
stockholder's equity and cash flows for the year then ended. These financial
statements are the responsibility of Transwestern's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of Transwestern for the year ended December
31, 2000 were audited by other auditors whose report dated February 23, 2001,
except for Note 10, as to which the date is April 6, 2001, expressed an
unqualified opinion on those statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the 2001 financial statements referred to above present fairly,
in all material respects, the financial position of Transwestern at December 31,
2001, and the results of its operations and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States.
As more fully described in Note 1, Transwestern is a wholly-owned subsidiary of
Enron Corp. Enron Corp., along with certain other subsidiaries and affiliates,
filed for protection under Chapter 11 of the U.S. Bankruptcy Code in December
2001. Transwestern was not a part of these bankruptcy proceedings and has
continued its operations in the normal course of business since the bankruptcy
filing. Management believes that Transwestern will not be placed in bankruptcy;
that no actions on the part of its' federal regulators, the bankruptcy court or
its creditors will cause Transwestern to significantly alter its operations or
prevent it from operating as it does now for the "public convenience and
necessity"; or, that will have a significant effect on its financial position,
results of operations or cash flows, or that will prevent it from meeting all of
its obligations as they become due. In addition, as more fully described in Note
3, in November 2001 Transwestern borrowed $550,000,000 under a note maturing in
November 2002. Although Transwestern is not in violation of any debt covenants,
has generated sufficient cash flows from operations to service the debt, and
management believes Transwestern has sufficient collateral and borrowing
capacity to renew or refinance this debt on a timely basis, management has not
yet sought, or received, a
(A Member Practice of Ernst & Young Global)
2
commitment from any lender. Because of the uncertainties surrounding the Enron
Corp. bankruptcy proceedings and what effect, if any, they might ultimately have
on Transwestern, and because Transwestern does not yet have a firm commitment
from a lender to ensure that it is able to repay the $550,000,000 of debt when
it becomes due during 2002, there exists substantial doubt about whether
Transwestern can obtain such financing and, thus, whether it will continue as a
going concern. The accompanying financial statements have been prepared assuming
that Transwestern will continue as a going concern and, therefore, do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets.
As discussed in Note 5 to the financial statements, in 2001 Transwestern changed
its method for accounting for derivative instruments.
April 26, 2002, ERNST & YOUNG LLP
except for Note 3, as to which the date is
April 30, 2002
3
TRANSWESTERN PIPELINE COMPANY
BALANCE SHEETS
(IN THOUSANDS)
DECEMBER 31, DECEMBER 31,
2001 2000
------------ ------------
ASSETS
CURRENT ASSETS
Cash $ 8,061 $ 4
Accounts receivable-
Customers 14,166 7,287
Associated companies, less allowance for
doubtful accounts of $819,847 in 2001 - 378,314
Transportation and exchange gas receivable 6,501 11,991
Regulatory assets 6,644 6,553
Other 28,470 4,348
------------ ------------
Total Current Assets 63,842 408,497
------------ ------------
PROPERTY, PLANT AND EQUIPMENT, AT COST 1,042,394 987,107
Less - Accumulated depreciation and
amortization 123,386 104,364
------------ ------------
Property, Plant and Equipment, net 919,008 882,743
------------ ------------
OTHER ASSETS
Deferred income taxes 81,066 -
Regulatory assets 73,782 79,053
Other 5,615 2,106
------------ ------------
Total Other Assets 160,463 81,159
------------ ------------
TOTAL ASSETS $ 1,143,313 $ 1,372,399
============ ============
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
4
TRANSWESTERN PIPELINE COMPANY
BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
DECEMBER 31, DECEMBER 31,
2001 2000
------------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable -
Trade and other $ 1,932 $ 2,161
Associated companies 3,756 1,723
Transportation and exchange gas payable 5,579 7,331
Notes payable 550,000 -
Deferred income taxes 2,121 2,129
Accrued taxes 6,282 6,129
Accrued interest 2,952 3,012
Current portion of long-term debt - 3,850
Reserve for regulatory and other contingencies 12,489 263
Other 7,410 11
------------ ------------
Total Current Liabilities 592,521 26,609
------------ ------------
LONG-TERM DEBT, NET OF CURRENT MATURITIES - 161,600
------------ ------------
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes - 238,702
Other 2,376 2,661
------------ ------------
Total Deferred Credits and Other Liabilities 2,376 241,363
------------ ------------
STOCKHOLDERS' EQUITY
Common stock (1,000 shares authorized and outstanding) 1 1
Additional paid-in capital 409,191 409,191
Accumulated other comprehensive income 32,088 -
Retained earnings 107,136 533,635
------------ ------------
Total Stockholders' Equity 548,416 942,827
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,143,313 $ 1,372,399
============ ============
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
5
TRANSWESTERN PIPELINE COMPANY
STATEMENTS OF OPERATIONS
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
-----------------------------------
2001 2000
------------- -------------
REVENUES
Transportation $ 165,878 $ 150,290
Gas and liquids sold 37,334 26,333
Other gas revenues 416 190
------------- -------------
Total Revenues 203,628 176,813
------------- -------------
COST AND EXPENSES
Operating & maintenance expenses 80,389 39,601
Amortization of regulatory assets 4,632 4,749
Depreciation and amortization 19,889 19,658
Taxes, other than income taxes 10,924 11,163
------------- -------------
Total Cost and Expenses 115,834 75,171
------------- -------------
OPERATING INCOME 87,794 101,642
OTHER INCOME
Interest income 20,175 21,685
Other, net (783,867) 2,168
------------- -------------
INCOME (LOSS) BEFORE INTEREST AND INCOME TAXES (675,898) 125,495
Interest expense and related charges, net 21,479 11,146
Income taxes (270,878) 44,683
------------- -------------
NET INCOME (LOSS) $ (426,499) $ 69,666
============= =============
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
6
TRANSWESTERN PIPELINE COMPANY
STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
-----------------------------------
2001 2000
------------- -------------
Common Stock
Balance, beginning and end of year $ 1 $ 1
Additional Paid-in Capital
Balance, beginning and end of year 409,191 409,191
Accumulated Other Comprehensive Income (Loss):
Cumulative effect of accounting change (Note 5) (21,216) -
Deferred net gains on derivative instruments associated
with hedges of future cash flows 48,633
Recognition in earnings of previously deferred (gains)
and losses related to derivative instruments used as
cash flow hedges 4,671
------------- -------------
Balance, end of year 32,088 -
Retained Earnings
Balance beginning of year 533,635 463,969
Net income (loss) (426,499) 69,666
------------- -------------
Balance end of year 107,136 533,635
------------- -------------
Total Stockholders' Equity $ 548,416 $ 942,827
============= =============
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
7
TRANSWESTERN PIPELINE COMPANY
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
-----------------------------------
2001 2000
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH PROVIDED
(USED) BY OPERATING ACTIVITIES
Net income (loss) $ (426,499) $ 69,666
Depreciation and amortization 19,889 19,658
Amortization of regulatory assets 4,632 4,749
Regulatory, litigation and other non-cash adjustments,
net 819,847 -
Gain on sale of property (88) -
Deferred income taxes (319,776) 4,314
Changes in components of working capital
Receivables (820,186) (8,622)
Payables 52 (618)
Regulatory and other contingency adjustments 19,624 -
Other current assets / liabilities 347 (856)
Net assets from price risk management activities 32,089 -
Other, net (3,745) 136
------------- -------------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (673,814) 88,427
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Note receivable from parent company - (82,028)
Proceeds from sale of property 18 117
Additions to property, plant and equipment (55,468) (26,445)
Other capital expenditures (117) (3,221)
------------- -------------
NET CASH USED IN INVESTING ACTIVITIES (55,567) (111,577)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Note receivable from parent company 365,521 -
Issuance of short-term debt, net of issuance costs 524,867 -
Repayment of short-term debt assumed (137,500) -
Issuance of long-term debt - 150,000
Repayment of long-term debt (15,450) (126.850)
------------- -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 737,438 23,150
------------- -------------
INCREASE IN CASH 8,057 -
CASH, BEGINNING OF YEAR 4 4
------------- -------------
CASH, END OF YEAR $ 8,061 $ 4
============= =============
Additional Cash Flow Information
2001 2000
------------- -------------
INTEREST AND INCOME TAX PAYMENTS WERE AS FOLLOWS:
Interest (net of amounts capitalized) $ 10,353 $ 12,194
Income taxes 48,107 40,279
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
8
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000
(1) NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Transwestern Pipeline Company (Transwestern) is a subsidiary of
Transwestern Holding Company, Inc. (TW Holdings) a wholly-owned
subsidiary of Enron Transportation Services Company (ETS), formerly
Enron Pipeline Company, which is a majority-owned subsidiary of Enron
Corp. (Enron). ETS and its subsidiaries are members of an operating
group which engages in transactions characteristic of group
administration and operations with other members of the group.
Transwestern owns and operates an interstate natural gas pipeline
system stretching from Texas, Oklahoma and the San Juan Basin to the
California border. Transwestern is a major natural gas transporter to
the California border and Mid-Continent markets and aggressively
markets off the east end of its system to Texas intrastate and midwest
markets.
On December 2, 2001, Enron filed for bankruptcy protection under
Chapter 11 of the U.S. Bankruptcy Code, and since that date has been
engaged in restructuring its business and financial operations and in
preparing a plan of reorganization. It is not known when, or if, such
plan will receive approval of the Bankruptcy Court or what affect such
plan might have on Transwestern. As part of Transwestern's November
2001 debt offering (see Note 3), TW Holdings was created as an entity
to hold the stock of Transwestern, separate from Enron. Some of the
common stock of TW Holdings is held in a voting trust that was created
to protect the lenders by preventing Enron from forcing Transwestern to
file for bankruptcy protection.
On November 13, 2001 Transwestern closed on a $550 million 364 day,
secured, revolving credit facility (the "Revolver") with two financial
institutions (the "Banks"), as further described in Note 3.
Transwestern's management plans to extend or refinance the Revolver at
or before its scheduled maturity in November 2002. This plan is
supported by Transwestern's ability to service its debt with cash flows
from current operations, and its plans for current and future expansion
of capacity to serve growing markets in the Southwestern United States.
If the Revolver is not extended or refinanced, the Banks have the right
to assume ownership of Transwestern by foreclosing on the common stock
that was pledged to them to secure the repayment of the Revolver.
Although substantially all of the pipeline assets are also pledged for
the repayment of the Revolver, the Banks would not be able to foreclose
on the physical facilities in order to liquidate the assets without
first obtaining authority to do so from the Federal Energy Regulatory
Commission (FERC). The FERC is highly unlikely to deem a wholesale
liquidation of Transwestern's pipeline system to be in the "public
convenience and necessity." Transwestern's outside counsel has advised
that there is no precedent for the U.S. Bankruptcy Court to circumvent
the FERC's authority over disposition of jurisdictional facilities by
interstate natural gas pipelines.
9
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(1) NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Other potential impacts of the Enron bankruptcy proceedings have also
been considered by management. The Banks are also providing Enron's
debtor-in-possession financing and had initially determined to use a
portion of such financing to repay the Revolver and include
Transwestern in the bankruptcy process, thereby improving their secured
lender status. That proposal was rejected by the committee of Enron's
unsecured creditors because Transwestern had more value to the
creditors as a viable, non-bankrupt business. The terms of the Revolver
provide that Transwestern's cash accounts and transactions are totally
segregated from those of Enron and its debtor subsidiaries. In
addition, all dividends, distributions and loans to Enron and its
affiliates are strictly prohibited. This provides the Banks and
potential lenders with further assurance that Transwestern's cash flows
will be available for debt service. During the term of the agreement
Transwestern is prohibited from loaning funds or making distributions
to Enron, as well as being required to do business separately from
Enron in a manner that will not cause confusion as to the separate
distinct identity and legal existence of Transwestern. Transwestern, by
the terms of the notes, is not allowed to refer to itself as a
department or division of Enron as well.
In the unlikely event that Transwestern would be placed in bankruptcy,
the FERC's past precedent in dealing with regulated utilities in
bankruptcy is to allow them to continue to operate in the public
convenience and necessity rather than to force the liquidation of the
jurisdictional facilities. Precedents include the Columbia Gas System
and United Gas Pipeline.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
10
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(1) NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Property, Plant and Equipment
The provision for depreciation and amortization is computed using the
straight-line method based on estimated economic or Federal Energy
Regulatory Commission (FERC) mandated lives. Composite depreciation
rates ranging from 1.2% to 10.0% are applied to functional groups of
property having similar economic characteristics.
Transwestern charges the cost of repairs to operating and maintenance
expense. Costs of replacements and renewals of units of property are
capitalized. The original cost of property retired is charged to
accumulated depreciation and amortization, net of salvage and removal
costs. No retirement gain or loss is included in the results of
operations except in the case of sales or exceptional retirements of
operating units.
The accrual of allowance for funds used during construction (AFUDC) is
a utility accounting practice calculated under guidelines prescribed by
the FERC and capitalized as part of the cost of utility plant. It
represents the cost of servicing the capital invested in construction
work-in-progress. Such AFUDC has been segregated into two component
parts - borrowed and equity funds. The allowance for borrowed and
equity funds used during construction totaled $.6 million and $.1
million for 2001 and 2000, respectively, and is included in "Other
Income" and "Interest expense and related charges, net", respectively,
in the Statement of Operations.
Included in gross property, plant and equipment is an aggregate plant
acquisition adjustment of $438.8 million which represents costs
allocated to Transwestern's transmission plant as a result of its
acquisition by Enron in 1984. Currently, this adjustment amount is not
considered by the FERC in determining the tariff rates Transwestern may
charge to its regulated customers. At December 31, 2001 and 2000,
$144.6 million and $138.6 million, respectively, was included in
accumulated depreciation and amortization related to the plant
acquisition adjustment.
System Gas
Transwestern accounts for system balancing gas using the fixed asset
accounting model established under FERC Order No. 581. Under this
approach, system gas volumes are classified as fixed assets and valued
at historical cost. Encroachments upon system gas are valued at current
market.
11
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(1) NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Income Taxes
Transwestern is included in the consolidated federal and state income
tax returns filed by Enron. Pursuant to tax allocation arrangements,
Enron will pay to each subsidiary an amount equal to the tax benefits
realized in Enron's consolidated federal income tax return resulting
from the utilization of the subsidiary's net operating losses and/or
tax credits, or each subsidiary will pay to Enron an amount equal to
the federal income tax computed on its separate company taxable income
less the tax benefits associated with net operating losses and/or tax
credits generated by the subsidiary which are utilized in Enron's
consolidated federal income tax return. To the extent a state requires
or permits a consolidated, combined or unitary tax return to be filed,
and such return includes any of Enron's subsidiaries, the principles
expressed with respect to the consolidated federal income tax
allocation apply for settlement of state taxes.
Transwestern accounts for income taxes under the provisions of
Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting
for Income Taxes," which provides for an asset and liability approach
to accounting for income taxes. Under this approach, deferred tax
assets and liabilities are recognized based on anticipated future tax
consequences attributable to differences between financial statement
carrying amounts of assets and liabilities and their respective tax
bases (see Note 2).
Computer Software
Transwestern's accounting policy for the costs of computer software
(all of which is for internal use only) is to capitalize direct costs
of materials and services consumed in developing or obtaining software,
including payroll and payroll-related costs for employees who are
directly associated with and who devote time to the software project.
Costs may begin to be capitalized once the application development
stage has begun. All other costs are expensed as incurred. Transwestern
amortizes the costs at a rate of 10% per year. Impairment is evaluated
based on changes in the expected usefulness of the software.
Transwestern has capitalized software costs, net of amortization, of
$5.5 million and $6.4 million at December 31, 2001 and 2000,
respectively.
12
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(1) NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Environmental Expenditures
Expenditures that relate to an existing condition caused by past
operations, and do not contribute to current or future revenue
generation, are expensed. Environmental expenditures relating to
current or future revenues are expensed or capitalized as appropriate
based on the nature of the costs incurred. Liabilities are recorded
when environmental assessments and/or clean ups are probable and the
costs can be reasonably estimated.
Recently Issued Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board (FASB) issued
SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142,
which must be applied to fiscal years beginning after December 15,
2001, modifies the accounting and reporting of goodwill and intangible
assets. Management does not expect that Transwestern's adoption of
Statement No, 142 will have any material impact on its financial
condition or results of operations.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143, which must be applied to fiscal
years beginning after June 15, 2002, addresses financial accounting and
reporting for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. Management
is in the process of evaluating the impact that adoption of SFAS No.
143 will have on its financial condition or results of operations.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No. 144 addresses
the financial accounting and reporting for the impairment or disposal
of long-lived assets. Management does not expect that Transwestern's
adoption of Statement No. 144 will have any material impact on its
financial condition or results of operations.
Reclassifications
Certain reclassifications have been made to the prior year's financial
statements to conform with the current year presentation.
13
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(2) INCOME TAXES
The principal components of Transwestern's net deferred income tax
assets and liabilities at December 31, 2001 and 2000, respectively, are
as follows (in thousands):
December 31,
----------------------------------
2001 2000
------------ -------------
Deferred income tax assets
Regulatory and other reserves $ 8,519 $ 262
Bad debt reserve 318,575 -
------------ -------------
327,094 262
------------ -------------
Deferred income tax liabilities
Depreciation and amortization 233,043 221,467
Other 15,106 19,626
------------ -------------
248,149 241,093
------------ -------------
Net deferred income tax assets $ 78,945
============
Net deferred income tax liability $ 240,831
=============
Total income tax expense (benefit) is summarized as follows (in thousands):
2001 2000
------------- -------------
Payable currently
Federal $ 41,392 $ 34,353
State 7,506 6,016
------------- -------------
48,898 40,369
------------- -------------
Payment deferred
Federal (271,011) 3,142
State (48,765) 1,172
------------- -------------
(319,776) 4,314
------------- -------------
Total income tax expense (benefit) $ (270,878) $ 44,683
============= =============
14
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(2) INCOME TAXES (CONTINUED)
The differences between taxes computed at the U.S. federal statutory
rate and Transwestern's effective rate are as follows (in thousands):
2001 2000
---------- -------
Statutory federal income tax
provision $(244,082) $40,022
Net state income taxes (26,818) 4,672
Other 22 (11)
--------- -------
Total income tax expense (benefit) $(270,878) $44,683
========= =======
(3) SHORT-TERM DEBT
On November 19, 2001, transwestern entered into a revolving credit
facility agreement (Revolver) of $550.0 million. The Revolver is
secured by all of the common stock of Transwestern and, subject to
certain exceptions, all other assets of Transwestern. $412.5 million of
the proceeds of the Revolver were used for loans to Enron. Another
$137.5 million of the proceeds were used to pay an Enron obligation to
Citibank and was recorded as an additional advance to Enron. The term
of the Revolver is 364 days. The interest rate in effect at December
31, 2001 was 4.656%. The estimated fair value of Transwestern's
short-term debt at December 31, 2001 was $550.0 million.
At December 31, 2001, Transwestern was in default of certain debt
covenants contained in the Revolver, the most significant of which
required Transwestern to maintain a tangible net worth of no less than
$750.0 million. Subsequent to Enron's bankruptcy filing on December 2,
2001, Transwestern provided reserves on 100% of all intercompany
balances due to it from Enron, thus significantly reducing its tangible
net worth. Transwestern has obtained a waiver from the lenders for this
event of default. The First Amendment and Waiver to the Revolver, dated
April 30, 2002, amended the amount of the tangible net worth test to
$400 million and waived the event of default which occurred as a result
of the bankruptcy of Enron and revised certain other terms of the
Revolver.
In connection with the November 19, 2001 financing transaction
mentioned above, Enron completed a corporate restructuring of
Transwestern designed to further separate a subsidiary from its parent
and affiliates, which may allow Transwestern to retain its own credit
rating based on its own creditworthiness. This restructuring
transaction involved creating a new company (TW Holdings), between
Enron and Transwestern, to hold all of the stock of Transwestern. TW
Holdings' Articles of Incorporation require the unanimous approval of
its Board of Directors and stockholders to a) merge or consolidate
15
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(3) SHORT-TERM DEBT (CONTINUED)
with any entity; b) sell, lease or transfer all, or substantially all,
of its assets to any entity; c) acquire all, or substantially all, of
the assets or capital stock or other ownership interest of any other
entity; d) institute, or consent to, bankruptcy, insolvency or similar
proceedings or actions; e) make any assignment for the benefit of
others; f) issue any additional shares of common stock or any security
convertible into share of common stock; or, g) make any change to its
Articles of Incorporation. In addition, Transwestern has ended its
intercompany borrowing and cash management program, and is restricted
from making dividends or advancing any funds to Enron or its
affiliates.
Because of the nature of the transaction described above, management of
Transwestern believes that the other parties to the Revolver are fully
secured, and that Transwestern would not be substantively consolidated
with Enron in any insolvency or bankruptcy proceeding.
Management plans to secure a credit rating for Transwestern based upon
its own creditworthiness, separate and apart from Enron. Management
believes this will allow Transwestern to refinance amounts due under
the Revolver when such amounts become due in November 2002, or to
obtain new financing that will enable Transwestern to repay the debt on
a timely basis. Management believes that Transwestern has sufficient
collateral and borrowing capacity to allow it to successfully complete
such a transaction, to remain current on its debt obligation and to
continue as a going concern.
(4) LONG-TERM DEBT
Long-term debt is summarized as follows (in thousands):
December 31,
------------------
2001 2000
---- --------
Notes payable
9.10% Notes due 2000 $ - $ -
7.55% Notes due 2000 - -
9.20% Notes due 2001 to 2004 - 15,450
7.40% Note due 2004 - 150,000
---- --------
- 165,450
Current portion of long-term debt - (3,850)
---- --------
Total long-term debt, net of current
maturities $ - $161,600
==== ========
16
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(5) DERIVATIVE INSTRUMENTS
The FASB issued, and subsequently amended, Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities"
(Statement No. 133), which was adopted by the Company January 1, 2001.
Provisions in Statement No. 133, as amended, affect the accounting and
disclosure of certain contractual arrangements and operations of the
Company. Under Statement No. 133, as amended, all derivative
instruments are recognized in the balance sheet at their fair values
and changes in fair value are recognized immediately in earnings,
unless the derivatives qualify and are designated as hedges of future
cash flows, fair values, net investments or qualify and are designated
as normal purchases and sales. For derivatives treated as hedges of
future cash flows, the effective portion of changes in fair value is
recorded in other comprehensive income until the related hedged items
impact earnings. Any ineffective portion of a hedge is reported in
earnings immediately. Derivatives treated as normal purchases or sales
are recorded and recognized in income using accrual accounting. The
market prices used to value these transactions reflected management's
best estimate considering various factors including closing exchange
and over-the-counter quotations, time value and volatility factors
underlying the commitments.
On January 1, 2001, Transwestern recorded the impact of the adoption of
Statement No. 133, as amended, as a cumulative effect adjustment of
$21.2 million loss in "Accumulated Other Comprehensive Income (Loss)"
(OCI), a component of stockholders' equity.
Transwestern enters into derivative instruments, such as forwards,
swaps and other contracts, in order to hedge certain non-trading risks,
including interest rate risk and commodity price risk. Transwestern
primarily uses cash flow hedges, for which the objective is to provide
protection against variability in cash flows due to commodity price
risk and interest rate risk. Transwestern accounts for such hedging
activity by initially deferring the gain or loss related to the fair
value changes in derivative instruments in OCI. The deferred change in
fair value is then reclassified into income concurrently with the
recognition in income of the cash flow item hedged. The balance in
other comprehensive income (loss) at December 31, 2001 is expected to
be reclassified to future earnings, contemporaneously with the
recognition in income of the cash flow item being hedged. The cash flow
impact of financial instruments is reflected as cash flows from
operating activities in the accompanying Statement of Cash Flows.
17
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(5) DERIVATIVE INSTRUMENTS (CONTINUED)
During the year ended December 31, 2001, there was no material
ineffectiveness from changes in fair value of hedge positions, and no
amounts were excluded from the assessment of hedge effectiveness
related to the hedge of future cash flows. Additionally, no amounts
were reclassified to earnings in connection with forecasted
transactions that were no longer considered probable of occurring.
During the year ended December 31, 2001, Transwestern was a party to
natural gas commodity price swaps that qualified as cash flow hedges.
The swaps covered a notional volume of 68 TBtu of natural gas. The
maximum amount of time over which cash flow exposure in forecasted
transactions is hedged is approximately two years. As a matter of
practice, derivative contracts are entered into with counterparties
with credit ratings equivalent to investment grade securities. However,
no cash flows are expected from these hedges for 2002 and 2003 because
Transwestern's counterparty on all of its hedges, also a subsidiary of
Enron, filed for bankruptcy protection in December 2001. Accordingly,
Transwestern terminated all its hedge instruments and has fully
reserved its claim as a result of nonperformance by the related party
on derivative instruments. See Note 11 for recent events concerning
related party credit rating changes of Enron. The remaining balance in
OCI will be reclassed into earnings contemporaneously with the
recognition in income of the item being hedged. Of this amount,
approximately $17.5 million of income is estimated to be reclassified
into earnings during the year ending December 31,2002.
Notional amounts reflect the volumes of transactions but do not
represent the amounts exchanged by the parties to the financial
instruments. Accordingly, notional amounts do not accurately measure
Transwestern's exposure to market or credit risks. The maximum terms in
years are not indicative of likely cash flows as these positions may be
offset in the markets at any time in response to Transwestern's price
risk management needs to the extent available in the market.
18
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(6) COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) includes the following components (in
thousands):
December 31,
-----------------------
2001 2000
---------- ----------
Net income (loss) $ (426,499) $ 69,666
Other comprehensive income (loss):
Derivative instruments:
Cumulative effect of accounting change (Note 5) (21,216) -
Deferred net gains on derivative instruments
associated with hedges of future cash flows 48,633 -
Recognition in earnings of previously deferred
(gains) and losses related to derivative
instruments used as cash flow hedges 4,671 -
---------- ----------
Total comprehensive income (loss) $ (394,411) $ 69,666
========== ==========
No deferred income tax provision for the OCI components above was
recorded because Transwestern anticipates the related derivative
instruments will not be realized (see Note 11).
(7) ACCOUNTS RECEIVABLE AND RELATED ACTIVITY
Transwestern has a concentration of customers in the electric and gas
utility industries. These concentrations of customers may impact
Transwestern's overall exposure to credit risk, either positively or
negatively, in that the customers may be similarly affected by changes
in economic or other conditions. However, management believes that the
portfolio of receivables, which is primarily local distribution
companies (LDC), is well diversified and that such diversification
minimizes any potential credit risk.
The following customers accounted for 10% or more of Transwestern's
transportation revenues for the year ended December 31, 2001: Southern
California Gas Company (SoCalGas), 32%; and Pacific Gas and Electric
Company (PG&E), 10%. SoCalGas has exercised its contractual right to
release a total of 457 million British thermal units per day (MMBtu/d)
of firm capacity as of November 1, 1996, while retaining 306 MMBtu/d of
firm capacity through October 31, 2005. The agreement regarding cost
allocation for this capacity is discussed in Note 10.
19
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(7) ACCOUNTS RECEIVABLE AND RELATED ACTIVITY (CONTINUED)
During 2000 and 2001, the California power market was significantly
impacted by the increase in wholesale power prices. On April 6, 2001,
PG&E filed for bankruptcy protection under Chapter 11 of the U.S.
Bankruptcy Code. This event had no material impact on the financial
position or results of operations of Transwestern for the year ended
December 31, 2001. Transwestern continues to provide transportation
services to PG&E on a basis that addresses credit risk. Due to the
uncertainties surrounding the California power situation, management
cannot predict the ultimate outcome, but believes these matters will
not have a material adverse impact on Transwestern's financial position
or results of operations (see Note 10).
(8) EMPLOYEE BENEFIT PLANS
The employees of the Company are covered under Enron's employee benefit
plans. During the years ended December 31, 2001 and 2000, Transwestern
was charged $4.4 million and $4.3 million, respectively, for all such
benefits.
Enron maintains a retirement plan which is a noncontributory defined
benefit plan covering substantially all employees in the United States
and certain employees in foreign countries. The benefit accrual is in
the form of a cash balance of 5% of annual base pay. The cost of the
plan charged by Enron to Transwestern was not significant for 2001 and
2000.
Transwestern's net periodic post-retirement benefit cost charged by
Enron was $.5 million and $.3 million in 2001 and 2000, respectively.
(9) RATE MATTERS AND REGULATORY ISSUES
Rate matters and regulatory issues are regulated by the FERC. As a
result, these operations are subject to the provisions of SFAS No. 71,
"Accounting for the Effects of Certain Types of Regulation," which
recognizes the economic effects of regulation and, accordingly,
Transwestern has recorded regulatory assets and liabilities related to
such operations. Transwestern evaluates the applicability of regulatory
accounting and the recoverability of these assets and liabilities
through rates or other contractual mechanisms on an ongoing basis.
20
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(9) RATE MATTERS AND REGULATORY ISSUES (CONTINUED)
The principal components of Transwestern's regulatory assets at
December 31, 2001 and 2000 are as follows (in thousands):
2001 2000
---------- ----------
Current regulatory assets
Deferred contract reformation costs $ 1,290 $ 1,668
Deferred loss on receivables 867 889
Annual cost adjustment 981 872
Litigation costs 760 760
Other 2,746 2,364
---------- ----------
$ 6,644 $ 6,553
========== ==========
Non current regulatory assets
Accumulated reserve adjustment $ 45,602 $ 46,203
Deferred contract reformation costs 5,244 6,913
Deferred tax associated with
AFUDC gross-up 7,325 7,062
Deferred loss on receivables 3,322 4,167
Litigation costs 2,915 3,674
Other 9,374 11,034
---------- ----------
$ 73,782 $ 79,053
========== ==========
At December 31, 2001, substantially all of Transwestern's regulatory
assets and liabilities are recoverable in rates.
The accumulated reserve adjustment included in the table above resulted
from the May 2, 1995 settlement agreement (May 2, 1995 Settlement)
further described below. The settlement approved Transwestern's
proposal to refunctionalize certain facilities from production and
gathering to transmission, and from transmission to production and
gathering. As directed by the FERC Order issued upon approval of the
settlement, Transwestern established a regulatory asset for an
accumulated reserve adjustment of $50.1 million which represents the
difference between recorded amounts of accumulated depreciation
(determined on a vintage basis) and approved amounts of accumulated
depreciation based on remaining reserves related to the gathering
facilities. The accumulated reserve adjustment is being amortized at a
1.2% annual rate.
21
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(9) RATE MATTERS AND REGULATORY ISSUES (CONTINUED)
Transwestern is involved in several rate matters and regulatory issues,
the significant items of which are discussed below.
Since 1988, Transwestern has filed approximately $278.7 million in
transition costs (deferred contract reformation costs) with the FERC
under FERC Order Nos. 500 and 528 providing for recovery from customers
of approximately $215.5 million. Of total transition costs incurred,
$6.5 million remains to be collected as of December 31, 2001 over the
period ending October 31, 2006.
Anticipating a turnback by SoCalGas of approximately 457 MMBtu/d of
firm capacity on November 1, 1996, Transwestern entered into the May 2,
1995 Settlement with its customers whereby the costs associated with
the turnback capacity will be shared by Transwestern and its current
firm customers. This cost sharing mechanism ended October 31, 2001.
Transwestern is at risk for 100% of its unsubscribed capacity. In
addition to this cost sharing mechanism, Transwestern and its current
firm customers also agreed to contract settlement rates through 2006,
and agreed that Transwestern would not be required to file a new rate
case to become effective prior to November 1, 2006. The settlement was
approved on July 27, 1995.
On May 21, 1996, Transwestern entered into a settlement (May 21,1996
Settlement) with its customers amending the May 2, 1995 Settlement and
resolving numerous regulatory issues on Transwestern's system. The May
21, 1996 Settlement resolved all issues involving recovery of
unrecovered purchased gas costs and all costs included in
Transwestern's alternate recovery mechanism (PGAR costs) filed in
Docket No. RP94-227-000. In that regard, the settlement provided that:
(i) Transwestern's collection of PGAR costs through the surcharge
mechanism would total $5,368,940, reflecting fifty percent (50%) of the
principal and interest as filed in Docket No. RP94-227-000; and (ii)
all pending pleadings including all court appeals would be withdrawn.
On October 16, 1996 the FERC approved the May 21, 1996 Settlement.
On July 16, 2001, Transwestern was authorized to abandon and replace
certain compressor facilities located at four compressor stations in
Arizona (Red Rock Expansion). The four new compressor units will create
150,000 Mcf per day of incremental firm capacity on the western portion
of Transwestern's system, which terminates at the Arizona/California
border. Transwestern estimated the cost to abandon the existing units
to be approximately $.4 million, and the cost to install the new units
to be approximately $92.9 million. Transwestern expects to utilize
funds from operations to finance this expansion. Pursuant to an open
season held by Transwestern late in 2000, a total of 106.7 Mcf per day
has currently been subscribed under firm contracts. Because the total
incremental capacity has not yet been fully subscribed, Transwestern
has elected
22
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(9) RATE MATTERS AND REGULATORY ISSUES (CONTINUED)
to delay the installation of one of the new units until 2003.
Construction activities have commenced at the remaining three stations,
which will provide incremental capacity of 120,000 Mcf per day. Project
completion is expected in the summer of 2002 for these three units.
Transwestern believes, based on its experience to-date that the
ultimate resolution of Transwestern's regulatory matters will not have
a material adverse effect on its financial position or results of
operations.
(10) LITIGATION AND OTHER CONTINGENCIES
Transwestern is party to various claims, litigation and other
contingent issues, the significant items of which are discussed below.
Grynberg v. Enron, et al. (97D-1421 Dist. Colo.). The plaintiff has
filed actions against a number of Enron companies, including
Transwestern, in the U.S. District Court for the District of Colorado,
for damages for mis-measurement of gas volumes and Btu content,
resulting in lower royalties to mineral interest owners. Transwestern
believes that its measurement practices conformed to the terms of its
FERC Gas Tariff, which is filed with and approved by FERC. As a result,
Transwestern believes that it has meritorious defenses (including
FERC-related affirmative defenses, such as the filed rate/tariff
doctrine, the primary/exclusive jurisdiction of FERC, and the defense
that Transwestern complied with the terms of its tariff) to the
complaint and is defending the suit vigorously.
Quinque Operating Company (Ditto) v. PG&E, et al., Cause No. 99CV30;
Dist. Ct. Stevens Co., Kansas. The plaintiff has filed actions against
a number of parties, including Transwestern, in a Kansas state district
court for damages for mis-measurement of gas volumes and Btu content,
resulting in lower royalties. Transwestern believes that its
measurement practices conformed to the terms of its FERC Gas Tariff,
which is filed with and approved by FERC. As a result, Transwestern
believes that it has meritorious defenses (including FERC-related
affirmative defenses, such as the filed rate/tariff doctrine, the
primary/exclusive jurisdiction of FERC, and the defense that
Transwestern complied with the terms of its tariff) to the complaint
and is defending the suit vigorously.
23
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(10) LITIGATION AND OTHER CONTINGENCIES (CONTINUED)
FERC Docket Nos. RP97-288-009, -010, -011, and 012. For the month of
February 2001, Transwestern filed negotiated rate transactions in the
above-referenced proceedings with Sempra Energy Trading and Richardson
Products Company containing index based rates. On March 2, 2001, the
Commission issued an order accepting Transwestern's negotiated rates
transactions in the above-referenced proceedings, subject to refund and
subject to a further Commission order on the merits. On July 26, 2001,
the Commission issued an order setting these proceedings for an
expedited hearing. The hearing was held on August 29, 2001, and this
matter is currently pending before the Commission. Transwestern
estimates that its aggregate exposure for rate refunds in these
proceedings is approximately $10 million.
Transwestern is subject to extensive federal, state and local
environmental laws and regulations. These laws and regulations require
expenditures in connection with the construction of new facilities, the
operation of existing facilities and for remediation at various
operating sites. The implementation of the Clean Air Act Amendments is
expected to result in increased operating expenses. These increased
operating expenses are not expected to have a material impact on
Transwestern's financial position or results of operations.
Transwestern conducts soil and groundwater remediation at a number of
its facilities. In 2001 and 2000 these expenses were not material.
Transwestern does not expect to incur material expenditures in
connection with soil and groundwater remediation.
Transwestern incurred, and continues to incur, certain costs related to
polychlorinated biphenyls (PCBs) that migrated into one of its
customer's facilities. These PCBs were originally introduced into the
Transwestern system through use of a PCB-based lubricant in the late
1960's and 1970's. Because of the continued detection of PCBs in the
customer's facilities downstream of Transwestern's Topock station,
Transwestern continues to take measures to contain and remove the PCBs.
The cost of these remedial activities were not material in 2001 and not
estimated to be material in 2002.
As discussed in Note 7, in 2000 and 2001 the California power market
was significantly impacted by the increase in wholesale prices. On
April 6, 2001, PG&E filed for bankruptcy protection under Chapter 11 of
the U. S. Bankruptcy Code. (PG&E has historically been a significant
customer of Transwestern.) This event had no material impact on the
financial position or results of operations of Transwestern for the
year ended December 31, 2001. Transwestern continues to provide
transportation services to PG&E on a basis that addresses credit risk.
Management cannot predict the final outcome of this situation or the
uncertainties surrounding the California power situation.
24
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(10) LITIGATION AND OTHER CONTINGENCIES (CONTINUED)
However, as a result of the basis on which Transwestern is providing
transportation services to PG&E and the significant demand for capacity
on Transwestern's pipeline system to the California border, management
continues to believe these matters will not have a material adverse
impact on Transwestern's financial position or results of operations.
While it is not possible to predict with certainty the final outcome of
the aforementioned litigation and other contingencies, management
believes that the ultimate resolution of these matters will not have a
material adverse effect on Transwestern's financial position or results
of operations.
(11) RELATED PARTY TRANSACTIONS
Transwestern recorded sales, transportation and other revenue from
affiliates approximating $7.2 million and $7.8 million in 2001 and
2000, respectively.
During 2001, Transwestern was a party to natural gas commodity price
swaps with an affiliate covering a notional volume of 68.0 TBtu with a
maximum term of two years. The estimated fair value and carrying value
of $32.2 million as of December 14, 2001 was used in computing the
liquidated value of the contract. In December 2001, as a result of
Enron's bankruptcy (see further discussion below), Transwestern closed
out all outstanding financial instruments with its affiliate and issued
a demand letter totaling $33.6 million. This amount was fully reserved
as of December 31, 2001.
Until December 2, 2001, Transwestern was included in Enron's cash
management program. Based on Transwestern's cash availability or
requirements, advances were made either to or from Enron. The net
result of all of Transwestern's cash flows, including reimbursements to
Enron for income tax liabilities, employee benefit plans and various
administrative expenses described below, was reflected as "Note
receivable from parent company" (Note Receivable) on the accompanying
Balance Sheets. Transwestern received (or paid) interest on its note
receivable with Enron, which for 2000 was 6% on the note balance at
December 31, 1997 and 9.5% on the note balance accumulated after 1997.
Beginning January 1, 2001, the interest rate was calculated on a daily
basis at a rate per annum equal to the daily corresponding Fed Funds
Rate, less .05%, as published in the Federal Reserve Statistical
Release H.15, which ranged from 1.14% to 6.62% for the year ended
December 31, 2001. These rates were determined solely by Enron
management. Interest income of $20.2 and $21.7 was recorded in 2001 and
2000, respectively. No interest expense was recorded in 2001 or 2000.
25
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(11) RELATED PARTY TRANSACTIONS (CONTINUED)
On December 2, 2001, Enron and certain of its subsidiaries filed
voluntary petitions under Chapter 11 of the Bankruptcy Code. As a
result, the $785 million note receivable was reserved due to the
uncertainty regarding Enron's ability to repay.
Transwestern incurred administrative expenses from Enron and affiliated
service companies of approximately $10.8 million and $13.0 million in
2001 and 2000, respectively. These costs are based on usage, or where
no direct method is reasonable, Transwestern's components of gross
property, plant and equipment, gross margin and annualized payroll as a
percentage of all Enron companies.
Non-Cash Transaction with Enron
In June 2001, Transwestern exercised its option to prepay its $150
million promissory note to Enron due March 31, 2004. The payment of the
note was accomplished by netting the $150 million balance against the
note receivable from Enron.
26
2002 vs. 2001
TRANSWESTERN PIPELINE COMPANY -- RESULTS OF OPERATIONS
The following discussion and analysis of the financial condition and
results of operations of Transwestern are based on the Financial Statements of
Transwestern, which were prepared in accordance with accounting principles
generally accepted in the United States of America, and should be read in
conjunction with the Financial Statements included herein. The discussion of the
results of operations contained herein was not prepared in connection with the
original audit of Transwestern, and has not been reviewed by outside auditors.
YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001
INCOME STATEMENT
Net income increased by $447.2 million, from a $426.5 million loss in
2001 to $20.7 million of net income in 2002. The loss in 2001 primarily reflects
the establishment of reserves of $820.2 million (for a $500.4 million impact on
2001 net income after tax effect) for receivables due from ENE and its
Affiliates as a result of ENE's and certain of its Affiliates' bankruptcies in
December 2001.
Transwestern's operating revenues increased $14.0 million from $203.6
million in 2001 to $217.6 million in 2002. Transportation revenues increased
$21.2 million, from $165.9 million in 2001 to $187.1 million in 2002, due partly
to higher revenues from Transwestern's Red Rock Expansion Project partially
offset by a decline in interruptible revenues in 2002 due to lower total demand
in California and to a shift of throughput to firm transportation agreements.
Demand in California was lower in 2002 compared to 2001 due partially to that
state's unusually high natural gas demand in 2001 as a result of low
hydroelectric generation and unusually warm temperatures requiring higher
electric generation. Additionally, surcharges decreased in 2002 primarily due to
the termination of the shared cost surcharge provision of Transwestern's Global
Tariff Settlement in 2001. Finally, Transwestern made a hedge accounting
adjustment in 2002, increasing transportation revenues by $32.1 million (see
below). Gas and Liquids Sold revenues declined $7.2 million, from $37.3 million
in 2001 to $30.1 million in 2002 due to lower volumes of retained fuel available
for sale as a result of lower deliveries to California and lower gas prices.
During 2001, Transwestern entered into financial swaps to hedge the
value of certain negotiated transportation agreements that had a transportation
rate dependent on the difference between the market price of gas at the delivery
and receipt points. On December 2, 2001, ENA, the parent of RMTC, Transwestern's
hedge counterparty, filed for bankruptcy. Prior to the ENA bankruptcy, the value
of the financial swap contracts was $32.1 million. On December 31, 2001,
unrealized gains of $32.1 million on the financial swaps were recorded in Other
Comprehensive Income ("OCI"), a balance sheet equity account, and $32.1 million
of losses were recorded in Operating Expenses due to the default under the swap
contracts. During 2002, the underlying transactions that had
I-11
been hedged with the financial swaps were terminated. The entire $32.1 million
in OCI was reclassified to revenues in 2002.
Operating and Maintenance Expenses decreased $17.2 million, from $80.4
million in 2001 to $63.2 million in 2002. This decrease is primarily due to a
bad debt expense recorded in 2001, which included the default under the
financial swaps discussed above. This decrease was partially offset by the
following items: establishment of reserves in 2002 to cover future costs for
soil and groundwater remediation; PCB remediation, pipeline integrity, and
insurance cost increases in 2002; and an increase in fuel used in operations
primarily as a result of the Red Rock Expansion Project.
Depreciation and Amortization Expenses were $19.9 million in 2001
compared to $15.4 million in 2002. The primary reason for the decrease is that
amortization expense was reduced due to Transwestern's adoption of SFAS 142
"Goodwill and Other Intangible Assets," which discontinues the amortization of
goodwill and requires periodic valuation tests of recorded goodwill.
Other income increased by $765.6 million from a $763.7 million loss in
2001 to $1.9 million in 2002. On December 2, 2001, ENE filed for bankruptcy
protection, defaulting on $784.7 million of accounts receivable and promissory
notes. The full amount was reserved by Transwestern due to uncertainty over
ENE's ability to repay the receivables and the notes. Interest income decreased
primarily due to reduced intercompany interest income as a result of ENE's
default.
Interest expense increased $31.6 million from $21.5 million in 2001 to
$53.1 million in 2002, due to borrowing costs of the $550.0 million revolving
credit facility entered into during November 2001.
Income taxes decreased by $322.3 million, from an expense of $51.4
million in 2001 to a benefit of $270.9 million in 2002, primarily as a result of
the establishment of a reserve in 2001 due to the uncertainty regarding the
ability of ENE and RMTC to repay its notes and pay its payables as discussed
above.
CASH FLOWS
Cash Flow increased by $23.8 million, from $8.1 million in 2001 to $31.9
million in 2002.
Net Cash Provided by Operating Activities increased by $781.2 million,
from a use of cash of $673.8 million in 2001 to cash provided of $107.4 million
in 2002. These figures were significantly affected by transactions that were not
related to Transwestern's operations in both years. During 2001, Transwestern
had a total of $820.2 million in short-term notes and receivables defaulted on
and reserved against due to ENE's and its Affiliates' bankruptcies. Excluding
the establishment of these reserves, Transwestern's 2001 cash provided from
operating activities would have been approximately $146.4 million, for a
decrease of $39.0 million in 2002 over 2001, with most of the decrease
attributable to lost interest income on the defaulted intercompany note with
ENE.
I-12
Net Cash Flow Used in Investing Activities increased $3.0 million from
$55.6 million in 2001 to $58.6 million in 2002. Capital expenditures to complete
the Red Rock Expansion Project were the primary expenditure during these
periods.
Cash Flows from Financing Activities decreased $754.4 million from a
source of cash of $737.4 million in 2001 to a use of cash of $17.0 million in
2002. In 2001 Transwestern entered into the $550.0 million revolving credit
facility. Of that amount, Transwestern assumed an ENE obligation of $137.5
million and paid fees of $25.1 million, resulting in net proceeds of $387.4
million, which was loaned to ENE. Also in 2001, $365.5 million was reclassified
from intercompany receivables in working capital to a note receivable from ENE
in financing activities. $15.5 million of existing debt was retired in 2001.
Therefore, without considering the above loans to ENE, Transwestern used $82.7
million of cash in financing-related activities in 2001.
At the end of 2002, Transwestern had $39.9 million of cash compared to
$8.1 million at the end of 2001.
I-13
TRANSWESTERN PIPELINE COMPANY
Financial Statements
Years ended December 31, 2002 and 2001
with Report of independent Auditors
TRANSWESTERN PIPELINE COMPANY
Financial Statements
Years ended December 31, 2002 and 2001
Contents
Report of Independent Auditors................................................................. 2
Audited Financial Statements
Balance Sheets - Assets........................................................................ 4
Balance Sheets - Liabilities and Stockholders' Equity.......................................... 5
Statements of Operations....................................................................... 6
Statements of Stockholders' Equity............................................................. 7
Statements of Cash Flows....................................................................... 8
Notes to Financial Statements.................................................................. 9-25
1
(ERNST & YOUNG LETTERHEAD)
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
Transwestern Pipeline Company
We have audited the accompanying balance sheets of Transwestern Pipeline Company
(Transwestern) as of December 31, 2002 and 2001, and the related statements of
operations, stockholders' equity and cash flows for the years then ended. These
financial statements are the responsibility of Transwestern's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above presents fairly, in
all material respects, the financial position of Transwestern Pipeline Company
at December 31, 2002 and 2001, and the results of its operations and its cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States.
As more fully described in Note 1, Transwestern is a wholly-owned subsidiary of
Enron Corp. Enron Corp., along with certain other subsidiaries and affiliates,
filed for protection under Chapter 11 of the U.S. Bankruptcy Code in December
2001. Transwestern was not a part of these bankruptcy proceedings and has
continued its operations in the normal course of business since the bankruptcy
filing. Management believes that Transwestern will not be placed in bankruptcy;
that no actions on the part of its federal regulators, the bankruptcy court or
its creditors will cause Transwestern to significantly alter its operations or
prevent it from operating as it does now for the "public convenience and
necessity;" or, that will have significant effect on its financial position,
results of operations or cash flows, or that will prevent it from meeting all of
its obligations as they become due. In addition, as more fully described in Note
3, in November 2002, Transwestern amended its $550 million 364-day revolving
credit facility to extend the term of this facility to November 2003. Although
Transwestern is not in violation of any debt covenants, has generated sufficient
cash flows from operations to service the debt, and management believes
Transwestern has sufficient collateral and borrowing capacity to renew or
refinance
(A Member Practice of Ernst & Young Global)
this debt on a timely basis, management has not yet sought or received a
commitment from any lender. Because of the uncertainties surrounding the Enron
Corp. bankruptcy proceedings and what effect, if any, they might ultimately have
on Transwestern, and because Transwestern does not yet have a firm commitment
from a lender to ensure that it is able to refinance the debt when it becomes
due during 2003, there exists substantial doubt about whether Transwestern can
obtain such financing and, thus, whether it will continue as a going concern.
The accompanying financial statements have been prepared assuming that
Transwestern will continue as a going concern and, therefore, do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets.
As discussed in Note 1 to the financial statements, in 2002 Transwestern changed
its method for accounting for goodwill; and, as discussed in Note 4 to the
financial statements, in 2001 Transwestern changed its method for accounting for
derivative instruments.
ERNST & YOUNG LLP
April 29, 2003
TRANSWESTERN PIPELINE COMPANY
BALANCE SHEETS
(IN THOUSANDS)
DECEMBER 31, DECEMBER 31,
2002 2001
------------ ------------
ASSETS
CURRENT ASSETS
Cash $ 39,926 $ 8,061
Accounts receivable-
Customers 18,298 15,991
Associated companies 34,174 819,847
Allowance for doubtful accounts (34,261) (819,847)
Transportation and exchange gas receivable 2,727 6,501
Regulatory assets 6,726 6,644
Other 11,138 28,470
------------ ------------
Total Current Assets 78,728 65,667
------------ ------------
PROPERTY, PLANT AND EQUIPMENT, AT COST 1,025,271 966,370
Less - Accumulated depreciation and
amortization 356,554 341,530
------------ ------------
Property, Plant and Equipment, net 668,717 624,840
------------ ------------
OTHER ASSETS
Goodwill 191,215 191,215
Receivable from parent 71,410 -
Deferred income taxes 60,883 184,019
Regulatory assets 67,956 73,782
Other 3,912 5,615
------------ ------------
Total Other Assets 395,376 454,631
------------ ------------
TOTAL ASSETS $ 1,142,821 $ 1,145,138
============ ============
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
4
TRANSWESTERN PIPELINE COMPANY
BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
DECEMBER 31, DECEMBER 31,
2002 2001
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable -
Trade and other $ 3,993 $ 1,932
Associated companies 11,104 11,001
Transportation and exchange gas payable 8,167 5,579
Notes payable 545,000 550,000
Deferred income taxes 2,318 2,121
Accrued taxes 6,120 6,282
Accrued interest 1,313 2,952
Deferred revenue 3,409 1,825
Reserve for regulatory and other contingencies 20,789 12,489
Other 1,441 165
------------ ------------
Total Current Liabilities 603,654 594,346
------------ ------------
DEFERRED CREDITS AND OTHER LIABILITIES
Other 2,093 2,376
------------ ------------
Total Deferred Credits and Other Liabilities 2,093 2,376
------------ ------------
STOCKHOLDERS' EQUITY
Common stock (1,000 shares authorized and outstanding) 1 1
Additional paid-in capital 409,191 409,191
Accumulated other comprehensive income - 32,088
Retained earnings 127,882 107,136
------------ ------------
Total Stockholders' Equity 537,074 548,416
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,142,821 $ 1,145,138
============ ============
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
5
TRANSWESTERN PIPELINE COMPANY
STATEMENTS OF OPERATIONS
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
-----------------------
2002 2001
---------- ----------
REVENUES
Transportation $ 187,145 $ 165,878
Gas and liquids sold 30,123 37,334
Other gas revenues 310 416
---------- ----------
Total Revenues 217,578 203,628
---------- ----------
COST AND EXPENSES
Operating & maintenance expenses 63,206 80,389
Amortization of regulatory assets 4,633 4,632
Depreciation and amortization 15,417 19,889
Taxes, other than income taxes 10,998 10,924
---------- ----------
Total Cost and Expenses 94,254 115,834
---------- ----------
OPERATING INCOME 123,324 87,794
OTHER INCOME
Interest income 350 20,175
Other, net 1,555 (783,867)
---------- ----------
INCOME (LOSS) BEFORE INTEREST AND INCOME TAXES 125,229 (675,898)
Interest expense and related charges, net 53,130 21,479
Income taxes 51,353 (270,878)
---------- ----------
NET INCOME (LOSS) $ 20,746 $ (426,499)
========== ==========
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
6
TRANSWESTERN PIPELINE COMPANY
STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
-----------------------
2002 2001
---------- ----------
Common Stock
Balance, beginning and end of year $ 1 $ 1
Additional Paid-in Capital
Balance, beginning and end of year 409,191 409,191
Accumulated Other Comprehensive Income (Loss):
Balance, beginning of year 32,088 -
Cumulative effect of accounting changes - (21,216)
Deferred net gains on derivative instruments associated
with hedges of future cash flows - 48,633
Recognition in earnings of previously deferred (gains)
and losses related to derivative instruments used as
cash flow hedges (32,088) 4,671
---------- ----------
Balance, end of year - 32,088
Retained Earnings
Balance, beginning of year 107,136 533,635
Net income (loss) 20,746 (426,499)
---------- ----------
Balance, end of year 127,882 107,136
---------- ----------
Total Stockholders' Equity $ 537,074 $ 548,416
========== ==========
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
7
TRANSWESTERN PIPELINE COMPANY
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(DRAFT)
YEAR ENDED DECEMBER 31,
-----------------------
2002 2001
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES
Net income (loss) $ 20,746 $ (426,499)
Depreciation and amortization 15,417 19,889
Deferred regulatory assets 5,826 5,271
Regulatory, litigation and other non-cash adjustments, net - 819,847
Other current assets / liabilities, non-cash adjustments 27,523 -
(Gain) or loss on sale of property - (88)
Deferred income taxes 123,333 (319,776)
Note receivable from parent company (71,410) -
Net assets from price risk management activities (32,088) 32,089
Changes in components of working capital
Receivables 1,554 (820,186)
Payables 4,752 (1,773)
Deferred revenue 1,584 1,825
Regulatory and other contingency adjustments 9,576 19,624
Other current assets / liabilities 8 347
Other, net 571 (4,384)
---------- ----------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 107,392 (673,814)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property - 18
Additions to property, plant and equipment (58,440) (55,468)
Other capital expenditures (87) (117)
---------- ----------
NET CASH USED IN INVESTING ACTIVITIES (58,527) (55,567)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Note receivable from parent company - 365,521
Issuance of short-term debt - 550,000
Repayment of short-term debt (5,000) -
Repayment of short-term debt assumed - (137,500)
Debt issuance costs on short term debt (12,000) (25,133)
Repayment of long-term debt - (15,450)
---------- ----------
NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES (17,000) 737,438
---------- ----------
INCREASE IN CASH 31,865 8,057
CASH, BEGINNING OF YEAR 8,061 4
---------- ----------
CASH, END OF YEAR $ 39,926 $ 8,061
========== ==========
ADDITIONAL CASH FLOW INFORMATION
2002 2001
---------- ----------
INTEREST AND INCOME TAX PAYMENTS WERE AS FOLLOWS:
Interest (net of amounts capitalized) $ 27,089 $ 10,353
Income taxes 67 48,107
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
8
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS
December 31, 2002 and 2001
1) NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Transwestern Pipeline Company (Transwestern) is a subsidiary of
Transwestern Holding Company, Inc. (TW Holdings) a wholly-owned
subsidiary of Enron Transportation Services Company (ETS), formerly
Enron Pipeline Company, which is a majority-owned subsidiary of Enron
Corp. (Enron). Transwestern owns and operates an interstate natural gas
pipeline system stretching from Texas, Oklahoma and the San Juan Basin
to the California border. Transwestern is a major natural gas
transporter to the California border and Mid-Continent markets, and
markets off the east end of its system to Texas intrastate and midwest
markets.
On December 2, 2001, Enron filed for bankruptcy protection under
Chapter 11 of the U.S. Bankruptcy Code, and since thai date has been
engaged in restructuring its business and financial operations and in
preparing a plan of reorganization. It is not known when, or if, such
plan will receive approval of the Bankruptcy Court or what effect the
plan might have on Transwestern. Enron has also solicited bids for the
sale of its 100% interest in Transwestern, although the board of
directors of Enron and the committee of unsecured creditors in Enron's
Chapter 11 proceeding have determined not to accept any of the bids at
this time (see Note 11). As part of Transwestern's November 2001 debt
offering (see Note 3), TW Holdings was created as an entity to hold the
stock of Transwestern, separate from Enron. Some of the common stock of
TW Holdings is held in a voting trust that was created to protect the
lenders by preventing Enron from forcing Transwestern to file for
bankruptcy protection.
In October 2002, Transwestern filed a Standard Proof of Claim with the
United States Bankruptcy Court in the Southern District of New York
against Enron and other associated bankrupt companies for $785.5
million.
On November 8, 2002, Transwestern amended its $550 million 364-day,
secured, revolving credit facility (the "Credit Agreement") to extend
the term of this facility and to convert the revolving credit facility
to an amortizing term facility with two financial institutions (the
"Banks"), as further described in Note 3. Transwestern's management
plans to extend or refinance the Credit Agreement at or before its
scheduled maturity in November 2003. This plan is supported by
Transwestern's ability to service its debt with cash flows from current
operations.
If the Credit Agreement is not extended or refinanced, the Banks have
the right to assume ownership of Transwestern by foreclosing on the
common stock that was pledged to them to secure the repayment of the
Credit Agreement. Although substantially all of the pipeline assets are
pledged for the repayment of the Credit Agreement, the Banks would not
be able to foreclose on the physical facilities in order to liquidate
the assets without first obtaining authority to do so from the Federal
Energy Regulatory Commission (FERC). The FERC is highly unlikely to
deem a wholesale liquidation of Transwestern's pipeline system to be in
the "public convenience and necessity." Transwestern's outside counsel
has advised that there is no precedent for the U.S. Bankruptcy Court to
circumvent the FERC's authority over disposition of jurisdictional
facilities by interstate natural gas pipelines.
9
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(1) NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Other potential impacts of the Enron bankruptcy proceedings have also
been considered by management, The Banks are also providing Enron's
debtor-in-possession financing and had initially determined to use a
portion of such financing to repay the Credit Agreement and include
Transwestern in the bankruptcy process, thereby improving their secured
lender status. That proposal was rejected by the committee of Enron's
unsecured creditors because Transwestern had more value to the
creditors as a viable, non-bankrupt business. The terms of the Credit
Agreement provide that Transwestern's cash accounts and transactions
are totally segregated from those of Enron and its debtor subsidiaries.
In addition, all dividends, distributions and loans to Enron and its
affiliates are strictly prohibited. This provides the Banks and
potential lenders with further assurance that Transwestern's cash flows
will be available for debt service. During the term of the Credit
Agreement Transwestern is prohibited from loaning funds or making
distributions to Enron, as well as being required to do business
separately from Enron in a manner that will not cause confusion as to
the separate and distinct identity and legal existence of Transwestern.
Transwestern, under the terms of the Credit Agreement, is not allowed
to refer to itself as a department or division of Enron as well.
Regulatory Accounting
Transwestern is subject to the jurisdiction of the FERC. Transwestern's
accounting policies generally conform to Statement of Financial
Accounting Standards (SFAS) No. 71, "Accounting for the Effects of
Certain Types of Regulation." Accordingly, certain assets and
liabilities that result from the regulated ratemaking process are
recorded that would not be recorded under accounting principles
generally accepted in the United States for nonregulated entities.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Cash and Cash Equivalents
Transwestern considers as cash equivalents all highly liquid short-term
investments with maturities of three months or less at the time of
purchase. These investments are accounted for at cost, which
approximates estimated fair value.
Revenue Recognition
Gas transportation and sales revenue are recognized when the services
are provided.
Property, Plant and Equipment
The provision for depreciation and amortization is computed using the
straight-line method based on estimated economic or FERC mandated
lives. Composite depreciation rates, ranging from 1.2% to 10.0%, are
applied to functional groups of property having similar economic
characteristics.
10
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(1) NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Transwestern charges the cost of repairs to operating and maintenance
expense. Costs of replacements and renewals of units of property are
capitalized. The original cost of property retired is charged to
accumulated depreciation and amortization, net of salvage and removal
costs. No retirement gain or loss is included in the results of
operations except in the case of sales or exceptional retirements of
operating units.
The accrual of allowance for funds used during construction (AFUDC) is
a utility accounting practice calculated under guidelines prescribed by
the FERC and capitalized as part of the cost of utility plant. It
represents the cost of servicing the capital invested in construction
work-in-progress. Such AFUDC has been segregated into two component
parts - borrowed and equity funds. The allowance for borrowed and
equity funds used during construction totaled $2.0 million and $.6
million for 2002 and 2001, respectively, and is included in "Other
Income" and "Interest expense and related charges, net", respectively,
in the Statements of Operations.
Goodwill
Transwestern adopted SFAS No. 142, "Goodwill and Other Intangible
Assets," effective January 1, 2002. Transwestern considers the amount
categorized by the FERC as an "acquisition adjustment" to be goodwill
as defined in SFAS No. 142 and ceased amortization of such amount upon
the adoption of SFAS No. 142. As a result of the adoption of SFAS No.
142, Transwestern has reclassified $294.2 million from property, plant
and equipment and $103.0 million from deferred income taxes to
goodwill. Transwestern performed a transition impairment test upon
adoption and recognized no adjustment to the intangible asset.
Transwestern has no other intangible assets subject to amortization as
provided in SFAS No. 142. In the prior year, Transwestern recognized
$6.0 million in amortization expense related to this asset.
System Gas
Transwestern accounts for system balancing gas using the fixed asset
accounting model established under FERC Order No. 581. Under this
approach, system gas volumes are classified as fixed assets and valued
at historical cost. Encroachments upon system gas are valued at current
market.
Income Taxes
Transwestern is included in the consolidated federal and state income
tax returns filed by Enron. Pursuant to a tax allocation arrangement,
Enron will pay to each subsidiary an amount equal to the tax benefits
realized in Enron's consolidated federal income tax return resulting
from the utilization of the subsidiary's net operating losses and / or
tax credits, or each subsidiary will pay to Enron an amount equal to
the federal income tax computed on its separate company taxable income
less the tax benefits associated with net operating losses and/or tax
credits generated by the subsidiary which are utilized in Enron's
consolidated federal income tax return (see Note 2). To the extent a
state requires or permits a consolidated, combined or unitary tax
return to be filed and such return includes any of Enron's
subsidiaries, the principles expressed with respect to the consolidated
federal income tax allocation apply for settlement of state taxes.
11
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(1) NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
Transwestern accounts for income taxes under the provisions of SFAS No.
109, "Accounting for Income Taxes," which provides for an asset and
liability approach to accounting for income taxes. Under this approach,
deferred tax assets and liabilities are recognized based on anticipated
future tax consequences attributable to differences between financial
statement carrying amounts of assets and liabilities and their
respective tax bases (see Note 2).
Computer Software
Transwestern's accounting policy for the costs of computer software
(all of which is for internal use only) is to capitalize direct costs
of materials and services consumed in developing or obtaining software,
including payroll and payroll-related costs for employees who are
directly associated with and who devote time to the software project.
Costs may begin to be capitalized once the application development
stage has begun. All other costs are expensed as incurred. Transwestern
amortizes the costs at a rate of 10% per year. Impairment is evaluated
based on changes in the expected usefulness of the software.
Transwestern has capitalized software costs, net of amortization, of
$4.9 million and $5.5 million at December 31, 2002 and 2001,
respectively.
Materials and Supplies
Materials and supplies are valued at actual cost. Materials transferred
from the warehouse are priced at average cost. Transwestern took a
charge of $2.8 million for obsolete compression inventory at December
31, 2002.
Environmental Expenditures
Expenditures that relate to an existing condition caused by past
operations, and do not contribute to current or future revenue
generation, are expensed. Environmental expenditures relating to
current or future revenues are expensed or capitalized as appropriate
based on the nature of the costs incurred. Liabilities are recorded
when environmental assessments and/or clean ups are probable and the
costs can be reasonably estimated.
Recently Issued Accounting Pronouncements
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations." SFAS No. 143, which must be applied to fiscal
years beginning after June 15, 2002, addresses financial accounting and
reporting for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. Management
does not expect that Transwestern's adoption of SFAS No. 143 will have
any material impact on its financial condition or results of
operations.
12
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(1) NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This statement will
require recognition of costs associated with exit or disposal
activities when they are incurred, rather than when a commitment is
made to an exit or disposal plan. Examples of costs covered by this
guidance include lease termination costs, employee severance costs
associated with a restructuring, discontinued operations, plant
closings or other exit or disposal activities. This statement is
effective for fiscal years beginning after December 31, 2002, and will
impact any exit or disposal activities initiated after January 1, 2003.
Reclassifications
Certain reclassifications have been made to the prior year's financial
statements to conform to the current year presentation.
(2) INCOME TAXES
The principal components of Transwestern's net deferred income taxes at
December 31, 2002 and 2001, respectively, are as follows (in
thousands):
December 31,
-------------------------
2002 2001
--------- ---------
Deferred income tax assets
Regulatory and other reserves $ 9,336 $ 8,519
Bad debt reserve 74,389 318,575
Net operating loss carryforward 169,429 -
Valuation allowance - net operating loss (23,296) -
--------- ---------
229,858 327,094
--------- ---------
Deferred income tax liabilities
Depreciation and amortization (146,126) (130,089)
Other (25,167) (15,107)
--------- ---------
(171,293) (145,196)
--------- ---------
Net deferred income tax assets $ 58,565 $ 181,898
========= =========
The net operating loss carryforward will expire December 31, 2022.
13
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(2) INCOME TAXES (CONTINUED)
Total income tax expense (benefit) is summarized as follows (in
thousands):
2002 2001
--------- ---------
Payable currently
Federal $ (53,725) $ 41,392
State (18,255) 7,506
--------- ---------
(71,980) 48,898
--------- ---------
Payment deferred
Federal 92,171 (271,011)
State 31,162 (48,765)
--------- ---------
123,333 (319,776)
--------- ---------
Total income tax expense/(benefit) $ 51,353 $(270,878)
========= =========
The differences between taxes computed at the U.S. Federal statutory
rate and Transwestern's effective rate are as follows (in thousands):
2002 2001
--------- ---------
Statutory federal income tax $ 25,235 $(244,082)
Net state income tax 2,800 (26,818)
Valuation allowance - net operating loss 23,296 -
Other 22 22
--------- ---------
Total income tax expense/(benefit) $ 51,353 $(270,878)
========= =========
(3) SHORT-TERM DEBT
On November 8, 2002, Transwestern entered into an amendment of its
November 19, 2001 $550.0 million revolving credit facility agreement.
The Credit Agreement is secured by all of the common stock of
Transwestern and, subject to certain exceptions, all other assets of
Transwestern. $412.5 million of the proceeds of the Credit Agreement
were loaned to Enron. In addition, Transwestern assumed an Enron
obligation to Citibank of $137.5 million, which was recorded as an
additional advance to Enron. This November 8, 2002 amendment and waiver
(the "Second Amendment"), described in more detail below, converted the
Credit Agreement from a revolving credit agreement to a term loan,
extended the maturity date to November 6, 2003, and reduced aggregate
commitments under the facility to $545.0 million. The interest rate in
effect under the Credit Agreement at December 31, 2002 was 5.42%. The
estimated fair value of Transwestern's short-term debt at December 31,
2002 was $545.0 million.
14
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(3) SHORT-TERM DEBT (CONTINUED)
As a condition precedent to the Credit Agreement, Enron completed a
corporate restructuring of Transwestern designed to further separate
Transwestern from Enron and its other affiliates, which has allowed
Transwestern to obtain an Issuer's Credit Rating from Standard & Poor's
based on its own creditworthiness. This restructuring involved
formation of a new stock holding company, TW Holdings, and a voting
trust, TPC Voting Trust (the "Trust"), with Wilmington Trust Co.
("Wilmington") as the voting trustee. ETS contributed all of the stock
of Transwestern to TW Holdings, in exchange for all of the stock of TW
Holdings. TW Holdings then contributed 20% of the stock of Transwestern
to the Trust in exchange for all of the beneficial interests of the
Trust. Both the shares of Transwestern and the beneficial interests of
the Trust were pledged to the lenders. Transwestern's Articles of
Incorporation were amended to require the unanimous approval of its
Board of Directors and stockholders to: a) merge or consolidate with
any entity; b) sell, lease or transfer all, or substantially all, of
its assets to any entity; c) acquire all, or substantially all, of the
assets or capital stock or other ownership interest of any other
entity; d) institute, or consent to, bankruptcy, insolvency or similar
proceedings or actions; e) make any assignment for the benefit of
others; f) issue any additional shares of common stock or any security
convertible into share of common stock; or, g) make any change to its
Articles of Incorporation. The Trust's Voting Trust Agreement names
Wilmington as the Voting Trustee, and empowers Wilmington to exercise
all voting rights and powers granted under the shares of Transwestern
contributed to the Trust. Wilmington is directed to disapprove or
otherwise reject any of the following actions, each of which require a
unanimous vote of approval of stockholders as described above: a) any
amendment or modification to Transwestern's articles of incorporation;
b) merger or consolidation with any other corporation or entity, or
sale, lease or other transfer of substantially all of Transwestern's
assets to another corporation or entity; c) any action by Transwestern
to dissolve, liquidate, seek a proceeding of bankruptcy or insolvency,
or admit in writing its inability to pay debts when due; or d) the
authorization of additional common shares, or securities convertible
into common shares, or any other action that would result in the Trust
holding less than 20% of the voting power of Transwestern. In addition,
Transwestern has ended its intercompany borrowing and cash management
program, and is restricted from making dividends or advancing any funds
to Enron or its affiliates.
Subsequent to Enron's bankruptcy filing on December 2, 2001,
Transwestern established reserves on 100% of all intercompany balances
due to it from Enron, thus significantly reducing its tangible net
worth. At December 31, 2001, Transwestern was in default of certain
debt covenants contained in the Credit Agreement as a result of such
developments. The most significant of those covenants required
Transwestern to maintain a tangible net worth of no less than $750.0
million. Transwestern obtained a waiver from the lenders for this event
of default. The First Amendment and Waiver to the Credit Agreement,
dated April 30, 2002, amended the amount of the tangible net worth test
to $400 million and waived the event of default, which occurred as a
result of the bankruptcy of Enron and revised certain other terms of
the Credit Agreement.
15
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(3) SHORT-TERM DEBT (CONTINUED)
The Second Amendment and Waiver to the Credit Agreement, dated November
8, 2002, converted the Credit Agreement to a term loan, extended the
maturity date to November 6, 2003, reduced the maximum aggregate
advances under the facility to $545.0 million, increased the margins
payable for base rate and LIBOR advances, automatically reduced the
aggregate commitments when voluntary early payments are made on the
loan facility, and incorporated new provisions for required
amortization of the facility. These provisions require a ratable
reduction of outstanding commitments based on: i) minimum quarterly
commitment reductions of $10.0 million, ii) quarterly commitment
reductions of 50% of excess cash flow, as defined in the amendment, and
iii) mandatory commitment reductions for any asset sale, equity
issuance, extraordinary receipts or capital markets debt refinancing.
The Second Amendment also waived various defaults due to delinquencies
for providing financial information and officer's certificates under
the Credit Agreement. As of December 31, 2002, the credit facility was
fully funded.
On December 31, 2002, Transwestern was in default under the Second
Amendment for failure to disclose a guaranty provided by Transwestern
to one of Enron's affiliates conducting business in Argentina. A waiver
of this event of default was obtained on March 3, 2003 (see Note 9 and
Note 11).
Standard & Poor's issued a BB Issuer's Credit Rating to Transwestern on
October 4, 2002, based upon Transwestern's own creditworthiness, and
Standard & Poor's judgment of the reliability and enforceability of the
corporate restructuring described above. Management believes this will
allow Transwestern to refinance amounts due under the Credit Agreement
when such amounts become due in November 2003, or to obtain new
financing that will enable Transwestern to repay the debt on a timely
basis. Management believes that Transwestern has sufficient collateral
and borrowing capacity to allow it to successfully complete such a
transaction, to remain current on its debt obligation and to continue
as a going concern.
(4) DERIVATIVE INSTRUMENTS
The FASB issued, and subsequently amended, SFAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities", which was adopted
by the Company on January 1, 2001. Provisions in SFAS No. 133, as
amended, affect the accounting and disclosure of certain contractual
arrangements and operations of the Company. Under SFAS No. 133, as
amended, all derivative instruments are recognized in the balance sheet
at their fair values and changes in fair value are recognized
immediately in earnings, unless the derivatives qualify and are
designated as hedges of future cash flows, fair values, net investments
or qualify and are designated as normal purchases and sales. For
derivatives treated as hedges of future cash flows, the effective
portion of changes in fair value is recorded in other comprehensive
income until the related hedged items impact earnings. Any ineffective
portion of a hedge is reported in earnings immediately. Derivatives
treated as normal purchases or sales are recorded and recognized in
income using accrual accounting. The market prices used to value these
transactions reflected management's best estimate considering various
factors including closing exchange and over-the-counter quotations,
time value and volatility factors underlying the commitments.
On January 1, 2001, Transwestern recorded the impact of the adoption of
SFAS No. 133, as amended, as a cumulative effect adjustment of $21.2
million loss in "Accumulated Other Comprehensive Income (Loss)" (OCI),
a component of stockholders' equity.
16
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(4) DERIVATIVE INSTRUMENTS (CONTINUED)
Transwestern enters into derivative instruments, such as forwards,
swaps and other contracts, in order to hedge certain non-trading risks,
including interest rate risk and commodity price risk. Transwestern
primarily uses cash flow hedges, for which the objective is to provide
protection against variability in cash flows due to commodity price
risk and interest rate risk. Transwestern accounts for such hedging
activity by initially deferring the gain or loss related to the fair
value changes in derivative instruments in OCI. The deferred change in
fair value is then reclassified into income concurrently with the
recognition in income of the cash flow item hedged.
During 2001, Transwestern entered into financial swap contracts with an
Enron affiliate to hedge the value of certain negotiated transportation
agreements which had a transportation rate dependent on the difference
between the market price of gas at the delivery and receipt points. On
December 31, 2001, the value of the financial swap contracts was $32.1
million. The unrealized gains recorded in OCI continued to amortize
over the life of the hedged items. During 2002, $32.1 million was
reclassified to revenues in connection with forecasted transactions
that were no longer considered probable of occurring due to a
regulatory proceeding that led to the termination of the negotiated
transportation agreements.
(5) COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) includes the following components (in
thousands):
December 31,
-------------------------
2002 2001
--------- ---------
Net income $ 20,746 $(426,499)
Other comprehensive income:
Derivative instruments:
Cumulative effect of accounting change - (21,216)
Net effective income on derivative instruments - 48,633
Reclassification in earnings of previously deferred
(gains) and losses on derivative instruments (32,088) 4,671
--------- ---------
Total comprehensive (loss) $ (11,342) $(394,411)
========= =========
Transwestern did not record a deferred income tax provision for the OCI
components above.
(6) ACCOUNTS RECEIVABLE AND RELATED ACTIVITY
Transwestern has a concentration of customers in the electric and gas
utility industries. This concentration of customers may impact
Transwestern's overall exposure to credit risk, either positively or
negatively, in that the customers may be similarly affected by changes
in economic or other conditions. However, management believes that the
portfolio of receivables, which are primarily obligations of local gas
distribution companies (LDC's), is a low risk due to regulatory
mandates regarding LDC's obligations to deliver gas to their customers,
minimizing potential credit risk.
17
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(6) ACCOUNTS RECEIVABLE AND RELATED ACTIVITY (CONTINUED)
The following customers accounted for a significant portion of
Transwestern's transportation revenues for the year ended December 31,
2002: Southern California Gas Company, 22%; Pacific Gas and Electric
Company, 7%, and BP Energy Co, 7%. SoCalGas exercised its contractual
right to release a total of 457 million British thermal units per day
(MMBtu/d) of firm capacity on November 1, 1996, while retaining 306
MMBtu/d of firm capacity through October 31, 2005. The agreement
regarding cost allocation for this capacity is discussed in Note 8.
During 2001, the California power market was significantly impacted by
the increase in wholesale power prices. On April 6, 2001, PG&E filed
for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code.
This event had no material impact on the financial position or results
of operations of Transwestern for the year ended December 31, 2002.
Transwestern continues to provide transportation services to PG&E on a
basis that addresses credit risk. Due to the uncertainties surrounding
the California power situation, management cannot predict the ultimate
outcome, but believes these matters will not have a material adverse
impact on Transwestern's financial position or results of operations
(see Note 9).
(7) EMPLOYEE BENEFIT PLANS
The employees of the Company participate in large part in the Enron
benefit plans. During the years ended December 31, 2002 and 2001,
Transwestern was charged $5.8 million and $4.4 million, respectively,
for all such benefits.
Enron maintains a pension plan which is a noncontributory defined
benefit plan covering certain Enron employees in the United States and
certain employees in foreign countries. The basic benefit accrual is in
the form of a cash balance of 5% of eligible annual base pay. The cost
of the plan charged by Enron to Transwestern was $.4 million in 2002
and not significant in 2001.
Enron has initiated steps to terminate the Enron Corp. Cash Balance
Plan. Effective January 1, 2003, Enron suspended future 5% compensation
accruals under the Cash Balance Plan. Each employee's accrued benefit
will continue to be credited with interest based on ten-year Treasury
Bond yields. The Cash Balance Plan is currently underfunded. If such
Plan were to terminate while underfunded, claims with respect to the
underfunded benefit liability could be asserted, jointly and severally,
against each member of the Enron controlled "group of corporations"
within the meaning of Section 414 of the Tax Code, and certain other
Enron affiliates. Further, Enron management has informed Transwestern
management that the Pension Benefit Guaranty Corporation (PBGC) has
filed claims in the Enron bankruptcy cases. The claims are duplicative
in nature, representing unliquidated claims for PBGC insurance premiums
(the "Premium Claims") and unliquidated claims for due but unpaid
minimum funding contributions (the "Contribution Claims") under the
Internal Revenue Code of 1986, as amended (the "Tax Code"), 29 U.S.C.
Sections 412(a) and 1082 and claims for unfunded benefit liabilities
(the "UBL Claims"). Enron and the relevant sponsors of the defined
benefit plans are current on their PBGC premiums and their
contributions to the pension plans; therefore, Enron has valued the
premium claims and the Contribution Claims at $-0-. The total amount of
the UBL Claims is $305.5 million (including $271.0 million for the
Enron Plan). In addition, Enron management has informed Transwestern
management that the PBGC has informally alleged in pleadings filed with
the bankruptcy court that the UBL Claim related to the Enron Plan could
increase by as much as 100%. PBGC has provided no support (statutory or
otherwise) for this assertion and Enron management disputes the
validity of any such claim.
18
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(7) EMPLOYEE BENEFIT PLANS (CONTINUED)
Transwestern's net periodic post-employment benefit cost charged by
Enron was $.5 million in both 2002 and 2001.
A retiree of Transwestern was covered under a deferred compensation
plan managed and funded by an Enron subsidiary, now in bankruptcy. The
present value of the total distribution remaining is $.7MM as of
December 31, 2002.
(8) RATE MATTERS AND REGULATORY ISSUES
Rate matters and regulatory issues are regulated by the FERC. As a
result, these operations are subject to the provisions of SFAS No. 71,
"Accounting for the Effects of Certain Types of Regulation," which
recognizes the economic effects of regulation and, accordingly,
Transwestern has recorded regulatory assets and liabilities related to
such operations. Transwestern evaluates the applicability of regulatory
accounting and the recoverability of these assets and liabilities
through rates or other contractual mechanisms on an ongoing basis.
The principal components of Transwestern's regulatory assets at
December 31, 2002 and 2001 are as follows (in thousands):
2002 2001
--------- ---------
Current regulatory assets
Deferred contract reformation costs $ 1,290 $ 1,290
Deferred loss on receivables 867 867
Annual cost adjustment 1,065 981
Litigation costs 760 760
Other 2,744 2,746
--------- ---------
$ 6,726 $ 6,644
========= =========
Non current regulatory assets
Accumulated reserve adjustment $ 45,002 $ 45,602
Deferred contract reformation costs 3,576 5,244
Deferred tax associated with
AFUDC gross-up 7,056 7,325
Deferred loss on receivables 2,456 3,322
Litigation costs 2,153 2,915
Other 7,713 9,374
--------- ---------
$ 67,956 $ 73,782
========= =========
At December 31, 2002, substantially all of Transwestern's regulatory
assets and liabilities are recoverable in rates.
19
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(8) RATE MATTERS AND REGULATORY ISSUES (CONTINUED)
The accumulated reserve adjustment included in the table above resulted
from a settlement agreement dated May 2, 1995 (May 2, 1995 Settlement)
further described below. The settlement approved Transwestern's
proposal to refunctionalize certain facilities from production and
gathering to transmission, and from transmission to production and
gathering. As directed by the FERC Order (Docket No. RP95-271-000)
issued upon approval of the settlement, Transwestern established a
regulatory asset for an accumulated reserve adjustment of $50.1
million, which represents the difference between recorded amounts of
accumulated depreciation (determined on a vintage basis) and approved
amounts of accumulated depreciation based on remaining reserves related
to the gathering facilities. The accumulated reserve adjustment is
being amortized at a 1.2 % annual rate. Concurrent with the
amortization, Transwestern records an entry to reduce depreciation
expense and reduce accumulated amortization. This is based on
management's interpretation of the settlement, which requires the
amount to be amortized but does not permit recovery through rates.
Management believes that these entries are appropriate based on the
intent of the settlement.
Transwestern is involved in several rate matters and regulatory issues,
the significant items of which are discussed below.
Since 1988, Transwestern has filed approximately $278.7 million in
transition costs (deferred contract reformation costs) with the FERC
under FERC Order Nos. 500 and 528, providing for recovery from
customers of approximately $215.5 million. Of total transition costs
incurred, $4.9 million remains to be collected as of December 31, 2002
over the period ending October 31, 2006.
Anticipating a turnback by SoCalGas of approximately 457 MMBtu/d of
firm capacity on November 1, 1996, Transwestern entered into the May 2,
1995 Settlement with its customers whereby the costs associated with
the turnback capacity will be shared by Transwestern and its current
firm customers. This cost sharing mechanism ended October 31, 2001. On
December 31, 2002, unsubscribed capacity relating to the SoCalGas
turnback was 88 MMBtu/d. in addition to this cost sharing mechanism,
Transwestern and its current firm customers also agreed to contract
settlement rates through 2006, and agreed that Transwestern would not
be required to file a new rate case to become effective prior to
November 1, 2006. The settlement was approved on July 27, 1995.
On May 21, 1996, Transwestern entered into a settlement (May 21,1996
Settlement) with its customers amending the May 2, 1995 Settlement and
resolving numerous regulatory issues on Transwestern's system. The May
21, 1996 Settlement resolved all issues involving recovery of
unrecovered purchased gas costs and all costs included in
Transwestern's alternate recovery mechanism (PGAR costs) filed in
Docket No. RP94-227-000. In that regard, the settlement provided that:
(i) Transwestern's collection of PGAR costs through the surcharge
mechanism would total $5,368,940, reflecting fifty percent (50%) of the
principal and interest as filed in Docket No. RP94-227-000, and (ii)
all pending pleadings including all court appeals would be withdrawn.
On October 16,1996 the FERC approved the May 21, 1996 Settlement.
In July 2002, the FERC issued a Notice of Inquiry (NOI) that seeks
comments regarding its 1996 policy of permitting pipelines to enter
into negotiated rate transactions. The FERC is now reviewing whether
negotiated rates should be capped, whether or not a pipeline's
"recourse rate" (a cost-of-service based rate) continues to safeguard
against a pipeline exercising market power, as well as other issues
related to negotiated rate programs. At this time, the Company cannot
predict the outcome of this NOI.
20
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(8) RATE MATTERS AND REGULATORY ISSUES (CONTINUED)
On August 1, 2002, the FERC issued a NOPR requiring that all cash
management or money pool arrangements between a FERC regulated
subsidiary and a non-FERC regulated parent must be in writing, and set
forth: the duties and responsibilities of cash management participants
and administrators; the methods of calculating interest and for
allocating interest income and expenses; and the restrictions on
deposits or borrowings by money pool members. The NOPR also requires
specified documentation for all deposits into, borrowings from,
interest income from, and interest expenses related to, these
arrangements. Finally, the NOPR proposed that as a condition of
participating in a cash management or money pool arrangement, the FERC
regulated entity maintain a minimum proprietary capital balance of 30
percent, and the FERC regulated entity and its parent maintain
investment grade credit ratings. The FERC held a public conference on
September 25, 2002 to discuss the issues raised in the comments.
Representatives of companies from the gas and electric industries
participated on a panel and uniformly agreed that the proposed
regulations should be revised substantially and that the proposed
capital balance and investment grade credit rating requirements would
be excessive. At this time, the Company cannot predict the outcome of
this NOPR.
Also on August 1, 2002, the FERC's Chief Accountant issued an
Accounting Release, to be effective immediately, providing guidance on
how companies should account for money pool arrangements and the types
of documentation that should be maintained for these arrangements.
However, the Accounting Release did not address the proposed
requirement that the FERC regulated entity maintain a minimum
proprietary capital balance of 30 percent and that the entity and its
parent have investment grade credit ratings. Requests for rehearing
were filed on August 30, 2002. The FERC has not yet acted on the
rehearing requests.
Transwestern believes, based on its experience to-date, that the
ultimate resolution of Transwestern's regulatory matters will not have
a material adverse effect on its financial position or results of
operations.
(9) LITIGATION AND OTHER CONTINGENCIES
Transwestern is party to various claims, litigation and other
contingent issues, the significant items of which are discussed below.
Grynberg v. Enron, et al. (97D-1421 Dist. Colo.). The plaintiff has
filed actions against a number of Enron companies, including
Transwestern, in the U.S. District Court for the District of Colorado,
for damages for mis-measurement of gas volumes and Btu content,
resulting in lower royalties to mineral interest owners. Transwestern
believes that its measurement practices conformed to the terms of its
FERC Gas Tariff, which is filed with and approved by FERC. As a result,
Transwestern believes that it has meritorious defenses (including
FERC-related affirmative defenses, such as the filed rate/tariff
doctrine, the primary/exclusive jurisdiction of FERC, and the defense
that Transwestern complied with the terms of its tariff) to the
complaint and is defending the suit vigorously.
21
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(9) LITIGATION AND OTHER CONTINGENCIES (CONTINUED)
Quinque Operating Company (Ditto) v. PG&E, et al., Cause No. 99CV30;
Dist. Ct. Stevens Co., Kansas. The plaintiff has filed actions against
a number of parties, including Transwestern, in a Kansas state district
court for damages for mis-measurement of gas volumes and Btu content,
resulting in lower royalties. Transwestern believes that its
measurement practices conformed to the terms of its FERC Gas Tariff,
which is filed with and approved by FERC. As a result, Transwestern
believes that it has meritorious defenses (including FERC-related
affirmative defenses, such as the filed rate/tariff doctrine, the
primary/exclusive jurisdiction of FERC, and the defense that
Transwestern complied with the terms of its tariff) to the complaint
and is defending the suit vigorously.
In February 2001, Transwestern filed negotiated rate transactions in
Docket Nos. RP97-288-009, -010, -011, and -012 with Sempra Energy
Trading ("Sempra") and Richardson Products Company ("Richardson")
containing index-based rates. On March 2, 2001, the FERC issued an
order accepting Transwestern's negotiated rate transactions in the
above-referenced proceedings, subject to refund and subject to a
further FERC order on the merits. A hearing was subsequently held on
August 29, 2001. Based on the testimony and other evidence presented at
the hearing, the presiding administrative law judge issued findings of
fact and law favorable to Transwestern. Subsequent to the filing of the
negotiated rate transactions in Docket Nos. RP97-288-009, -010, -011,
and -012, Transwestern filed additional negotiated rate transactions in
other dockets. The FERC also accepted those transactions, subject to
refund and subject to the outcome of the proceedings in Docket Nos.
RP97-288-009, -010, -011, and -012. On July 17, 2002, the FERC issued
an order that rejects the findings of the administrative law judge and
that requires Transwestern to refund the amounts by which the
negotiated rate transactions with Sempra and Richardson exceeded
Transwestern's applicable maximum tariff rates. In the order, the FERC
states that Transwestern violated their terms of its FERC Gas Tariff
and its website. Transwestern subsequently negotiated with its
customers a settlement of all pending negotiated rate proceedings with
the exception of the rate proceedings in connection with the Red Rock
Expansion Project. This settlement has been approved by FERC and
Transwestern made the refunds of $9.9 million (including interest of
$1.1 million), required by the settlement on march 14, 2003.
Transwestern's balance sheets reflect accruals of $10.0 million at
December 31, 2002 and 2001, for this issue.
On August 1, 2002. the Federal Energy Regulatory Commission issued an
Order to Respond ("August 1 Order") to Transwestern Pipeline Company.
The order required Transwestern, within 30 days of the date of the
order, to provide written responses stating why the FERC should not
find that: (a) Transwestern violated FERC's accounting regulations by
failing to maintain written cash management agreements with Enron; and
(b) the secured loan transactions entered into by Transwestern in
November 2001 were imprudently incurred and why the costs arising from
such transactions should be passed on to ratepayers. Transwestern filed
a response to the August 1 Order and subsequently entered into a
settlement with the FERC staff that resolved, as to Transwestern, the
issues raised by the August 1 Order. The FERC has approved this
settlement; however, a group of Transwestern's customers have filed a
request for clarification and/or rehearing of the FERC order approving
the settlement. This customer group claims that there is an
inconsistency between the language of the settlement agreement and the
language of the FERC order approving the settlement. This alleged
inconsistency relates to Transwestern's ability to flow through to its
ratepayers the costs of any replacement or refinancing of the secured
loan transactions entered into by Transwestern in November 2001.
Transwestern has filed a response to the customer group's request for
rehearing and/or clarification and this matter is currently awaiting
FERC action.
22
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(9) LITIGATION AND OTHER CONTINGENCIES (CONTINUED)
Transwestern is subject to extensive federal, state and local
environmental laws and regulations. These laws and regulations require
expenditures in connection with the construction of new facilities, the
operation of existing facilities and for remediation at various
operating sites. The implementation of the Clean Air Act Amendments is
expected to result in increased operating expenses. These increased
operating expenses are not expected to have a material impact on
Transwestern's financial position or results of operations.
Transwestern conducts soil and groundwater remediation at a number of
its facilities. In 2002 and 2001 these costs were $2.5 million and $.4
million, respectively. Using a discount rate of 3 percent, the net
present value of the costs over the next five years is expected to be:
2003 - $2.3 million, 2004 - $1.7 million, 2005 - $.9 million, 2006 -
$.3 million and 2007 - $.2 million. The net present value of
expenditures thereafter is estimated to be $1.0 million for soil and
groundwater remediation. The net present value accrual is recorded in
operating and maintenance expense.
Transwestern incurred, and continues to incur, certain costs related to
polychlorinated biphenyls (PCBs) that migrated into customer's
facilities. These PCBs were originally introduced into the Transwestern
system through use of a PCB-based lubricant in the late 1960's and
1970's. Because of the continued detection of PCBs in the customer's
facilities downstream of Transwestern's Topock station, Transwestern
continues to take measures to contain and remove the PCBs. Costs of
these remedial activities for 2002 and 2001 were $2.8 million and $.5
million, respectively. Costs are estimated to be $1.0 million in 2003.
Cost estimates are obtained from Transwestern's customers and are not
currently available beyond 2003, however, the costs are not expected to
have a material impact on Transwestern's financial position or results
of operations.
As discussed in Note 6, in 2001 the California power market was
significantly impacted by the increase in wholesale prices. On April 6,
2001, PG&E filed for bankruptcy protection under Chapter 11 of the U.
S. Bankruptcy Code. (PG&E has historically been a significant customer
of Transwestern). This event had no material impact on the financial
position or results of operations of Transwestern for the year ended
December 31, 2002. Transwestern continues to provide transportation
services to PG&E on a basis that addresses credit risk. Management
cannot predict the final outcome of this situation or the uncertainties
surrounding the California power situation. However, as a result of the
basis on which Transwestern is providing transportation services to
PG&E and the significant demand for capacity on Transwestern's pipeline
system to the California border, management continues to believe these
matters will not have a material adverse impact on Transwestern's
financial position or results of operations.
The Department of Revenue of the State of Colorado ("DOR") has assessed
Transwestern $.6 million in sales and use taxes and $.6 million in
penalties and interest relating to the purchase by Transwestern of an
undivided interest in certain pipeline facilities located in Colorado
from Northwest Pipeline Corporation. In addition, the DOR has assessed
Transwestern additional amounts for taxes relating to the use of
compressor fuel at facilities located in the State of Colorado. The
amount currently subject to assessment is approximately $.5 million,
and it is anticipated that additional amounts will be assessed as fuel
is consumed on a prospective basis.
23
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(9) LITIGATION AND OTHER CONTINGENCIES (CONTINUED)
One of Transwestern's affiliates participated in the acquisition of a
license to operate a natural gas pipeline in Argentina in 1992.
Transwestern has guaranteed the performance obligations of that
affiliate to certain joint venture partners of that affiliate and has
agreed to provide technical support to that affiliate in connection
with the operation of the pipeline, in addition, at the time of the
acquisition, Transwestern's net worth was used to satisfy certain net
worth requirements established by the Argentine government relating to
the acquisition of the license to operate such pipeline.
While it is not possible to predict with certainty the final outcome of
the aforementioned litigation and other contingencies, except for the
accruals discussed above, management believes that the ultimate
resolution of these matters will not have a material adverse effect on
Transwestern's financial position or results of operations.
(10) RELATED PARTY TRANSACTIONS
Transwestern recorded sales, transportation and other revenue from
affiliates approximating $-0- and $6.5 million in 2002 and 2001,
respectively.
On December 2, 2001, Enron and certain of its subsidiaries filed
voluntary petitions under Chapter 11 of the Bankruptcy Code. As a
result, a $784.7 million note receivable from Enron was reserved due to
the uncertainty regarding Enron's ability to repay. In 2002, the value
of the receivable was determined by Transwestern management to be
substantially impaired. As a result, the receivable was completely
written off against the reserve for book purposes and 80%, ($628.5
million) was written off for tax purposes creating a $149.5 million net
operating loss carry forward (see Note 2). Enron is utilizing a portion
of the net operating loss which is reflected as a receivable from
parent.
During 2001, Transwestern was a party to natural gas commodity price
swaps with an Enron affiliate. In December 2001, as a result of the
failure by such affiliate to perform its obligations under the price
swaps, Transwestern terminated such price swaps with its affiliate and
established receivables of $34.1 million. These receivables are fully
reserved by Transwestern.
During 2002, Transwestern received payments from transportation
customers utilizing capacity released by Enron North America Corp.
(ENA). These payments totaled $.6 million, which reduced the reserve
established in December 2001 due to ENA's bankruptcy.
Transwestern has entered into compression services agreements with
Enron Compression Services Company (ECS), an Enron affiliate that is
not in bankruptcy and continues to perform under the terms of such
agreements. The agreements require Transwestern to pay ECS a
compression service charge in cash and in MMBtus of natural gas to
provide electric horsepower capacity and related horsepower hours to be
used to operate the Bisti, Bloomfield, and Gallup electric compressor
stations located in New Mexico. ECS is required to pay Transwestern a
monthly operating and maintenance fee to operate and maintain the
facilities. On March 25, 2003, FERC issued a show cause order to ECS
that requires ECS to demonstrate why it did not violate the terms of
its blanket natural gas marketing authorization from FERC when it
allegedly engaged in certain transactions on the "Enron Online"
electronic trading platform. If ECS fails to demonstrate that it did
not violate the terms of such authorization, this could have a material
impact on ECS' ability to perform under its compression services
agreements with Transwestern, since a significant portion of the
consideration that Transwestern pays to ECS under such agreements is in
the form of natural gas that is delivered to ECS and that ECS resells
to third parties under such FERC authorization.
24
TRANSWESTERN PIPELINE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
(10) RELATED PARTY TRANSACTIONS (CONTINUED)
Transwestern accrued administrative expenses from Enron and affiliated
service companies of approximately $13.8 million and $10.8 million in
2002 and 2001, respectively. These costs are based on usage, or where
no direct method is reasonable, Transwestern's components of gross
property, plant and equipment, gross margin and annualized payroll as a
percentage of all Enron companies.
Related to Enron's bankruptcy, the bankruptcy judge authorized an
overhead expense allocation methodology on November 25, 2002. The
Company's final allocation for 2002 has not been determined at this
time. In compliance with the authorization, recipient companies subject
to regulation and rate base constraints may limit amounts remitted to
Enron to an amount equivalent to 2001, plus quantifiable adjustments.
The Company has invoked this limitation in the calculation of expenses
accrued for 2002.
(11) SUBSEQUENT EVENTS
On March 5, 2003, Transwestern and the Banks reached agreement on the
Third Amendment and Waiver to the Credit Agreement (the "Third
Amendment"), which waived the default under the Second Amendment due to
Transwestern's failure to disclose the existence of the guaranty to
Enron's Argentinean affiliate (see Note 3 and Note 9). In addition, the
Third Amendment added any claim under that guaranty as an Event of
Default.
In March 2003, Transwestern has entered into discussions with ECS to
negotiate a settlement of volume undertake, which is a condition of the
compression services agreement (see Note 10). Transwestern believes the
settlement will result in a payment of approximately $.7 million to ECS
and has recorded an accrual in operating and maintenance expense in
2002.
After reviewing bids for the sale of Enron's 100% interest in
Transwestern, and thoroughly reviewing the options, the Enron Board of
Directors voted on March 19, 2003 to move forward with the creation of
a new operating entity which would purchase Enron's interest in
Transwestern and other domestic pipeline assets and related service
companies. The formation of the new entity will require various board,
bankruptcy court and regulatory approvals in connection with Enron's
plan of reorganization.
25
APPENDIX J: CROSSCOUNTRY FINANCIAL PROJECTIONS - 2003-2006
APPENDIX J: CROSSCOUNTRY FINANCIAL PROJECTIONS - 2003 - 2006
BASIS OF PRESENTATION
This appendix includes a financial forecast for the years 2003
through 2006 and the associated assumptions behind the forecast (the
"CrossCountry Projections"). The CrossCountry Projections for the fiscal year
ended December 31, 2003 include actual results through June 30, 2003. The
CrossCountry Projections should not be used without the associated assumptions,
which are based upon the anticipated future performance of Transwestern, Citrus
and Northern Plains, industry performance, general business and economic
conditions and other matters, most of which are beyond the control of the
Debtors. While the CrossCountry Projections were prepared in good faith and the
assumptions, when considered on an overall basis, are believed to be reasonable
in light of the current circumstances, it is important to note that there can be
no assurance that such assumptions will be realized, and Creditors must make
their own determinations as to the reasonableness of such assumptions and the
reliability of the CrossCountry Projections. THEREFORE, ALTHOUGH THE
CROSSCOUNTRY PROJECTIONS ARE PRESENTED WITH NUMERICAL SPECIFICITY, THE ACTUAL
RESULTS ACHIEVED DURING THE PERIOD PROJECTED WILL VARY FROM THE PROJECTED
RESULTS AND SOME OF THE VARIATIONS COULD BE MATERIAL. Accordingly, no
representation can be, or is being, made with respect to the accuracy of the
CrossCountry Projections or the ability of CrossCountry to achieve the projected
results of operations. In deciding whether to vote to accept or reject the Plan,
holders of Claims entitled to vote on the Plan must make their own
determinations as to the reasonableness of such assumptions and the reliability
of the CrossCountry Projections. See Section XIV "Risk Factors and Other Factors
to be Considered."
The financial information for CrossCountry is presented on a
pro forma basis, after giving effect to the transactions contemplated by the
CrossCountry Contribution and Separation Agreement regarding the contribution of
the Pipeline Businesses.
ASSUMPTIONS
Information relating to certain assumptions used in preparing
the CrossCountry Projections is set forth below.
A. GENERAL.
1. METHODOLOGY. The Income Statement, Balance Sheet and Cash
Flow Statement for the 2003 fiscal year are shown on an aggregated basis as if
CrossCountry had owned the interests that are expected to comprise CrossCountry
for the full year of 2003 and are based upon the actual results for the first
nine months of the year ending on September 30, 2003 and a forecast for the last
three months of the year ending on December 31, 2003.
2. BASIS. The financial projections assume a predecessor
carryover basis, rather than either utilizing fresh-start reporting as described
by the American Institute of Certified Public Accountants Statement of Position
90-7 "Financial Reporting by Entities in Reorganization Under the Bankruptcy
Code" or assuming any change in bases as a result of transfer of assets (whether
between companies, to trusts or to creditors). Accordingly, the
J-1
projections only reflect adjustments directly related to the Plan. It is
uncertain whether a change in basis resulting from the implementation of the
Plan will occur and if it does occur, when it may occur. Therefore, although the
projections assume a predecessor carryover basis, it may ultimately be
determined that CrossCountry either has the option or is required to use a new
basis of accounting at some point in the future following implementation of the
Plan.
3. PLAN TERMS AND CONSUMMATION. The operating assumptions
underlying the revenue and expense forecasts assume the Plan will be confirmed
and become effective in 2004, with allowed Claims treated in accordance with the
treatment provided in the Plan.
4. BANKRUPTCY CLAIMS BY TRANSWESTERN AND CITRUS. The
CrossCountry Projections reflect that 100% of the value of CrossCountry and its
subsidiaries' claims against ENE, RMTC, EES and ENA will accrue in 2003. The
increase in Other Income in 2003 is attributable to Transwestern's income
recognition of its Claims. Further, it is assumed that distributions in the form
of cash and stock will be made on these Claims over time. Over time,
distributions in Claims are reflected in CrossCountry's Projections as decreases
in Other Assets and increases in Other Cash Investments. These adjustments are
based on estimates as to the timing and amount of distributions. THESE ESTIMATES
WERE UTILIZED FOR PURPOSES OF PREPARING THESE PROJECTIONS ONLY AND THE ACTUAL
TIMING AND AMOUNT OF THE DISTRIBUTIONS MAY VARY MATERIALLY FROM THE ASSUMPTIONS
USED HEREIN.
5. ECONOMIC AND INDUSTRY ENVIRONMENT. The CrossCountry
Projections assume a stable economic environment based on prevailing analyst
forecasts. In addition, the CrossCountry Projections assume no significant
change in the regulatory and competitive conditions under which CrossCountry
currently operates.
6. EQUITY INCENTIVE COMPENSATION PLAN. The CrossCountry
Projections do not include any expenses associated with the long-term equity
incentive compensation plan anticipated to be adopted by CrossCountry. Refer to
Section IX.H., "Equity Compensation Plan."
B. OTHER
1. REVENUES
The CrossCountry Projections assume successful recontracting
of available Transwestern and Florida Gas capacity at current rates and, as a
result, transportation revenues are expected to be generally stable for 2003 -
2006, except for increases due to completed expansions by Transwestern and
Florida Gas. Increased revenues are expected in the second half of 2005 upon the
completion of an expansion by Transwestern. The projected increase in revenues
in 2006 reflects a full year of additional capacity provided by the expansion.
In addition, the CrossCountry Projections reflect the current level of
contracts, throughput and rates on Northern Border Partners' existing pipeline
systems, with no major expansions planned.
The CrossCountry Projections assume that CrossCountry will
continue the Citrus operatorship based on the same terms contained in the
operating agreement originally entered into between Citrus and an ENE affiliate.
Refer to Section IX.A.1.(b)., "Employees and Pipeline Services" for further
information.
J-2
2. RATE CASE FILINGS
Pursuant to a previous rate case settlement, Transwestern is
expected to file a new rate case in November 2006. It is assumed that there will
be no changes from the existing rate case settlement for the remainder of 2006.
Florida Gas filed a rate case on October 1, 2003. New rates
for transportation services will become effective April 1, 2004 (FTS-1) and
April 1, 2005 (FTS-2), subject to refund based on the outcome of the rate case
proceeding. The CrossCountry Projections assume that new rates for both the
incremental and non-incremental systems will be designed to recover a pre-tax
return on rate base that approximates existing rate levels.
3. DIVIDENDS
The CrossCountry Projections assume that CrossCountry will not
pay dividends to holders of CrossCountry Common Stock from 2003-2006. In
addition, the CrossCountry Projections assume that (i) Citrus will pay cash
dividends to its shareholders (including CrossCountry) equal to 100% of all cash
over normal liquidity requirements and payment of existing debt as it matures,
and (ii) Northern Plains will dividend to CrossCountry 100% of cash
distributions received from Northern Border Partners in excess of equity
investments and taxes. Historically, Citrus has not paid dividends to its
shareholders, and there can be no assurance that it will pay dividends going
forward. Refer to Section XIV.H.2.b., "Control over Pipeline Businesses." The
CrossCountry Projections assume that the cash distributions Northern Plains will
receive from Northern Border Partners will increase 15% per year starting in
2005. It is expected that CrossCountry will contribute the dividends or
distributions received from Citrus or Northern Plains from 2004-2006 to
Transwestern, and that Transwestern will use the contribution by CrossCountry
and any excess cash to pay down its debt (see No. 4, below for a description of
such debt).
4. DEBT
CrossCountry, as a holding company of the Pipeline Businesses,
is not expected to issue any debt during 2003-2006.
Transwestern is expected to refinance its existing revolving
credit facility on or before April 30, 2004. Transwestern is expected to enter
into new financing arrangements for a $150 million revolver and a $350 million
term loan. The term loan is expected to carry an interest rate of LIBOR +3%, and
the revolver an interest rate of LIBOR +3.25%. The revolver is expected to have
a capacity fee on the withdrawn portion of 0.5%.
5. CAPITAL EXPENDITURES
The CrossCountry Projections reflect one expansion by
Transwestern. The San Juan expansion will increase the San Juan lateral capacity
by 375 BBtu/d, at a cost of approximately $150 million. The estimated in-service
date for the expansion is July 2005. Rates collected assume a regulated rate of
return.
J-3
The Florida Gas Phase VI expansion was completed and placed
in-service November 1, 2003. An additional Florida Gas expansion is planned for
in-service July 2007, at a cost of $52 million which will be spent in 2006.
Incremental volumes are 200 BBtu/d, transported at FTS-2 rates.
6. ACQUISITIONS
CrossCountry is not expected to make any acquisitions or
divest any material assets during 2003 - 2006.
A significant portion of Northern Border Partners' future
growth is expected to come as a result of making accretive acquisitions of any
material assets. The CrossCountry Projections assume $200 million of total
annual growth capital in Northern Border Partners. Such acquisitions are assumed
to be financed one-half by debt and the other half in the form of equity
contributions.
7. TAX CONSIDERATIONS
The CrossCountry Projections assume that all of CrossCountry's
stock will be distributed at once, in 2005, with a portion of the stock being
held in a disputed claims reserve. This will result in tax deconsolidation of
CrossCountry from the ENE Tax Group. The CrossCountry Projections assume that
ENE will pay cash for the full amount of the net receivable balance owing to
Transwestern under the applicable tax sharing agreement; however, because this
net receivable balance may be subject to adjustments (as a result of audits by
taxing authorities) and future negotiations between ENE and Transwestern, and
because any payment (if any) with respect to such balance is subject to prior
consent of the Creditors' Committee, the actual amount that ultimately is paid
may vary materially from the amount projected. Refer to Section
IX.F.1.(b).(iii)., "Tax Sharing Agreement" for further information. The
CrossCountry Projections assume that no IRC Section 338(h)(10) election (which
could generate future income tax benefit) will be made for CrossCountry in
respect of the transaction contemplated by the Plan because the ability to make
such an election is uncertain. The CrossCountry Projections also assume that the
tax benefits of approximately $140 million previously recorded for anticipated
utilization of Transwestern's NOLs will not be available to CrossCountry. Refer
to Appendix I, "CrossCountry Results of Operations" for further information.
Therefore, such NOLs have been impaired in the 2003 CrossCountry Projections.
8. CITRUS TRADING
The CrossCountry Projections assume that Citrus Trading's
current litigation and contract renegotiations will be resolved in a manner and
in amounts consistent with that which have been reserved for on Citrus Trading's
June 30, 2003 balance sheet.
J-4
CROSSCOUNTRY CONSOLIDATED
- --------------------------------------------------------------------------------
INCOME STATEMENT
<Table>
<Caption>
(US$ in millions) 2003 2004 2005 2006
---------- ---------- ---------- ----------
OPERATING REVENUES
Transportation $ 178.3 $ 181.2 $ 209.6 $ 229.4
Natural Gas 21.0 26.6 24.1 23.2
Other (0.3) 0.6 0.3 0.3
---------- ---------- ---------- ----------
TOTAL $ 199.0 $ 208.4 $ 234.0 $ 252.9
OPERATING EXPENSES
Operations and Maintenance $ 60.7 $ 55.4 $ 57.8 $ 60.2
Amortization of Regulatory Assets 5.2 5.7 5.7 5.7
Depreciation 17.9 19.0 21.6 24.1
Taxes Other Than Income (includes expansions) 11.5 11.4 13.0 14.5
---------- ---------- ---------- ----------
TOTAL $ 95.3 $ 91.5 $ 98.1 $ 104.5
OPERATING INCOME $ 103.7 $ 116.9 $ 135.9 $ 148.4
OTHER INCOME
Partnership Income 42.1 67.9 73.0 75.4
Interest Income 0.3 0.2 0.6 1.3
Other, net 150.6 5.6 6.2 1.2
---------- ---------- ---------- ----------
TOTAL $ 193.0 $ 73.7 $ 79.8 $ 77.9
INCOME (LOSS) BEFORE INTEREST AND TAXES $ 296.7 $ 190.6 $ 215.7 $ 226.3
INTEREST AND OTHER
Interest Expense and Related Charges, net 39.8 25.8 24.9 15.0
---------- ---------- ---------- ----------
TOTAL $ 39.8 $ 25.8 $ 24.9 $ 15.0
INCOME BEFORE INCOME TAXES $ 256.9 $ 164.8 $ 190.8 $ 211.3
TOTAL INCOME TAXES $ 229.1 $ 46.1 $ 55.2 $ 63.2
NET INCOME $ 27.8 $ 118.7 $ 135.6 $ 148.1
</Table>
J-5
CROSSCOUNTRY CONSOLIDATED
- --------------------------------------------------------------------------------
BALANCE SHEET
<Table>
<Caption>
(US$ in millions) 2003 2004 2005 2006
- -------------------------------------------- ---------- ---------- ---------- ----------
CURRENT ASSETS
Cash & Temporary Cash Investments $ 18.2 $ 18.3 $ 19.4 $ 21.7
Customer 16.9 17.3 19.5 21.1
Associated Companies 5.5 5.5 5.5 5.5
Exchange Gas Receivable 2.0 2.0 2.0 2.0
Regulatory Assets 6.7 5.5 6.7 6.7
Other 155.2 115.5 58.8 31.8
---------- ---------- ---------- ----------
TOTAL $ 204.5 $ 164.1 $ 111.9 $ 88.8
INVESTMENTS AND OTHER ASSETS
Partnerships $ 698.3 $ 756.8 $ 813.9 $ 871.4
---------- ---------- ---------- ----------
TOTAL $ 698.3 $ 756.8 $ 813.9 $ 871.4
PP&E
Gross Plant $ 1,022.5 $ 1,115.5 $ 1,206.3 $ 1,223.1
Accumulated Depreciation (374.4) (390.2) (408.5) (429.4)
---------- ---------- ---------- ----------
NET PP&E $ 648.1 $ 725.3 $ 797.8 $ 793.7
DEFERRED CHARGES
Goodwill $ 191.2 $ 191.2 $ 191.2 $ 191.2
Receivable from Parent $ 75.0 $ 43.5 -- --
Other Regulatory Assets $ 62.7 $ 57.1 $ 51.4 $ 45.7
Other $ 111.7 $ 108.5 $ 105.2 $ 102.0
---------- ---------- ---------- ----------
TOTAL $ 440.6 $ 400.3 $ 347.8 $ 338.9
---------- ---------- ---------- ----------
TOTAL ASSETS $ 1,991.5 $ 2,046.5 $ 2,071.4 $ 2,092.8
========== ========== ========== ==========
CURRENT LIABILITIES
Accounts Payable - Assoc. Companies / Trade $ 5.3 $ 4.7 $ 4.8 $ 4.2
Accounts Payable - Other 3.8 3.8 3.8 3.8
Exchange Gas Payable 7.2 7.2 7.2 7.2
Accrued Taxes 6.7 4.4 5.8 7.7
Accrued Interest 0.6 1.8 2.3 2.6
Other 15.7 18.4 18.4 18.4
---------- ---------- ---------- ----------
TOTAL $ 39.3 $ 40.3 $ 42.3 $ 43.9
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred Income Taxes $ 210.9 $ 223.9 $ 241.3 $ 248.1
Other 9.7 9.4 9.1 8.8
---------- ---------- ---------- ----------
TOTAL $ 220.6 $ 233.3 $ 250.4 $ 256.9
DEBT
Payable / (Receivable) from Parent -- -- -- --
Notes Payable 461.0 384.0 190.0 --
---------- ---------- ---------- ----------
TOTAL $ 461.0 $ 384.0 $ 190.0
EQUITY
Common Stock $ 420.6 $ 420.6 $ 420.6 $ 420.6
Paid-in Capital 409.2 416.4 487.9 552.2
Accumulated Other Comprehensive Income (9.7) (9.7) (9.7) (9.7)
Retained Earnings 450.3 561.9 690.1 829.0
---------- ---------- ---------- ----------
TOTAL $ 1,270.4 $ 1,389.2 $ 1,588.9 $ 1,792.1
---------- ---------- ---------- ----------
TOTAL LIABILITIES & EQUITY $ 1,991.3 $ 2,046.8 $ 2,071.6 $ 2,092.9
========== ========== ========== ==========
</Table>
J-6
CROSSCOUNTRY CONSOLIDATED
- --------------------------------------------------------------------------------
CASH FLOW STATEMENT
<Table>
<Caption>
(US$ in millions) 2003 2004 2005 2006
- -------------------------------------------------------- ---------- ---------- ---------- ----------
CASH FLOW FROM OPERATING ACTIVITIES
Reconciliation of Net Income (Loss) to Net Cash Provided
(Used) by Operating Activities
NET INCOME $ 27.8 $ 118.7 $ 135.6 $ 148.1
Items not affecting Working Capital:
Non-cash Revenue (Expense) $ (0.3) $ (0.3) $ (0.3) $ (0.3)
less: Earnings from Equity Affiliates (42.1) (67.9) (73.0) (75.4)
plus: Distributions from Equity Affiliates 10.5 11.0 12.9 15.0
Depreciation and Amortization 17.9 15.8 18.4 20.9
Deferred Income Taxes - Both Current and Noncurrent 370.1 13.0 17.5 6.8
Regulatory Asset Amortization 1.8 5.7 5.7 5.7
Receivable 18.8 31.1 41.3 (1.6)
Payable (10.9) (0.6) 0.1 (0.5)
Exchange Gas Imbalances (0.2) -- -- --
Other Current Assets or Liabilities (186.2) 49.8 60.6 32.2
---------- ---------- ---------- ----------
Total Cashflow from Operating Activities $ 207.2 $ 176.3 $ 218.8 $ 150.9
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from Sale (Various) -- -- -- --
Additions to Property 2.9 (92.8) (90.4) (16.2)
Other Investments (McDay Energy / Misc.) (1.8) (8.8) (73.7) (65.8)
---------- ---------- ---------- ----------
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES $ 1.1 ($ 101.6) ($ 164.1) ($ 82.0)
NET CASH FLOW BEFORE FINANCING $ 208.3 $ 74.7 $ 54.7 $ 68.9
CASH FLOW FROM FINANCING ACTIVITIES
Issuance of Long-term Debt -- -- -- --
Drawdown (Repayment) of debt (84.0) (77.0) (194.0) (190.0)
Financing Fees (2.0) (4.4) -- --
Net Enron Receivable/Payable (191.4) -- -- --
Net Dividend to Parent (11.8) -- 63.8 54.6
Net Dividend Received by Parent -- 7.2 76.7 68.7
Net Dividend to Common -- -- -- --
---------- ---------- ---------- ----------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES $ (289.2) $ (74.2) $ (53.5) $ (66.7)
INCREASE / (DECREASE) IN CASH $ (80.9) $ 0.5 $ 1.2 $ 2.2
</Table>
J-7
APPENDIX K: PRISMA FINANCIAL PROJECTIONS - 2004-2006
APPENDIX K: PRISMA FINANCIAL PROJECTIONS - 2004-2006
BASIS OF PRESENTATION
The financial projections are based on, and assume, the
successful implementation of the Plan. Both the business plan and the financial
projections reflect numerous assumptions, including various assumptions
regarding the anticipated future performance of Prisma's operating subsidiaries,
industry performance, general business and economic conditions and other
matters, most of which are beyond the control of Prisma and its operating
subsidiaries. While the projections were prepared in good faith and the
assumptions, when considered on an overall basis, are believed to be reasonable
in light of the current circumstances, it is important to note that there can be
no assurance that such assumptions will be realized, and Creditors must make
their own determinations as to the reasonableness of such assumptions and the
reliability of the projections. THEREFORE, ALTHOUGH THE FINANCIAL PROJECTIONS
ARE PRESENTED WITH NUMERICAL SPECIFICITY, THE ACTUAL RESULTS ACHIEVED DURING THE
FINANCIAL PROJECTION PERIOD WILL VARY AND SOME OF THE VARIATIONS COULD BE
MATERIAL. Accordingly, no representation can be or is being made with respect to
the accuracy of the financial projections or the ability of Prisma and its
subsidiaries to achieve the projected results of operations. Refer to Section
XIV., "Risk Factors and Other Factors to be Considered" for further information
related to the risks applicable to Prisma.
Prisma Energy International Inc. is an exempted Cayman Islands
company that currently does not own any businesses or assets. The Debtors, in
connection with the Plan, intend to transfer most of ENE's remaining
international energy infrastructure businesses to Prisma; subject to obtaining
requisite consents. Historically ENE's investments in international energy
infrastructure businesses were subject to review as part of the consolidated
financial statements of Enron Corp., however they have not been audited on a
combined basis as a stand alone business. Therefore historical audited combined
financial statements for the international energy infrastructure businesses (as
listed below) are not available. Based on the above and since Prisma has not
currently commenced commercial operations, consolidated financial projections
were prepared for the calendar years 2004-2006 as if certain of the
international energy infrastructure businesses (as listed below) are transferred
into Prisma effective January 1, 2004. The projections assume the Plan will be
implemented in accordance with its stated terms. The Debtors and their
affiliates' ownership in the following assets are included in Prisma financial
projections:
<Table>
Accroven BLM Centragas
EEC ENS GMSA
BBPL-GTB Elektro BBPL-TBG
PQP SECLP Vengas
Trakya Transredes
MEC SK-Enron
SPC Cuiaba-EPE, TBS, Gasmat, Gasbol
</Table>
K-1
ASSUMPTIONS
Additional information relating to certain assumptions used in
preparing the financial projections is set forth below:
A. BASIS
1. The financial projections assume a predecessor
carryover basis, rather than either utilizing
fresh-start reporting as described by the American
Institute of Certified Public Accountants Statement
of Position 90-7 "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code" or assuming
any change in bases as a result of transfer of assets
(whether between companies, to trusts or to
creditors). Accordingly, the projections only reflect
adjustments directly related to the Plan. It is
uncertain whether a change in basis resulting from
the implementation of the Plan will occur and if it
does occur, when it may occur. Therefore, although
the projections assume a predecessor carryover basis,
it may ultimately be determined that Prisma either
has the option or is required to use a new basis of
accounting at some point in the future following
implementation of the Plan.
2. Certain of the assets included in the projected
financial statements for Prisma are wholly or
partially held through existing financing structures.
The projected pro forma financial estimates assume
that these assets are not encumbered in financing
structures. The unwind and resolution of these
structures may affect the financial results
presented. The following lists the assets wholly or
partially held through financing structures that are
assumed to be included in Prisma's financial results:
-- Elektro
-- Centragas
-- Trakya
-- ENS
3. Fifty percent of net cash flow of Prisma is assumed
to be distributed to its shareholders and the
remaining fifty percent is assumed to accumulate
during the projection period. The Cash and Cash
Equivalents balance on Prisma's Pro Forma Balance
Sheet includes Prisma's Cash and Cash Equivalents
balance along with the Cash and Cash Equivalents
balances of Prisma's consolidated subsidiaries.
K-2
<Table>
<Caption>
2004 2005 2006
----------- ---------- ----------
(US$Millions)
Prisma Cash Balance $ 137.7 $ 239.9 $ 320.0
Consolidated Subs Cash Balances 140.6 126.2 249.3
Prisma and Subs consolidated cash Balance $ 278.3 $ 366.1 $ 569.3
</Table>
4. Refer to the Consolidation assumption below for
further information on Prisma's consolidated
subsidiaries.
B. GENERAL
1. The projections assume a generally stable economic
environment and no significant change in the
regulatory and competitive conditions under which the
businesses currently operate. The nature of Prisma's
natural gas services and power distribution
businesses is such that all assets are generally
subject to firm contracts for their capacity or are
regulated and are dependent on tariffs or other
regulatory structures that allow regulatory
authorities to review periodically the prices such
businesses charge customers and other terms and
conditions under which services and products are
offered. Regulatory intervention and political
pressures could lead to tariffs that are not
compensatory or otherwise undermine the value of the
long-term contracts entered into by the transferred
businesses, which could have a negative impact on the
financial projections. The nature of most of Prisma's
power generation business is such that each facility
generally relies on one power sales contract with a
single governmental or quasi-governmental customer
for the majority, if not all, of its revenues over
the life of the power sales contract. The prolonged
failure of any significant customer to fulfill its
contractual obligations would have a negative impact
on the financial projections. Included in each year
of the 2004-2006 Prisma consolidated financial
projections is a $20 million reserve for risk factors
mentioned above. Although the Debtors believe that
the assumptions underlying the financial projections,
when considered on an overall basis, are reasonable
in light of the current circumstances, no assurances
can be or are given that the financial projections
will be realized.
2. The projections do not assume acquisitions or
divestitures of any material assets during the
projection period or new indebtedness at the Prisma
level.
C. DEVALUATION OF FOREIGN CURRENCIES
1. Prisma may suffer losses as a result of devaluations
in the currencies of the countries in which it is
expected to operate. The revenues of some of
K-3
the key businesses expected to be a part of Prisma,
including Elektro, SK-Enron and Vengas, are collected
substantially or exclusively in the relevant local
currency and a strengthening of the U.S. dollar
relative to such local currency will reduce the
amount of cash flow and net income of such businesses
as reported in U.S. dollars. Prisma has used market
forward rates, where available, as foreign exchange
rates for the corresponding future periods in its
financial projections. Often, market data points are
available for the short term but not the long term.
In such cases, the long term rates for foreign
exchange are derived from a combination of expected
inflation and expected long term growth rates.
2. Currency devaluation impacts the repayment of the
U.S. dollar denominated debt at Elektro and
devaluation of the Brazilian real above the foreign
exchange rates assumed in the projections could have
a material impact on Prisma's net income and cash
flow projections. ANY BRAZILIAN REAL MOVEMENTS
SIGNIFICANTLY DIFFERENT THAN THOSE ASSUMED IN THE
TABLE BELOW WOULD HAVE A MATERIAL IMPACT ON PRISMA'S
FINANCIAL PROJECTIONS:
<Table>
<Caption>
2004 2005 2006
------ ------ ------
Average FX rate 3.50 3.78 4.01
End of Year FX rate 3.65 3.91 4.12
Devaluation End of Year 9.0% 7.0% 5.5%
</Table>
D. CONSOLIDATION
1. Prisma consolidates investments in investees in which
Prisma maintains more than 50% of the voting control
of the investee and reflects minority ownership
interests accordingly. The following assets are
consolidated in Prisma's projected financial results:
-- BLM
-- Elektro
-- ENS
-- GMSA
-- Vengas
2. Prisma uses the equity method (APB 18) to account for
investments in investees in which Prisma maintains
between 20% and 50% of the voting control (directly
or indirectly) of the investee. Under the equity
method of accounting, the underlying assets and
liabilities of investees do not appear on the face of
the financial statements for Prisma. The company is
currently in the process of adopting FASB
Interpretation No. 46 (FIN 46), Consolidation of
Variable Interest Entities, an Interpretation of ARB
51, and the current consolidation assumptions
presently incorporated into the financial projections
could change.
K-4
E. INTERCOMPANY BALANCES
1. The financial projections assume that Prisma acquires
certain receivables (principal plus accrued interest)
held by the Debtors and their affiliates from
international projects in exchange for common shares
of Prisma.
2. Because the actual resolution of the intercompany
account balances between Prisma companies and the
Debtors has not been determined, for the purposes of
these projections the intercompany account balances
have been netted to a net payable from Prisma to the
Debtors whereby the Debtors contribute such payable
to Prisma in exchange for common shares of Prisma.
The methodology ultimately used in the formation of
Prisma may result in a different treatment of
intercompany account balances, requiring adjustments
to the presentation assumed in the pro forma
financial statements.
3. Intercompany activities among companies within Prisma
have been eliminated in the projected pro forma
financial statements.
F. OVERHEAD
1. Overhead includes the following cost components:
-- Business unit executive compensation
-- Legal
-- Accounting & Tax
-- Other miscellaneous costs
2. The projections do not include any expenses
associated with the anticipated equity incentive
plan. Refer to Section X.F of the Disclosure
Statement for further information.
G. GENERAL TAX ASSUMPTIONS
1. U.S. TAX
a. During the time that Prisma is part of the
ENE Tax Group, it is assumed that certain
types of income earned from Prisma's
businesses may be subject to reporting and
to the possible imposition of U.S. tax at
the U.S. shareholder level for certain U.S.
companies within the ENE Tax Group.
b. The projections assume that after Prisma
ceases to be a member of the Enron Tax
Group, and subject to any U.S. tax that
might be imposed on Prisma's management
activities in the United States and certain
other U.S. companies that comprise its
assets, no U.S. taxes will be imposed on
Prisma's income and cash flows.
K-5
c. Similarly, it is assumed that after Prisma
has left the ENE Tax Group, Prisma's equity
will not be concentrated in a certain number
of U.S. shareholders so as to subject such
shareholders to the Subpart F income regime
applicable to U.S. shareholders of
controlled foreign corporations or owners of
passive foreign investment companies (See
Section XIV.I.4.b. of the Disclosure
Statement).
d. It is assumed that no material U.S.
consolidated tax liabilities from the ENE
estate will carryover to Prisma.
2. FOREIGN WITHHOLDING TAXES
Provision has been made where appropriate to charge
undistributed consolidated and equity earnings from
the various projects with any deferred foreign
withholding taxes that may be imposed on such
earnings when distributed. Also, adjustments to any
deferred foreign withholding taxes have been made to
the extent that profit distributions during the
projection period exceed earnings attributable to the
projection period.
3. FOREIGN TAXES
The projections assume that certain businesses that
Prisma will consolidate have incurred foreign tax
losses that are being carried forward to succeeding
tax years, subject to tax law restrictions applicable
to such businesses. A valuation reserve has been
placed on the utilization of such losses where
appropriate.
K-6
APPENDIX K: PRISMA FINANCIALS - 2004-2006
PRISMA ENERGY INTERNATIONAL INC.
INCOME STATEMENT
(US$'s in millions)
<Table>
<Caption>
2004 2005 2006
------------ ------------ ------------
OPERATING REVENUES $ 853.7 $ 929.8 $ 990.7
COST OF SALES 492.8 537.5 563.5
------------ ------------ ------------
GROSS MARGIN 360.9 392.3 427.2
OPERATING EXPENSES
Operating expenses 154.2 157.5 155.0
Corporate general and administrative expenses 26.0 27.3 28.7
Depreciation and amortization 40.9 39.4 39.0
Taxes other than income 13.5 13.7 13.9
------------ ------------ ------------
Total 234.6 237.9 236.6
------------ ------------ ------------
OPERATING INCOME 126.3 154.4 190.6
Other Income (Expense)
Equity earnings in unconsolidated subsidiaries 64.7 78.6 93.1
Interest income 50.2 45.7 56.3
Foreign exchange losses (65.1) (45.8) (33.5)
Other expenses, net (5.6) (5.1) (11.4)
------------ ------------ ------------
Total 44.2 73.4 104.5
------------ ------------ ------------
INCOME BEFORE INTEREST, MINORITY INTEREST & TAXES 170.5 227.8 295.1
Interest expense 42.3 37.5 36.5
Minority interest (1.3) 0.3 0.6
------------ ------------ ------------
INCOME BEFORE INCOME TAXES 129.5 190.0 258.0
Income Taxes
Current 15.4 11.9 23.2
Deferred 1.3 1.4 1.6
------------ ------------ ------------
Total 16.7 13.3 24.8
NET INCOME $ 112.8 $ 176.7 $ 233.2
============ ============ ============
</Table>
K-7
PRISMA ENERGY INTERNATIONAL INC.
BALANCE SHEET
(US$'s in millions)
<Table>
<Caption>
2004 2005 2006
---------- ---------- ----------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 278.3 $ 366.1 $ 569.3
Trade receivables (net of allowance for doubtful accounts) 167.3 152.4 154.7
Receivables from unconsolidated subsidiaries 20.9 19.3 15.6
Inventories 11.0 11.0 11.0
Other current assets 78.7 89.9 45.0
---------- ---------- ----------
TOTAL CURRENT ASSETS 556.2 638.7 795.6
INVESTMENTS AND OTHER ASSETS
Investments in unconsolidated subsidiaries 308.6 320.7 349.8
Notes receivable from unconsolidated subsidiaries 85.9 74.2 70.6
Other 60.2 31.2 29.9
---------- ---------- ----------
TOTAL INVESTMENTS AND OTHER ASSETS 454.7 426.1 450.3
TOTAL PROPERTY, PLANT AND EQUIPMENT 911.2 901.0 904.2
Less accumulated depreciation and amortization 208.3 238.9 269.7
---------- ---------- ----------
NET PROPERTY PLANT AND EQUIPMENT 702.9 662.1 634.5
---------- ---------- ----------
TOTAL ASSETS $ 1,713.8 $ 1,726.9 $ 1,880.4
========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 88.6 $ 84.0 $ 83.8
Short-term debt 63.7 24.3 36.2
Other current liabilities 96.7 90.2 94.7
---------- ---------- ----------
TOTAL CURRENT LIABILITIES 249.0 198.5 214.7
LONG-TERM DEBT 433.6 428.1 403.4
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes 45.5 45.4 45.8
Other 70.5 61.8 69.4
---------- ---------- ----------
TOTAL DEFERRED CREDITS AND OTHER LIABILITIES 116.0 107.2 115.2
MINORITY INTERESTS 57.0 56.6 56.6
SHAREHOLDERS' EQUITY 858.2 936.5 1,090.5
---------- ---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,713.8 $ 1,726.9 $ 1,880.4
========== ========== ==========
</Table>
K-8
PRISMA ENERGY INTERNATIONAL INC.
CASH FLOW STATEMENT
(US$'s in millions)
<Table>
<Caption>
2004 2005 2006
-------- -------- --------
CASH FLOW FROM OPERATING ACTIVITIES
Net income $ 112.8 $ 176.7 $ 233.2
Depreciation and amortization 40.9 39.4 39.0
Deferred income taxes 1.3 1.4 1.6
Changes in components of working capital (44.5) (8.3) 40.3
Equity earnings in unconsolidated subsidiaries (64.7) (78.6) (93.1)
Distributions from unconsolidated subsidiaries 123.0 71.8 77.2
Other operating activities 96.0 59.2 30.7
-------- -------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 264.8 261.6 328.9
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (51.8) (46.6) (42.8)
Decrease in notes receivable from unconsolidated subsidiaries 21.6 16.9 9.3
Proceeds from sale of land -- 9.1 --
-------- -------- --------
NET CASH USED IN INVESTING ACTIVITIES (30.2) (20.6) (33.5)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of long-term debt 34.3 39.8 36.2
Repayment of long-term debt (76.1) (49.8) (59.0)
Net increase (decrease) in short-term borrowings 2.1 (39.2) 11.8
Dividends paid (87.6) (102.2) (80.1)
Other financing activity (6.1) (1.8) (1.1)
-------- -------- --------
NET CASH USED IN FINANCING ACTIVITIES (133.4) (153.2) (92.2)
-------- -------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 101.2 87.8 203.2
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 177.1 278.3 366.1
-------- -------- --------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 278.3 $ 366.1 $ 569.3
======== ======== ========
</Table>
K-9
APPENDIX L: LIQUIDATION ANALYSIS
APPENDIX L: LIQUIDATION ANALYSIS
A. INTRODUCTION
If no chapter 11 plan can be confirmed, then the Debtors'
cases may be converted to cases under chapter 7 of the Bankruptcy Code, whereby
a trustee would be elected or appointed to liquidate the assets of the Debtors
for distribution to the holders of Claims in accordance with the strict priority
scheme established by the Bankruptcy Code.
Under chapter 7, the cash amount available for distribution to
Creditors would consist of the proceeds resulting from the disposition of the
unencumbered assets of the Debtors, augmented by the unencumbered cash held by
the Debtors at the time of the commencement of the liquidation cases. This cash
amount would be reduced by the costs and expenses of the liquidation and by such
additional administrative and priority claims that may result from the
termination of the Debtors' businesses and the use of chapter 7 for the purposes
of liquidation.
The Debtors have analyzed liquidation in the context of
chapter 7 and the Liquidation Analysis below reflects the Debtors' estimates
regarding recoveries in a chapter 7 liquidation. The Liquidation Analysis is
based upon the hypothetical disposition of assets and distribution on Claims
under a chapter 7 liquidation in contrast to the distribution of Creditor Cash,
Plan Securities and interests in the Litigation Trust and the Special Litigation
Trust under the Plan. The Liquidation Analysis assumes that, in the chapter 7
cases, the Bankruptcy Court will approve the settlements and compromises
embodied in the Plan and described in the Disclosure Statement (including,
without limitation, the 30/70 compromise regarding the likelihood of substantive
consolidation) as fair and reasonable and will determine that the compromise
represents the best estimate, short of a final determination on the merits, of
how these issues would be resolved. The Liquidation Analysis further takes into
consideration the increased costs of a chapter 7 liquidation, the impact on the
value of the three Operating Entities and the expected delay in distributions to
Creditors.
The Debtors submit that the Liquidation Analysis evidences
that the Plan satisfies the best interest of creditors test and that, under the
Plan, each holder of an Allowed General Unsecured Claim will receive value that
is not less than the amount such holder would receive in a chapter 7
liquidation. Further, the Debtors believe that pursuant to chapter 7 of the
Bankruptcy Code, holders of Enron Subordinated Debenture Claims, Enron Preferred
Equity Interests, Statutorily Subordinated Claims, Enron Common Equity Interests
and Other Equity Interests would receive no distributions.
B. VARIANCE
Estimating recoveries in any chapter 7 case is an uncertain
process due to the number of unknown variables such as business, economic and
competitive contingencies beyond the chapter 7 trustee's control and this
uncertainty is further aggravated by the complexities of these Chapter 11 Cases.
The underlying projections contained in the Liquidation Analysis have not been
compiled or examined by
L-1
independent accountants. The Debtors make no representations regarding the
accuracy of the projections or a chapter 7 trustee's ability to achieve
forecasted results. Many of the assumptions underlying the projections are
subject to significant uncertainties. Inevitably, some assumptions will not
materialize and unanticipated events and circumstances may affect the ultimate
financial results. IN THE EVENT THESE CHAPTER 11 CASES ARE CONVERTED TO CHAPTER
7, ACTUAL RESULTS MAY VARY MATERIALLY FROM THE ESTIMATES AND PROJECTIONS SET
FORTH IN THE LIQUIDATION ANALYSIS. As such, the Liquidation Analysis is
speculative in nature.
C. ASSUMPTIONS
For purposes of the Liquidation Analysis, the Debtors
considered many factors and made certain assumptions. Those assumptions that the
Debtors consider significant are described below.
1. GENERAL
a. CONVERSION: Each of the Chapter 11 Cases are converted to
chapter 7 on January 1, 2004.
b. APPOINTMENT OF CHAPTER 7 TRUSTEE: One chapter 7 trustee is
appointed to liquidate and wind down these estates. It should be noted that the
selection of a separate chapter 7 trustee for one or more of the Debtors could
result in higher administrative expenses associated with the chapter 7 cases.
c. CHAPTER 7 TRUSTEE: The chapter 7 trustee would retain
professionals (investment bankers, law firms, accounting firms, consultants,
forensic experts, etc.) to assist in the liquidation and wind down of the
Debtors' estates. While the chapter 7 trustee may retain certain of the Debtors'
Chapter 11 Professionals for discrete projects, given that most (if not all) of
these professionals will hold claims in the chapter 7 cases, it is assumed that
the chapter 7 trustee's primary investment banking, legal, accounting,
consulting and forensic support would be provided by new professionals.
d. START-UP TIME: Given the complexity of these Chapter 11
Cases and the underlying assets and claims, it is anticipated that the chapter 7
trustee and any newly retained professionals will require three to six months to
familiarize themselves with the estates, the assets, the claims and related
matters. It is further anticipated that it will take an additional three to six
months before they begin marketing assets or litigating claims.
e. GLOBAL COMPROMISE: To conserve resources and reduce the
delay on making distributions, the Bankruptcy Court approves the settlements and
compromises embodied in the Plan and described in the Disclosure Statement
(including, without limitation, the 30/70 compromise regarding the likelihood of
substantive consolidation and the exclusion of the Portland Debtors from that
compromise) as fair and reasonable and determines that the compromise represents
the best estimate, short of a final determination on the merits, of how these
issues would be resolved.
L-2
f. CHAPTER 7 COMMITTEE(S): No committees are formed under
section 705 of the Bankruptcy Code or, to the extent that one or more committees
are formed, the Debtors' estates are not obligated to pay fees or expenses
associated with any such committees.
g. CONSOLIDATION FOR ADMINISTRATIVE PURPOSES. This analysis
assumes that the Debtors are consolidated for administrative purposes during the
chapter 7 process. Should one or more Debtors be handled through a separate
chapter 7 process, the administrative costs related to that Debtor or those
Debtors could be substantially higher than the costs assumed in this analysis.
2. ASSETS
a. CASH: Beginning cash balances are based on projected cash
balances and were not subjected to a discount factor.
b. OPERATING ENTITIES: The Bankruptcy Court would require that
the Operating Entities be liquidated and cash proceeds distributed to Creditors,
rather than distributing the stock of such entities to the Creditors as proposed
in the Plan. The estimated proceeds for the sale or other disposition of the
Operating Entities take into consideration (i) the valuations set forth in the
Disclosure Statement for each of the Operating Entities; (ii) offers received to
date for the Operating Entities and/or their underlying assets; (iii) discounts
to the extent determined applicable to reflect pressure created by time
limitations, potential deterioration of the underlying businesses due to failure
to confirm a plan and conversion of these Chapter 11 Cases; and (iv) the fact
that the chapter 7 trustee and, to the extent applicable, the trustee's
professionals would lack historical knowledge as to the assets being sold.
Rather than sell the Operating Entities as a going concern, the chapter 7
trustee might elect, instead, to sell discrete businesses within each of the
Operating Entities and shut down or otherwise liquidate the remaining
businesses. It is assumed that the Bankruptcy Court would allow the chapter 7
trustee sufficient time to market the Operating Entities, as well as some
discretion as to timing depending upon fluctuations in the market, changes in
the applicable industries and other commercial concerns. Accordingly, it is
assumed that the Operating Entities are each sold as going concerns on or before
December 31, 2006. However, there can be no assurances that the Operating
Entities could be sold as going concerns or otherwise on or before December 31,
2006.
c. REMAINING ASSETS: The Remaining Assets are each sold, shut
down or otherwise liquidated on or before December 31, 2006. The estimated
proceeds for the sale or other disposition of the Remaining Assets do not
receive any discount. While actual proceeds could be discounted due to time
limitations, potential deterioration of underlying assets due to failure to
confirm a plan and conversion of these Chapter 11 Cases, and the fact that the
chapter 7 trustee and, to the extent applicable, the trustee's professionals
would lack historical knowledge as to the assets being sold, any such discount
is considered to be immaterial.
L-3
d. AVOIDANCE ACTIONS: Consistent with the calculation of the
estimated recoveries under the Plan, no values are included for recoveries from
avoidance actions.
e. FINANCIAL INSTITUTION ACTIONS: Consistent with the
calculation of the estimated recoveries under the Plan, no values are included
for recoveries from actions against financial institutions.
f. OTHER LITIGATION: Consistent with the calculation of the
estimated recoveries under the Plan, no values are included for recoveries from
other litigation.
3. COSTS
a. EMPLOYEES: The chapter 7 trustee will require approximately
1,038 employees as of January 1, 2004 with the number of employees required
diminishing gradually over the first three years following appointment and
continuing more rapidly thereafter. The Liquidation Budget set forth below
covers the period including January 1, 2004 through December 31, 2006, but it is
assumed that the liquidation process would continue for several more years
beyond 2006.
b. TRUSTEE FEES: The chapter 7 trustee would be compensated in
accordance with the guidelines of section 326 of the Bankruptcy Code.
c. PROFESSIONAL FEES - GENERAL: Given that the chapter 7
trustee and, to the extent applicable, the trustee's professionals must
familiarize themselves with the Debtors, their estates, their assets and the
claims asserted against them, it is anticipated that the chapter 7 trustee's
professionals' fees would be higher than the estimated professionals' fees to be
incurred by the Reorganized Debtors following confirmation and consummation of
the Plan. These increased expenses are further exacerbated by the contemplated
post-conversion efforts to market and sell the Operating Entities in whole or in
part in a chapter 7 liquidation.
d. PROFESSIONAL FEES - INVESTMENT BANKERS: It is assumed that
the chapter 7 trustee would have to retain investment bankers, who would be
compensated at current market rate, including a percentage of any sale proceeds.
e. PROFESSIONAL FEES - LAW FIRMS: It is assumed that the
chapter 7 trustee would retain at least two primary law firms compensated at
current market rate consistent with rates charged by the Debtors and Creditors'
Committee's professionals in the Chapter 11 Cases. In addition, law firms
currently engaged by the Debtors to prosecute or defend pending litigation are
anticipated to be retained to continue such work following conversion to chapter
7.
f. PROFESSIONAL FEES - OTHER: The chapter 7 trustee also
presumably would have to retain accountants and forensic experts, compensated at
current market rates, to assist in prosecuting and diligencing causes of action,
claims resolution, and litigation of issues otherwise resolved in the
compromises set forth in the Plan.
L-4
4. ESTIMATED RECOVERIES
a. DETERMINATION OF CLAIMS: All Claims are either allowed or
estimated for purposes of establishing a reserve on or before June 30, 2005,
such that first distributions would be made in mid-2005. Final determination of
all disputed Claims completed on or before December 31, 2009.
b. CLASSES OF CLAIMS: The estimated recoveries use the Classes
of General Unsecured Claims established by the Plan are used to facilitate
Creditors' ability to compare the recoveries under the Plan versus recoveries in
a chapter 7 liquidation. A chapter 7 liquidation does not allow for special
treatment for these Claims included in the Convenience Claim Classes under the
Plan. Accordingly, Convenience Claim treatment under the Plan is inapplicable in
a chapter 7, and the estimated Creditor recoveries in a chapter 7 liquidation
set forth below do not include separate treatment for the classes of Convenience
Claims under the Plan.
c. GLOBAL COMPROMISE. As noted above, it is assumed that the
global compromise embodied in the Plan is approved in the chapter 7 cases. In
circumstances in which a Debtor's administrative claims may exceed the value of
its assets, the chapter 7 recovery estimates may be reduced in order to pay in
full Allowed Administrative Claims Expense against such Debtor.
d. TIMING OF DISTRIBUTIONS: While it is currently contemplated
that the first distributions under the Plan would commence in 2004, the Debtors
anticipate that the first distribution to Creditors in a chapter 7 would not be
made until mid-2005. This assumption is based, in part, upon the belief that the
chapter 7 trustee would be reluctant to make interim distributions prior to the
determination of at least 50% of the disputed Claims.
e. GUARANTY CLAIMS: The estimated recoveries use the formula,
as incorporated in the Plan and described in the Disclosure Statement, whereby
holders of Allowed Guaranty Claims are entitled to distributions equal to 100%
of the amount of such Creditor's allocated distribution in the hypothetical
non-consolidation case (i.e., the 70% scenario) and 50% of such Creditor's
allocated distribution in the hypothetical consolidation scenario (i.e., the 30%
scenario).
f. ADDITIONAL CLAIMS: The liquidation of the Debtors will
result in additional Claims being satisfied under chapter 7, including, but not
limited to, Claims arising from the rejection of remaining executory contracts
and unexpired leases. However, due to the uncertainty as to which contracts or
leases would ultimately be rejected and the determination of the amount of any
rejection damages, no such Claims are included in the estimated recoveries.
Accordingly, these Claims would further dilute any recoveries in a chapter 7
liquidation.
g. AMOUNT OF ALLOWED CLAIMS: The determination of the Allowed
Claims is an uncertain process given the number of disputed, contingent and/or
unliquidated claims in these Chapter 11 Cases. No order or findings have been
entered
L-5
by the Bankruptcy Court estimating or otherwise fixing the amount of Allowed
Claims used in the Liquidation Analysis. THE ACTUAL AMOUNT OF ALLOWED CLAIMS
COULD VARY MATERIALLY.
h. INTERCOMPANY CLAIMS. Claim amounts relating to claims of
one Debtor against another Debtor and claims of non-Debtor, majority-owned
affiliates against a Debtor are based on the Debtors' books and records as of
the date hereof and Schedules, as the same may be updated or amended from time
to time.
D. LIQUIDATION ANALYSIS
1. CHAPTER 7 LIQUIDATION PROJECTIONS
The table below presents an estimated Liquidation Budget for
the period including January 1, 2004 through December 31, 2006 in the event
these Chapter 11 Cases are converted to chapter 7. For comparison purposes,
these aggregate projections are for the same time period as included in the
Reorganized Debtors' Budget found at Appendix G. Refer to the description above
regarding the potential for variances.
LIQUIDATION ANALYSIS BUDGET - SUMMARY
JANUARY 1, 2004 - DECEMBER 31, 2006
(In thousands)
<Table>
<Caption>
ESTIMATES
--------------
NET CASH RECEIPTS:
Trading Contracts & Receivables $ 1,133,191
Asset Sales & Other 4,502,295
--------------
TOTAL - NET CASH RECEIPTS 5,635,486
--------------
EXPENSES:
G&A Expenses 343,045
Other Expenses 195,657
Professional Fees 446,523
--------------
TOTAL EXPENSES 985,225
--------------
</Table>
2. ESTIMATED CREDITOR RECOVERIES IN A CHAPTER 7 LIQUIDATION
Relying on the assumptions and the estimated Liquidation
Budget set forth above, the table below summarizes the estimated recoveries on
Allowed General Unsecured Claims and Allowed Guaranty Claims for holders of
general unsecured claims in a chapter 7 liquidation. For comparison purposes,
the estimated recoveries under the Plan are reflected as well.
L-6
<Table>
<Caption>
CHAPTER 7 LIQUIDATION RECOVERY
% REFLECTING 30/70 PLAN
PLAN CLASS DEBTOR COMPROMISE PLAN RECOVERY %
---------- -------- ------------------------------ ---------------
3 EMCC 29.5% 30.8%
4 ENE 15.9% 17.2%
185 ENE 13.2% 14.3%
5 ENA 18.9% 19.8%
187 ENA 16.2% 17.0%
6 EPMI 21.9% 22.6%
7 PBOG 75.2% 75.6%
8 SSLC 12.80% 13.3%
9 EBS 11.4% 12.1%
10 EESO 15.6% 16.1%
11 EEMC 23.5% 24.0%
12 EESI 19.0% 19.6%
13 EES 21.4% 22.6%
14 ETS 75.4% 75.7%
15 BAM 5.4% 5.7%
16 ENA Asset Holdings 5.4% 5.7%
17 EGLI 10.8% 11.2%
18 EGM 5.4% 5.7%
19 ENW 14.2% 14.9%
20 EIM 5.4% 5.7%
21 OEC 13.6% 15.0%
22 EECC 15.9% 17.1%
23 EEOSC 5.4% 5.7%
</Table>
L-7
<Table>
<Caption>
CHAPTER 7 LIQUIDATION RECOVERY
% REFLECTING 30/70 PLAN
PLAN CLASS DEBTOR COMPROMISE PLAN RECOVERY %
---------- -------- ------------------------------ ---------------
24 Garden State 5.4% 5.7%
25 Palm Beach 5.4% 5.7%
26 TSI 15.3% 15.8%
27 EEIS 16.6% 17.7%
28 EESOMI 46.7% 47.1%
29 EFSI 11.4% 11.8%
30 EFM 18.3% 21.3%
31 EBS LP 8.4% 8.9%
32 EESNA 12.0% 12.5%
33 LNG Marketing 75.4% 75.7%
34 Calypso 75.4% 75.7%
35 Global LNG 75.4% 75.7%
36 EIFM 5.4% 5.7%
37 ENGMC 22.7% 23.6%
38 ENA Upstream 5.4% 5.8%
39 ELFI 9.6% 10.1%
40 LNG Shipping 5.4% 5.7%
41 EPSC 6.9% 7.6%
42 ECTRIC 25.0% 25.6%
43 Communications Leasing 18.8% 19.2%
44 Wind 40.1% 40.9%
186 Wind 37.4% 38.1%
</Table>
L-8
<Table>
<Caption>
CHAPTER 7 LIQUIDATION RECOVERY
% REFLECTING 30/70 PLAN
PLAN CLASS DEBTOR COMPROMISE PLAN RECOVERY %
---------- -------- ------------------------------ ---------------
45 Wind Systems 44.9% 45.5%
46 EWESC 61.4% 62.1%
47 Wind Maintenance 5.4% 5.7%
48 Wind Constructors 34.0% 34.8%
49 EREC I 44.9% 45.5%
50 EREC II 34.0% 34.8%
51 EREC III 61.4% 62.1%
52 EREC IV 5.4% 5.7%
53 EREC V 40.1% 40.9%
54 Intratex 5.4% 5.7%
55 EPPI 5.4% 5.7%
56 Methanol 5.4% 5.7%
57 Ventures 14.3% 14.7%
58 Enron Mauritius 5.4% 5.7%
59 India Holdings 5.4% 5.7%
60 OPP 75.4% 75.7%
61 NETCO 75.4% 75.7%
62 EESSH 38.6% 40.8%
63 Wind Development 74.6% 75.3%
64 ZWHC 5.4% 5.7%
65 Zond Pacific 5.4% 5.7%
66 ERAC 22.0% 22.8%
67 NEPCO 5.4% 5.7%
</Table>
L-9
<Table>
<Caption>
CHAPTER 7 LIQUIDATION RECOVERY
% REFLECTING 30/70 PLAN
PLAN CLASS DEBTOR COMPROMISE PLAN RECOVERY %
---------- -------- ------------------------------ ---------------
68 EPICC 5.4% 5.7%
69 NEPCO Power Procurement 5.4% 5.7%
70 NEPCO Services International 5.4% 5.7%
71 San Juan Gas 5.4% 5.7%
72 EBF LLC 75.4% 75.7%
73 Zond Minnesota 6.8% 7.3%
74 EFII 5.4% 20.5%
75 E Power Holdings 43.2% 46.4%
76 EFS-CMS 5.4% 5.7%
77 EMI 10.8% 11.6%
78 Expat Services 20.7% 23.6%
79 Artemis 16.6% 17.7%
80 CEMS 19.7% 20.7%
81 LINGTEC 10.1% 11.0%
82 EGSNVC 6.5% 7.0%
83 LGMC 8.3% 8.7%
84 LRC 14.7% 15.9%
85 LGMI 12.8% 13.5%
86 LRCI 14.7% 15.2%
87 ECG 5.4% 5.7%
88 EnRock Management 75.4% 75.7%
</Table>
L-10
<Table>
<Caption>
CHAPTER 7 LIQUIDATION RECOVERY
% REFLECTING 30/70 PLAN
PLAN CLASS DEBTOR COMPROMISE PLAN RECOVERY %
---------- -------- ------------------------------ ---------------
89 ECI Texas 75.4% 75.7%
90 EnRock 44.0% 44.4%
91 ECI Nevada 19.0% 23.6%
92 Alligator Alley 5.4% 5.7%
93 Enron Wind Storm Lake I 5.4% 5.7%
94 ECTMI 75.4% 75.7%
95 EnronOnline, LLC 15.9% 16.5%
96 St. Charles Development 5.4% 5.7%
97 Calcasieu 5.4% 5.7%
98 Calvert City Power 5.4% 5.7%
99 Enron ACS 5.4% 5.7%
100 LOA 36.7% 39.8%
101 ENIL 6.4% 6.9%
102 EI 5.4% 5.7%
103 EINT 9.0% 11.8%
104 EMDE 7.1% 7.5%
105 WarpSpeed 5.4% 5.7%
106 Modulus 75.4% 75.7%
107 ETI 5.4% 5.7%
108 DSG 5.4% 5.7%
109 RMTC 75.4% 75.7%
</Table>
L-11
<Table>
<Caption>
CHAPTER 7 LIQUIDATION RECOVERY
% REFLECTING 30/70 PLAN
PLAN CLASS DEBTOR COMPROMISE PLAN RECOVERY %
---------- -------- ------------------------------ ---------------
110 Omicron 5.4% 5.7%
111 EFS I 52.7% 54.9%
112 EFS II 5.4% 5.7%
113 EFS III 75.4% 75.7%
114 EFS V 75.4% 75.7%
115 EFS VI 75.4% 75.7%
116 EFS VII 5.4% 5.7%
117 EFS IX 75.4% 75.7%
118 EFS X 5.4% 5.7%
119 EFS XI 5.5% 5.9%
120 EFS XII 9.1% 9.4%
121 EFS XV 5.4% 5.7%
122 EFS XVII 75.4% 75.7%
123 Jovinole 5.4% 5.7%
124 EFS Holdings 17.3% 18.5%
125 EOS 19.9% 21.7%
126 Green Power 46.7% 48.4%
127 TLS 23.2% 24.3%
128 ECT Securities Limited 9.2% 9.6%
Partnership
129 ECT Securities LP 5.4% 5.7%
130 ECT Securities GP 5.4% 5.7%
131 KUCC Cleburne 5.4% 5.7%
</Table>
L-12
<Table>
<Caption>
CHAPTER 7 LIQUIDATION RECOVERY
% REFLECTING 30/70 PLAN
PLAN CLASS DEBTOR COMPROMISE PLAN RECOVERY %
---------- -------- ------------------------------ ---------------
132 EIAM 75.4% 75.7%
133 EBPHXI 5.4% 5.7%
134 EHC 75.4% 75.7%
135 EDM 5.4% 75.7%
136 EIKH 75.4% 75.7%
137 ECHVI 5.4% 5.7%
138 EIAC 14.4% 75.7%
139 EBPIXI 5.4% 5.7%
140 Paulista 5.4% 5.7%
141 EPCSC 75.4% 75.7%
142 Pipeline Services 5.4% 5.7%
143 ETPC 75.4% 75.7%
144 ELSC 75.4% 75.7%
145 EMMS 6.6% 8.1%
146 ECFL 75.4% 75.7%
147 EPGI 75.4% 75.7%
148 Transwestern Gathering 75.4% 75.7%
149 Enron Gathering 75.4% 75.7%
150 EGP 5.5% 5.8%
151 EAMR 5.4% 5.7%
152 EBPHI 18.2% 21.8%
153 EBHL 10.9% 11.9%
</Table>
L-13
<Table>
<Caption>
CHAPTER 7 LIQUIDATION RECOVERY
% REFLECTING 30/70 PLAN
PLAN CLASS DEBTOR COMPROMISE PLAN RECOVERY %
---------- -------- ------------------------------ ---------------
154 Enron Wind Storm Lake II 5.4% 5.7%
155 EREC 9.0% 9.4%
156 EA III 20.1% 21.0%
157 EWLB 26.7% 27.4%
158 SCC 18.2% 19.7%
159 EFS IV 26.8% 27.2%
160 EFS VIII 42.3% 42.8%
161 EFS XIII 75.4% 75.7%
162 ECI 9.2% 9.7%
163 EPC 28.9% 31.2%
189 EPC 26.2% 28.4%
164 Richmond Power 5.4% 5.7%
165 ECTSVC 11.7% 12.7%
166 EDF 16.7% 20.1%
167 ACFI 11.9% 13.6%
188 ACFI 9.2% 10.7%
168 TPC 66.6% 75.7%
169 APACHI 30.2% 33.0%
170 EDC 15.7% 17.6%
171 ETP 75.4% 75.7%
172 NSH 75.4% 75.7%
173 Enron South America 17.7% 25.7%
</Table>
L-14
<Table>
<Caption>
CHAPTER 7 LIQUIDATION RECOVERY
% REFLECTING 30/70 PLAN
PLAN CLASS DEBTOR COMPROMISE PLAN RECOVERY %
---------- -------- ------------------------------ ---------------
174 EGPP 49.5% 56.2%
175 Cabazon Power 75.4% 75.7%
176 Cabazon Holdings 75.4% 75.7%
177 Enron Caribbean 11.7% 16.4%
178 Victory Garden 5.4% 5.7%
179 Oswego Cogen 8.1% 8.4%
180 EEPC 17.7% 19.0%
181 PGH 54.8% 54.8%
182 PTC 0.0% 0.0%
</Table>
L-15
APPENDIX M: SUBSTANTIVE CONSOLIDATION ANALYSIS
APPENDIX M: SUBSTANTIVE CONSOLIDATION ANALYSIS
A. EQUITABLE REMEDY OF SUBSTANTIVE CONSOLIDATION
Substantive consolidation is a judicially created equitable remedy
whereby the assets and liabilities of two or more entities are pooled, and the
pooled assets are aggregated and used to satisfy the claims of creditors of all
the consolidated entities. Typically, substantive consolidation eliminates
intercompany claims and any issues concerning ownership of assets among the
consolidated entities, as well as guaranty claims against any consolidated
entity that guaranteed the obligations of another consolidated entity. As
explained in Union Savings Bank v. Augie/Restivo Baking Co. (In re Augie/Restivo
Baking Co.), 860 F.2d 515, 518 (2d Cir. 1988), the "sole purpose of substantive
consolidation is to ensure the equitable treatment of all creditors." The
federal court of appeals with jurisdiction over these Chapter 11 Cases has
articulated a two-fold, disjunctive test for substantive consolidation: (i)
whether creditors dealt with the entities as a single economic unit and did not
rely on their separate identity in extending credit such that consolidation is
fair from the vantage point of creditor expectations, taking into account any
prejudice to particular creditors resulting from the consolidation, or (ii)
whether the assets and liabilities of the entities in question are sufficiently
entangled such that the process of untangling them would be so time-consuming
and costly that it is not in the interest of the creditors to complete that
process. Whether substantive consolidation is appropriate in a given case
requires an intensive analysis of the facts pertaining to each entity proposed
to be consolidated, including, but not limited to, the relationships and
transactions among the entities in question and each entity's disclosures to and
transactions with creditors.
B. DILIGENCE PROCESS
Following the Initial Petition Date, the Debtors undertook a
diligence process to ascertain whether substantive consolidation would be an
appropriate remedy for some or all of the Debtors in these Chapter 11 Cases. As
part of this process, the Debtors reviewed and considered the Debtors' books and
records, public filings, key contracts, and other documents, as well as the
facts and legal theories underlying various related inter-estate issues. In
addition, they conducted numerous interviews of current and former employees,
analyzed the relevant legal standards, and evaluated the relationships between
certain of the Debtors and their largest Creditors.
Through this process, the Debtors concluded that, for each of the
Debtors, there are relevant facts weighing both for and against substantive
consolidation. Among the many facts considered relevant to the substantive
consolidation analysis, there are certain universal or nearly universal facts,
including, but not limited to, the following:
(i) each of the Debtors was able to prepare and file separate
Schedules listing their prepetition assets and liabilities;
(ii) separate books and records were maintained for each of
the Debtors prepetition;
M-1
(iii) prepetition, a consolidated federal tax return was filed
including most of the Debtors but, to the extent applicable, individual state
tax returns were prepared and filed for each of the Debtors;
(iv) prepetition, each of the Debtors observed corporate
formalities including conducting periodic board meetings and annual shareholder
meetings; however, other than the meetings held for ENE, the vast majority of
these meetings were by written consent, rather than through in-person meetings
involving debate and discussion;
(v) for substantially all of the Debtors, overlap existed as
to the officers and directors of each Debtor and the officers and directors of
other Debtors;
(vi) substantially all of the Debtors directly or indirectly
participated in the centralized cash-management system maintained by ENE
prepetition;
(vii) substantially all of the Debtors received direct or
indirect prepetition credit support from ENE through intercompany loans (whether
directly to the Debtor or indirectly to the Debtor through the Debtor's
parent(s)), guaranties, indemnities, or other means of support;
(viii) with very few exceptions, prior to the Initial Petition
Date, none of the Debtors disseminated financial information to creditors or
potential creditors or otherwise made such information available other than the
consolidated financial statements of ENE and its subsidiaries;
(ix) of the Debtors, ENE was the only entity with a credit
rating by the major domestic rating agencies, and ENA became unable to continue
its business operations upon the downgrade of ENE's credit rating.
(x) although some costs were allocated to subsidiaries,
prepetition, ENE absorbed substantial overhead costs for most (if not all) of
the Debtors;
(xi) substantially all of the Debtors utilized ENE's
centralized services for risk management, insurance procurement, legal, benefits
and similar services;
(xii) although the internal transaction approval process for
all of the Debtors did not expressly require approval of the board of the entity
engaged in the transaction, it did require, depending on the dollar amount and
type of transaction, approval by the head of the applicable business unit (who
might not be an officer or director of that entity), the head of the applicable
business segment (who might not be an officer or director of that entity), the
Office of the Chair of ENE, and/or the Board of Directors of ENE; and
(xiii) Enron accounting policies permitted non-cash
settlements of intercompany obligations by transferring intercompany receivables
to ENE in exchange for a receivable from ENE and intercompany payables to ENE in
exchange for a payable to ENE. After the completion of a non-cash settlement,
the entity with the
M-2
original payable would have a payable to ENE. The entity with the original
receivable would have a receivable from ENE. For example, if EGM had a $1
million receivable from ENA, EGM would exchange its receivable from ENA for a $1
million receivable from ENE and ENA would exchange its payable to EGM for a $1
million payable to ENE. This would leave ENA with no liability to EGM (and EGM
no receivable from ENA); ENA would have a $1 million payable to ENE and ENE
would have a $1 million payable to EGM.
The foregoing provides a brief summary of the facts weighing both
for and against substantive consolidation. In addition, the matrices set forth
below contain a more detailed listing of common facts relevant to this analysis
as compiled by the Debtors. While there are additional relevant facts applicable
to most of the Debtors, there are also extensive entity-specific facts. Because
of the complexity of these Chapter 11 Cases and the fact-intensive nature of the
inquiry, it is impossible to include an exhaustive analysis of these issues for
each and every Debtor. The overwhelming incidence of common facts relevant to
this analysis provides the basis for inclusion of all of the Debtors (other than
the Portland Debtors) in the Plan compromise.
C. VARIANCE
Because substantive consolidation is an equitable doctrine that is
not easily quantifiable, and because no single factor is dispositive as to
whether substantive consolidation is appropriate in a given circumstance, the
matrices below do not correlate to ascribing specific probabilities. Such an
assessment is inherently subjective and the relevance of the underlying data may
be subject to differing interpretations. Although advisors to the Debtors have
reviewed the accuracy of the data compiled by the Debtors, no representations
can be made that the information is correct or complete. In addition, these
matrices merely summarize the factual findings reached by the Debtors after
performing diligence so as to provide a basis for Creditors and the Bankruptcy
Court to find that the Plan's global compromise is within the range of
reasonableness for each of the Debtors (other than the Portland Debtors). These
summary findings are not comprehensive as to each factor or all factual data
relevant to substantive consolidation. Moreover, as summaries, the matrices may
not reflect certain nuances in the factual data relevant to substantive
consolidation that do not lend themselves to easy categorization as to whether
they support or refute substantive consolidation. The number of questions on the
matrices answered "S/C," for arguably supportive of substantive consolidation,
or "No S/C," for arguably supportive of no substantive consolidation is not
indicative of the likelihood of substantive consolidation because not all
factors are equally probative of substantive consolidation. Rather, the presence
of "S/C" and "No S/C" factors demonstrates the reason why the Debtor is included
in the 30/70 compromise as falling within the range of reasonableness.
M-3
D. ASSUMPTIONS
The following are significant assumptions and limitations underlying
the information contained in the matrices:
1. The Portland Debtors were excluded from the analysis on substantive
consolidation because, in contrast to the other Debtors, the
Portland Debtors were not integrated into the Enron Companies'
centralized processes. Specifically, the Portland Debtors did not:
(i) participate in the centralized cash management process at any
time, (ii) regularly obtain credit support in the form of
guaranties, indemnities, or related support, or (iii) typically
utilize the centralized accounting, information services, legal,
risk assessment, insurance, and/or tax services provided by ENE to
most other Enron Companies. On a day to day basis, the Portland
Debtors were operated separate and apart from the Other Enron
Companies without the involvement of senior management at ENE.
2. The 5 EREC Debtors were not included in the substantive
consolidation analysis because they were not in existence as of the
period of review (prior to December 2, 2001). The EREC Debtors were
created immediately prior to the bankruptcy filing of the Wind
Entities on February 20, 2002, as LLC entities to succeed the Wind
corporate entities in conjunction with the asset sale to GE Power
Systems.
3. In responding to question 1, regarding whether, as of the Initial
Petition Date, the Debtor was directly or indirectly wholly owned by
ENE, the chart for some Debtors may reflect that the answer to this
question is undetermined at this time due to a variety of factors,
including potential litigation. The Debtors reserve their right to
assert that these entities are wholly owned by ENE. As of the
Initial Petition Date, three debtors were not wholly owned by ENE:
EnRock Management, LLC, EnRock, LP, and EPower Holdings Corp.
4. In preparing the responses to Question 4, regarding whether a Debtor
was charged for the use of ENE's legal address, office space, or
other facilities, the Debtors reviewed intercompany accounts for
each Debtor to determine if any charge was incurred.
5. In answer to Questions 11 and 12 regarding any overlap between
directors or executives of a Debtor and those of ENE or other
Debtors, there were 21 directors or executives of ENE who
collectively served as directors or executives of 118 other Debtors.
For purposes of this analysis, "executives" were considered to be
anyone holding the title of vice president or above. Please refer to
the individual schedules below for additional detail.
6. Regarding Question 22, on whether in the 18 months preceding the
Initial Petition Date Debtor received funding for its business
activities from ENE, the responses are limited to the time period 18
months prior to the Initial Petition
M-4
Date because data before this date was not readily available given
that the Debtors converted to a new computerized accounting system
at that time. The difficulty in reconstructing financial information
prior to this 18-month period has been cited by proponents of
substantive consolidation as a basis for such remedy.
7. Regarding Question 22, on whether in the 18 months preceding the
Initial Petition Date Debtor received funding for its business
activities from ENE, the responses were calculated by looking at
intercompany balance detail for intercompany accounts recorded as
well as any formal intercompany loans. The responses to this
question do not reflect any funding from intercompany cash
"circles." Refer to Appendix N.D.2., "Cash Circles," for additional
information.
8. Interested parties should refer to Appendix C for information
regarding whether Debtors have any outstanding prepetition payables
to other Debtors or prepetition receivables from other Debtors.
E. SUBSTANTIVE CONSOLIDATION MATRIX
M-5
SUMMARY OF SUBSTANTIVE CONSOLIDATION FACTORS
SUMMARY OF FINDINGS SUMMARY OF CONCLUSIONS
-------------------------------------- ---------------------------------------------
# FACTOR YES YES % NO NO % N/A N/A % S/C S/C % NO S/C NO S/C % N/A N/A %
AS OF THE INITIAL PETITION DATE, WAS
DEBTOR DIRECTLY OR INDIRECTLY WHOLLY
1 OWNED BY ENE? 168 97% 3 2% 2 1% 168 97% 3 2% 2 1%
WAS DEBTOR'S LEGAL ADDRESS 1400
2 SMITH STREET, HOUSTON, TEXAS? 114 66% 59 34% -- 0% 114 66% 59 34% -- 0%
DID DEBTOR SHARE OFFICE SPACE OR
3 OTHER FACILITIES WITH ENE? 27 16% 145 84% 1 1% 27 16% 145 84% 1 1%
IF EITHER OF THE TWO PRECEDING
QUESTIONS WERE ANSWERED "YES," WAS
DEBTOR CHARGED FOR THE USE OF SUCH
LEGAL ADDRESS, OFFICE SPACE OR
4 OTHER FACILITIES? 24 14% 90 52% 59 34% 90 52% 24 14% 59 34%
PRIOR TO THE INITIAL PETITION DATE,
WERE SEPARATE BOOKS AND RECORDS
5 MAINTAINED FOR DEBTOR? 171 99% 2 1% -- 0% 2 1% 171 99% -- 0%
DID DEBTOR FILE SCHEDULES OF
LIABILITIES REFLECTING DEBTOR'S
6 LIABILITIES AS OF ITS PETITION DATE? 173 100% -- 0% -- 0% -- 0% 173 100% -- 0%
DID DEBTOR FILE SCHEDULES OF ASSETS
REFLECTING DEBTOR'S ASSETS AS OF ITS
7 PETITION DATE? 173 100% -- 0% -- 0% -- 0% 173 100% -- 0%
WAS DEBTOR IDENTIFIED AS LEGAL
8 EMPLOYER OF ANY EMPLOYEES? 47 27% 126 73% -- 0% 126 73% 47 27% -- 0%
IF DEBTOR UTILIZED SUPPORT SERVICES
(INCLUDING, BUT NOT LIMITED TO,
ACCOUNTING, INFORMATION SERVICES,
LEGAL, RISK ASSESSMENT, INSURANCE,
AND/OR TAX) PROVIDED BY ENE, WAS
DEBTOR CHARGED FOR UTILIZING SUCH
9 SUPPORT SERVICES? 14 8% 158 91% 1 1% 158 91% 14 8% 1 1%
IF DEBTOR UTILIZED THE SERVICES OF
EMPLOYEES OF ENRON SERVICE
COMPANIES, EXCLUDING ENE, WAS DEBTOR
CHARGED FOR THE USE OF SUCH
10 EMPLOYEES? 56 32% 117 68% -- 0% 117 68% 56 32% -- 0%
DURING THE TWO YEARS PRIOR TO THE
INITIAL PETITION DATE, WAS THERE AN
OVERLAP BETWEEN DIRECTORS/EXECUTIVES
OF DEBTOR AND DIRECTORS/EXECUTIVES
OF ENE? IF YES, HOW MANY INDIVIDUALS
11 OVERLAPPED? 118 68% 54 31% 1 1% 118 68% 54 31% 1 1%
DURING THE TWO YEARS PRIOR TO THE
INITIAL PETITION DATE, WAS THERE AN
OVERLAP BETWEEN DIRECTORS/EXECUTIVES
OF DEBTOR AND DIRECTORS/EXECUTIVES
OF DEBTORS OTHER THAN ENE? IF YES,
12 HOW MANY INDIVIDUALS OVERLAPPED? 154 89% 19 11% -- 0% 154 89% 19 11% -- 0%
AS OF THE INITIAL PETITION DATE, DID
DEBTOR PARTICIPATE IN THE ENE
13 CENTRALIZED CASH MANAGEMENT SYSTEM? 83 48% 90 52% -- 0% 83 48% 90 52% -- 0%
WAS DEBTOR INCLUDED IN ENE'S 2001
CONSOLIDATED FEDERAL INCOME TAX
14 RETURNS? 129 75% 44 25% -- 0% 129 75% 44 25% -- 0%
DID DEBTOR FILE SEPARATE STATE OR
15 LOCAL TAX RETURNS? 124 72% 49 28% -- 0% 49 28% 124 72% -- 0%
WAS DEBTOR INCLUDED IN ENE'S
CONSOLIDATED PUBLICLY DISSEMINATED
16 FINANCIAL REPORTS? 173 100% -- 0% -- 0% 173 100% -- 0% -- 0%
DID DEBTOR DISSEMINATE DEBTOR-
SPECIFIC FINANCIAL INFORMATION SUCH
THAT A THIRD PARTY COULD ASSESS
DEBTOR'S SEPARATE CREDITWORTHINESS
17 PRIOR TO EXTENDING CREDIT? 2 1% 171 99% -- 0% 171 99% 2 1% -- 0%
WAS DEBTOR GIVEN A CREDIT RATING
SEPARATE AND APART FROM ENE'S CREDIT
18 RATING? -- 0% 172 99% 1 1% 172 99% -- 0% 1 1%
DID DEBTOR RECEIVE ENE CREDIT
19 SUPPORT IN THE FORM OF GUARANTIES? 46 27% 126 73% 1 1% 46 27% 126 73% 1 1%
DID DEBTOR RECEIVE ENE CREDIT
SUPPORT IN THE FORM OF AN ENE
GUARANTY OF AN AFFILIATE'S GUARANTY
20 OF DEBTOR'S OBLIGATIONS? 2 1% 170 98% 1 1% 2 1% 170 98% 1 1%
DID DEBTOR RECEIVE CREDIT SUPPORT IN
THE FORM OF LETTERS OF CREDIT ISSUED
21 BY ENE ON ITS BEHALF? 26 15% 146 84% 1 1% 26 15% 146 84% 1 1%
IN THE EIGHTEEN MONTHS PRECEDING THE
INITIAL PETITION DATE, DID DEBTOR
RECEIVE FUNDING FOR ITS BUSINESS
22 ACTIVITIES FROM ENE? 77 45% 95 55% 1 1% 77 45% 95 55% 1 1%
DID DEBTOR TRANSACT SUBSTANTIALLY
ALL OF ITS BUSINESS WITH ONE OR MORE
23 OF THE OTHER ENRON COMPANIES? 101 58% 72 42% -- 0% 101 58% 72 42% -- 0%
WAS DEBTOR REQUIRED TO SUBMIT
MATERIAL TRANSACTIONS FOR APPROVAL
TO THE ENE BOARD, ENE OFFICE OF THE
CHAIR AND/OR ENE RISK ASSESSMENT AND
24 CONTROL GROUP? 173 100% -- 0% -- 0% 173 100% -- 0% -- 0%
IN ADDITION TO ANY APPROVALS
REQUIRED AT THE ENE LEVEL, DID
DEBTOR SUBMIT MATERIAL TRANSACTIONS
25 TO ITS OWN BOARD FOR APPROVAL? 53 31% 119 69% 1 1% 119 69% 53 31% 1 1%
DID DEBTOR CONDUCT ALL STATUTORILY
OR OTHERWISE REQUIRED BOARD (FOR
CORPORATIONS) OR MANAGEMENT/
PARTNERSHIP MEETINGS (FOR LIMITED
LIABILITY COMPANIES AND
26 PARTNERSHIPS)? 173 100% -- 0% -- 0% -- 0% 173 100% -- 0%
IF EITHER OF THE TWO PRECEDING
QUESTIONS WERE ANSWERED "YES," WERE
THE DECISIONS SUBSTANTIALLY ALL MADE
OR MEETINGS SUBSTANTIALLY ALL HELD
27 BY WRITTEN CONSENT? 169 98% 3 2% 1 1% 169 98% 3 2% 1 1%
IF DEBTOR WAS FORMED BY THE ENRON
COMPANIES, WERE ALL CORPORATE
FORMALITIES OBSERVED IN THE
28 FORMATION? 129 75% -- 0% 44 25% -- 0% 129 75% 44 25%
RATHER THAN SETTLING INTERCOMPANY
OBLIGATIONS IN CASH, DID THE DEBTOR
EVER SETTLE INTERCOMPANY BALANCES
WITH ENRON ENTITIES OTHER THAN ENE
BY TRANSFERRING INTERCOMPANY
29 OBLIGATIONS TO ENE? 102 59% 70 40% 1 1% 102 59% 70 40% 1 1%
AS OF THE INITIAL PETITION DATE, WAS
THE DEBTOR OBLIGATED ON INTERCOMPANY
PAYABLES TO FIVE OR MORE OF THE
30 OTHER DEBTORS? 52 30% 121 70% -- 0% 52 30% 121 70% -- 0%
AS OF THE INITIAL PETITION DATE, WAS
THE DEBTOR HOLDING INTERCOMPANY
RECEIVABLES FROM FIVE OR MORE OF THE
31 OTHER DEBTORS? 35 20% 138 80% -- 0% 35 20% 138 80% -- 0%
Debtor: Artemis Associates, L.L.C.
As of 12/2/01, Direct Subsidiary of: Omicron Enterprises, Inc
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Formed 1998
Debtor # 77
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? No No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Atlantic Commercial Finance, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Corp
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1995
Debtor # 165
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 4 of 6 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 6 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: BAM Lease Company
As of 12/2/01, Direct Subsidiary of: Enron Corp.
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 2000
Debtor # 13
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 2 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Cabazon Holdings L.L.C.
As of 12/2/01, Direct Subsidiary of: Enron Wind Cabazon Funding LLC - 99%
Enron Wind Cabazon LLC - 1%
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Formed 1999
Debtor # 176
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes,2 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Cabazon Power Partners LLC
As of 12/2/01, Direct Subsidiary of: Cabazon Holdings LLC
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Formed 1998
Debtor # 175
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 2 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Calcasieu Development Company,
L.L.C.
As of 12/2/01, Direct Subsidiary of: Delta Land Development Company,
L.L.C.
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 2000
Debtor # 95
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 2 of 8 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 8 No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Calvert City Power I, L.L.C.
As of 12/2/01, Direct Subsidiary of: Enron North America
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1998
Debtor # 96
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 2 of
executives of ENE? If yes, how many individuals overlapped? 7 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 7 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Calypso Pipeline, LLC
As of 12/2/01, Direct Subsidiary of: Enron Global LNG LLC
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 2001
Debtor # 32
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 3 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Clinton Energy Management
Services, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Corp.
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Formed 1996
Debtor # 78
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 2 of
executives of ENE? If yes, how many individuals overlapped? 16 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 16 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: DataSystems Group Inc.
As of 12/2/01, Direct Subsidiary of: Enron Broadband Services, Inc.
Business Segment as of 12/2/01: Broadband
Formed or Acquired by Enron Companies: Acquired 1999
Debtor # 106
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 3 of
executives of ENE? If yes, how many individuals overlapped? 8 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 8 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: E Power Holdings Corp.
As of 12/2/01, Direct Subsidiary of: Enron NipponHoldings LLC 76%
remaining 24% held by
non-Enron entities.
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Acquired 1999
Debtor # 73
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? No No S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 2
executives of ENE? If yes, how many individuals overlapped? of 12 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 6 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EBF LLC
As of 12/2/01, Direct Subsidiary of: Enron North America
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 2001
Debtor # 70
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? No No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: ECI-Nevada Corp.
As of 12/2/01, Direct Subsidiary of: Enron Broadband Services, Inc
Business Segment as of 12/2/01: Broadband
Formed or Acquired by Enron Companies: Formed 1999
Debtor # 89
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes,
executives of ENE? If yes, how many individuals overlapped? 3 of 6 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 6 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: ECI-Texas, L.P.
As of 12/2/01, Direct Subsidiary of: General Partner -
Enron Communications, Inc. -
1% Limited Partner -
ECI-Nevada Corp. - 99%
Business Segment as of 12/2/01: Broadband
Formed or Acquired by Enron Companies: Formed 1999
Debtor # 87
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ No No S/C
executives of ENE? If yes, how many individuals overlapped?
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? No No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: ECT Merchant Investments Corp.
As of 12/2/01, Direct Subsidiary of: Enron North America
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1998
Debtor # 92
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 5 of
executives of ENE? If yes, how many individuals overlapped? 10 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 10 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: ECT Securities GP Corp.
As of 12/2/01, Direct Subsidiary of: Enron North America
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1998
Debtor # 128
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 4 of
executives of ENE? If yes, how many individuals overlapped? 5 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: ECT Securities Limited Partnership
As of 12/2/01, Direct Subsidiary of: GP - ECT Securities GP Corp. (.01%)
LP - ECT Securities LP Corp. (99.9%)
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1998
Debtor # 126
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? No No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: ECT Securities LP Corp.
As of 12/2/01, Direct Subsidiary of: Enron North America
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1998
Debtor # 127
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 1 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: ECT Strategic Value Corp.
As of 12/2/01, Direct Subsidiary of: Enron North America
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Formed 1985
Debtor # 163
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 6 of
executives of ENE? If yes, how many individuals overlapped? 11 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 11 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EES Service Holdings, Inc.
As of 12/2/01, Direct Subsidiary of: EFS Holdings Inc. 54%, Enron Energy
Services Operations, Inc. 46%
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Formed 2001
Debtor # 60
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 2 of 7 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 7 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EESO Merchant Investments,
Inc.
As of 12/2/01, Direct Subsidiary of: Enron Energy Services
Operations, Inc
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Formed 2001
Debtor # 26
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes,2 of 10 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes,9 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EPS Construction Management
Services, Inc.
As of 12/2/01, Direct Subsidiary of: EFS Holdings Inc
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Formed 2001
Debtor # 74
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 2 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EFS Holdings, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Facility Services
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Acquired 1998
Debtor # 122
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 1
executives of ENE? If yes, how many individuals overlapped? of 5 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EFS I, Inc., fka Limbach
Facility Services, Inc.
As of 12/2/01, Direct Subsidiary of: EFS Holdings Inc
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Acquired 1998
Debtor # 109
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 1
executives of ENE? If yes, how many individuals overlapped? of 13 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 8 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EFS II, Inc., fka EFS
Construction and Services Company
As of 12/2/01, Direct Subsidiary of: Enron Facility Services
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Acquired 1998
Debtor # 110
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 1
executives of ENE? If yes, how many individuals overlapped? of 6 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EFS III, Inc., fka EFG
Holdings, Inc.
As of 12/2/01, Direct Subsidiary of: EFS I, Inc.
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Acquired 1998
Debtor # 111
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 1 of
executives of ENE? If yes, how many individuals overlapped? 8 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 8 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EFS IV, Inc., fka Williard, Inc.
As of 12/2/01, Direct Subsidiary of: EFS III, Inc
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Acquired 1998
Debtor # 157
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 1 of 6 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EFS IX, Inc.
As of 12/2/01, Direct Subsidiary of: EFS VIII, Inc.
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Acquired 1998
Debtor # 115
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 3 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EFS V, Inc., fka Williard Inc.
Investment Company
As of 12/2/01, Direct Subsidiary of: EFS IV, Inc
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Acquired 1998
Debtor # 112
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 1 of 4 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 3 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EFS VI, LP, fka Williard Plumbing
Company, L.P.
As of 12/2/01, Direct Subsidiary of: EFS IV, Inc
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Acquired 1998
Debtor # 113
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? No No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EFS VII, Inc. fka Limbach
Company Holding Company
As of 12/2/01, Direct Subsidiary of: EFS I, Inc
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Acquired 1998
Debtor # 114
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes,5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EFS VIII, Inc. fka Limbach
Company
As of 12/2/01, Direct Subsidiary of: EFS VII, Inc
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Acquired 1998
Debtor # 158
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 3 No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EFS X, Inc., fka Marlin
Electric, Inc.
As of 12/2/01, Direct Subsidiary of: EFS VIII, Inc
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Acquired 1998
Debtor # 116
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 3 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EFS XI, Inc. fka PBM
Mechanical, Inc.
As of 12/2/01, Direct Subsidiary of: EFS VIII, Inc
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Acquired 1998
Debtor # 117
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes,4 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EFS XII, Inc., fka MEP Services, Inc.
As of 12/2/01, Direct Subsidiary of: EFS VIII, Inc
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Acquired 1998
Debtor # 118
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 4 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EFS XV, Inc. fka Mechanical
Professional Services, Inc.
As of 12/2/01, Direct Subsidiary of: EFS I, Inc.
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Acquired 1998
Debtor # 119
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 1 of 9 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 7 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EFS XVII, Inc. fka Harper Mechanical
Corporation Investment Company
As of 12/2/01, Direct Subsidiary of: EFS XIII, Inc.
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Acquired 1998
Debtor # 120
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 3 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EGP Fuels Company
As of 12/2/01, Direct Subsidiary of: Enron Corp
Business Segment as of 12/2/01: Transportation
Formed or Acquired by Enron Companies: Formed 1992
Debtor # 148
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EGS New Ventures Corp.
As of 12/2/01, Direct Subsidiary of: Enron North America
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1993
Debtor # 80
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 4 of
executives of ENE? If yes, how many individuals overlapped? 8 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 8 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: ENA Asset Holdings L.P.
As of 12/2/01, Direct Subsidiary of: Peregrine I LLC - .10% LP
Whitewing Associates L.P. -
99.89% LP
Blue Heron I LLC - 0.1% - GP
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1999
Debtor # 14
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Undetermined N/A
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? No No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: ENA Upstream Company, LLC
As of 12/2/01, Direct Subsidiary of: Enron North America
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 2000
Debtor # 36
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 2 of 6 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 6 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EnRock Management, LLC
As of 12/2/01, Direct Subsidiary of: Enron Broadband Services, Inc. - 50% -
Managing Member* CapRock Fiber
Network, Ltd. - 50%
Business Segment as of 12/2/01: Broadband
Formed or Acquired by Enron Companies: Formed 1999
Debtor # 86
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? No No S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? No No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EnRock, L.P.
As of 12/2/01, Direct Subsidiary of: General Partner: Enrock Management, LLC
- 1% Limited Partners: CapRock Fiber
Network, Ltd. 49.5% ECI-Texas, L.P.
49.5%
Business Segment as of 12/2/01: Broadband
Formed or Acquired by Enron Companies: Formed 1999
Debtor # 88
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? No No S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? No No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Acquisition III Corp.
As of 12/2/01, Direct Subsidiary of: Enron Energy Services Operations, Inc
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Formed 1998
Debtor # 154
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 3 of
executives of ENE? If yes, how many individuals overlapped? 20 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 20 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron ACS, Inc.
As of 12/2/01, Direct Subsidiary of: LOA, Inc.
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1985
Debtor # 97
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes
executives of ENE? If yes, how many individuals overlapped? 3 of 6 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 6 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Alligator Alley
Pipeline Company
As of 12/2/01, Direct Subsidiary of: Enron Transportation
Services, LLC
Business Segment as of 12/2/01: Transportation
Formed or Acquired by Enron Companies: Formed 2000
Debtor # 90
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 4 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Asia Pacific/Africa/
China LLC
As of 12/2/01, Direct Subsidiary of: Atlantic Commercial Finance
Inc.
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1999
Debtor # 167
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? Yes No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 3 of
executives of ENE? If yes, how many individuals overlapped? 8 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 8 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Asset Management
Resources, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Transportation
Services Company
Business Segment as of 12/2/01: Transportation
Formed or Acquired by Enron Companies: Formed 2000
Debtor # 149
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Brazil Power Holdings
I Ltd.
As of 12/2/01, Direct Subsidiary of: Enron South America LLC
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1997
Debtor # 150
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 1 of
executives of ENE? If yes, how many individuals overlapped? 7 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 7 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Brazil Power Holdings XI Ltd.
As of 12/2/01, Direct Subsidiary of: Atlantic Commercial Finance Inc
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1997
Debtor # 131
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 2 of 6 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 6 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Brazil Power Investments XI
Ltd.
As of 12/2/01, Direct Subsidiary of: Enron Brazil Power Holdings XI Ltd
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1997
Debtor # 137
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 2 of 6 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 6 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Broadband Services, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Communications Group
Business Segment as of 12/2/01: Broadband
Formed or Acquired by Enron Companies: Acquired 1997
Debtor # 7
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? Yes No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 5 of 15 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 13 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Broadband Services, L.P.
As of 12/2/01, Direct Subsidiary of: Enron Bandwith, Inc
Business Segment as of 12/2/01: Broadband
Formed or Acquired by Enron Companies: Formed 2000
Debtor # 29
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? No No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Capital & Trade
Resources International
Corp.
As of 12/2/01, Direct Subsidiary of: Enron North America
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1995
Debtor # 40
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 4
executives of ENE? If yes, how many individuals overlapped? of 11 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 9 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Caribbean Basin LLC
As of 12/2/01, Direct Subsidiary of: Atlantic Commercial Finance
Inc
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1999
Debtor # 177
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? Yes No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 4
executives of ENE? If yes, how many individuals overlapped? of 11 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 11 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Caribe VI Holdings Ltd.
As of 12/2/01, Direct Subsidiary of: Enron Caribbean Basin LLC
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1998
Debtor # 135
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 2
executives of ENE? If yes, how many individuals overlapped? of 8 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 8 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Commercial Finance Ltd.
As of 12/2/01, Direct Subsidiary of: 52% owned by Tombstone Assets,
LLCE and 48% owned by Enron
Global Equity Ltd.
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1995
Debtor # 144
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 2
executives of ENE? If yes, how many individuals overlapped? of 7 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 7 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Communications Group, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Corp.
Business Segment as of 12/2/01: Broadband
Formed or Acquired by Enron Companies: Acquired 1997
Debtor # 85
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 3
executives of ENE? If yes, how many individuals overlapped? of 8 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 8 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Communications Leasing Corp
As of 12/2/01, Direct Subsidiary of: Enron Broadband Services, Inc
Business Segment as of 12/2/01: Broadband
Formed or Acquired by Enron Companies: Formed 1999
Debtor # 41
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 3 of 9 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 9 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Corp. (f/k/a Enron Oregon Corp)
As of 12/2/01, Direct Subsidiary of: N/A
Business Segment as of 12/2/01: Corp of Other
Formed or Acquired by Enron Companies: Formed 1996
Debtor # 2
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? N/A N/A
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? N/A N/A
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? N/A N/A
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? N/A N/A
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 14 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? N/A N/A
19 Did Debtor receive ENE credit support in the form of guaranties? N/A N/A
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? N/A N/A
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? N/A N/A
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? N/A N/A
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? N/A N/A
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? No No S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? N/A N/A
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Credit Inc.
As of 12/2/01, Direct Subsidiary of: Enron Credit Holdings Inc.
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 2000
Debtor # 106
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 2 of
executives of ENE? If yes, how many individuals overlapped? 5 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 4 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Development Corp.
As of 12/2/01, Direct Subsidiary of: Enron Power Corp
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1993
Debtor # 168
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 4 of 8 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 7 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Development Funding Ltd
As of 12/2/01, Direct Subsidiary of: Enron Asia Pacific/Africa/China LLC
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1995
Debtor # 164
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 2 of 2 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 2 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? No No S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Development Management Ltd
As of 12/2/01, Direct Subsidiary of: Enron Asia Pacific/Africa/China LLC
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1996
Debtor # 133
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 1 of 6 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 6 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron do Brazil Holdings Ltd.
As of 12/2/01, Direct Subsidiary of: Enron South America LLC
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1996
Debtor # 151
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 1 of 7 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 7 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Energy Information Solutions, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Energy Services Operations, Inc
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Acquired 1996
Debtor # 25
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 3 of 17 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 17 No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Energy Marketing Corp.
As of 12/2/01, Direct Subsidiary of: Enron Energy Services Operations, Inc
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Acquired 1997
Debtor # 9
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 3 of 16 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 16 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Energy Services North America, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Energy Services Operations, Inc
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Acquired 1997
Debtor # 30
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 2 of 18 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 18 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Energy Services Operations, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Energy Services LLC
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Formed 1997
Debtor # 8
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? Yes No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 2 of S/C
19
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 19 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Energy Services, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Energy Services Operations, Inc.
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Formed 1997
Debtor # 10
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 2 of S/C
18
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 18 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Energy Services, LLC
As of 12/2/01, Direct Subsidiary of: Enron Corp. 97.8%, Enron
Capital Management II LP
1.8% and Enron Capital
Management III LP 0.4%
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Formed 1997
Debtor # 11
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 5 of
executives of ENE? If yes, how many individuals overlapped? 14 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 14 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? Yes No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Engineering &
Construction Company
As of 12/2/01, Direct Subsidiary of: Enron Corp
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1985 Name Changed 1994
Debtor # 20
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? Yes No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes,3 of 9 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes,9 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Engineering &
Operational Services Company
As of 12/2/01, Direct Subsidiary of: Enron North America
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 2001
Debtor # 21
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes,3 of 5 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes,5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Equipment Procurement
Company
As of 12/2/01, Direct Subsidiary of: Enron Power Corp. U.S.
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Formed 1994
Debtor # 180
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 3 of 9 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 9 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Expat Services Inc.
As of 12/2/01, Direct Subsidiary of: Enron Corp.
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Formed 1990
Debtor # 76
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 4 of 5 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 4 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Federal Solutions, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Energy Services
Operations, Inc
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Formed 1998
Debtor # 27
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 3 of 12 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 10 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Freight Markets Corp.
As of 12/2/01, Direct Subsidiary of: Enron Global Markets LLC
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Acquired 2001
Debtor # 28
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 2 of 7 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 7 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Fuels International, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Power Corp. U.S.
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1993
Debtor # 72
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 5 of 7 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 7 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Gas Liquids, Inc.
As of 12/2/01, Direct Subsidiary of: Enron North America
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1986
Debtor # 15
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 5
executives of ENE? If yes, how many individuals overlapped? of 10 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 10 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Gathering Company
As of 12/2/01, Direct Subsidiary of: Enron Operations, LP
Business Segment as of 12/2/01: Transportation
Formed or Acquired by Enron Companies: Formed 1994
Debtor # 147
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 2 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Global LNG LLC
As of 12/2/01, Direct Subsidiary of: Atlantic Commercial
Finance Inc
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1999
Debtor # 33
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 4
executives of ENE? If yes, how many individuals overlapped? of 9 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 9 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Global Markets LLC
As of 12/2/01, Direct Subsidiary of: Enron Corp.
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 2000
Debtor # 16
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? Yes No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 5
executives of ENE? If yes, how many individuals overlapped? of 12 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 12 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Global Power &
Pipelines L.L.C.
As of 12/2/01, Direct Subsidiary of: Enron Corp 62.18%, Enron
Holding LLC 35.63%, Enron
Equity Corp 2.19%
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1994
Debtor # 172
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 4 of
executives of ENE? If yes, how many individuals overlapped? 5 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Holding Company L.L.C.
As of 12/2/01, Direct Subsidiary of: Enron Equity Corp 70%, Enron
International Holdings Corp
Business Segment as of 12/2/01: 29% & Enron Global Inc 1%
Formed or Acquired by Enron Companies: Wholesale
Debtor # Formed 1994
132
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? No No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron India Holdings Ltd.
As of 12/2/01, Direct Subsidiary of: Offshore Power Production C.V.
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1994
Debtor # 57
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 2 of
executives of ENE? If yes, how many individuals overlapped? 4 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 3 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron India LLC
As of 12/2/01, Direct Subsidiary of: Atlantic Commercial Finance Inc
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1999
Debtor # 99
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? Yes No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 4 of
executives of ENE? If yes, how many individuals overlapped? 10 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 10 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Industrial Markets LLC
As of 12/2/01, Direct Subsidiary of: Enron Corp.
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 2000
Debtor # 18
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? Yes No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 5 of 7 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 7 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron International Asia Corp.
As of 12/2/01, Direct Subsidiary of: Enron International Asset
Management Corp.
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1996
Debtor # 136
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 3 of
executives of ENE? If yes, how many individuals overlapped? 8 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 8 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron International Asset
Management Corp.
As of 12/2/01, Direct Subsidiary of: Enron Corp
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1996
Debtor # 130
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 4 of
executives of ENE? If yes, how many individuals overlapped? 9 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 7 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron International Fuel
Management Company
As of 12/2/01, Direct Subsidiary of: Enron Global LNG LLC
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1999
Debtor # 34
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 4 of
executives of ENE? If yes, how many individuals overlapped? 9 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 9 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron International Holdings Corp.
As of 12/2/01, Direct Subsidiary of: Enron Corp. 32.59, Enron Development
Corp 10.86%, Atlantic Commercial
Finance, Inc. 26.83%, Enron Power
Corp 29.7%
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1993
Debtor # 101
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 3 of
executives of ENE? If yes, how many individuals overlapped? 8 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 8 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron International Inc.
As of 12/2/01, Direct Subsidiary of: Enron Corp
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1997
Debtor # 100
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 8 of 33 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 22 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron International Korea
Holdings Corp.
As of 12/2/01, Direct Subsidiary of: Enron Asia Pacific/Africa/China LLC
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1998
Debtor # 134
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 3 of 9 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 8 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Liquid Fuels, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Corp.
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1992
Debtor # 37
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 5 of 9 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 9 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Liquid Services Corp.
As of 12/2/01, Direct Subsidiary of: Enron Operations, L.P.
Business Segment as of 12/2/01: Transportation
Formed or Acquired by Enron Companies: Formed 1995
Debtor # 142
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 4 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron LNG Marketing LLC
As of 12/2/01, Direct Subsidiary of: Enron LNG (BVI) Mrktg Ltd 54%
Enron Global LNG LLC 46%
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 2000
Debtor # 31
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 2 of
executives of ENE? If yes, how many individuals overlapped? 6 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 6 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? Yes No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron LNG Shipping Company
As of 12/2/01, Direct Subsidiary of: Enron Global LNG LLC
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 2000
Debtor # 38
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 2
executives of ENE? If yes, how many individuals overlapped? of 7 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 7 No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Machine and Mechanical
Services, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Transportation
Services, LLC
Business Segment as of 12/2/01: Transportation
Formed or Acquired by Enron Companies: Formed 1998
Debtor # 143
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Management, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Corp
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Formed 1992
Debtor # 75
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 6
executives of ENE? If yes, how many individuals overlapped? of 7 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Mauritius Company
As of 12/2/01, Direct Subsidiary of: Offshore Power Production
C.V. 98.88%, Enron India
Holdings Ltd. 1.12%
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1993
Debtor # 56
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 2
executives of ENE? If yes, how many individuals overlapped? of 8 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? No No S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Metals & Commodity Corp.
As of 12/2/01, Direct Subsidiary of: Enron Trade Holdings Inc
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Acquired 2000
Debtor # 1
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 5
executives of ENE? If yes, how many individuals overlapped? of 13 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Methanol Company
As of 12/2/01, Direct Subsidiary of: Enron Ventures Corp
Business Segment as of 12/2/01: Transportation
Formed or Acquired by Enron Companies: Acquired 1991
Debtor # 54
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 3
executives of ENE? If yes, how many individuals overlapped? of 5 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Middle East LLC
As of 12/2/01, Direct Subsidiary of: Atlantic Commercial Finance Inc
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1999
Debtor # 102
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 3 of
executives of ENE? If yes, how many individuals overlapped? 5 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Natural Gas Marketing Corp.
As of 12/2/01, Direct Subsidiary of: Enron North America
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1995
Debtor # 35
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 5 of S/C
10
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 10 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Net Works LLC
As of 12/2/01, Direct Subsidiary of: Enron Corp.
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 2000
Debtor # 17
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? Yes No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 4 of 14 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 10 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron North America Corp.
As of 12/2/01, Direct Subsidiary of: Enron Corp
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1990, Name Changed 1999
Debtor # 3
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? Yes No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 7 of S/C
32
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 28 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Operations Services
Corp. (ETS)
As of 12/2/01, Direct Subsidiary of: Enron Transportation
Services Company
Business Segment as of 12/2/01: Transportation
Formed or Acquired by Enron Companies: Formed 1993
Debtor # 123
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 6 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Permian Gathering Inc.
As of 12/2/01, Direct Subsidiary of: Enron Operations, L.P
Business Segment as of 12/2/01: Transportation
Formed or Acquired by Enron Companies: Formed 1994
Debtor # 145
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 3 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Pipeline Construction
Services Company
As of 12/2/01, Direct Subsidiary of: Enron Corp
Business Segment as of 12/2/01: Transportation
Formed or Acquired by Enron Companies: Formed 1980
Debtor # 139
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 4 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Pipeline Services Company
As of 12/2/01, Direct Subsidiary of: Enron Transportation Services Company
Business Segment as of 12/2/01: Transportation
Formed or Acquired by Enron Companies: Formed 2000
Debtor # 140
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Power & Industrial
Construction Company
As of 12/2/01, Direct Subsidiary of: Enron Engineering &
Construction Co
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 2000
Debtor # 66
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 3 of 9 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 8 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Power Corp.
As of 12/2/01, Direct Subsidiary of: Enron Corp
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1989
Debtor # 161
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 3 of 9 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 9 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such that a
third party could assess Debtor's separate creditworthiness prior to extending
credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Power Marketing, Inc.
As of 12/2/01, Direct Subsidiary of: Enron North America
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1993
Debtor # 4
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 4 of
executives of ENE? If yes, how many individuals overlapped? 9 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 9 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Processing Properties, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Liquid Services Corp
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1997
Debtor # 53
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 4 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Property & Services Corp.
As of 12/2/01, Direct Subsidiary of: Enron Corp 98.03% & JILP-L.P.,
Inc 1.97%
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Formed 1995
Debtor # 39
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? Yes No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 3 of 5 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Renewable Energy Corp.
As of 12/2/01, Direct Subsidiary of: Smith Street Land Company
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Formed 1996
Debtor # 153
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? Yes No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 4 of
executives of ENE? If yes, how many individuals overlapped? 7 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 6 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Reserve Acquisition Corp.
As of 12/2/01, Direct Subsidiary of: Enron Finance Corp
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1990
Debtor # 64
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 4 of 9 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 9 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron South America LLC
As of 12/2/01, Direct Subsidiary of: Atlantic Commercial Finance Inc
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1999
Debtor # 171
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? Yes No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 3 of S/C
9
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 8 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Telecommunications, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Broadband Services, Inc
Business Segment as of 12/2/01: Broadband
Formed or Acquired by Enron Companies: Formed 2000
Debtor # 105
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 3 of
executives of ENE? If yes, how many individuals overlapped? 12 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 11 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Trailblazer Pipeline Company
As of 12/2/01, Direct Subsidiary of: Enron Corp
Business Segment as of 12/2/01: Transportation
Formed or Acquired by Enron Companies: Formed 1980
Debtor # 141
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 4 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Transportation Services Company
As of 12/2/01, Direct Subsidiary of: Enron Operations LP
Business Segment as of 12/2/01: Transportation
Formed or Acquired by Enron Companies: Formed 1990
Debtor # 12
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Ventures Corp.
As of 12/2/01, Direct Subsidiary of: Enron Corp
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Formed 1997
Debtor # 55
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 4 of S/C
8
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 8 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron WarpSpeed Services, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Corp.
Business Segment as of 12/2/01: Broadband
Formed or Acquired by Enron Companies: Acquired 1995
Debtor # 103
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 2 of 7 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 7 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Wind Constructors Corp.
As of 12/2/01, Direct Subsidiary of: Enron Wind Energy Systems Corp
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Acquired 1997
Debtor # 46
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 1 of 5 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Wind Constructors LLC
fka EREC Subsidiary II, LLC
As of 12/2/01, Direct Subsidiary of: 0
Business Segment as of 12/2/01: 0
Formed or Acquired by Enron Companies: 0
Debtor # 48
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? 0 N/A
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? 0 N/A
3 Did Debtor share office space or other facilities with ENE? 0 N/A
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? 0 N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? 0 N/A
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? 0 N/A
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? 0 N/A
8 Was Debtor identified as legal employer of any employees? 0 N/A
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? 0 N/A
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? 0 N/A
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? 0 N/A
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? 0 N/A
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? 0 N/A
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? 0 N/A
15 Did Debtor file separate state or local tax returns? 0 N/A
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? 0 N/A
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? 0 N/A
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? 0 N/A
19 Did Debtor receive ENE credit support in the form of guaranties? 0 N/A
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? 0 N/A
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? 0 N/A
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? 0 N/A
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? 0 N/A
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? 0 N/A
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? 0 N/A
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? 0 N/A
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? 0 N/A
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? 0 N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? 0 N/A
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? 0 N/A
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? 0 N/A
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Wind Corp.
As of 12/2/01, Direct Subsidiary of: Enron Renewable Energy Corp
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Acquired 1997
Debtor # 42
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 1 of S/C
6
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 6 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? Yes No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Wind Development LLC
fka EREC Subsidiary XVI, LLC
As of 12/2/01, Direct Subsidiary of: Enron Wind Domestic Holding LLC
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Formed successor entity 2002,
predecessor entity 1994
Debtor # 61
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? No No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Wind Energy Systems
Corp.
As of 12/2/01, Direct Subsidiary of: Enron Wind Technology Corp
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Acquired 1997
Debtor # 44
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 1 of
executives of ENE? If yes, how many individuals overlapped? 6 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 4 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Wind Energy Systems
LLC fka EREC Subsidiary III,
LLC
As of 12/2/01, Direct Subsidiary of: 0
Business Segment as of 12/2/01: 0
Formed or Acquired by Enron Companies: 0
Debtor # 49
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? 0 N/A
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? 0 N/A
3 Did Debtor share office space or other facilities with ENE? 0 N/A
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? 0 N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? 0 N/A
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? 0 N/A
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? 0 N/A
8 Was Debtor identified as legal employer of any employees? 0 N/A
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? 0 N/A
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? 0 N/A
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? 0 N/A
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? 0 N/A
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? 0 N/A
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? 0 N/A
15 Did Debtor file separate state or local tax returns? 0 N/A
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? 0 N/A
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? 0 N/A
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? 0 N/A
19 Did Debtor receive ENE credit support in the form of guaranties? 0 N/A
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? 0 N/A
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? 0 N/A
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? 0 N/A
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? 0 N/A
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? 0 N/A
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? 0 N/A
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? 0 N/A
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? 0 N/A
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? 0 N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? 0 N/A
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? 0 N/A
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? 0 N/A
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Wind Lake Benton LLC
As of 12/2/01, Direct Subsidiary of: Enron Wind Development LLC
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Formed 1997
Debtor # 155
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes,2 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Wind LLC fka EREC
Subsidiary V, LLC
As of 12/2/01, Direct Subsidiary of: 0
Business Segment as of 12/2/01: 0
Formed or Acquired by Enron Companies: 0
Debtor # 51
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? 0 N/A
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? 0 N/A
3 Did Debtor share office space or other facilities with ENE? 0 N/A
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? 0 N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? 0 N/A
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? 0 N/A
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? 0 N/A
8 Was Debtor identified as legal employer of any employees? 0 N/A
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? 0 N/A
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? 0 N/A
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? 0 N/A
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? 0 N/A
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? 0 N/A
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? 0 N/A
15 Did Debtor file separate state or local tax returns? 0 N/A
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? 0 N/A
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? 0 N/A
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? 0 N/A
19 Did Debtor receive ENE credit support in the form of guaranties? 0 N/A
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? 0 N/A
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? 0 N/A
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? 0 N/A
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? 0 N/A
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? 0 N/A
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? 0 N/A
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? 0 N/A
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? 0 N/A
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? 0 N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? 0 N/A
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? 0 N/A
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? 0 N/A
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Wind Maintenance Corp.
As of 12/2/01, Direct Subsidiary of: Enron Wind Energy Systems Corp.
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Acquired 1997
Debtor # 45
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 1
executives of ENE? If yes, how many individuals overlapped? of 5 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? Yes S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Wind Maintenance LLC
fka EREC Subsidiary IV, LLC
As of 12/2/01, Direct Subsidiary of: 0
Business Segment as of 12/2/01: 0
Formed or Acquired by Enron Companies: 0
Debtor # 50
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? 0 N/A
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? 0 N/A
3 Did Debtor share office space or other facilities with ENE? 0 N/A
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? 0 N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? 0 N/A
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? 0 N/A
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? 0 N/A
8 Was Debtor identified as legal employer of any employees? 0 N/A
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? 0 N/A
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? 0 N/A
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? 0 N/A
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? 0 N/A
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? 0 N/A
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? 0 N/A
15 Did Debtor file separate state or local tax returns? 0 N/A
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? 0 N/A
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? 0 N/A
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? 0 N/A
19 Did Debtor receive ENE credit support in the form of guaranties? 0 N/A
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? 0 N/A
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? 0 N/A
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? 0 N/A
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? 0 N/A
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? 0 N/A
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? 0 N/A
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? 0 N/A
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? 0 N/A
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? 0 N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? 0 N/A
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? 0 N/A
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? 0 N/A
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Wind Storm Lake I LLC
As of 12/2/01, Direct Subsidiary of: Midwest Power Funding LLC
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Formed 1998
Debtor # 91
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 2 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Wind Storm Lake II LLC
As of 12/2/01, Direct Subsidiary of: Midwest Power Funding LLC
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Formed 1998
Debtor # 152
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 2 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Wind Systems LLC fka
EREC Subsidiary I, LLC
As of 12/2/01, Direct Subsidiary of: 0
Business Segment as of 12/2/01: 0
Formed or Acquired by Enron Companies: 0
Debtor # 47
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? 0 N/A
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? 0 N/A
3 Did Debtor share office space or other facilities with ENE? 0 N/A
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? 0 N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? 0 N/A
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? 0 N/A
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? 0 N/A
8 Was Debtor identified as legal employer of any employees? 0 N/A
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? 0 N/A
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? 0 N/A
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? 0 N/A
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? 0 N/A
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? 0 N/A
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? 0 N/A
15 Did Debtor file separate state or local tax returns? 0 N/A
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? 0 N/A
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? 0 N/A
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? 0 N/A
19 Did Debtor receive ENE credit support in the form of guaranties? 0 N/A
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? 0 N/A
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? 0 N/A
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? 0 N/A
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? 0 N/A
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? 0 N/A
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? 0 N/A
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? 0 N/A
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? 0 N/A
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? 0 N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? 0 N/A
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? 0 N/A
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? 0 N/A
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Enron Wind Systems, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Wind Domestic HoldingCorp
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Acquired 1997
Debtor # 43
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 1 of
executives of ENE? If yes, how many individuals overlapped? 5 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? No No S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EnronOnline, LLC
As of 12/2/01, Direct Subsidiary of: Enron Net Works LLC
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 2000
Debtor # 93
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 4 of
executives of ENE? If yes, how many individuals overlapped? 10 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 9 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: EPC Estate Services, Inc.
fka National Energy
Production Corporation
As of 12/2/01, Direct Subsidiary of: Enron Engineering &
Construction Co
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1997
Debtor # 65
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? Yes No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 3 of
executives of ENE? If yes, how many individuals overlapped? 11 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 11 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: ET Power 3 LLC
As of 12/2/01, Direct Subsidiary of: LFT Power III, LLC (55.66%)
Managing Member, ET Power I
LLC (44.34%)
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1998
Debtor # 169
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? No No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Garden State Paper Company,
LLC
As of 12/2/01, Direct Subsidiary of: Sundance Industrial
Partners, L.P.
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Acquired 2000
Debtor # 22
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 5 of
executives of ENE? If yes, how many individuals overlapped? 8 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 7 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Green Power Partners I LLC
As of 12/2/01, Direct Subsidiary of: Enron Wind Development LLC
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Formed 1998
Debtor # 124
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 2 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Intratex Gas Company
As of 12/2/01, Direct Subsidiary of: LOA, Inc.
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1989
Debtor # 52
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 1 of 4 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 4 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Jovinole Associates [a general
partnership]
As of 12/2/01, Direct Subsidiary of: Class I General Partner (Managing
Partner) EFS I, Inc. (fka Limbach
Facility Services, Inc.) Class II
General Partner Linc Home Service
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Acquired 1998
Debtor # 121
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? No No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: KUCC Cleburne, LLC
As of 12/2/01, Direct Subsidiary of: ECT Merchant Investments Corp.
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Acquired 2000
Debtor # 129
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 4 of 7 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes,7 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: LGMI, Inc.
As of 12/2/01, Direct Subsidiary of: EGS New Ventures Corp.
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1993
Debtor # 83
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 3 of 8 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 8 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Linc Home Services, Inc.
fka EFS XIII, Inc.
fka Harper Mechanical Corporation
As of 12/2/01, Direct Subsidiary of: EFS I, Inc.
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Formed 1998
Debtor # 159
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? No No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: LINGTEC Constructors L.P.
As of 12/2/01, Direct Subsidiary of: Enron Power Corp 99%
Enron Power Constr 1%
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1998
Debtor # 79
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? No No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: LOA, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Corp
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1984
Debtor # 98
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 1
executives of ENE? If yes, how many individuals overlapped? of 5 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Louisiana Gas Marketing
Company
As of 12/2/01, Direct Subsidiary of: EGS New Ventures Corp
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Acquired 1993
Debtor # 81
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 2
executives of ENE? If yes, how many individuals overlapped? of 8 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 7 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Louisiana Resources Company
As of 12/2/01, Direct Subsidiary of: EGS New Ventures Corp
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Acquired 1993
Debtor # 82
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 2
executives of ENE? If yes, how many individuals overlapped? of 7 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 7 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: LRCI, Inc.
As of 12/2/01, Direct Subsidiary of: EGS New Ventures Corp
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Acquired 1993
Debtor # 84
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 3
executives of ENE? If yes, how many individuals overlapped? of 8 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 8 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Modulus Technologies, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Broadband Services, Inc
Business Segment as of 12/2/01: Broadband
Formed or Acquired by Enron Companies: Acquired 1998
Debtor # 104
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 3 of 9 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 9 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: NEPCO Power Procurement Company
As of 12/2/01, Direct Subsidiary of: EPC Estate Services, Inc
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 2000
Debtor # 67
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 3 of 11 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 11 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: NEPCO Services
International, Inc.
As of 12/2/01, Direct Subsidiary of: EPC Estate Services, Inc
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1998
Debtor # 68
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 3 of
executives of ENE? If yes, how many individuals overlapped? 11 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 11 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Nowa Sarzyna Holding B.V.
As of 12/2/01, Direct Subsidiary of: Enron Corp
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Acquired 1994
Debtor # 170
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? No No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Offshore Power Production C.V.
As of 12/2/01, Direct Subsidiary of: General Partner A -
Travamark Two B.V. - 0.1%
General Partner B -
Travamark Two B.V. - 0.1%
Limited Partner A - Atlantic
India Holding
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1994
Debtor # 58
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? No No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Omicron Enterprises, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Energy Services
Operations, Inc
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Acquire 1998
Debtor # 108
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 5 of
executives of ENE? If yes, how many individuals overlapped? 14 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 14 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Operational Energy Corp.
As of 12/2/01, Direct Subsidiary of: Enron Engineering &
Construction Co
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Aquired 1988
Debtor # 19
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 4 of
executives of ENE? If yes, how many individuals overlapped? 10 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 9 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Oswego Co Gen Company, LLC
As of 12/2/01, Direct Subsidiary of: Enron North America Corp.
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 2001
Debtor # 179
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 4 of
executives of ENE? If yes, how many individuals overlapped? 5 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Palm Beach Development
Company, L.L.C.
As of 12/2/01, Direct Subsidiary of: Lauderdale Land Development
Company LLC
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 2000
Debtor # 23
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 2 of
executives of ENE? If yes, how many individuals overlapped? 8 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 8 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Paulista Electrical Distribution,
L.L.C.
As of 12/2/01, Direct Subsidiary of: Atlantic Commercial Finance Inc
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1998
Debtor # 138
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? No No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: PBOG Corp.
As of 12/2/01, Direct Subsidiary of: Enron Corp.
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Formed 2001
Debtor # 5
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 2 of
executives of ENE? If yes, how many individuals overlapped? 7 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 7 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? N/A N/A
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Portland General Holdings, Inc.
As of 12/2/01, Direct Subsidiary of: 0
Business Segment as of 12/2/01: 0
Formed or Acquired by Enron Companies: 0
Debtor # 173
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? 0 N/A
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? 0 N/A
3 Did Debtor share office space or other facilities with ENE? 0 N/A
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? 0 N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? 0 N/A
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? 0 N/A
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? 0 N/A
8 Was Debtor identified as legal employer of any employees? 0 N/A
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? 0 N/A
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? 0 N/A
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? 0 N/A
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? 0 N/A
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? 0 N/A
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? 0 N/A
15 Did Debtor file separate state or local tax returns? 0 N/A
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? 0 N/A
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? 0 N/A
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? 0 N/A
19 Did Debtor receive ENE credit support in the form of guaranties? 0 N/A
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? 0 N/A
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? 0 N/A
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? 0 N/A
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? 0 N/A
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? 0 N/A
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? 0 N/A
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? 0 N/A
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? 0 N/A
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? 0 N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? 0 N/A
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? 0 N/A
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? 0 N/A
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Portland Transition Company,
Inc.
As of 12/2/01, Direct Subsidiary of: 0
Business Segment as of 12/2/01: 0
Formed or Acquired by Enron Companies: 0
Debtor # 174
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? 0 N/A
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? 0 N/A
3 Did Debtor share office space or other facilities with ENE? 0 N/A
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? 0 N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? 0 N/A
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? 0 N/A
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? 0 N/A
8 Was Debtor identified as legal employer of any employees? 0 N/A
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? 0 N/A
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? 0 N/A
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? 0 N/A
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? 0 N/A
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? 0 N/A
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? 0 N/A
15 Did Debtor file separate state or local tax returns? 0 N/A
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? 0 N/A
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? 0 N/A
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? 0 N/A
19 Did Debtor receive ENE credit support in the form of guaranties? 0 N/A
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? 0 N/A
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? 0 N/A
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? 0 N/A
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? 0 N/A
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? 0 N/A
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? 0 N/A
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? 0 N/A
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? 0 N/A
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? 0 N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? 0 N/A
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? 0 N/A
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? 0 N/A
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Richmond Power Enterprise,
L.P.
As of 12/2/01, Direct Subsidiary of: Enron-Richmond Power Corp.
1% Richmond Power Holdings,
Inc. 1% Limited Partners:
Enron-Richmond Power Corp.
49% Richmond
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1989
Debtor # 162
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? No No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? Yes S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Risk Management & Trading Corp.
As of 12/2/01, Direct Subsidiary of: Enron North America
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1997
Debtor # 107
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 4 of
executives of ENE? If yes, how many individuals overlapped? 8 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 8 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? Yes S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: San Juan Gas Company, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Corp.
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1993
Debtor # 69
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 4 of 9 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 8 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Smith Street Land Company
As of 12/2/01, Direct Subsidiary of: Enron Corp.
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Formed 1991
Debtor # 6
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? Yes No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 5
executives of ENE? If yes, how many individuals overlapped? of 7 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 7 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: St. Charles Development Company, L.L.C.
As of 12/2/01, Direct Subsidiary of: Delta Land Development Company, LLC
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 2000
Debtor # 94
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 2 of
executives of ENE? If yes, how many individuals overlapped? 8 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 7 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Superior Construction Company
As of 12/2/01, Direct Subsidiary of: Enron Power Corp - US
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Formed 1997
Debtor # 156
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 3 of
executives of ENE? If yes, how many individuals overlapped? 9 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 9 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? Yes S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? Yes S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Tenant Services, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Energy Services Operations, Inc.
Business Segment as of 12/2/01: Retail
Formed or Acquired by Enron Companies: Formed 1999
Debtor # 24
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? Yes S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 3 of
executives of ENE? If yes, how many individuals overlapped? 14 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 14 No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: The New Energy Trading Company
As of 12/2/01, Direct Subsidiary of: Netco Holdings LLC
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 2001
Debtor # 59
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 2 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: The Protane Corporation
As of 12/2/01, Direct Subsidiary of: Enron Americas, Inc.
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Acquired 1967
Debtor # 166
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? Yes No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 4 of
executives of ENE? If yes, how many individuals overlapped? 9 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 9 No S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? Yes No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? Yes S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: TLS Investors, L.L.C.
As of 12/2/01, Direct Subsidiary of: ECT Merchant Investments Corp.
Business Segment as of 12/2/01: Wholesale
Formed or Acquired by Enron Companies: Formed 1999
Debtor # 125
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/ Yes, 3 of
executives of ENE? If yes, how many individuals overlapped? 9 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 9 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? Yes S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? Yes S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? Yes S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Transwestern Gathering Company
As of 12/2/01, Direct Subsidiary of: Enron Transportation Services, LLC
Business Segment as of 12/2/01: Transportation
Formed or Acquired by Enron Companies: Formed 1994
Debtor # 146
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? Yes S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? No S/C
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 2 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? Yes S/C
15 Did Debtor file separate state or local tax returns? No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Victory Garden Power Partners I LLC
As of 12/2/01, Direct Subsidiary of: Enron Wind Development Corp.
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Formed 1998
Debtor # 178
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? Yes No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 2 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Zond Minnesota Construction Company LLC
As of 12/2/01, Direct Subsidiary of: Enron Wind Constructors LLC
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Formed 1997
Debtor # 71
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 2 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? Yes No S/C
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: Zond Pacific, LLC fka Zond
Pacific, Inc.
As of 12/2/01, Direct Subsidiary of: Enron Wind Systems LLC
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Acquired 1997
Debtor # 63
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? Yes, 1 of 6 S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes, 5 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? Yes S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
Debtor: ZWHC LLC
As of 12/2/01, Direct Subsidiary of: Enron Wind Systems LLC
Business Segment as of 12/2/01: Corp & Other
Formed or Acquired by Enron Companies: Acquired 1997
Debtor # 62
<Table>
1 As of the Initial Petition Date, was Debtor directly or indirectly wholly
owned by ENE? Yes S/C
2 Was Debtor's legal address 1400 Smith Street, Houston, Texas? No No S/C
3 Did Debtor share office space or other facilities with ENE? No No S/C
4 If either of the two preceding questions were answered "yes," was
Debtor charged for the use of such legal address, office space or
other facilities? N/A N/A
5 Prior to the Initial Petition Date, were separate books and records
maintained for Debtor? Yes No S/C
6 Did Debtor file Schedules of Liabilities reflecting Debtor's liabilities
as of its Petition Date? Yes No S/C
7 Did Debtor file Schedules of Assets reflecting Debtor's assets as of
its Petition Date? Yes No S/C
8 Was Debtor identified as legal employer of any employees? No S/C
9 If Debtor utilized support services (including, but not limited to,
accounting, information services, legal, risk assessment, insurance,
and/or tax) provided by ENE, was Debtor charged for utilizing such
support services? No S/C
10 If Debtor utilized the services of employees of Enron Service Companies,
excluding ENE, was Debtor charged for the use of such employees? No S/C
11 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/
executives of ENE? If yes, how many individuals overlapped? No No S/C
12 During the two years prior to the Initial Petition Date, was there an
overlap between directors/executives of Debtor and directors/executives
of Debtors other than ENE? If yes, how many individuals overlapped? Yes,2 S/C
13 As of the Initial Petition Date, did Debtor participate in the ENE
centralized cash management system? No No S/C
14 Was Debtor included in ENE's 2001 consolidated federal income
tax returns? No No S/C
15 Did Debtor file separate state or local tax returns? Yes No S/C
16 Was Debtor included in ENE's consolidated publicly disseminated
financial reports? Yes S/C
17 Did Debtor disseminate Debtor-specific financial information such
that a third party could assess Debtor's separate creditworthiness
prior to extending credit? No S/C
18 Was Debtor given a credit rating separate and apart from ENE's
credit rating? No S/C
19 Did Debtor receive ENE credit support in the form of guaranties? No No S/C
20 Did Debtor receive ENE credit support in the form of an ENE
guaranty of an affiliate's guaranty of Debtor's obligations? No No S/C
21 Did Debtor receive credit support in the form of letters of credit
issued by ENE on its behalf? No No S/C
22 In the eighteen months preceding the Initial Petition Date, did
Debtor receive funding for its business activities from ENE? No No S/C
23 Did Debtor transact substantially all of its business with one or
more of the other Enron Companies? No No S/C
24 Was Debtor required to submit material transactions for approval
to the ENE board, ENE Office of the Chair and/or ENE Risk
Assessment and Control Group? Yes S/C
25 In addition to any approvals required at the ENE level, did Debtor
submit material transactions to its own board for approval? No S/C
26 Did Debtor conduct all statutorily or otherwise required board (for
corporations) or management/partnership meetings (for limited
liability companies and partnerships)? Yes No S/C
27 If either of the two preceding questions were answered "yes," were
the decisions substantially all made or meetings substantially all
held by written consent? Yes S/C
28 If Debtor was formed by the Enron Companies, were all corporate
formalities observed in the formation? N/A N/A
29 Rather than settling intercompany obligations in cash, did the
Debtor ever settle intercompany balances with Enron entities other
than ENE by transferring intercompany obligations to ENE? No No S/C
30 As of the Initial Petition Date, was the Debtor obligated on
intercompany payables to five or more of the other Debtors? No No S/C
31 As of the Initial Petition Date, was the Debtor holding intercompany
receivables from five or more of the other Debtors? No No S/C
Legend: "N/A" means not applicable,
"S/C" means arguably supportive of substantive consolidation with other Debtors, and
"No S/C" means arguably supportive of no substantive consolidation.
</Table>
APPENDIX N: INTERCOMPANY VALUE FLOW ANALYSIS
APPENDIX N: INTERCOMPANY VALUE FLOW ANALYSIS
A. INTRODUCTION
The flow chart set forth in Section E below reflects projected
recoveries of certain Debtors in respect of certain Intercompany Claims and the
flow of value between the Debtors in the stand-alone scenario. No recoveries on
Intercompany Claims would take place in a substantive consolidation scenario.
Among other things, this information is provided to facilitate parties in
interest in their analysis and understanding of the Debtors' estates. The
estimated recoveries and the underlying projections and assumptions are highly
speculative and based upon information available at the time that this analysis
was prepared. ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE REFLECTED HEREIN.
Further, the summary information reflected herein is qualified in its entirety
by reference to the full text of the Plan and Disclosure Statement.
More specifically, the flow chart was derived from the
Blackstone Model, which is a complex and customized software program utilized to
synthesize estimates and projections regarding assets and liabilities, as well
as to calculate Creditor recoveries under the Plan depending upon numerous
variables and assumptions. The Blackstone Model was used to generate the flow
chart and to reflect therein the estimated recoveries between Debtors in respect
of Intercompany Claims in the stand-alone scenario.
B. VARIANCE
The Debtors have prepared the estimates incorporated into the
flow chart based upon certain assumptions that they believe are reasonable under
the circumstances. The estimates have not been compiled or examined by
independent accountants. The Debtors make no representations regarding the
accuracy of the estimates or any ability to achieve forecasted results. Many of
the assumptions underlying the estimates are subject to significant
uncertainties. Inevitably, some assumptions will not materialize, and
unanticipated events and circumstances may affect the ultimate financial
results. THEREFORE, THE ACTUAL RESULTS ACHIEVED WILL VARY FROM THE ESTIMATES,
AND THE VARIATIONS MAY BE MATERIAL. In evaluating the Plan, Creditors are urged
to examine carefully all of the assumptions underlying the financial estimates.
1. REMAINING ASSETS. With respect to the Remaining Assets, the
estimated recoveries, valuations and projections are based, in part, on
estimated proceeds generated by a sale or other disposition of substantially all
of these assets. Many of these assets have been on the market or the subject of
inquiries since the Initial Petition Date, but have not been sold for a variety
of reasons, including, but not limited to, (i) poor market conditions, and (ii)
the need to resolve complex ownership issues, pending litigation or government
investigations, tax issues, and consent issues. In some cases, the Reorganized
Debtors will be attempting to sell non-controlling financial interests for which
a limited market exists. Due to the inherent uncertainties associated with
selling these assets as a result of the issues identified above, there can be no
assurance that these assets will be sold at presently estimated prices or at
presently estimated times, if at all. Similarly, the recoveries of the Debtors
(or the Reorganized Debtors, as the case may be)
N-1
against counterparties on trading contracts are dependent on the
creditworthiness and ability to pay of the counterparties.
2. CREDITOR CASH. The inability to sell or otherwise convert
the Remaining Assets to cash may materially impact, among other things, the
value of the Plan Currency. As a result of the foregoing, the Creditor Cash
available for distribution as a result of liquidation of the Remaining Assets
may be impacted.
3. OPERATING ENTITIES GENERALLY. Estimates of value do not
purport to be appraisals nor do they necessarily reflect the values that may be
realized if assets are sold. The estimates of value represent hypothetical
equity values assuming the implementation of each of the Operating Entities'
business plan, as well as other significant assumptions. Such estimates were
developed solely for purposes of formulating and negotiating the Plan and
analyzing the projected recoveries thereunder. Any estimated equity value is
highly dependent upon achieving the future financial results set forth in the
projections for each of the Operating Entities, as well as the realization of
certain other assumptions that are not guaranteed.
The valuations of each of the Operating Entities set forth
herein represent estimated values and do not necessarily reflect values that
could be attainable in public or private markets for the Operating Entities or
their constituent assets. The equity value ascribed in the analysis does not
purport to be an estimate of the market value of stock to be distributed
pursuant to the Plan. Such trading value, if any, may be materially different
from the equity value associated with the valuation analysis.
4. PGE. The valuation of PGE set forth herein assumes that the
current regulatory environment remains unchanged. However, PGE operates in a
heavily regulated industry. Changes to the current regulatory environment may
have a material adverse impact on PGE's actual results. For further discussion
on these and other risks attendant with PGE and the electric utility industry,
refer to the risk factor discussion and the description of PGE in the Disclosure
Statement.
5. CROSSCOUNTRY. The valuation of CrossCountry set forth
herein assumes certain levels of rates for the transportation of natural gas as
set by FERC. Such rates are highly regulated and subject to periodic changes.
There is no guarantee that the current rate levels will not change materially in
the future or will provide adequate reimbursement for the services provided by
CrossCountry and its subsidiaries. Any such changes are entirely beyond
CrossCountry's control and may have a material adverse impact on actual results.
Further, CrossCountry operates in a heavily regulated industry. In the ordinary
course of its business, CrossCountry is subject regularly to inquires,
investigations and audits by federal and state agencies that oversee various
natural gas pipeline regulations. Changes to the current regulatory environment
may have a material adverse impact on CrossCountry's actual results. For further
discussion on these and other risks attendant with CrossCountry and the natural
gas pipeline industry, refer to the risk factor discussion and the description
of CrossCountry in the Disclosure Statement.
N-2
6. PRISMA. The valuation of Prisma set forth herein assumes
certain levels of tariffs or rates of return for the constituent assets. Such
rates are highly regulated, subject to periodic changes, and in certain
circumstances are the outcome of political processes in the subject
jurisdictions. There is no guarantee that the current rate levels will not
change materially in the future or will provide adequate reimbursement for the
services provided by Prisma and its subsidiaries. Any such changes are entirely
beyond Prisma's control and may have a material adverse impact on actual
results. Further, as Prisma operates primarily in foreign jurisdictions, such
political processes often lead to greater volatility in regulatory outcomes than
might occur in the United States. Additionally, operations in the emerging
markets are generally subject to greater risk of global economic slowdown,
political uncertainty, currency devaluation, exchange controls and the ability
to enforce and defend legal and contractual rights than are domestic companies.
Such risk factors may also have a material adverse impact on Prisma's actual
results. For further discussion on these and other risks attendant with Prisma
and the industries in which it is involved, refer to sections X and XIV,
subsection I, in the Disclosure Statement.
C. ASSUMPTIONS
The following are the significant assumptions and limiting
conditions utilized in preparation of the flow chart:
1. The Plan embodies a compromise establishing a 30/70 weighted
average reflecting the likelihood of substantive consolidation
as a proxy for numerous inter-Debtor disputed issues. For
illustrative purposes and to facilitate parties in interest in
their analysis and understanding of the Debtors' estates and
the global compromise, the flow chart reflects distributions
to Debtors in respect of Intercompany Claims assuming no
substantive consolidation. These distributions are meaningful
in that they impact the recovery of General Unsecured Claims
under the stand-alone case, which constitutes 70% of the
ultimate recovery on such claims.
2. The recoveries in the flow chart reflect the terms of the
global compromise, including resolution of certain asset
ownership disputed between ENE and ENA. Following extensive
discussions and negotiation with the ENA Examiner, rather than
litigate these and related issues, the Debtors, the Creditors'
Committee and the ENA Examiner agreed to a compromise of these
inter-Debtor disputes wherein, for purposes of calculating
distributions pursuant to the Plan, the net economic ownership
of certain assets would be reallocated. The Debtors and the
Creditors' Committee believe that, even if meritorious, such
litigation would only produce additional prepetition unsecured
Intercompany Claims and not a transfer of ownership of such
assets. Nevertheless, the Debtors and the Creditors' Committee
agreed to a negotiated transfer of asset ownership as a
further proxy for the resolution of all inter-estate issues.
N-3
3. An additional feature of the global compromise is the waiver
and release of intercompany causes of action (including
avoidance actions) between Debtors. Accordingly, the flow
chart does not reflect these causes of actions (if any) held
by one Debtor against one or more of the other Debtors.
4. The recoveries in the flow chart pertain to prepetition
unsecured Intercompany Claims. Consequently, to the extent
that a Debtor is entitled to satisfy all or a portion of its
Intercompany Claim through setoff, offset or recoupment, the
flow chart reflects recoveries on only the residual Claim, if
any.
5. Pursuant to the Bankruptcy Court's August 1, 2002 order, no
Claims Bar Date was set for any Debtor to file Claims against
another Debtor. The Debtors are also seeking an order
approving agreements tolling the statute of limitations for
each debtor to pursue claims against: (a) other debtors, (b)
non-debtor affiliates, (c) special purpose entities and
related creditors, and (d) certain third parties. The Debtors
are relying upon their Schedules (as the same may be amended
or supplemented from time to time) for purposes of allowance
and distribution of Claims held by any Debtor against another
Debtor. Intercompany Claims reflected in the Schedules are
based upon the intercompany accounts and notes reflected in
the Debtors' books and records as of the date hereof.
Intercompany account balances are derived from the Schedules,
as the same may be updated or amended from time to time, and
the books and records of the Debtors and their affiliates as
of the date hereof. Additionally, the results are based on
certain assumptions associated with the Tax Sharing
Agreements. Should such assumptions change, there may be a
material impact to certain Debtors.
6. Amounts realized from intercompany receivables are estimated
by the Blackstone Model and are based upon the estimated
assets, liabilities and claims of the obligated Debtor or
non-Debtor affiliate.
7. The value of investments in subsidiaries is estimated by the
Blackstone Model and is based upon the estimated values of the
assets and liabilities of those subsidiaries and the Debtors'
corresponding ownership interest.
8. The value of assets excludes any value that may be realized
from the Litigation Trust, the Special Litigation Trust or
from any avoidance actions commenced by the Debtors. Any value
that may be realized from these litigation trusts or avoidance
actions may be material, but is highly speculative, and thus
predictions regarding these amounts are not included.
9. Claims have been estimated by using a combination of the Enron
Companies' books and records, scheduled claims, filed claims,
and
N-4
professional judgment. Such estimates are subject to change
and any such changes could have a material effect on Debtor
recoveries. For information regarding scheduled claims, refer
to the Debtors' Schedules, which are available at
http://www.enron.com/corp/chapter11. Claims filed against the
Debtors are available for viewing at http://www.bsillc.com.
10. All trading contracts between or among two or more Debtors or
between or among Debtor and non-Debtor Affiliates (non-Debtors
that are directly or indirectly 100% owned by one or more
Debtors) are assumed to have been rejected and valued at the
Initial Petition Date. Intercompany Claims relating to
unsettled trading contracts reflect a marked-to-market value
as of the Initial Petition Date.
11. The Debtors, as well as their non-Debtor affiliates, had
numerous intercompany contracts, including, but not limited
to, trading contracts, operations and maintenance agreements,
and Tax Sharing Agreements. To the extent any of these
contracts are rejected, the rejection or the resulting
rejection damages claim could have a material impact on either
party to the contract. In conjunction with confirmation, the
Debtors intend to file a schedule of stipulated rejection
damages arising from the Debtors' rejection of intercompany
trading contracts and other intercompany contracts, including
contracts between two Debtors or between a Debtor and any
wholly owned affiliate.
12. The flow chart does take into account SPE settlements approved
by the Bankruptcy Court but does not assume that Debtors will
succeed in recovering any assets associated with the SPEs, nor
does it assume that any settlements of SPEs may be negotiated
and approved by the Bankruptcy Court in the future. The
Debtors reserve their rights in both of these regards.
13. At the time this analysis was prepared, the Intercompany
Claims aggregated approximately $72 billion. The flow chart
reflects the aggregate of Intercompany Claims (a) with a face
amount of $300 million or more, or (b) upon which recoveries
in the stand-alone case is estimated to equal or exceed $100
million (the "Significant Intercompany Claims"). The aggregate
amount of Significant Intercompany Claims is approximately
$63.7 billion, or 89% of the total Intercompany Claims.
D. DISCUSSION OF SELECTED VALUE FLOWS
1. LARGEST DISTRIBUTIONS
The Significant Intercompany Claims flow between 32 of the 179 Debtors
and result in approximately $12.7 billion in distributions.
Approximately $19.5 billion of the Significant Intercompany Claims flow
to ENE (for a total of $3.8 billion in distributions) and approximately
$13.5 billion of the
N-5
Significant Intercompany Claims flow to ENA (for a total of $2.2
billion in distributions). Accordingly, almost 48% of the distributions
on Significant Intercompany Claims will flow to ENE and ENA.
2. CASH CIRCLES
Under the cash management system in effect prior to the Initial
Petition Date, payments to EPMI and ENGMC were collected by ENE. ENE
directly paid essentially all of the obligations of EPMI and ENGMC. The
payment of EPMI and ENGMC by ENE generated payables from EPMI and ENGMC
to ENE.
Based on intercompany obligations incurred prior to the Petition Date,
ENE will make approximately $2.08 billion in distributions to ENA on
approximately $12.7 billion of intercompany payables; ENA will make
approximately $832 million in distributions to ENGMC on approximately
$4.13 billion of intercompany payables; and ENGMC will make
approximately $918 million in distributions to ENE on approximately
$3.58 billion of intercompany payables. This "ENGMC Cash Circle" among
ENE, ENA, and ENGMC is set forth in the Cash Circle Chart in Section E
below.
Based on intercompany obligations incurred during the 18 months prior
to the Initial Petition Date, ENE will make approximately $2.08 billion
in distributions to ENA on approximately $12.7 billion of intercompany
payables; ENA will make approximately $1.04 billion in distributions to
EPMI on approximately $5.14 billion of intercompany payables; and EPMI
will make approximately $1.15 billion in distributions to ENE on
approximately $4.76 billion of intercompany payables. This "EPMI Cash
Circle" among ENE, ENA, and EPMI is set forth in more detail in the
Cash Circle Chart in Section E below.
While there was an accounting policy that PERMITTED non-cash settlement
of such cash circles, non-cash settlements were not in fact effectuated
in the EPMI Cash Circle and the ENGMC Cash Circle as of the Initial
Petition Date (collectively, the "Cash Circles"). A discussion of these
cash circles is also contained in the Twelfth Monthly Report of
Harrison J. Goldin, the Court-Appointed Examiner in the Enron North
America Corp. Bankruptcy Proceeding, dated April 14, 2003 which is
available under "Related Documents" at http://www.enron.com/corp/por.
If the Cash Circles had been settled, it is likely that recoveries to
creditors of EPMI would be higher than reflected herein and the
recoveries to creditors of ENE lower. The effects upon creditors of
ENGMC and ENA are less predictable, although it appears ENGMC and ENA
creditors' recoveries would have been higher if non-cash settlements
had been effectuated. Refer to Appendix M: "Substantive Consolidation
Analysis".
3. ZERO RECOVERIES
ENE will not receive any distributions on (a) the $443 million of
claims it has against EI or (b) the $312 million of claims it has
against EGPFC, because EI and
N-6
EGPFC are each administratively insolvent on a stand-alone basis.
Similarly, EEPC will not receive any distributions on the $335 million
of claims it has against NEPCO because NEPCO is administratively
insolvent on a stand-alone basis. The administrative claims of EI,
EGPFC, and NEPCO will be treated in accordance with section 3.1 of the
Plan.
E. INTERCOMPANY VALUE FLOW CHART AND CASH CIRCLE CHART
N-7
[CHART DESCRIBING INTERCOMPANY VALUE FLOW AMONG ENRON GAS
LIQUIDS, INC., RISK MANAGEMENT & TRADING CORP., ENRON ENERGY MARKETING CORP.,
ENRON EQUIPMENT PROCUREMENT COMPANY, EFS HOLDINGS, INC., ENRON ENERGY SERVICES,
LLC, ENRON ENERGY SERVICES, INC., PBOG CORP., ARTEMIS ASSOCIATES, L.L.C.,
NATIONAL ENERGY PRODUCTION CORPORATION, ENRON ENERGY SERVICES OPERATIONS, INC.
ENRON ENGINEERING & CONSTRUCTION COMPANY, EGP FUELS COMPANY, ENRON NATURAL GAS
MARKETING CORP., ENRON CORP., ENRON POWER MARKETING, INC., ENRON DEVELOPMENT
FUNDING LTD., ENRON ASIA PACIFIC/AFRICA/CHINA LLC, EREC SUBSIDIARY V, LLC (F/K/A
ENRON WIND CORP.), ENRON NET WORKS LLC, ENRON OPERATIONS SERVICES CORP., EREC
SUBSIDIARY III, LLC (F/K/A ENRON WIND ENERGY SYSTEMS CORP.), ENRON INTERNATIONAL
INC., ATLANTIC COMMERCIAL FINANCE, INC., EREC SUBSIDIARY I, LLC (F/K/A ENRON
WIND SYSTEMS, INC.), ENRON WIND DEVELOPMENT CORP., ENRON BROADBAND SERVICES,
INC., OSWEGO COGEN COMPANY, ENRON DEVELOPMENT CORP., ENRON TRANSPORTATION
SERVICES COMPANY, ENRON NORTH AMERICA CORP., ENRON CAPITAL & TRADE RESOURCES
INTERNATIONAL CORP.]
N-8
"CASH CIRCLES"
________________________________________________________________________________
ENE-ENA-EPMI
--------------- --------------
/ /
/ / ENE (c) EPMI Vendors
/ / --------
/ / / --------- --------------
/ / / ||
/ / (b) /
/ / / ||
------------ / (b)
||
ENA (c)
||
/------------ \\
/ \\ (a) ||
/ \\
- ----------------/ \\ ---------
(a) \\
EPMI Customers \\ EPMI
\\
- ---------------- ---------
________________________________________________________________________________
________________________________________________________________________________
ENE-ENA-ENGMC
---------------------- --------------
---------------------- --------------
// /
// / ENE (e) ENGMC Vendors
// / ------
// / ----------- --------------
// / ||
// (b) /
// / ||
------------ / (b)
||
ENA (e)
||
/ ------------ \\
/ \\ (d) ||
/ \\
- ----------------/ \\ -----------
(d) \\
ENGMC Customers \\ ENGMC
\\
- ---------------- -----------
________________________________________________________________________________
Cash flows: ------------
Intercompany: ============
(a) ENA collects cash from EPMI customers, which generates a payable from
ENA to EPMI.
(b) ENE sweeps collected cash from ENA, which generates a payable from ENE
to ENA.
(c) ENE pays EPMI vendors, which generates a payable from EPMI to ENE.
(d) ENA collects cash from ENGMC customers, which generates a payable from
ENA to ENGMC.
(e) ENE pays ENGMC vendors, which generates a payable from ENGMC to ENE.
N-9
APPENDIX O: POTENTIAL CAUSES OF ACTION
APPENDIX O: POTENTIAL CAUSES OF ACTION
A. INTRODUCTION
In addition to the pending litigation discussed in the Disclosure
Statement, the Debtors believe that they have potential causes of action against
a number of parties based on various theories. Refer to Section IV.C.1.,
"Pending Litigation" and Section IV.E., "Avoidance Actions" for further
information regarding pending litigation involving the Debtors.
Section 108(a) of the Bankruptcy Code provides that if a statute of
limitations under nonbankruptcy law has not expired prior to the filing of a
bankruptcy petition, then a debtor may bring a cause of action before the later
of (a) the end of such limitations period, including any suspension of such
period occurring on or after the commencement of the bankruptcy case and (b) two
years after the petition date. As a result, each Debtor has at least two years
from its respective Petition Date to commence various causes of action. Many of
the Debtors' potential causes of action are held by ENE or ENA and, as a result,
the statute of limitations on these causes of action may expire on December 2,
2003. However, any and all claims, including guaranty claims, may be subject to
avoidance actions that, if not filed by December 2, 2003, may still be asserted
as affirmative defenses to the allowability of such claims in accordance with
section 502(d) of the Bankruptcy Code.
The Debtors have worked diligently during the pendency of the Chapter 11
Cases to identify meritorious potential causes of action that, if successfully
prosecuted, would result in a benefit to their estates. This appendix contains a
listing of many such potential causes of action that the Debtors may elect to
pursue, however, this list is not exhaustive and the Debtors reserve the right
to commence and prosecute additional claims and causes of action. This appendix
does not contain causes of action that are property of the non-Debtor
affiliates.
Although, the estimated amount of damages sought have been included for
some of these potential causes of action, the Debtors make no guarantees with
respect thereto, and such disclosure shall not be considered an admission by the
Debtors with respect to potential recoveries, which may be less than or greater
than listed. Accordingly, the Debtors reserve the right to amend such amounts.
Moreover, the Debtors make no representations with respect to whether they will
ultimately institute the potential causes of action contained herein. As the
Debtors continue their diligence efforts, the Debtors may identify additional
potential causes of action not reflected herein. Accordingly, the Debtors
reserve the right to identify and institute such additional potential causes of
action and do not waive any rights with respect thereto.
Depending upon the applicable statute of limitations, many of these
potential causes of actions may be brought after the Confirmation Date. In
numerous instances, the Debtors and various parties have entered into
stipulations tolling the applicable statute of limitations with respect to the
Claims. As such, the Debtors have preserved their respective legal rights
without allowing the applicable statute of limitations to expire and without
acknowledging in any way whether valid claims, causes of action or defenses
exist thereto. Given the nature and complexity of these Chapter 11 Cases, the
existence and/or merit of many of these causes of action could not have been
litigated prior to confirmation of the Plan.
O-2
B. POTENTIAL CAUSES OF ACTION
1. SPE-RELATED LITIGATION
Refer to Section IV.A.4.b., "ENE Examiner" for further information
regarding potential SPE-related litigation. The Debtors reserve the right to
pursue any potential claim or cause of action against a potential defendant
identified (i) by the ENA Examiner, as conflicts examiner or (ii) in any of the
ENE Examiner's reports. Refer to Section IV.A.4.b., "ENE Examiner" for
additional information regarding the ENE Examiner's duties and the reports filed
in connection with SPE-related litigation. Refer to Section IV.A.4.a.(ii)(E),
"Conflicts Examiner" for information regarding the ENA Examiner's role as
conflicts examiner.
2. PROFESSIONALS
The Debtors may pursue any claim or cause of action against a potential
defendant identified by the ENA Examiner, as conflicts examiner, or in the ENE
Examiner's Report. In addition the Debtors have begun an analysis of potential
malpractice and course of conduct claims against professionals who provided
services to the Debtors prior to the Initial Petition Date, as well as
professionals who advised other parties (including, but not limited to,
insiders) in connection with prepetition transactions involving the Debtors. The
Debtors reserve the right to institute litigation against those parties
identified by the ENA Examiner, as conflicts examiner, or in the ENE Examiner's
Reports. In addition, the Debtors reserve the right to institute litigation
against any other potential defendants not otherwise identified therein.
3. EMPLOYEE/INSIDER CLAIMS
As described in more detail in section IV.A.8.f., the Severance Settlement
Fund Litigation has been commenced by the Employee Committee against certain
recipients of the Employee Prepetition Stay Bonus Payments. The Employee
Committee is the plaintiff in the foregoing litigation and any recoveries
received pursuant to the litigation will be deposited in the Severance
Settlement Litigation Trust. The Debtors cannot predict whether the Employee
Committee will be successful in its litigation or the amount of the recovery
that will ultimately be received by the Severance Settlement Trust.
As described in more detail in section IV.A.8.f., the Employee Committee
has been authorized to commence the Deferred Compensation Litigation. It is
expected that the Employee Committee will file an adversary proceeding against
approximately 41 of the recipients of accelerated deferred compensation payment
seeking to avoid an aggregate total of approximately $30.4 million in such
payments. ENE is the plaintiff in the foregoing litigation. The amounts at issue
are subject to change, and the Debtors cannot predict whether the Employee
committee will be successful in its litigation or the amount of the recovery
that will ultimately be received.
The Debtors reserve the right to bring additional causes of action against
former officers or insiders, as deemed appropriate.
O-3
4. ACCOUNTS RECEIVABLE COLLECTION AND POTENTIAL AVOIDANCE ACTIONS
The following is a list of accounts receivable collection and potential
avoidance actions. Some of these claims may be brought by some combination of
Enron Energy Services, Inc., Enron Energy Marketing Corp., Enron Energy Services
Operating and Enron Corp., or other Debtors The Debtors are continuing to review
their books and records for additional potential causes of action and intend to
pursue other collection actions against retail customers who have not paid
amounts due the retail Debtors. Further, the Debtors are continuing to review
potential avoidance actions and may pursue avoidance claims against those retail
customers who received a transfer within the 90 days prior to the Initial
Petition Date or any subsequent Petition Date.
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
---------- ---------- ---------------
EESI, EEMC, EESO, ENE QUEBECOR Avoidance Action
EESI, EEMC, EESO, ENE HARRAHS Avoidance Action
EESI, EEMC, EESO, ENE SUIZA Avoidance Action
EESI, EEMC, EESO, ENE CHASE MANHATTAN BANK Avoidance Action
EESI, EEMC, EESO, ENE ELI LILLY Avoidance Action
EESI, EEMC, EESO, ENE L E HESTEN ENERGY LLC Avoidance Action
EESI, EEMC, EESO, ENE JC PENNEY Avoidance Action
EESI, EEMC, EESO, ENE TRW INC Avoidance Action
EESI, EEMC, EESO, ENE QUAKER OATS Avoidance Action
EESI, EEMC, EESO, ENE CALIFORNIA STATE UNIVERSITY(UC/CSU) Avoidance Action
EESI, EEMC, EESO, ENE WEISS MEMORIAL HOSPITAL Avoidance Action
EESI, EEMC, EESO, ENE CATHOLIC HEALTH EAST Avoidance Action
EESI, EEMC, EESO, ENE RICH PRODUCTS Avoidance Action
EESI, EEMC, EESO, ENE MACERICH WHOLLY-OWNED PROPERTIES Avoidance Action
EESI, EEMC, EESO, ENE MACERICH JV PROPERTIES Avoidance Action
EESI, EEMC, EESO, ENE DURST Avoidance Action
CLINTON BAILEY PVS OXIDES Collections
CLINTON FRITO-LAY INC. Collections
CLINTON MSI CORPORATION Collections
CLINTON PEPSICO INC. Collections
CLINTON TELEDYNE INDUSTRIES INC. Collections
CLINTON, EESI D & L ENERGY Collections
CLINTON, EESI EDGEWATER STEEL Collections
CLINTON, EESI LTV STEEL COMPANY Collections
CLINTON, EESI LUCENT Collections
CLINTON, EESI PERRY GAS Collections
CLINTON, EESI STARGHILL ALTERNATIVE ENERGY CORP. Collections
CLINTON, EESI THE OHIO STATE UNIVERSITY Collections
CLINTON, EESI TUSCARORA INC. Collections
CLINTON, EESI WORTHINGTON INDUSTRIES Collections
EEIS, EESI TOYS R US INC. Collections
EEMC 7 ELEVEN Collections
EEMC AM REALTY MANAGEMENT INC. Collections
EEMC BRAD GOLDBLATT-MCDONALDS Collections
EEMC CALIFORNIA COMMUNITY COLLEGE Collections
EEMC CARL KARCHER Collections
O-4
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
---------- ---------- ---------------
EEMC CHB PARTNERSHIP, MARK BROWNSTEIN-MCDONALDS Collections
EEMC CLOROX SERVICES COMPANY Collections
EEMC DOUBLEWOOD INVESTMENT INC. Collections
EEMC EMC CORPORATION Collections
EEMC FREUND BAKING COMPANY Collections
EEMC GREAT LAKES CHEMICAL Collections
EEMC HAKIMIANPOUR RESTAURANT GROUP Collections
EEMC HKM II-PROPERTY DIVISON Collections
EEMC HOMESTAKE MINING COMPANY Collections
EEMC HOWARD GOLDBLATT-MCDONALDS Collections
EEMC INTERNATIONAL PAPER Collections
EEMC IRVINE CO. Collections
EEMC JERRY MEYERSON-MCDONALDS Collections
EEMC JOHN MUIR/MT DIABLO HEALTH SYSTEM Collections
EEMC JOHNS MANVILLE INTERNATIONAL INC. Collections
EEMC KNICKERBOCKER PROPS INC. Collections
EEMC LITTON SYSTEMS INC. Collections
EEMC LOS ANGELES UNIFIED SCHOOL DISTRICT Collections
EEMC M & N FOODS, LLC.-CARL KARCHER Collections
EEMC MALLARD HOLDING COMPANY LLC Collections
EEMC MCDONALDS Collections
EEMC MILLIPORE Collections
EEMC MOTEL 6 Collections
EEMC NESTLE Collections
EEMC NEW ENGLAND FINANCIAL Collections
EEMC NORTEL Collections
EEMC NOVELLUS SYSTEMS INC. Collections
EEMC ORTEK Collections
EEMC PACTIV Collections
EEMC PG&E ENERGY TRADING - POWER, L.P. Collections
EEMC PRINTED CIRCUIT CORPORATION Collections
EEMC RITE AID CORPORATION Collections
EEMC ROBERT J. KILDUFF Collections
EEMC SAN FRANCISCO MART Collections
EEMC SEAGATE TECHNOLOGY Collections
EEMC SIMPLEX TIME RECORDER COMPANY Collections
EEMC SSB REALTY LLC Collections
EEMC STONEY STONEWORK-MCDONALDS Collections
EEMC SYDRAN FOOD SERVICES -BURGER KING Collections
EEMC TERADYNE INC. Collections
EEMC THE LURIE COMPANY Collections
EEMC TRI VALLEY GROWERS Collections
EEMC UNITED PARCEL SERVICE Collections
EEMC UNIVERSITY OF PITTSBURGH Collections
EEMC US COLD STORAGE Collections
EEMC WANG GLOBAL Collections
EEMC WESTERNTEX INDUSTRIES INC. Collections
EEMC, EESI AMERICAN STORES Collections
EEMC, EESI CARLYLE CONDOMINIUM Collections
O-5
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
---------- ---------- ---------------
EEMC, EESI EOP Collections
EEMC, EESI LOCKHEED Collections
EEMC, EESI NORTHROP GRUMMAN CORP Collections
EEMC, EESI PG&E ENERGY TRADING Collections
EEMC, EESI SAFEWAY Collections
EEMC, EESI VINCENT EUPIERRE FRANCHISES Collections
EESEAM, EESO OCEAN SPRAY Collections
EESI 4 THIRD AVE LEASEHOLD LLC Collections
EESI 4500 LTD Collections
EESI 7 THIRD AVE LEASEHOLD LLC Collections
EESI 767 THIRD AVE LEASEHOLD LLC Collections
EESI ACAPULCO ACQUISITION CORP Collections
EESI ACAPULCO RESTAURANT INC Collections
EESI ACCENT ENERGY INC. Collections
EESI AGRIVENTURES LLC Collections
EESI ALBERTSONS Collections
EESI ALBRECHT FARMS Collections
EESI ALFIERO PALISTRONI Collections
EESI ALL METALS PROCESSING/ENTREV LEASING Collections
EESI ALTRADE LLC Collections
EESI ALUMINUM PRECISION PRODUCTS INC. Collections
EESI AMERADA HESS CORPORATION Collections
EESI AMERICAN BRASS & IRON Collections
EESI AMERICAN GARMENT CARE Collections
EESI AMERICAN PREMIER INC. Collections
EESI AMERICAN STANDARD INC. Collections
EESI ANDREWS PETROLEUM Collections
EESI APPLIED MATERIALS Collections
EESI AQUILA ENERGY MARKETING CORPORATION Collections
EESI ARCADIA ENERGY CORPORATION Collections
EESI ASC PROPERTIES Collections
EESI ATLAS CARPET Collections
EESI AURORA NATURAL GAS/WESTERN NATURAL GAS Collections
EESI BAY AREA LAUNDRY Collections
EESI BAY CITY FLOWER CO INC. Collections
EESI BEST TREND Collections
EESI BLUE DIAMOND GROWERS Collections
EESI BOB EVANS FARMS Collections
EESI BORDEN CHEMICAL AND PLASTICS Collections
EESI BOSCOM PARTNERS Collections
EESI BRIAD RESTAURANT GROUP Collections
EESI BRINKER RESTAURANT CORPORATION Collections
EESI BROOKDALE LIVING COMMUNITY Collections
EESI BUCKEYE STEEL CASTINGS Collections
EESI BUDDY BAR CASTING CORP Collections
EESI CANTON DROP FORGE Collections
EESI CATHEDRAL HEALTH SERVICES INC. Collections
EESI CATHOLIC HEALTHCARE EAST Collections
EESI CATHOLIC HEALTHCARE WEST Collections
O-6
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
---------- ---------- ---------------
EESI CHARLES E SMITH RESIDENTIAL REALTY LP Collections
EESI CHEMICAL LIME COMPANY OF ARIZONA Collections
EESI CHINA BASIN BALLPARK CO. LLC Collections
EESI CISCO Collections
EESI CITY OF ALBUQUERQUE Collections
EESI CITY OF CHICAGO Collections
EESI CLARK BROTHERS FARMING Collections
EESI CLASSIC RESIDENCE BY HYATT-CR RIVER Collections
EESI CLEARWATER NURSERY INC. Collections
EESI CNTRLMAINEPOWER Collections
EESI COLUMBUS STEEL DRUM Collections
EESI COMMUNITY MEMORIAL HOSPITAL Collections
EESI COMPAQ Collections
EESI CONEXANT SYSTEMS INC. Collections
EESI CONOPCO Collections
EESI CONSOLIDATED NATURAL RESOURCES Collections
EESI CONTINENTAL AIRLINES Collections
EESI CONTINENTAL GYPSUM COMPANY Collections
EESI COUNTY OF ALLEGHENY Collections
EESI CROWN CITY PLATING CO. Collections
EESI CYPRESS SEMICONDUCTOR CORP. Collections
EESI DEL TACO Collections
EESI DEVELOPERS FUNDING COMPANY Collections
EESI DIOCESE OF JOLIET Collections
EESI DOMINION FIELD SERVICES INC. Collections
EESI DONALDSON COMPANY Collections
EESI DOORI AMERICA INC. Collections
EESI DUKE ENERGY TRADING & MARKETING LLC Collections
EESI DURREL METAL PRODUCTS Collections
EESI DURST Collections
EESI DYNEGY MARKETING AND TRADE Collections
EESI E&J TEXTILE Collections
EESI EDMUND KIM INTERNATIONAL Collections
EESI EGS ELECTRICAL GROUP Collections
EESI ELCO/DETREX CORP Collections
EESI EMPIRE HARD CHROME Collections
EESI EUCLID HEAT TREATING Collections
EESI EVANS COLUMBUS CORP Collections
EESI EXECUTIVE PROPERTIES Collections
EESI FAY DA MANUFACTURING Collections
EESI FEDERAL RESERVE BANK - DALLAS Collections
EESI FERRO CORPORATION Collections
EESI GAINEY CERAMICS INC. Collections
EESI GALEN/COLUMBIA HCA HEALTHCARE CORP Collections
EESI GENERAL ENVIRONMENTAL MGMT/PURE TECH Collections
EESI GENERAL GROWTH PROPERTIES Collections
EESI GMRI Collections
EESI HENRY FORD VILLAGE Collections
EESI HERAEUS METAL PROCESSING INC. Collections
O-7
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
---------- ---------- ---------------
EESI HOME DEPOT Collections
EESI HOUSTON PIPELINE COMPANY Collections
EESI HYATT CORP Collections
EESI IMPERIAL BEEF LLC/SHAMROCK MEATS INC. Collections
EESI INLAND POWDER COATING Collections
EESI INTERNATIONAL PRECISION COMPONENTS Collections
EESI ISW ACQUISITION CO. LTD Collections
EESI J&P FLOWERS INC (GOLDEN COAST NURSERY) Collections
EESI J&R ENGINEERING/PARK AVENUE PRODUCTS INC. Collections
EESI JACK IN THE BOX INC. Collections
EESI JEFFERSON CTY EDUCATIONAL SERVICE CENTER Collections
EESI JINDAL STRIPS LTD DBA MASSILLON STAINLESS INC. Collections
EESI JOHNSON & JOHNSON Collections
EESI JOHNSON RUBBER/JOHNSONITE/NORBALT RUBBER Collections
EESI KAISER HEALTHCARE Collections
EESI KEARNY BOARD OF EDUCATION Collections
EESI KELSEY HAYES Collections
EESI KINZIE INDUSTRIAL DEVELOPMENT Collections
EESI KOMAG Collections
EESI KPR HOLDINGS LP Collections
EESI LA CORONA USA Collections
EESI LAM RESEARCH CORPORATION Collections
EESI LANGER JUICE CO INC. Collections
EESI LANSCO DIE CASTING INC. Collections
EESI LEGACY HEALTH SERVICES Collections
EESI LIMITED INC. Collections
EESI LISTON BRICK COMPANY OF CORONA Collections
EESI LONG ISLAND COLLEGE Collections
EESI LORBER INDUSTRIES OF CA INC. Collections
EESI LUZ SOLAR PARTNERS LTD. Collections
EESI LYONS MAGNUS Collections
EESI M & B INDUSTRIAL GAS DEVELOPMENT COMPANY Collections
EESI MARGATE TENANT CORP. Collections
EESI MASCO CORP. Collections
EESI MATCHMASTER DYEING & FINISHING Collections
EESI MATICH CORP. Collections
EESI MCP INDUSTRIES INC/DBA BUILDING PRODUCTS CO. Collections
EESI MERCY HOSPITAL OF TIFFIN Collections
EESI METRO WASH & LAUNDRY Collections
EESI NAPA PIPE CORP. Collections
EESI NATURAL GAS FUEL COMPANY Collections
EESI NAUMES CONCENTRATES INC. Collections
EESI NEW UNITED MOTOR MANUFACTURING Collections
EESI NORTH AMERICAN WIRE Collections
EESI NSA33-C-TOWN/NENE MEAT CORP. Collections
EESI NTA GRAPHICS INC. Collections
EESI NURI INC. Collections
EESI NYU DOWNTOWN HOSPITAL Collections
EESI NYU THE HOSPITAL OF JOINT DISEASES Collections
O-8
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
---------- ---------- ---------------
EESI OCM BOCES Collections
EESI OFS REALTY CORP. Collections
EESI OHIO METALLURGICAL SVC INC. Collections
EESI OLD BRIDGE CHEMICALS INC. Collections
EESI OXFORD NATURAL GAS COMPANY Collections
EESI PACIFIC TELESIS GROUP Collections
EESI PARADISE TEXTILE Collections
EESI PARALLEL PRODUCTS Collections
EESI PARK RIDGE HOSPITAL Collections
EESI PD HOTEL ASSOCIATES Collections
EESI PECHINEY PLASTIC PACKAGING INC. Collections
EESI PEPSI Collections
EESI PHOENIX DYEWORKS INC. Collections
EESI PLATINUM DYEING & FINISHING INC. Collections
EESI PLYMOUTH INVENTORY INC. Collections
EESI PRECISION SPECIALTY METALS Collections
EESI PREMIER INDUSTRIES INC. Collections
EESI PRIME ALLIANCE Collections
EESI PROMUS Collections
EESI SHAW INDUSTRIES Collections
EESI QUICK QUALITY RESTAURANTS Collections
EESI RAYCHEM Collections
EESI RICHLAND MOULDED BRICK CO. Collections
EESI RIVIERA HOTEL & CASINO Collections
EESI SABA TEXTILES INC Collections
EESI SAINT BARNABAS HEALTH CARE SYSTEMS Collections
EESI SAKS Collections
EESI SAN JOSE ARENA MANAGEMENT, L.P Collections
EESI SAN JOSE UNIFIED SCHOOL DISTRIST Collections
EESI SAN MATEO COUNTY GENERAL HOSPITAL Collections
EESI SANDALWOOD CO-OP INC. Collections
EESI SAVITAR REALTY ADVISORS Collections
EESI SEAPORT HOTELS Collections
EESI SEES COLOR TEXTILE Collections
EESI SIMONE FRUIT CO. Collections
EESI SOLO CUP Collections
EESI SOLOMON ORGANIZATION Collections
EESI SOUTHERN CALIFORNIA PRESBYTERIAN HOMES Collections
EESI SOUTHERN MANAGMENT CORP. Collections
EESI SPRINGCO METAL COATING Collections
EESI ST. MARY HOSPITAL Collections
EESI STAHLY DEVELOPMENT Collections
EESI STERLING CHINA Collections
EESI SUPER DYEING AND FINISHING Collections
EESI SUPERIOR INDUSTRIES INC. Collections
EESI SUTTER HEALTH Collections
EESI SYCOM ENTERPRISES Collections
EESI TARTAN TEXTILE SERVICES INC. Collections
EESI TAYLOR BROS FARMS INC. Collections
O-9
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
---------- ---------- ---------------
EESI TELFER SHELDON OIL CO. Collections
EESI TEMPERFORM USA Collections
EESI TEXACO GAS MARKETING INC. Collections
EESI TEXOLLINI INC. Collections
EESI TEXTILEATHER Collections
EESI THE GREEK AMERICAN RESTAURANT Collections
EESI THE HALL CHEMICAL COMPANY Collections
EESI THE NEW FRONTIER HOTEL & CASINO Collections
EESI THE SCOTTS COMPANY Collections
EESI THOROCK METALS CORPORATION Collections
EESI TI GROUP AUTOMOTIVE SYSTEMS CORPORATION Collections
EESI TISSURAMA INDUSTRIES Collections
EESI TRICON Collections
EESI TRW Collections
EESI UC/CSU Collections
EESI UNITED FOUNDRIES INC. Collections
EESI UNIVERSAL DYEING AND PRINTING Collections
EESI UNIVERSAL HILTON Collections
EESI UNIVERSITY OF CHICAGO Collections
EESI US DYEING AND FINISHING INC. Collections
EESI VALLEY FLOWERS INC. Collections
EESI VALLEY PLATING WORKS INC. Collections
EESI VERIZON Collections
EESI VIASAT INC. Collections
EESI VICTORIA NURSERY INC. Collections
EESI VSS ENTERPRISES, LLC DBA/CASTAWAYS HOTEL & CASINO Collections
EESI WELDED RING PROPERTIES Collections
EESI WISCONSIN-CALIFORNIA FOREST PRODUCTS INC. Collections
EESI, EEMC PACIFIC GAS & ELECTRIC CO. Collections
EESI, EESO GENERAL SERVICES ADMINISTRATION Collections
EESI, EESO OWENS ILLINOIS Collections
EESNA PACTEL Collections
EESO ADVANCED GLASS FIBER YARNS Collections
EESO CHASE Collections
EESO FT HAMILTON Collections
EESO GENERAL CABLE - US Collections
EESO IBM Collections
EESO INFOMART Collections
EESO MACERICH Collections
EESO MOLDED FIBER GLASS Collections
EESO POLAROID Collections
EESO QUAKER Collections
EESO QUEBECOR Collections
EESO REXAM/ANC Collections
EESO RICH PRODUCTS Collections
EESO RIDGE TOOL CO. Collections
EESO SPRINGS Collections
EESO SUIZA Collections
O-10
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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EESO TYCO INTERNATIONAL Collections
LEHEST ELI LILLY Collections
ENRON BROADBAND SERVICES, INC. ADVANCE GLOBAL COMMUNICATIONS, LTD. Collections
ENRON BROADBAND SERVICES, INC. AQUILA BROADBAND SERVICES, INC. Collections
ENRON BROADBAND SERVICES, INC. DUKE ENERGY MERCHANTS LLC Collections
ENRON BROADBAND SERVICES, INC. EXCEL COMMUNICATIONS, INC. Collections
ENRON BROADBAND SERVICES, INC. GJESDAL ENERGI AS Collections
ENRON BROADBAND SERVICES, INC. I2 TECHNOLOGIES, INC. Collections
ENRON BROADBAND SERVICES, INC. INTEGRATED COMMUNICATIONS CONSULTANTS CORPORATION Collections
ENRON BROADBAND SERVICES, INC. IP COMMUNICATIONS, INC. Collections
ENRON BROADBAND SERVICES, INC. MEDIAONDEMAND.COM, INC. Collections
ENRON BROADBAND SERVICES, INC. MEGABYTE NETWORK, INC. Collections
ENRON BROADBAND SERVICES, INC. NETVOICE TECHNOLOGIES, INC. Collections
ENRON BROADBAND SERVICES, INC. SIGMA NETWORKS, INC. Collections
ENRON BROADBAND SERVICES, INC. STORAGEPROVIDER, INC. Collections
ENRON BROADBAND SERVICES, INC. TRAVELERS Collections
ENRON BROADBAND SERVICES, INC. XO COMMUNICATIONS, INC. Collections
ENRON CLEAN FUELS COMPANY ASHLAND CHEMICAL COMPANY Collections
ENRON CLEAN FUELS COMPANY CHEMCENTRAL CORPORATION Collections
ENRON CLEAN FUELS COMPANY CHOU CHEMICAL CO. Collections
ENRON CLEAN FUELS COMPANY CITGO PETROLEUM CORPORATION Collections
ENRON CLEAN FUELS COMPANY CK WITCO CORPORATION Collections
ENRON CLEAN FUELS COMPANY CONE SOLVENTS, INC. Collections
ENRON CLEAN FUELS COMPANY CROMPTON CO./CIE Collections
ENRON CLEAN FUELS COMPANY ENERGYUSA-TPC CORP. Collections
ENRON CLEAN FUELS COMPANY EQUIVA TRADING COMPANY Collections
ENRON CLEAN FUELS COMPANY GE PLASTICS Collections
ENRON CLEAN FUELS COMPANY GEORGE S. COYNE CHEMICAL CO., INC. Collections
ENRON CLEAN FUELS COMPANY HESS ENERGY TRADING COMPANY LLC Collections
ENRON CLEAN FUELS COMPANY KEELING DISTRIBUTING, INC. Collections
ENRON CLEAN FUELS COMPANY KOCH PETROLEUM GROUP, L.P. Collections
ENRON CLEAN FUELS COMPANY LUBRIZOL CORPORATION, THE Collections
ENRON CLEAN FUELS COMPANY METHANEX NEW ZEALAND LIMITED Collections
ENRON CLEAN FUELS COMPANY OLD WORLD INDUSTRIES, INC. Collections
O-11
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON CLEAN FUELS COMPANY SHELL OIL COMPANY Collections
ENRON CLEAN FUELS COMPANY SHELL TRADING (US) COMPANY Collections
ENRON CLEAN FUELS COMPANY TRAMMOCHEM, A DIVISION OF TRANSAMMONIA INC Collections
ENRON CLEAN FUELS COMPANY ULTRAMAR INC. Collections
ENRON CLEAN FUELS COMPANY UNION CARBIDE CORPORATION Collections
ENRON CLEAN FUELS COMPANY VECKRIDGE CHEMICAL COMPANY Collections
ENRON CLEAN FUELS COMPANY VOPAK USA INC. Collections
ENRON CLEAN FUELS COMPANY WILLIAMS ENERGY MARKETING & TRADING COMPANY Collections
ENRON CLEAN FUELS COMPANY WRIGHT CHEMICAL CORPORATION Collections
ENRON FREIGHT MARKETS ARCHER DANIELS MIDLAND COMPANY, INC. Collections
ENRON FREIGHT MARKETS CANADIAN PACIFIC RAILWAY COMPANY Collections
ENRON FREIGHT MARKETS CARDINAL BRANDS, INC. Collections
ENRON FREIGHT MARKETS CARDINAL LOGISTICS MANAGEMENT, INC. Collections
ENRON FREIGHT MARKETS CHEVRON PRODUCTS COMPANY Collections
ENRON FREIGHT MARKETS CONSOLIDATED FREIGHTWAYS CORPORATION Collections
ENRON FREIGHT MARKETS DURAFLAME INC. Collections
ENRON FREIGHT MARKETS FREIGHTQUOTE.COM Collections
ENRON FREIGHT MARKETS GET UP AND GO FREIGHT Collections
ENRON FREIGHT MARKETS GLOBAL TRANSLOGIX, INC. Collections
ENRON FREIGHT MARKETS IGLOO PRODUCTS Collections
ENRON FREIGHT MARKETS JBFF, INC. Collections
ENRON FREIGHT MARKETS MENASHA MATERIAL HANDLING CORP. Collections
ENRON FREIGHT MARKETS MK BATTERY Collections
ENRON FREIGHT MARKETS PROCUREMENT & LOGISTICS SERVICES, INC. Collections
ENRON FREIGHT MARKETS R.E.W. ASSOCIATES, INC. Collections
ENRON FREIGHT MARKETS REZ 1 Collections
ENRON FREIGHT MARKETS RYDER INTEGRATED LOGISTICS Collections
ENRON FREIGHT MARKETS SCOTT LOGISTICS CORPORATION Collections
ENRON FREIGHT MARKETS SHIPPERS INTERSTATE TRANSPORTATION Collections
ENRON FREIGHT MARKETS SUNTECK TRANSPORT CO., INC. Collections
ENRON FREIGHT MARKETS TLC POLYFORM, INC. Collections
ENRON FREIGHT MARKETS UNION PACIFIC RAILROAD COMPANY Collections
ENRON FUELS CARIBBEAN, L.P. PETROBRAS AMERICA INC. Collections
O-12
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON FUELS CARIBBEAN, L.P. SHELL TRADING (US) COMPANY Collections
ENRON FUELS INTERNATIONAL, INC. EMPRESA ENERGETICA CORINTO LTD. Collections
ENRON FUELS INTERNATIONAL, INC. SMITH/ENRON COGENERATION LIMITED PARTNERSHIP Collections
ENRON GAS LIQUIDS, INC. AQUILA ENERGY MARKETING Collections
ENRON GAS LIQUIDS, INC. CHEVRON PHILLIPS CHEMICAL COMPANY LP Collections
ENRON GAS LIQUIDS, INC. COAST ENERGY GROUP, A DIVISION OF CORNERSTONE PROP Collections
ENRON GAS LIQUIDS, INC. DUKE ENERGY MERCHANTS LLC Collections
ENRON GAS LIQUIDS, INC. DYNEGY MIDSTREAM SERVICES, LIMITED PARTNERSHIP Collections
ENRON GAS LIQUIDS, INC. EL PASO MERCHANT ENERGY-PETROLEUM COMPANY Collections
ENRON GAS LIQUIDS, INC. EL PASO NGL MARKETING, L.P. Collections
ENRON GAS LIQUIDS, INC. GAS PRODUCERS LIQUIDS INC. Collections
ENRON GAS LIQUIDS, INC. GLENCORE AG Collections
ENRON GAS LIQUIDS, INC. GLENCORE LTD. Collections
ENRON GAS LIQUIDS, INC. KOCH HYDROCARBONS COMPANY Collections
ENRON GAS LIQUIDS, INC. KOCH PETROLEUM GROUP, L.P. Collections
ENRON GAS LIQUIDS, INC. MARATHON ASHLAND PETROLEUM, LLC Collections
ENRON GAS LIQUIDS, INC. PLAINS MARKETING, L.P. Collections
ENRON GAS LIQUIDS, INC. SHELL OIL COMPANY Collections
ENRON GAS LIQUIDS, INC. TAUBER OIL COMPANY Collections
ENRON GAS LIQUIDS, INC. VANGUARD PETROLEUM CORP. Collections
ENRON GAS LIQUIDS, INC. WESTLAKE PETROCHEMICAL CORPORATION Collections
ENRON GAS LIQUIDS, INC. WILLIAMS ENERGY MARKETING & TRADING COMPANY Collections
ENRON GAS LIQUIDS, INC. XERON, INC. Collections
ENRON INDUSTRIAL MARKETS AMERIMARK DIRECT LLC Collections
ENRON INDUSTRIAL MARKETS CAROLINA HOLDINGS, INC. Collections
ENRON INDUSTRIAL MARKETS CASCADES INC. Collections
ENRON INDUSTRIAL MARKETS CONAGRA TRADE GROUP, INC. Collections
ENRON INDUSTRIAL MARKETS DIAL CORP., THE Collections
ENRON INDUSTRIAL MARKETS DISPATCH PRINTING COMPANY INC., THE Collections
ENRON INDUSTRIAL MARKETS IESI CORPORATION Collections
ENRON INDUSTRIAL MARKETS INTERSTATE RESOURCES, INC. Collections
ENRON INDUSTRIAL MARKETS JEFFERSON SMURFIT CORPORATION (US) Collections
ENRON INDUSTRIAL MARKETS KNIGHT-RIDDER, INC. Collections
ENRON INDUSTRIAL MARKETS MEDIA GENERAL, INC. Collections
ENRON INDUSTRIAL MARKETS MEDIANEWS GROUP, INC. Collections
ENRON INDUSTRIAL MARKETS MIRANT AMERICAS ENERGY MARKETING, L.P. Collections
ENRON INDUSTRIAL MARKETS NEW YORK TIMES COMPANY, THE Collections
ENRON INDUSTRIAL MARKETS NEWTOWN PAPER COMPANY, INC. Collections
ENRON INDUSTRIAL MARKETS PAPERBOARD INDUSTRIES INTERNATIONAL, INC. Collections
O-13
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON INDUSTRIAL MARKETS PERKINS PAPERS LTD. Collections
ENRON INDUSTRIAL MARKETS PORT TOWNSEND PAPER CORPORATION Collections
ENRON INDUSTRIAL MARKETS RANDOM HOUSE, INC. Collections
ENRON INDUSTRIAL MARKETS ROCK-TENN COMPANY Collections
ENRON INDUSTRIAL MARKETS SMURFIT PACKAGING CORPORATION Collections
ENRON INDUSTRIAL MARKETS THE BAKERSFIELD CALIFORNIAN Collections
ENRON INDUSTRIAL MARKETS TRANZONIC COMPANIES, THE Collections
ENRON INDUSTRIAL MARKETS TRIBUNE COMPANY Collections
ENRON INDUSTRIAL MARKETS WESTWARD COMMUNICATIONS LLC Collections
ENRON INDUSTRIAL MARKETS XEROX CORPORATION Collections
ENRON LIQUID FUELS, INC. AMERADA HESS CORPORATION Collections
ENRON LIQUID FUELS, INC. BP OIL INTERNATIONAL LIMITED Collections
ENRON LIQUID FUELS, INC. CENTRAL MAINE POWER COMPANY Collections
ENRON LIQUID FUELS, INC. CHEMOIL CORPORATION Collections
ENRON LIQUID FUELS, INC. CHEVRON PRODUCTS COMPANY, A DIVISION OF CHEVRON USA, INC. Collections
ENRON LIQUID FUELS, INC. CITGO PETROLEUM CORPORATION Collections
ENRON LIQUID FUELS, INC. COLONIAL OIL INDUSTRIES INC. Collections
ENRON LIQUID FUELS, INC. CONECTIV ENERGY SUPPLY, INC. Collections
ENRON LIQUID FUELS, INC. DANZAS AEI DRAWBACK SERVICES Collections
ENRON LIQUID FUELS, INC. DUBAI NATURAL GAS COMPANY Collections
ENRON LIQUID FUELS, INC. DUKE ENERGY MERCHANTS LLC Collections
ENRON LIQUID FUELS, INC. EASTERN OIL OF NEW JERSEY, INC. Collections
ENRON LIQUID FUELS, INC. EL PASO MERCHANT ENERGY-PETROLEUM COMPANY Collections
ENRON LIQUID FUELS, INC. EQUISTAR CHEMICALS, LP Collections
ENRON LIQUID FUELS, INC. EQUIVA TRADING COMPANY Collections
ENRON LIQUID FUELS, INC. EXXON COMPANY, USA, A DIVISION OF EXXON CORPORATION Collections
ENRON LIQUID FUELS, INC. GE PLASTICS Collections
ENRON LIQUID FUELS, INC. GLENCORE LTD. Collections
ENRON LIQUID FUELS, INC. GLOBAL COMPANIES LLC Collections
ENRON LIQUID FUELS, INC. HESS ENERGY TRADING COMPANY LLC Collections
ENRON LIQUID FUELS, INC. IRVING OIL TERMINALS INC. Collections
ENRON LIQUID FUELS, INC. ITOCHU INTERNATIONAL INC. Collections
ENRON LIQUID FUELS, INC. KOCH PETROLEUM GROUP, L.P. Collections
O-14
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON LIQUID FUELS, INC. LOUIS DREYFUS CORPORATION Collections
ENRON LIQUID FUELS, INC. LOUIS DREYFUS ENERGY LTD. Collections
ENRON LIQUID FUELS, INC. MORGAN STANLEY CAPITAL GROUP INC. Collections
ENRON LIQUID FUELS, INC. MORGAN STANLEY GROUP INC. Collections
ENRON LIQUID FUELS, INC. NOBLE AMERICAS CORP. Collections
ENRON LIQUID FUELS, INC. NORTHEAST UTILITIES SERVICE COMPANY Collections
ENRON LIQUID FUELS, INC. NORTHVILLE INDUSTRIES CORP. Collections
ENRON LIQUID FUELS, INC. PDVSA PETROLEO Y GAS, S.A. Collections
ENRON LIQUID FUELS, INC. PETROBRAS AMERICA INC. Collections
ENRON LIQUID FUELS, INC. PHIBRO, INC. Collections
ENRON LIQUID FUELS, INC. PROCARIBE INC. Collections
ENRON LIQUID FUELS, INC. PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE Collections
ENRON LIQUID FUELS, INC. SHELL CHEMICAL COMPANY Collections
ENRON LIQUID FUELS, INC. SHELL OIL COMPANY Collections
ENRON LIQUID FUELS, INC. SHELL TRADING (US) COMPANY Collections
ENRON LIQUID FUELS, INC. SHELL WESTERN SUPPLY AND TRADING LIMITED Collections
ENRON LIQUID FUELS, INC. SOCIETE GENERALE ENERGIE (USA) CORP. Collections
ENRON LIQUID FUELS, INC. SUNOCO INC. Collections
ENRON LIQUID FUELS, INC. TOTAL INTERNATIONAL LIMITED Collections
ENRON LIQUID FUELS, INC. TRAFIGURA AG Collections
ENRON LIQUID FUELS, INC. TRAMMOCHEM, A DIVISION OF TRANSAMMONIA INC Collections
ENRON LIQUID FUELS, INC. VIRGINIA ELECTRIC AND POWER COMPANY Collections
ENRON LIQUID FUELS, INC. WESTPORT PETROLEUM, INC. Collections
ENRON LIQUID FUELS, INC. WILLIAMS ENERGY MARKETING & TRADING COMPANY Collections
ENRON LNG SHIPPING COMPANY LEIF HOEGH & CO. ASA Collections
ENRON NORTH AMERICA CORP. ABARTA OIL & GAS, INC. Collections
ENRON NORTH AMERICA CORP. AEC MARKETING Collections
ENRON NORTH AMERICA CORP. AEC STORAGE AND HUB SERVICES, A BUSINESS UNIT OF A Collections
ENRON NORTH AMERICA CORP. AEP ENERGY SERVICES, INC. Collections
ENRON NORTH AMERICA CORP. AEP/HPL Collections
ENRON NORTH AMERICA CORP. AGAVE ENERGY COMPANY Collections
ENRON NORTH AMERICA CORP. AIG COMMODITY ARBITRAGE FUND LLC Collections
ENRON NORTH AMERICA CORP. AIG COMMODITY ARBITRAGE FUND LP Collections
O-15
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON NORTH AMERICA CORP. AIG ENERGY TRADING, INC. Collections
ENRON NORTH AMERICA CORP. AIG HIGHSTAR CAPITAL, L.P. Collections
ENRON NORTH AMERICA CORP. AIG TRADING CORPORATION Collections
ENRON NORTH AMERICA CORP. ALABAMA GAS CORPORATION Collections
ENRON NORTH AMERICA CORP. ALABAMA GAS CORPORATION Collections
ENRON NORTH AMERICA CORP. ALCOA INC. Collections
ENRON NORTH AMERICA CORP. ALL PRO PAPER OF TEXAS, INC. Collections
ENRON NORTH AMERICA CORP. ALMA ENERGY CORP. Collections
ENRON NORTH AMERICA CORP. ALPINE ENERGY CO., INC. Collections
ENRON NORTH AMERICA CORP. ALPINE ENERGY CO., INC. Collections
ENRON NORTH AMERICA CORP. ALSTOM POWER, INC. Collections
ENRON NORTH AMERICA CORP. AMERADA HESS COMPANY Collections
ENRON NORTH AMERICA CORP. AMERADA HESS CORPORATION Collections
ENRON NORTH AMERICA CORP. AMERADA HESS TRADING COMPANY, A DIVISION OF AMERAD Collections
ENRON NORTH AMERICA CORP. AMEREN ENERGY FUELS AND SERVICES COMPANY, AS AGENT Collections
ENRON NORTH AMERICA CORP. AMERICA CHUNG NAM, INC. Collections
ENRON NORTH AMERICA CORP. AMTEX STEEL, INC. Collections
ENRON NORTH AMERICA CORP. ANADARKO PETROLEUM CORPORATION Collections
ENRON NORTH AMERICA CORP. ANGUS ENERGY, INC. Collections
ENRON NORTH AMERICA CORP. ANKER ENERGY CORPORATION Collections
ENRON NORTH AMERICA CORP. ANP MARKETING COMPANY Collections
ENRON NORTH AMERICA CORP. APPLETON PAPERS INC. Collections
ENRON NORTH AMERICA CORP. APS ENERGY SERVICES COMPANY, INC. Collections
ENRON NORTH AMERICA CORP. AQUILA CANADA CORP. Collections
ENRON NORTH AMERICA CORP. AQUILA DALLAS MARKETING, L.P. Collections
ENRON NORTH AMERICA CORP. AQUILA ENERGY Collections
ENRON NORTH AMERICA CORP. AQUILA MERCHANT SERVICES - INTERNATIONAL, LIMITED Collections
ENRON NORTH AMERICA CORP. AQUILA RISK MANAGEMENT CORPORATION Collections
ENRON NORTH AMERICA CORP. ARC INTERNATIONAL INDUSTRIAL MATERIALS COMPANY LIMITED Collections
ENRON NORTH AMERICA CORP. ARCH COAL SALES COMPANY, INC. Collections
ENRON NORTH AMERICA CORP. ARCH COAL, INC. Collections
ENRON NORTH AMERICA CORP. ARIES RESOURCES LLC Collections
O-16
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON NORTH AMERICA CORP. ARIZONA PUBLIC SERVICE CO Collections
ENRON NORTH AMERICA CORP. ARLINGTON STORAGE CORPORATION Collections
ENRON NORTH AMERICA CORP. ASHLAND CHEMICAL COMPANY Collections
ENRON NORTH AMERICA CORP. ASHLAND SPECIALTY CHEMICALS COMPANY Collections
ENRON NORTH AMERICA CORP. ASSET MANAGEMENT GROUP, INC. Collections
ENRON NORTH AMERICA CORP. ASSOCIATED NATURAL GAS CORPORATION Collections
ENRON NORTH AMERICA CORP. ASTRA POWER, LLC Collections
ENRON NORTH AMERICA CORP. ASTRA RESOURCES, INC. Collections
ENRON NORTH AMERICA CORP. ATMOS ENERGY CORPORATION Collections
ENRON NORTH AMERICA CORP. AURORA SERVICES, INC. Collections
ENRON NORTH AMERICA CORP. BADAK GAS MARKETING, INC. Collections
ENRON NORTH AMERICA CORP. BALTIMORE GAS AND ELECTRIC COMPANY Collections
ENRON NORTH AMERICA CORP. BANKERS TRUST COMPANY Collections
ENRON NORTH AMERICA CORP. BARCLAYS BANK PLC Collections
ENRON NORTH AMERICA CORP. BARCLAYS BANK PLC - LONDON Collections
ENRON NORTH AMERICA CORP. BARRETT FUELS CORPORATION Collections
ENRON NORTH AMERICA CORP. BARSTEEL CORP. Collections
ENRON NORTH AMERICA CORP. BASE PETROLEUM, INC. Collections
ENRON NORTH AMERICA CORP. BASIN EXPLORATION, INC. Collections
ENRON NORTH AMERICA CORP. BATEMAN PRINTING SERVICES, INC. Collections
ENRON NORTH AMERICA CORP. BAY ROCK OPERATING CO. Collections
ENRON NORTH AMERICA CORP. BECK ENERGY CORPORATION Collections
ENRON NORTH AMERICA CORP. BELCO OIL & GAS CORP. Collections
ENRON NORTH AMERICA CORP. BELDEN & BLAKE CORPORATION Collections
ENRON NORTH AMERICA CORP. BERENFIELD CONTAINERS, INC. Collections
ENRON NORTH AMERICA CORP. BETHLEHEM STEEL CORPORATION Collections
ENRON NORTH AMERICA CORP. BETTIS, BOYLE & STOVALL, INC. Collections
ENRON NORTH AMERICA CORP. BETTY QUICK, AGENT Collections
ENRON NORTH AMERICA CORP. BILL KENNEDY Collections
ENRON NORTH AMERICA CORP. BLACK MARLIN PIPELINE COMPANY INC. Collections
ENRON NORTH AMERICA CORP. BLACKSBURG, TOWN OF Collections
ENRON NORTH AMERICA CORP. BLUE FLAME PROPANE INC Collections
ENRON NORTH AMERICA CORP. BMO NESBITT BURNS CORP. Collections
O-17
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON NORTH AMERICA CORP. BNG PRODUCING & DRILLING, INC. Collections
ENRON NORTH AMERICA CORP. BOISE CASCADE CORPORATION Collections
ENRON NORTH AMERICA CORP. BOONVILLE NATURAL GAS CORP., THE Collections
ENRON NORTH AMERICA CORP. BOSTON GAS COMPANY Collections
ENRON NORTH AMERICA CORP. BP CAPITAL ENERGY EQUITY FUND, L.P. Collections
ENRON NORTH AMERICA CORP. BP CAPITAL ENERGY INTERNATIONAL HOLDING Collections
ENRON NORTH AMERICA CORP. BREWER NATURAL GAS, L.L.C. Collections
ENRON NORTH AMERICA CORP. BULL MOOSE TUBE COMPANY Collections
ENRON NORTH AMERICA CORP. BURLINGTON RESOURCES INC. Collections
ENRON NORTH AMERICA CORP. C&L PETROLEUM SERVICES COMPANY Collections
ENRON NORTH AMERICA CORP. CACTUS HYDROCARBON III LIMITED PARTNERSHIP Collections
ENRON NORTH AMERICA CORP. CAGE GAS SERVICES Collections
ENRON NORTH AMERICA CORP. CALPINE ENERGY SERVICES, L.P. Collections
ENRON NORTH AMERICA CORP. CANADIAN HUNTER EXPLORATION LTD. Collections
ENRON NORTH AMERICA CORP. CANADIAN IMPERIAL BANK OF COMMERCE Collections
ENRON NORTH AMERICA CORP. CANADIAN NATURAL RESOURCES LTD. Collections
ENRON NORTH AMERICA CORP. CANFIBRE OF RIVERSIDE, INC. Collections
ENRON NORTH AMERICA CORP. CARDINAL NATURAL FUEL, CO., INC. Collections
ENRON NORTH AMERICA CORP. CARGILL, INCORPORATED Collections
ENRON NORTH AMERICA CORP. CARTHAGE ENERGY SERVICES, INC. Collections
ENRON NORTH AMERICA CORP. CASTLE GAS COMPANY, INC. Collections
ENRON NORTH AMERICA CORP. CATEQUIL OVERSEAS PARTNERS, LTD. Collections
ENRON NORTH AMERICA CORP. CBE, INC. Collections
ENRON NORTH AMERICA CORP. CELADON GROUP, INC. Collections
ENRON NORTH AMERICA CORP. CELULOSA Y PAPEL SOLAR S.A. DE C.V. Collections
ENRON NORTH AMERICA CORP. CENEX HARVEST STATES COOPERATIVES Collections
ENRON NORTH AMERICA CORP. CENTRAL FLORIDA GAS Collections
ENRON NORTH AMERICA CORP. CENTRAL ILLINOIS PUBLIC SERVICE COMPANY Collections
ENRON NORTH AMERICA CORP. CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), THE Collections
ENRON NORTH AMERICA CORP. CHEVRON USA INC. Collections
ENRON NORTH AMERICA CORP. CIG FIELD SERVICES COMPANY Collections
ENRON NORTH AMERICA CORP. CINERGY CANADA INC. Collections
ENRON NORTH AMERICA CORP. CINERGY CAPITAL & TRADING INC. Collections
O-18
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON NORTH AMERICA CORP. CINERGY SERVICES, INC. Collections
ENRON NORTH AMERICA CORP. CINNABAR ENERGY SERVICES & TRADING, LLC Collections
ENRON NORTH AMERICA CORP. CITRUS - FLORIDA POWER CORPORATION Collections
ENRON NORTH AMERICA CORP. CITY OF DEFUNIAK SPRINGS Collections
ENRON NORTH AMERICA CORP. CITY OF HUNTSVILLE Collections
ENRON NORTH AMERICA CORP. CITY OF MADISON Collections
ENRON NORTH AMERICA CORP. CITY OF PALO ALTO Collections
ENRON NORTH AMERICA CORP. CITY OF PASADENA Collections
ENRON NORTH AMERICA CORP. CITY OF SHELBY Collections
ENRON NORTH AMERICA CORP. CITY OF TALLAHASSEE Collections
ENRON NORTH AMERICA CORP. CLARK OIL TRADING COMPANY Collections
ENRON NORTH AMERICA CORP. CLAYTON PETROLEUM CORP. Collections
ENRON NORTH AMERICA CORP. CLECO MARKETING AND TRADING, LLC Collections
ENRON NORTH AMERICA CORP. CNG APPALACHIAN Collections
ENRON NORTH AMERICA CORP. COAST ENERGY CANADA, INC. Collections
ENRON NORTH AMERICA CORP. COAST ENERGY GROUP, A DIVISION OF CORNERSTONE PROP Collections
ENRON NORTH AMERICA CORP. COASTAL GAS MARKETING COMPANY Collections
ENRON NORTH AMERICA CORP. COASTLINE EXPLORATION INC. Collections
ENRON NORTH AMERICA CORP. COKINOS ENERGY CORPORATION Collections
ENRON NORTH AMERICA CORP. COLOGNE PRODUCTION COMPANY Collections
ENRON NORTH AMERICA CORP. COLUMBIA ENERGY SERVICES CORPORATION Collections
ENRON NORTH AMERICA CORP. COLUMBIA GAS OF KENTUCKY, INC. Collections
ENRON NORTH AMERICA CORP. COLUMBIA NATURAL RESOURCES, INC. Collections
ENRON NORTH AMERICA CORP. COMMONWEALTH ATLANTIC LIMITED PARTNERSHIP Collections
ENRON NORTH AMERICA CORP. COMMONWEALTH GAS COMPANY Collections
ENRON NORTH AMERICA CORP. COMMONWEALTH OF VIRGINIA Collections
ENRON NORTH AMERICA CORP. COMPANIA MINERA AUTLAN, S.A. DE C.V. Collections
ENRON NORTH AMERICA CORP. CONAGRA TRADE GROUP, INC. Collections
ENRON NORTH AMERICA CORP. CONSTELLATION POWER SOURCE, INC. Collections
ENRON NORTH AMERICA CORP. CONSUMERS ENERGY COMPANY Collections
ENRON NORTH AMERICA CORP. COPAMEX, S.A. DE C.V. Collections
ENRON NORTH AMERICA CORP. CORNERSTONE PROPANE, L.P. Collections
ENRON NORTH AMERICA CORP. CORPUS CHRISTI GAS MARKETING, INC. Collections
O-19
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON NORTH AMERICA CORP. CO-STEEL INC. Collections
ENRON NORTH AMERICA CORP. CREDIT LYONNAIS ROUSE DERIVATIVES DIV'N OF CREDIT LYONNAIS SA Collections
ENRON NORTH AMERICA CORP. CREDIT SUISSE FIRST BOSTON CORPORATION Collections
ENRON NORTH AMERICA CORP. CREDIT SUISSE FIRST BOSTON LONDON BRANCH Collections
ENRON NORTH AMERICA CORP. CRESTAR ENERGY INC. Collections
ENRON NORTH AMERICA CORP. CROSS OIL REFINING & MARKETING, INC. Collections
ENRON NORTH AMERICA CORP. CROSSTEX CCNG MARKETING LTD. Collections
ENRON NORTH AMERICA CORP. CROSSTEX GULF COAST MARKETING LTD. Collections
ENRON NORTH AMERICA CORP. CURTIS STEEL CORPORATION Collections
ENRON NORTH AMERICA CORP. CYPRESS GAS PIPELINE, LLC Collections
ENRON NORTH AMERICA CORP. DALLAS WAREHOUSE & RELOAD Collections
ENRON NORTH AMERICA CORP. DANNIC ENERGY Collections
ENRON NORTH AMERICA CORP. DARROL C. BYERS Collections
ENRON NORTH AMERICA CORP. DAVID SHAFER OIL PRODUCERS, INC. Collections
ENRON NORTH AMERICA CORP. DAYTON POWER AND LIGHT COMPANY, THE Collections
ENRON NORTH AMERICA CORP. DEFERIET PAPER COMPANY Collections
ENRON NORTH AMERICA CORP. DELTA STEEL, INC. Collections
ENRON NORTH AMERICA CORP. DEUTSCHE BANK AG Collections
ENRON NORTH AMERICA CORP. DEVON ENERGY CORPORATION Collections
ENRON NORTH AMERICA CORP. DEVONIAN RESOURCES, INC. Collections
ENRON NORTH AMERICA CORP. DIAL CORP., THE Collections
ENRON NORTH AMERICA CORP. DIXON OIL AND GAS Collections
ENRON NORTH AMERICA CORP. DOLPHIN PETROLEUM, INC. COLLECTIONS
ENRON NORTH AMERICA CORP. DOMINION EXPLORATION CANADA LTD. Collections
ENRON NORTH AMERICA CORP. DOMINION OKLAHOMA TEXAS EXPLORATION & PRODUCTION, Collections
ENRON NORTH AMERICA CORP. DOMINION RETAIL, INC. Collections
ENRON NORTH AMERICA CORP. DOVER POST COMPANY Collections
ENRON NORTH AMERICA CORP. DOW CHEMICAL COMPANY, THE Collections
ENRON NORTH AMERICA CORP. DOW HYDROCARBONS AND RESOURCES, INC. Collections
ENRON NORTH AMERICA CORP. DOW HYDROCARBONS AND RESOURCES, INC. Collections
ENRON NORTH AMERICA CORP. DRY CREEK OIL & GAS Collections
ENRON NORTH AMERICA CORP. DUKE ENERGY CORPORATION Collections
O-20
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON NORTH AMERICA CORP. DUKE ENERGY FIELD SERVICES, INC. Collections
ENRON NORTH AMERICA CORP. DUKE ENERGY FUELS, L.P. Collections
ENRON NORTH AMERICA CORP. DUKE ENERGY NGL SERVICES, LP Collections
ENRON NORTH AMERICA CORP. DUKE ENERGY TRADING AND MARKE Collections
ENRON NORTH AMERICA CORP. DUSTY DRILLING & PRODUCING CORP. Collections
ENRON NORTH AMERICA CORP. DYNEGY CANADA INC. Collections
ENRON NORTH AMERICA CORP. DYNEGY COAL TRADING & TRANSPORTATION, L.L.C. Collections
ENRON NORTH AMERICA CORP. DYNEGY ENERGY, INC. Collections
ENRON NORTH AMERICA CORP. DYNEGY LIQUIDS MARKETING AND TRADE Collections
ENRON NORTH AMERICA CORP. DYNEGY NGL, INC. Collections
ENRON NORTH AMERICA CORP. EAGLE NATURAL GAS COMPANY Collections
ENRON NORTH AMERICA CORP. EASTERN COLOR PRINTING CO. INC., THE Collections
ENRON NORTH AMERICA CORP. EASTERN KENTUCKY EXPLORATION CO. Collections
ENRON NORTH AMERICA CORP. EASTERN KENTUCKY OIL & GAS, INC. Collections
ENRON NORTH AMERICA CORP. EASTERN NEW MEXICO NATURAL GAS ASSOCIATION INC Collections
ENRON NORTH AMERICA CORP. EEX E&P COMPANY, L.P. Collections
ENRON NORTH AMERICA CORP. EGEMINSA Collections
ENRON NORTH AMERICA CORP. EL PASO ELECTRIC COMPANY Collections
ENRON NORTH AMERICA CORP. EL PASO INDUSTRIAL ENERGY, L.P. Collections
ENRON NORTH AMERICA CORP. EL PASO MERCHANT ENERGY - GAS, L.P. Collections
ENRON NORTH AMERICA CORP. EL PASO MERCHANT ENERGY CANADA INC. Collections
ENRON NORTH AMERICA CORP. EL PASO MERCHANT ENERGY-PETROLEUM COMPANY Collections
ENRON NORTH AMERICA CORP. ELIZABETHTOWN GAS COMPANY Collections
ENRON NORTH AMERICA CORP. ELIZABETHTOWN GAS COMPANY, A DIVISION OF NUI CORPO Collections
ENRON NORTH AMERICA CORP. ELK RIVER PUBLIC UTILITY DISTRICT Collections
ENRON NORTH AMERICA CORP. ENCINA GAS MARKETING COMPANY LLC Collections
ENRON NORTH AMERICA CORP. ENERGY DEVELOPMENT CORPORATION Collections
ENRON NORTH AMERICA CORP. ENERGY DYNAMICS MANAGEMENT, INC. Collections
ENRON NORTH AMERICA CORP. ENERGY MARKETING, A DIVISION OF AMERADA HESS CORPO Collections
ENRON NORTH AMERICA CORP. ENERGY SERVICES OF PENSACOLA Collections
ENRON NORTH AMERICA CORP. ENGAGE ENERGY AMERICA LLC Collections
ENRON NORTH AMERICA CORP. ENOGEX INC. Collections
ENRON NORTH AMERICA CORP. ENTERGY LOUISIANA, INC. Collections
O-21
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON NORTH AMERICA CORP. ENTERGY NEW ORLEANS, INC. Collections
ENRON NORTH AMERICA CORP. ENTEX GAS MARKETING COMPANY Collections
ENRON NORTH AMERICA CORP. ENTEX, A DIVISION OF NORAM ENERGY CORP. Collections
ENRON NORTH AMERICA CORP. ENTRADA ENERGY VENTURES, L.L.C. Collections
ENRON NORTH AMERICA CORP. EQUITABLE ENERGY L.L.C. Collections
ENRON NORTH AMERICA CORP. EQUITABLE GAS COMPANY Collections
ENRON NORTH AMERICA CORP. ESSERMAN STEEL CO INC Collections
ENRON NORTH AMERICA CORP. EXELON ENERGY COMPANY Collections
ENRON NORTH AMERICA CORP. EXXON COMPANY, USA, A DIVISION OF EXXON CORPORATIO Collections
ENRON NORTH AMERICA CORP. FARMLAND INDUSTRIES, INC. Collections
ENRON NORTH AMERICA CORP. FERALLOY CORPORATION Collections
ENRON NORTH AMERICA CORP. FIBRES INTERNATIONAL, INC. Collections
ENRON NORTH AMERICA CORP. FIRST PERMIAN, LLC Collections
ENRON NORTH AMERICA CORP. FLORIDA GAS UTILITY Collections
ENRON NORTH AMERICA CORP. FLOYD OIL COMPANY Collections
ENRON NORTH AMERICA CORP. FULL SHINE ENTERPRISE CO., INC. Collections
ENRON NORTH AMERICA CORP. GANNETT CO. INC. Collections
ENRON NORTH AMERICA CORP. GAS PRODUCERS LIQUIDS INC. Collections
ENRON NORTH AMERICA CORP. GC MARKETING COMPANY Collections
ENRON NORTH AMERICA CORP. GENERAL ELECTRIC COMPANY Collections
ENRON NORTH AMERICA CORP. GEORGIA PACIFIC CORPORATION Collections
ENRON NORTH AMERICA CORP. GIANT REFINING COMPANY Collections
ENRON NORTH AMERICA CORP. GLENCORE COMMODITIES LIMITED Collections
ENRON NORTH AMERICA CORP. GLENCORE LTD. Collections
ENRON NORTH AMERICA CORP. GOLDMAN SACHS & CO. Collections
ENRON NORTH AMERICA CORP. GOLDMAN SACHS CAPITAL MARKETS, L.P. Collections
ENRON NORTH AMERICA CORP. GORDONSVILLE ENERGY, L.P. Collections
ENRON NORTH AMERICA CORP. GRABLE BOSWORTH RONNING Collections
ENRON NORTH AMERICA CORP. GRAND GULF PRODUCTION, LLC Collections
ENRON NORTH AMERICA CORP. GRANT PRINTING Collections
ENRON NORTH AMERICA CORP. GREAT RIVER ENERGY Collections
ENRON NORTH AMERICA CORP. GREELEY GAS COMPANY AN OPERATING DIVISION OF ATMOS Collections
ENRON NORTH AMERICA CORP. GREENBRIER ENERGY INC Collections
O-22
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON NORTH AMERICA CORP. GRUPO PETROTEMEX, S.A. DE C.V. Collections
ENRON NORTH AMERICA CORP. GUADALUPE POWER PARTNERS LP Collections
ENRON NORTH AMERICA CORP. GULF COAST RECYCLING LTD. Collections
ENRON NORTH AMERICA CORP. GULF ENERGY MARKETING COMPANY Collections
ENRON NORTH AMERICA CORP. GULF ENERGY MARKETING COMPANY Collections
ENRON NORTH AMERICA CORP. GULF GAS UTILITIES COMPANY Collections
ENRON NORTH AMERICA CORP. GULF SOUTH PIPELINE COMPANY, LP Collections
ENRON NORTH AMERICA CORP. H.E. ACKER Collections
ENRON NORTH AMERICA CORP. HALL ENERGY COMPANY Collections
ENRON NORTH AMERICA CORP. HARRIS STEEL COMPANY, INC. Collections
ENRON NORTH AMERICA CORP. HEARTLAND STEEL, INC. Collections
ENRON NORTH AMERICA CORP. HEP PURE, LP Collections
ENRON NORTH AMERICA CORP. HESS ENERGY SERVICES COMPANY, LLC Collections
ENRON NORTH AMERICA CORP. HESS ENERGY TRADING COMPANY (UK) LIMITED Collections
ENRON NORTH AMERICA CORP. HESS ENERGY TRADING COMPANY LLC Collections
ENRON NORTH AMERICA CORP. HESS ENERGY TRADING COMPANY UK LIMITED AS AGENTS Collections
FOR HESS ENERGY TRADING COMPANY LLC
ENRON NORTH AMERICA CORP. HESS ENERGY, INC. Collections
ENRON NORTH AMERICA CORP. HIGH ISLAND OFFSHORE SYSTEM Collections
ENRON NORTH AMERICA CORP. HOLLINGER INTERNATIONAL INC. Collections
ENRON NORTH AMERICA CORP. HOLNAM INC. Collections
ENRON NORTH AMERICA CORP. HOPE GAS INC. Collections
ENRON NORTH AMERICA CORP. HORIZON STEEL CO. Collections
ENRON NORTH AMERICA CORP. HOUSTON ENERGY SERVICES COMPANY, LLC Collections
ENRON NORTH AMERICA CORP. HOWARD ENERGY MARKETING, INC. Collections
ENRON NORTH AMERICA CORP. HPLC, A DIVISION OF 0058 Collections
ENRON NORTH AMERICA CORP. HUNTCO STEEL, INC. Collections
ENRON NORTH AMERICA CORP. HYDROCARBON LEASE MANAGEMENT, INC. Collections
ENRON NORTH AMERICA CORP. HYDRO-QUEBEC Collections
ENRON NORTH AMERICA CORP. ICC ENERGY Collections
ENRON NORTH AMERICA CORP. ICC ENERGY CORPORATION Collections
ENRON NORTH AMERICA CORP. IES UTILITIES INC. Collections
ENRON NORTH AMERICA CORP. ILLINOVA ENERGY PARTNERS, INC. Collections
O-23
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON NORTH AMERICA CORP. IMD STORAGE, TRANSPORTATION AND ASSET MANAGEMENT C Collections
ENRON NORTH AMERICA CORP. INDIANA PRINTING & PUBLISHING CO., INC. Collections
ENRON NORTH AMERICA CORP. INDIANA UTILITIES CORPORATION Collections
ENRON NORTH AMERICA CORP. INLAND CONTAINER CORPORATION Collections
ENRON NORTH AMERICA CORP. INLAND PAPERBOARD & PACKAGING INC. Collections
ENRON NORTH AMERICA CORP. INNOVATIVE GAS SERVICES, INC. Collections
ENRON NORTH AMERICA CORP. INTERNATIONAL PAPER COMPANY Collections
ENRON NORTH AMERICA CORP. INTERSTATE GAS SUPPLY, INC. Collections
ENRON NORTH AMERICA CORP. INTERSTATE NATURAL GAS COMPANY Collections
ENRON NORTH AMERICA CORP. ISPAT INLAND INC. Collections
ENRON NORTH AMERICA CORP. J. ARON COMPANY Collections
ENRON NORTH AMERICA CORP. J. M. HUBER CORPORATION Collections
ENRON NORTH AMERICA CORP. JACKS CREEK OIL & GAS Collections
ENRON NORTH AMERICA CORP. JAY MANAGEMENT COMPANY, LLC Collections
ENRON NORTH AMERICA CORP. JC ENERGY RESOURCES, INC. Collections
ENRON NORTH AMERICA CORP. JIANGSU OVERSEAS GROUP Collections
ENRON NORTH AMERICA CORP. JOHNS MANVILLE INTERNATIONAL, INC Collections
ENRON NORTH AMERICA CORP. JONAN GAS MARKETING LTD. Collections
ENRON NORTH AMERICA CORP. JOSEPH F. BIDDLE PUBLISHING COMPANY, INC. Collections
ENRON NORTH AMERICA CORP. JOURNAL INQUIRER Collections
ENRON NORTH AMERICA CORP. KAISER ALUMINUM & CHEMICAL CORPORATION Collections
ENRON NORTH AMERICA CORP. KAISER ALUMINUM CORPORATION Collections
ENRON NORTH AMERICA CORP. KARTON SANAYI VE TIC. A.S. Collections
ENRON NORTH AMERICA CORP. KENTUCKY EAST OIL & GAS Collections
ENRON NORTH AMERICA CORP. KEYSPAN ENERGY CANADA PARTNERSHIP Collections
ENRON NORTH AMERICA CORP. KEYSPAN ENERGY CORPORATION Collections
ENRON NORTH AMERICA CORP. KEYSPAN ENERGY SERVICES, INC. Collections
ENRON NORTH AMERICA CORP. KEYSPAN GAS EAST CORPORATION Collections
ENRON NORTH AMERICA CORP. KEYSPAN GAS EAST CORPORATION, DBA KEYSPAN ENERGY D Collections
ENRON NORTH AMERICA CORP. KILBARGER CONSTRUCTION, INC. Collections
ENRON NORTH AMERICA CORP. KILLBUCK OIL FIELD SERVICE Collections
ENRON NORTH AMERICA CORP. KINDER MORGAN TEXAS PIPELINE, L.P. Collections
ENRON NORTH AMERICA CORP. KING DRILLING COMPANY Collections
O-24
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON NORTH AMERICA CORP. KLOTZMAN, MS, EXPLORATION CO. Collections
ENRON NORTH AMERICA CORP. KN GAS SERVICES Collections
ENRON NORTH AMERICA CORP. KNAUF FIBER GLASS GMBH Collections
ENRON NORTH AMERICA CORP. KNIGHT RIDDER SHARED SERVICES Collections
ENRON NORTH AMERICA CORP. KOCH CARBON INC Collections
ENRON NORTH AMERICA CORP. KOCH INDUSTRIES, INC. Collections
ENRON NORTH AMERICA CORP. KOCH METALS AS AGENT AND ON BEHALF OF KOCH HYDROCARBONS CO. Collections
ENRON NORTH AMERICA CORP. KOCH MIDSTREAM SERVICES COMPANY Collections
ENRON NORTH AMERICA CORP. L&L OIL AND GAS SERVICES, L.L.C. Collections
ENRON NORTH AMERICA CORP. LAFARGE Collections
ENRON NORTH AMERICA CORP. LAMINADOS DE BARRO, S.A. DE C.V. Collections
ENRON NORTH AMERICA CORP. LASALLE PAPERS, INC. Collections
ENRON NORTH AMERICA CORP. LDNGC SERIES 1998 A TRUST Collections
ENRON NORTH AMERICA CORP. LEE & AGEE, INC. Collections
ENRON NORTH AMERICA CORP. LEHIGH PORTLAND CEMENT COMPANY Collections
ENRON NORTH AMERICA CORP. LINDSEY ENTERPRISES Collections
ENRON NORTH AMERICA CORP. LOCKPORT ENERGY ASSOCIATES, L.P. Collections
ENRON NORTH AMERICA CORP. LONG RIDGE FARM ENERGY Collections
ENRON NORTH AMERICA CORP. LOS ANGELES DEPT. OF WATER & POWER Collections
ENRON NORTH AMERICA CORP. LOUIS DREYFUS CORPORATION Collections
ENRON NORTH AMERICA CORP. LOUIS DREYFUS ENERGY SERVICES L.P. Collections
ENRON NORTH AMERICA CORP. LOUIS DREYFUS PLASTICS CORP. Collections
ENRON NORTH AMERICA CORP. LOUISIANA GAS SERVICE CO Collections
ENRON NORTH AMERICA CORP. MACLAREN ENERGY INC. Collections
ENRON NORTH AMERICA CORP. MADISON GAS & ELECTRIC CO. Collections
ENRON NORTH AMERICA CORP. MAINLINE ENERGY, L.L.C. Collections
ENRON NORTH AMERICA CORP. MARCAL PAPER MILLS, INC. Collections
ENRON NORTH AMERICA CORP. MASSEY COAL SALES COMPANY, INC. Collections
ENRON NORTH AMERICA CORP. MATRIX OIL & GAS, INC. Collections
ENRON NORTH AMERICA CORP. MCKINLEY PAPER COMPANY Collections
ENRON NORTH AMERICA CORP. MEMPHIS LIGHT, GAS, AND WATER DIVISION Collections
ENRON NORTH AMERICA CORP. MERIT GAS AND OIL, INC Collections
O-25
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON NORTH AMERICA CORP. MERIT GAS AND OIL, INC Collections
ENRON NORTH AMERICA CORP. MERRILL LYNCH INTERNATIONAL BANK LTD., NEW YORK AGENT Collections
ENRON NORTH AMERICA CORP. METALS USA CARBON FLAT ROLLED, INC. Collections
ENRON NORTH AMERICA CORP. METALS USA, INC. Collections
ENRON NORTH AMERICA CORP. METRON STEEL, A DBA OF PRIMARY STEEL Collections
ENRON NORTH AMERICA CORP. METROPOLITAN ATLANTA RAPID TRANSIT AUTHORITY Collections
ENRON NORTH AMERICA CORP. METROPOLITAN UTILITIES DISTRICT Collections
ENRON NORTH AMERICA CORP. MFA OIL CO. Collections
ENRON NORTH AMERICA CORP. MGM TRADING CO. Collections
ENRON NORTH AMERICA CORP. MIDCON TEXAS GAS SERVICES CORP Collections
ENRON NORTH AMERICA CORP. MIDLAND COGENERATION VENTURE LIMITED PARTNER Collections
ENRON NORTH AMERICA CORP. MIDSOUTH PULP & PAPER, INC. Collections
ENRON NORTH AMERICA CORP. MIECO INC. Collections
ENRON NORTH AMERICA CORP. MINNESOTA MINING & MANUFACTURING COMPANY Collections
ENRON NORTH AMERICA CORP. MIRADA DRILLING, INC. Collections
ENRON NORTH AMERICA CORP. MITCHELL ENERGY CORPORATION Collections
ENRON NORTH AMERICA CORP. MORGAN DRILLING COMPANY, INC Collections
ENRON NORTH AMERICA CORP. MORGAN STANLEY CAPITAL GROUP INC. Collections
ENRON NORTH AMERICA CORP. MOUNTAIN VIEW COAL COMPANY, INC. Collections
ENRON NORTH AMERICA CORP. MOUNTAINEER GAS COMPANY Collections
ENRON NORTH AMERICA CORP. MRT ENERGY MARKETING COMPANY Collections
ENRON NORTH AMERICA CORP. MUNICIPAL GAS AUTHORITY OF GEORGIA Collections
ENRON NORTH AMERICA CORP. MUNICIPAL GAS AUTHORITY OF MISSISSIPPI, THE Collections
ENRON NORTH AMERICA CORP. MURPHY OIL CO INC Collections
ENRON NORTH AMERICA CORP. NATIONAL FUEL GAS DISTRIBUTION CORPORATION Collections
ENRON NORTH AMERICA CORP. NATIONAL GAS & OIL COOPERATIVE Collections
ENRON NORTH AMERICA CORP. NATURAL GAS SERVICES, INC. Collections
ENRON NORTH AMERICA CORP. NEPA LIMITED Collections
ENRON NORTH AMERICA CORP. NEVADA POWER COMPANY Collections
ENRON NORTH AMERICA CORP. NEW YORK STATE ELECTRIC & GAS CORPORATION Collections
ENRON NORTH AMERICA CORP. NEWCO ENERGY, INC. Collections
ENRON NORTH AMERICA CORP. NEWTOWN PAPER COMPANY, INC. Collections
ENRON NORTH AMERICA CORP. NICHOLS ALUMINUM Collections
O-26
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON NORTH AMERICA CORP. NICOLE ENERGY SERVICES, INC. Collections
ENRON NORTH AMERICA CORP. NICOLE GAS MARKETING, INC. Collections
ENRON NORTH AMERICA CORP. NINE MILE OIL & GAS COMPANY Collections
ENRON NORTH AMERICA CORP. NOBLE ENERGY MARKETING, INC. Collections
ENRON NORTH AMERICA CORP. NORAMPAC, INC. Collections
ENRON NORTH AMERICA CORP. NORTH AMERICAN ENERGY CONSERVATION INC. Collections
ENRON NORTH AMERICA CORP. NORTH AMERICAN ENERGY CONSERVATION INC. Collections
ENRON NORTH AMERICA CORP. NORTH CAROLINA POWER HOLDINGS, LLC Collections
ENRON NORTH AMERICA CORP. NORTH SHORE GAS COMPANY Collections
ENRON NORTH AMERICA CORP. NORTHERN GAS COMPANY Collections
ENRON NORTH AMERICA CORP. NORTHERN NATURAL GAS COMPANY Collections
ENRON NORTH AMERICA CORP. NORTHERN STATES POWER COMPANY Collections
ENRON NORTH AMERICA CORP. NORTHVILLE INDUSTRIES CORP. Collections
ENRON NORTH AMERICA CORP. NORTHWEST NATURAL GAS COMPANY Collections
ENRON NORTH AMERICA CORP. NRG ENERGY INC Collections
ENRON NORTH AMERICA CORP. NUI CORPORATION - CITY GAS COMPANY OF FLORIDA Collections
ENRON NORTH AMERICA CORP. NUI UTILITIES, INC. Collections
ENRON NORTH AMERICA CORP. NUMAC ENERGY INC. Collections
ENRON NORTH AMERICA CORP. OFFSHORE GAS MARKETING, INC. Collections
ENRON NORTH AMERICA CORP. OGE ENERGY RESOURCES, INC. Collections
ENRON NORTH AMERICA CORP. OGLETHORPE POWER CORPORATION Collections
ENRON NORTH AMERICA CORP. OHIO EDISON COMPANY Collections
ENRON NORTH AMERICA CORP. OIL AND GAS DISPERSING Collections
ENRON NORTH AMERICA CORP. OLD WORLD INDUSTRIES, INC. Collections
ENRON NORTH AMERICA CORP. OLIVER M. ROBERTS Collections
ENRON NORTH AMERICA CORP. OLIVER M. ROBERTS Collections
ENRON NORTH AMERICA CORP. ONEOK ENERGY MARKETING AND TRADING COMPANY, II Collections
ENRON NORTH AMERICA CORP. ONTARIO HYDRO ENERGY, INC. Collections
ENRON NORTH AMERICA CORP. ONTARIO POWER GENERATION INC. Collections
ENRON NORTH AMERICA CORP. OPEN FLOW GAS SUPPLY CORPORATION Collections
ENRON NORTH AMERICA CORP. ORANGE & ROCKLAND UTILITIES INC. Collections
ENRON NORTH AMERICA CORP. ORANGE & ROCKLAND UTILITIES INC. Collections
ENRON NORTH AMERICA CORP. ORION PIPELINE, L.L.C. COLLECTIONS
O-27
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON NORTH AMERICA CORP. ORION POWER MIDWEST, L.P. Collections
ENRON NORTH AMERICA CORP. ORMET CORPORATION Collections
ENRON NORTH AMERICA CORP. ORMET PRIMARY ALUMINUM CORP. Collections
ENRON NORTH AMERICA CORP. P&P ENERGY TRADING COMPANY Collections
ENRON NORTH AMERICA CORP. PACIFIC FOREST RESOURCES, INC. Collections
ENRON NORTH AMERICA CORP. PACIFICORP Collections
ENRON NORTH AMERICA CORP. PAN GRANDE PIPELINE L.L.C. Collections
ENRON NORTH AMERICA CORP. PANACO, INC. Collections
ENRON NORTH AMERICA CORP. PAN-ALBERTA GAS (US) INC. Collections
ENRON NORTH AMERICA CORP. PAN-ALBERTA GAS LTD. Collections
ENRON NORTH AMERICA CORP. PAR-PAK LTD Collections
ENRON NORTH AMERICA CORP. PAUL L. BRYAN MINERAL TRUST Collections
ENRON NORTH AMERICA CORP. PAXTON & VIERLING STEEL CO. Collections
ENRON NORTH AMERICA CORP. PCS NITROGEN FERTILIZER, LP Collections
ENRON NORTH AMERICA CORP. PEABODY COALTRADE, INC. Collections
ENRON NORTH AMERICA CORP. PEN COAL CORPORATION Collections
ENRON NORTH AMERICA CORP. PEN HOLDINGS, INC Collections
ENRON NORTH AMERICA CORP. PENN FUEL GAS INC. Collections
ENRON NORTH AMERICA CORP. PENNSYLVANIA GAS & WATER COMPANY Collections
ENRON NORTH AMERICA CORP. PEOPLES ENERGY CORPORATION Collections
ENRON NORTH AMERICA CORP. PERRY GAS COMPANIES, INC. Collections
ENRON NORTH AMERICA CORP. PETRO-CANADA Collections
ENRON NORTH AMERICA CORP. PETRO-CANADA OIL AND GAS Collections
ENRON NORTH AMERICA CORP. PETROGULF CORPORATION Collections
ENRON NORTH AMERICA CORP. PG&E CORE Collections
ENRON NORTH AMERICA CORP. PG&E ENERGY TRADING, CANADA CORPORATION Collections
ENRON NORTH AMERICA CORP. PHIBRO, INC. Collections
ENRON NORTH AMERICA CORP. PHIBRO-TECH INC. Collections
ENRON NORTH AMERICA CORP. PHILADELPHIA GAS WORKS Collections
ENRON NORTH AMERICA CORP. PHILLIPS PETROLEUM COMPANY Collections
ENRON NORTH AMERICA CORP. PHOENIX DOMINION ENERGY, LLC Collections
ENRON NORTH AMERICA CORP. PITTSBURGH CORNING CORPORATION Collections
ENRON NORTH AMERICA CORP. PNM GAS SERVICES Collections
O-28
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON NORTH AMERICA CORP. POGO PRODUCING COMPANY Collections
ENRON NORTH AMERICA CORP. PONTCHARTRAIN NATURAL GAS SYSTEM Collections
ENRON NORTH AMERICA CORP. POWELL-CLINCH UTILITY DIST. OF ANDERSON AND CAMPBE Collections
ENRON NORTH AMERICA CORP. POWER AUTHORITY OF THE STATE OF NEW YORK Collections
ENRON NORTH AMERICA CORP. POWER GAS MARKETING & TRANSMISSION, INC. Collections
ENRON NORTH AMERICA CORP. PPL ELECTRIC UTILITIES CORPORATION Collections
ENRON NORTH AMERICA CORP. PRODUCTORA NACIONAL DE PAPEL DESTINADO, S.A. DE C.V. Collections
ENRON NORTH AMERICA CORP. PROGAS USA, INC. Collections
ENRON NORTH AMERICA CORP. PROSPECTIVE INVESTMENT & TRADING CO. LTD. Collections
ENRON NORTH AMERICA CORP. PUBLIC SERVICE COMPANY OF COLORADO Collections
ENRON NORTH AMERICA CORP. PUBLIC SERVICE COMPANY OF OKLAHOMA Collections
ENRON NORTH AMERICA CORP. PUBLIC UTILITY DISTRICT OF JEFFERSON AND COCKE COU Collections
ENRON NORTH AMERICA CORP. QUALITECH STEEL CORPORATION Collections
ENRON NORTH AMERICA CORP. QUEBECOR WORLD USA INC. Collections
ENRON NORTH AMERICA CORP. QUESTA PETROLEUM COMPANY Collections
ENRON NORTH AMERICA CORP. QUESTAR CORPORATION Collections
ENRON NORTH AMERICA CORP. QUESTAR GAS COMPANY Collections
ENRON NORTH AMERICA CORP. RALACO VENTURES Collections
ENRON NORTH AMERICA CORP. RAMA NEWSPRINT AND PAPERS LTD. Collections
ENRON NORTH AMERICA CORP. RANGE ENERGY SERVICES COMPANY Collections
ENRON NORTH AMERICA CORP. RECYCLE AMERICA, A DIVISION OF WASTE MANAGEMENT
HOLDINGS, INC. Collections
ENRON NORTH AMERICA CORP. RECYCLED FIBERS INTERNATIONAL Collections
ENRON NORTH AMERICA CORP. RED ROCK ENERGY, L.L.C. Collections
ENRON NORTH AMERICA CORP. RELIANT ENERGY ENTEX, DIV. RELIANT ENERGY RES. COR Collections
ENRON NORTH AMERICA CORP. RELIANT ENERGY FIELD SERVICES, INC. Collections
ENRON NORTH AMERICA CORP. RELIANT ENERGY SERVICES, INC. Collections
ENRON NORTH AMERICA CORP. REMINGTON, LLC Collections
ENRON NORTH AMERICA CORP. RESERVE OPERATING CORP. Collections
ENRON NORTH AMERICA CORP. RETEX INC. Collections
ENRON NORTH AMERICA CORP. RICELAND PETROLEUM COMPANY Collections
ENRON NORTH AMERICA CORP. RICTER WEB PRINTING LIMITED Collections
ENRON NORTH AMERICA CORP. RME ENERGY MARKETING, INC. Collections
ENRON NORTH AMERICA CORP. ROCHESTER GAS & ELECTRIC CORPORATION Collections
O-29
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON NORTH AMERICA CORP. ROYSTER-CLARK, INC. Collections
ENRON NORTH AMERICA CORP. RUBIN RESOURCES, INC. Collections
ENRON NORTH AMERICA CORP. RUMPKE CONSOLIDATED COMPANIES INC. Collections
ENRON NORTH AMERICA CORP. RUSSELL GAS TRUST Collections
ENRON NORTH AMERICA CORP. SABINE PIPE LINE COMPANY INC. Collections
ENRON NORTH AMERICA CORP. SAMPLE MEDIA, INC. Collections
ENRON NORTH AMERICA CORP. SAN DIEGO GAS & ELECTIC CORP. Collections
ENRON NORTH AMERICA CORP. SCANA ENERGY TRADING LLC Collections
ENRON NORTH AMERICA CORP. SEAGULL ENERGY E&P INC. Collections
ENRON NORTH AMERICA CORP. SELECT ENERGY Collections
ENRON NORTH AMERICA CORP. SELECT ENERGY NEW YORK, INC. Collections
ENRON NORTH AMERICA CORP. SEMPRA ENERGY SALES, LLC Collections
ENRON NORTH AMERICA CORP. SEMPRA ENERGY SOLUTIONS Collections
ENRON NORTH AMERICA CORP. SEQUENT ENERGY MANAGEMENT, LP Collections
ENRON NORTH AMERICA CORP. SEVIER COUNTY UTILITY DISTRICT OF SEVIER COUNTY, T Collections
ENRON NORTH AMERICA CORP. SHAMROCK ENERGY CORPORATION Collections
ENRON NORTH AMERICA CORP. SHELL GAS TRADING COMPANY Collections
ENRON NORTH AMERICA CORP. SIGCORP ENERGY SERVICES Collections
ENRON NORTH AMERICA CORP. SINCLAIR OIL CORPORATION Collections
ENRON NORTH AMERICA CORP. SMALL VENTURES USA, L.L.C. Collections
ENRON NORTH AMERICA CORP. SMITH, LE HOLDING CO. Collections
ENRON NORTH AMERICA CORP. SMURFIT RECYCLING COMPANY Collections
ENRON NORTH AMERICA CORP. SOLISCO PRINTERS Collections
ENRON NORTH AMERICA CORP. SONAT MARKETING COMPANY L.P. Collections
ENRON NORTH AMERICA CORP. SOUTH CAROLINA ELECTRIC & GAS COMPANY Collections
ENRON NORTH AMERICA CORP. SOUTH CAROLINA PIPELINE CORPORATION Collections
ENRON NORTH AMERICA CORP. SOUTH DAUPHIN PARTNERS LTD. Collections
ENRON NORTH AMERICA CORP. SOUTH FLORIDA NATURAL GAS COMPANY Collections
ENRON NORTH AMERICA CORP. SOUTH GEORGIA NATURAL GAS COMPANY Collections
ENRON NORTH AMERICA CORP. SOUTHERN CALIFORNIA GAS COMPANY Collections
ENRON NORTH AMERICA CORP. SOUTHERN MINERAL CORP Collections
ENRON NORTH AMERICA CORP. SOUTHMARK STEEL, INC Collections
ENRON NORTH AMERICA CORP. SOUTHWEST OFFSET PRINTING COMPANY, INC. Collections
O-30
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON NORTH AMERICA CORP. SOUTHWESTERN ELECTRIC POWER COMPANY Collections
ENRON NORTH AMERICA CORP. SOUTHWESTERN ENERGY PRODUCTION CO INC Collections
ENRON NORTH AMERICA CORP. SPORT PIPELINE CORP. Collections
ENRON NORTH AMERICA CORP. ST JOE NATURAL GAS CO. INC. Collections
ENRON NORTH AMERICA CORP. STATE STREET BANK & TRUST CO OF CT. Collections
ENRON NORTH AMERICA CORP. STEEL WAREHOUSE CO., INC. Collections
ENRON NORTH AMERICA CORP. STEEL WAREHOUSE GROUP Collections
ENRON NORTH AMERICA CORP. STINGRAY PIPELINE COMPANY Collections
ENRON NORTH AMERICA CORP. STRATCO OPERATING COMPANY, INC. Collections
ENRON NORTH AMERICA CORP. SUMMIT NATURAL GAS, LLP Collections
ENRON NORTH AMERICA CORP. SUNCOR ENERGY MARKETING INC. Collections
ENRON NORTH AMERICA CORP. T & F EXPLORATION, LP Collections
ENRON NORTH AMERICA CORP. TABLOID GRAPHIC SERVICES, INC. Collections
ENRON NORTH AMERICA CORP. TANOMA ENERGY INC. Collections
ENRON NORTH AMERICA CORP. TDC ENERGY CORPORATION Collections
ENRON NORTH AMERICA CORP. TEJAS GAS PIPELINE, L.P. Collections
ENRON NORTH AMERICA CORP. TENASKA IV TEXAS PARTNERS, LTD. Collections
ENRON NORTH AMERICA CORP. TENNECO Collections
ENRON NORTH AMERICA CORP. TENNESSEE ENERGY ACQUISITION CORPORATION Collections
ENRON NORTH AMERICA CORP. TERRA NITROGEN, LIMITED PARTNERSHIP Collections
ENRON NORTH AMERICA CORP. TEXACO ENERGY MARKETING L.P. Collections
ENRON NORTH AMERICA CORP. TEXACO NATURAL GAS Collections
ENRON NORTH AMERICA CORP. TEXACO NATURAL GAS INC. Collections
ENRON NORTH AMERICA CORP. TEXACO, INC. Collections
ENRON NORTH AMERICA CORP. TEXAS EASTMAN COMPANY Collections
ENRON NORTH AMERICA CORP. TEXAS GAS TRANSMISSION CORPORATION Collections
ENRON NORTH AMERICA CORP. TEXAS-OHIO GAS, INC. Collections
ENRON NORTH AMERICA CORP. TEXEX ENERGY PARTNERS LTD Collections
ENRON NORTH AMERICA CORP. TEXICAN NATURAL GAS COMPANY Collections
ENRON NORTH AMERICA CORP. TEXLA ENERGY MANAGEMENT INC. Collections
ENRON NORTH AMERICA CORP. THE AMERICAN COAL COMPANY Collections
ENRON NORTH AMERICA CORP. THE BROOKLYN UNION GAS COMPANY Collections
ENRON NORTH AMERICA CORP. THE CHASE MANHATTAN BANK, LONDON BRANCH Collections
O-31
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON NORTH AMERICA CORP. THE ROYAL BANK OF SCOTLAND PLC Collections
ENRON NORTH AMERICA CORP. THE TORONTO-DOMINION BANK Collections
ENRON NORTH AMERICA CORP. THE WINDSOR PRESS, INC. Collections
ENRON NORTH AMERICA CORP. TIGER NATURAL GAS INC. Collections
ENRON NORTH AMERICA CORP. TOLAR CORPORATION Collections
ENRON NORTH AMERICA CORP. TOM BROWN, INC. Collections
ENRON NORTH AMERICA CORP. TOTAL INTERNATIONAL LIMITED Collections
ENRON NORTH AMERICA CORP. TRACTEBEL ENERGY MARKETING, INC. Collections
ENRON NORTH AMERICA CORP. TRAILBLAZER PIPELINE COMPANY Collections
ENRON NORTH AMERICA CORP. TRAMMO GAS, A DIVISION OF TRANSAMMONIA, INC. Collections
ENRON NORTH AMERICA CORP. TRAMMOCHEM, A DIVISION OF TRANSAMMONIA INC Collections
ENRON NORTH AMERICA CORP. TRANSALTA ENERGY MARKETING Collections
ENRON NORTH AMERICA CORP. TRANSALTA ENERGY MARKETING CORP. Collections
ENRON NORTH AMERICA CORP. TRANSCANADA ENERGY LTD. Collections
ENRON NORTH AMERICA CORP. TRANSCANADA ENERGY MARKETING USA, INC. Collections
ENRON NORTH AMERICA CORP. TRANSCANADA PIPELINES CO. Collections
ENRON NORTH AMERICA CORP. TRANSCONTINENTAL GAS PIPELINE Collections
ENRON NORTH AMERICA CORP. TRANSOK GAS, LLC Collections
ENRON NORTH AMERICA CORP. TRANSPORT GAS CORPORATION Collections
ENRON NORTH AMERICA CORP. TRANSTEXAS GAS CORPORATION Collections
ENRON NORTH AMERICA CORP. TRANSWORLD EXPLORATION & PRODUCTION, INC. Collections
ENRON NORTH AMERICA CORP. TRIBUNE REVIEW PUBLISHING COMPANY Collections
ENRON NORTH AMERICA CORP. TRIDENT STEEL CORPORATION Collections
ENRON NORTH AMERICA CORP. TRIGEN-NASSAU ENERGY CORPORATION Collections
ENRON NORTH AMERICA CORP. TRISTAR GAS COMPANY, L.P. Collections
ENRON NORTH AMERICA CORP. TRUNKLINE GAS COMPANY Collections
ENRON NORTH AMERICA CORP. TWISTER GAS SERVICES, LLC Collections
ENRON NORTH AMERICA CORP. UGI UTILITIES INC. Collections
ENRON NORTH AMERICA CORP. UNION, CITY OF Collections
ENRON NORTH AMERICA CORP. UNITED ILLUMINATING COMPANY Collections
ENRON NORTH AMERICA CORP. UNITED PROPANE GAS COMPANIES, INC. Collections
Enron North America Corp. United States Gypsum Collections
ENRON NORTH AMERICA CORP. UNITED TECHNOLOGIES CORPORATION Collections
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PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON NORTH AMERICA CORP. U-T OFFSHORE SYSTEM Collections
ENRON NORTH AMERICA CORP. UTILICORP UNITED INC. Collections
ENRON NORTH AMERICA CORP. UTILITIES BOARD OF THE CITY OF TRUSSVILLE Collections
ENRON NORTH AMERICA CORP. UTILITIES BOARD OF THE CITY OF TRUSSVILLE Collections
ENRON NORTH AMERICA CORP. VALERO MARKETING AND SUPPLY COMPANY Collections
ENRON NORTH AMERICA CORP. VENICE GATHERING SYSTEM LLC Collections
ENRON NORTH AMERICA CORP. VINTAGE PETROLEUM, INC. Collections
ENRON NORTH AMERICA CORP. VIRCO CORPORATION Collections
ENRON NORTH AMERICA CORP. VIRGINIA ELECTRIC AND POWER COMPANY Collections
ENRON NORTH AMERICA CORP. VIRGINIA NATURAL GAS INC. Collections
ENRON NORTH AMERICA CORP. VIRGINIA POWER ENERGY MARKETING, INC. Collections
ENRON NORTH AMERICA CORP. VIRGINIA POWER SERVICES ENERGY CORP., INC. Collections
ENRON NORTH AMERICA CORP. VIRTEX PETROLEUM CO., INC. Collections
ENRON NORTH AMERICA CORP. W P BROWN ENTERPRISES, INC. Collections
ENRON NORTH AMERICA CORP. WALLICK PETROLEUM CO Collections
ENRON NORTH AMERICA CORP. WARRIOR GAS COMPANY Collections
ENRON NORTH AMERICA CORP. WASATCH ENERGY CORPORATION Collections
ENRON NORTH AMERICA CORP. WASHINGTON GAS LIGHT COMPANY Collections
ENRON NORTH AMERICA CORP. WASTE MANAGEMENT HOLDINGS, INC. Collections
ENRON NORTH AMERICA CORP. WEBCO GRAPHICS Collections
ENRON NORTH AMERICA CORP. WEIRTON STEEL CORPORATION Collections
ENRON NORTH AMERICA CORP. WELCH FOODS INC, A COOPERATIVE Collections
ENRON NORTH AMERICA CORP. WELCH PUBLISHING CO. Collections
ENRON NORTH AMERICA CORP. WEST FLORIDA NATURAL GAS COMPANY Collections
ENRON NORTH AMERICA CORP. WEST TEXAS UTILITIES COMPANY Collections
ENRON NORTH AMERICA CORP. WESTAR ENERGY, INC. Collections
ENRON NORTH AMERICA CORP. WESTCHESTER GAS COMPANY Collections
ENRON NORTH AMERICA CORP. WESTDEUTSCHE LANDESBANK GIROZENTRALE Collections
ENRON NORTH AMERICA CORP. WESTERN GAS MARKETING INC. Collections
ENRON NORTH AMERICA CORP. WHEELING-PITTSBURGH STEEL CORPORATIONU Collections
ENRON NORTH AMERICA CORP. WILLIAM S. BURKLAND Collections
ENRON NORTH AMERICA CORP. WILLIAMS FIELD SERVICES ROCKY MOUNTAIN REGION CO. Collections
ENRON NORTH AMERICA CORP. WILLIAMS PRODUCTION RMT COMPANY Collections
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PLAINTIFFS DEFENDANTS CAUSE OF ACTION
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ENRON NORTH AMERICA CORP. WINCO PRESS INC. Collections
ENRON NORTH AMERICA CORP. WINCUP HOLDINGS, INC. Collections
ENRON NORTH AMERICA CORP. WISCONSIN FUEL & LIGHT COMPANY Collections
ENRON NORTH AMERICA CORP. WISCONSIN PUBLIC SERVICE CORPORATION Collections
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ENRON CAPITAL AND TRADE RESOURCES SEMPRA ENERGY EUROPE LTD Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SEMPRA OIL TRADING SARL Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SERVICE ALUMINIUM Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SERVICIOS NAVIERAMAR C.A Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SHAANXI IMPORT & EXPORT CORP Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SHANGHAI BAOSTEEL INTERNATIONAL Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SHELL EASTERN TRADING PTE LIMITED Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SHELL GAS DIRECT LIMITED Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SHELL INTERNATIONAL EASTERN Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SINOM (HONG KONG) LTD Collections
INTERNATIONAL CORP
O-45
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
---------- ---------- ---------------
ENRON CAPITAL AND TRADE RESOURCES SITA NEGOCE Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SJB PETROLEUM PRODUCTS BV Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SKANDINAVISK KRAFTMEGLING AS Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SKATTEMYNGIGHETEN Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SKELLEFTEA KRAFT AB Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SKIENSFJORDENS KOMMUNALE KRAFTSELSKAP ENERGI AS Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SOCIETE GENERALE Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SOCIETE GENERALE ENERGIE Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SOCIETE GENERALE S.A. Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SOLLAC MEDITERRANEE Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SOLVAY SA Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SORUM KOMMUNE Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SPENDRUPS BRYGGERIAKTEBOLAG Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES STADTWERKE FLENSBURG GMBH Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES STANDARD BANK LONDON LTD Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES STASCO AS MANAGERS FOR AND ON BEHALF OF SHELL Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES STATE STREET BANK & TRUST CO INC Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES STATOIL ASA. Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES STOR ELVDAL KOMMUNE Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES STORA Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES STORA ENSO Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES STRANDA ENERGIVERK AS Collections
INTERNATIONAL CORP
O-46
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
---------- ---------- ---------------
ENRON CAPITAL AND TRADE RESOURCES SUDWESTDEUTSCHE STROMHANDELS GMBH Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SUNOCO, INC. (R&M) Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SUOMEN OSUUSKAUPPOJEN KESKUSKUNTA Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SWISS MARINE SERVICES Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SWISSMARINE CORP. LTD Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SYDKRAFT ENERGIE TRADING AB Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES SYSTEM PLUS RADZIWILL ZBIGNIEW Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES TACKE SVERIGE AB Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES TEO NL DER MICHEL MINERALOLHAN Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES TEXACO LIMITED Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES THE CHASE MANHATTAN BANK Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES THE LONDON SECURITIES & DERIVATIVES EXCHANGE Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES THYSSEN-ELF OIL GMBH Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES TORVALD KLAVENESS COMMODITIES Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES TOTAL COAL S.A. Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES TOTAL FINA ELF S.A. Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES TOTALFINAELF GAS AND POWER LTD Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES TRAFIGURA DERIVATIVES LTD Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES TRAMMOCHEM AG Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES TRANSFIELD SHIPPING INC., PANAMA Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES TROMS KRAFT MARKED AS Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES TRYSIL KOMMUNE Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES TTMI LTD Collections
INTERNATIONAL CORP
O-47
PLAINTIFFS DEFENDANTS CAUSE OF ACTION
---------- ---------- ---------------
ENRON CAPITAL AND TRADE RESOURCES TXU EUROPE Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES TXU NORDIC ENERGY Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES UNICHEMA CHEMIE BV Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES UNICOR TRADING LTD Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES UNION OIL COMPANY OF CALIFORNIA Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES UPM-KYMMENE Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES USINOR & CIE SNC Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES UTILITY LINK LTD Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES VALDRES ENERGIVERK AS Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES VALER KOMMUNE Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES VANA-VIRU KAUBAVEDUDE KK LTD Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES VARBERG Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES VITOL ENERGY S.A. Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES VOPAK AGENCIES ROTTERDAM B.V. Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES WERRA PAPIER WERNSHAUSEN GMBH Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES YORKSHIRE ELECTRICITY GROUP PLC Collections
INTERNATIONAL CORP
ENRON CAPITAL AND TRADE RESOURCES ZEN-NOH GRAIN COMPANY Collections
INTERNATIONAL CORP
5. AVOIDANCE ACTIONS
The Debtors are continuing to review potential avoidance actions and may
pursue avoidance claims against any party who received a transfer within the 90
days or other applicable period prior to the Initial Petition Date or any
subsequent Petition Date. Any Person (including, but not limited to those
Persons listed in response to Item 3 on the Statement of Financial Affairs for
any Debtors) that has received a transfer of property, in which any of the
Debtors' estates has an interest, during the appropriate looking back period
should assume that the transfer is being
O-48
investigated and that an avoidance action will be commenced if such action is
deemed to have merit.
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
ENRON ENERGY SERVICES, INC. 1ST DEGREE MECHANICAL AVOIDANCE ACTION $ 23,000.00
ENRON NORTH AMERICA CORP. ALTER ASSET MANAGEMENT INC AVOIDANCE ACTION $ 90,235.85
ENRON ENERGY SERVICES, INC. APPLIED METERING TECHNOLOGIES AVOIDANCE ACTION $ 29,099.70
ENRON ENERGY SERVICES, INC. APPLIED METERING TECHNOLOGIES AVOIDANCE ACTION $ 97,214.57
ENRON ENGINEERING & CONSTRUCTION COMPANY ARNECK INT'L AVOIDANCE ACTION $ 188,997.00
ENRON NET WORKS L.L.C. AVAYA INC AVOIDANCE ACTION $ 3,502,409.06
ENRON NORTH AMERICA CORP. AVAYA INC AVOIDANCE ACTION $ 32,987.77
ENRON ENGINEERING & CONSTRUCTION COMPANY BDT ENGINEERING-BALCKE DURR INC AVOIDANCE ACTION $ 35,000.00
ENRON ENERGY SERVICES, INC. BLOCK ELECTRIC CO AVOIDANCE ACTION $ 195,300.00
ENRON ENERGY SERVICES, INC. CARRIER ENTERPRISES LLC AVOIDANCE ACTION $ 98,800.00
ENRON CORP. CENTRAL ALLRIGHT PARKING AVOIDANCE ACTION $ 21,758.00
ENRON CORP. CENTRAL ALLRIGHT PARKING AVOIDANCE ACTION $ 21,758.00
ENRON NORTH AMERICA CORP. CHOICE ENERGY INCORPORATED AVOIDANCE ACTION $ 474,476.16
ENRON TRANSPORTATION SERVICES COMPANY CIMARRON ELECTRIC COOPERATIVE AVOIDANCE ACTION $ 28,120.70
ENRON TRANSPORTATION SERVICES COMPANY COASTLINE MARINE INC AVOIDANCE ACTION $ 59,290.01
ENRON CORP. COMQUEST RESEARCH AVOIDANCE ACTION $ 176,000.00
ENRON ENERGY SERVICES, INC. CONTINENTAL TECHNOLOGIES INC AVOIDANCE ACTION $ 21,918.00
ENRON ENERGY SERVICES, INC. CTC COMMUNICATIONS CORP AVOIDANCE ACTION $ 65,230.23
ENRON CORP. DELL RECEIVABLES L.P. AVOIDANCE ACTION $ 1,286,685.57
ENRON ENERGY SERVICES, INC. DEVON DIRECT MARKETING & AVOIDANCE ACTION $ 259,942.18
ADVERTISING INC. D/B/A EURO RSCG
DEVON DIRECT
ENRON BROADBAND SERVICES, INC. DIMENSION DATA AVOIDANCE ACTION $ 180,804.61
ENRON ENERGY SERVICES, INC. DOCENT INC AVOIDANCE ACTION $ 41,600.00
ENRON ENGINEERING & CONSTRUCTION COMPANY DOOLEY TACKABERRY INC AVOIDANCE ACTION $ 38,500.00
ENRON TRANSPORTATION SERVICES COMPANY DRESSER-RAND CO AVOIDANCE ACTION $ 28,279.00
ENRON ENERGY SERVICES, INC. EMINENT RESOURCES AVOIDANCE ACTION $ 43,000.00
ENRON ENERGY SERVICES, INC. ENERGY MGMT CONSULTANTS INC AVOIDANCE ACTION $ 344,703.19
ENRON CORP. FEDERAL EXPRESS AVOIDANCE ACTION $ 130,082.77
ENRON ENERGY SERVICES, INC. FIRST DATA CORPORATION AVOIDANCE ACTION $ 82,326.78
ENRON ENGINEERING & CONSTRUCTION COMPANY FREDERIC R HARRIS INC AVOIDANCE ACTION $ 167,589.98
ENRON BROADBAND SERVICES, INC. FYI-NET, LP AVOIDANCE ACTION $ 48,186.13
ENRON TRANSPORTATION SERVICES COMPANY G.B.BOOTS SMITH CORP AVOIDANCE ACTION $ 63,085.84
O-49
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
ENRON NORTH AMERICA CORP. GENE TACKETT AVOIDANCE ACTION $ 43,781.25
ENRON NORTH AMERICA CORP. GEORGIA TRANSMISSION CORPORATION AVOIDANCE ACTION $ 30,000.00
ENRON ENERGY SERVICES, INC. GLAUBER EQUIP CORP AVOIDANCE ACTION $ 30,981.00
ENRON CORP. GRAPHTEC INC AVOIDANCE ACTION $ 38,299.02
ENRON CORP. GRAPHTEC INC AVOIDANCE ACTION $ 74,562.60
ENRON NORTH AMERICA CORP. GREGG M ROSENBERG AVOIDANCE ACTION $ 75,000.00
ENRON NORTH AMERICA CORP. H MITCHELL HARPER AVOIDANCE ACTION $ 90,000.00
ENRON ENGINEERING & CONSTRUCTION COMPANY HANOVER MAINTECH INC AVOIDANCE ACTION $ 354,043.70
ENRON NORTH AMERICA CORP. HATCH ASSOC.CONSULTANTS,INC. AVOIDANCE ACTION $ 33,884.00
ENRON CORP. HONEYWELL AVOIDANCE ACTION $ 55,019.04
ENRON ENERGY SERVICES, INC. HONEYWELL AVOIDANCE ACTION $ 98,306.52
ENRON ENERGY SERVICES, INC. HONEYWELL AVOIDANCE ACTION $ 177,300.00
ENRON NORTH AMERICA CORP. INFINITY CUSTOMER SOLUTIONS AVOIDANCE ACTION $ 174,848.00
ENRON ENERGY SERVICES, INC. INFO USA AVOIDANCE ACTION $ 26,127.60
ENRON CORP. INTERNATIONAL DATA CORPORATION AVOIDANCE ACTION $ 38,500.00
ENRON ENGINEERING & CONSTRUCTION COMPANY ITT INDUSTRIES FINANCIAL RESOURCE AVOIDANCE ACTION $ 49,600.00
ENRON CORP. JOE CONNOR AVOIDANCE ACTION $ 52,500.00
ENRON NORTH AMERICA CORP. JOHN PARISH AVOIDANCE ACTION $ 20,000.00
ENRON CORP. JRT REALTY GROUP AVOIDANCE ACTION $ 34,953.68
ENRON NORTH AMERICA CORP. JUPITER HOLDING LLC AVOIDANCE ACTION $ 371,591.17
ENRON BROADBAND SERVICES, INC. KENOSHA GROUNDS CARE INC AVOIDANCE ACTION $ 21,100.00
ENRON BROADBAND SERVICES, INC. KENT DATACOMM AVOIDANCE ACTION $ 297,211.09
ENRON CORP. KOMP HORTICULTURAL SERVICES INC AVOIDANCE ACTION $ 94,384.17
ENRON ENGINEERING & CONSTRUCTION COMPANY KVAERNER CONST. INT'L LTD. AVOIDANCE ACTION $ 9,130,824.10
ENRON CORP. LEE OFFICE PRODUCTS AVOIDANCE ACTION $ 36,999.22
ENRON NET WORKS L.L.C. LUMINANT WORLDWIDE CORP AVOIDANCE ACTION $ 130,823.00
ENRON BROADBAND SERVICES, INC. MA MORTENSON AVOIDANCE ACTION $ 1,385,876.00
ENRON TRANSPORTATION SERVICES COMPANY MECHANICAL REPAIR & ENGINEERING INC AVOIDANCE ACTION $ 49,700.00
ENRON CORP. MEDFIT AVOIDANCE ACTION $ 75,138.00
ENRON NORTH AMERICA CORP. MICHAEL DOBBINS & CO AVOIDANCE ACTION $ 26,954.25
ENRON NORTH AMERICA CORP. NOOTER/ERIKSEN INC AVOIDANCE ACTION $ 1,480,000.00
ENRON BROADBAND SERVICES, INC. NORTEL NETWORKS AVOIDANCE ACTION $ 193,684.15
ENRON BROADBAND SERVICES, INC. NORTEL NETWORKS AVOIDANCE ACTION $ 321,525.13
O-50
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
ENRON ENERGY SERVICES, INC. OMNI TRAX LEASING LLC AVOIDANCE ACTION $ 55,170.91
ENRON NORTH AMERICA CORP. OXFORD ANALYTICA INC AVOIDANCE ACTION $ 25,000.00
ENRON ENERGY SERVICES, INC. PARADIGM STRATEGY GROUP, INC. AVOIDANCE ACTION $ 24,000.00
ENRON ENGINEERING & CONSTRUCTION COMPANY PATRICK SANDERS AVOIDANCE ACTION $ 35,000.00
ENRON NORTH AMERICA CORP. PETRO-LOGISTICS LTD AVOIDANCE ACTION $ 24,000.00
ENRON ENERGY SERVICES, INC. PRIME REFRIGERATION CORP. AVOIDANCE ACTION $ 111,834.00
ENRON NORTH AMERICA CORP. PTL ASSOCIATES INC AVOIDANCE ACTION $ 22,350.51
ENRON PROPERTY & SERVICES PUMP SERVICE & REPAIR AVOIDANCE ACTION $ 38,637.67
ENRON NORTH AMERICA CORP. RICHARD PARMER AVOIDANCE ACTION $ 36,750.00
ENRON NORTH AMERICA CORP. RISK WATERS GROUP AVOIDANCE ACTION $ 26,775.00
ENRON NORTH AMERICA CORP. RISK WATERS GROUP AVOIDANCE ACTION $ 67,950.00
ENRON TRANSPORTATION SERVICES COMPANY ROTOFLOW INC AVOIDANCE ACTION $ 93,101.40
ENRON NORTH AMERICA CORP. RYDER SCOTT COMPANY INC AVOIDANCE ACTION $ 32,533.93
ENRON ENERGY SERVICES, INC. SBI INC AVOIDANCE ACTION $ 210,561.00
ENRON BROADBAND SERVICES, INC. SERVER TECHNOLOGY INC AVOIDANCE ACTION $ 227,185.20
ENRON BROADBAND SERVICES, INC. SIEMENS BUILDING TECHNOLOGIES, INC. AVOIDANCE ACTION $ 24,980.20
ENRON CORP. SONNABEND AVOIDANCE ACTION $ 72,880.00
ENRON CORP. STANDARD AND POORS AVOIDANCE ACTION $ 365,625.00
ENRON NORTH AMERICA CORP. STANDARD AND POORS AVOIDANCE ACTION $ 75,000.00
ENRON ENERGY SERVICES, INC. STEWART MECHANICAL ENTERPRISES INC AVOIDANCE ACTION $ 23,500.00
ENRON NET WORKS L.L.C. TEXAS BUSINESS SYSTEMS AVOIDANCE ACTION $ 154,800.00
ENRON NORTH AMERICA CORP. THE INVESTEXT GROUP AVOIDANCE ACTION $ 50,350.39
ENRON NORTH AMERICA CORP. THE NEWMAN GROUP AVOIDANCE ACTION $ 62,865.56
ENRON ENGINEERING & CONSTRUCTION COMPANY THE NICHOLAS GROUP/RANDALL ALTON AVOIDANCE ACTION $ 25,000.00
ENRON CORP. THE OFIS BY POWELL AVOIDANCE ACTION $ 115,638.37
ENRON CORP. THE OFIS BY POWELL AVOIDANCE ACTION $ 223,768.20
ENRON CORP. TRANSPORTATION WORLD WIDE INC. AVOIDANCE ACTION $ 224,163.30
ENRON ENERGY SERVICES, INC. UNICCO SERVICE CO AVOIDANCE ACTION $ 838,161.45
ENRON NORTH AMERICA CORP. UNIVERSAL PROJECT MGMT AVOIDANCE ACTION $ 205,061.07
ENRON ENERGY SERVICES, INC. US EQUIPMENT LEASING L/C AVOIDANCE ACTION $ 83,279.65
ENRON ENERGY SERVICES, INC. VARSITY CONTRACTORS INC AVOIDANCE ACTION $ 34,925.38
ENRON ENERGY SERVICES, INC. VARSITY CONTRACTORS INC AVOIDANCE ACTION $ 555,130.38
ENRON CORP. WADE R HUNTER AVOIDANCE ACTION $ 27,825.00
O-51
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
ENRON CORP. WESTERN AIRWAYS INC AVOIDANCE ACTION $ 65,339.32
ENRON TRANSPORTATION SERVICES COMPANY WETLAND RESOURCES AVOIDANCE ACTION $ 67,404.61
ENRON NORTH AMERICA CORP. WILLIAMSON & ASSOCIATES INC AVOIDANCE ACTION $ 220,645.13
ENRON NORTH AMERICA CORP. AIR QUALITY MANAGEMENT SERVICES AVOIDANCE ACTION $ 121,481.84
ENRON ENGINEERING & CONSTRUCTION COMPANY AIR SEA BROKER LTD.- WEST AFRICA AVOIDANCE ACTION $ 51,000.00
ENRON TRANSPORTATION SERVICES COMPANY AMERICAN CAST IRON PIPE CO AVOIDANCE ACTION $ 3,272,253.92
ENRON NORTH AMERICA CORP. ARMOR GROUP AVOIDANCE ACTION $ 22,212.00
ENRON NET WORKS L.L.C. AUSPEX SYSTEMS INC AVOIDANCE ACTION $ 43,906.21
ENRON CORP. AZTEC RENTAL AVOIDANCE ACTION $ 688,922.85
ENRON PROPERTY & SERVICES AZTEC RENTAL AVOIDANCE ACTION $ 170,274.13
ENRON NORTH AMERICA CORP. BANCA NAZIONALE DEL LAVORO AVOIDANCE ACTION $ 85,457.76
ENRON ENERGY SERVICES, INC. BANDS COMPANY, INC. AVOIDANCE ACTION $ 28,301.52
ENRON ENERGY SERVICES, INC. BARTON CREEK RESORT AVOIDANCE ACTION $ 23,572.31
ENRON ENERGY SERVICES, INC. BASSETT MECHANICAL AVOIDANCE ACTION $ 70,200.00
ENRON CORP. BERGER AVOIDANCE ACTION $ 485,881.26
ENRON ENGINEERING & CONSTRUCTION COMPANY BESIX DABHOL SA PROJECT OFFICE AVOIDANCE ACTION $ 11,017,207.08
ENRON NET WORKS L.L.C. BLOOMBERG LP AVOIDANCE ACTION $ 1,101,523.48
ENRON TRANSPORTATION SERVICES COMPANY BLU CONSTRUCTION INC AVOIDANCE ACTION $ 29,900.00
ENRON NORTH AMERICA CORP. BROWN,WILLIAMS, MOOREHEAD & QUINN AVOIDANCE ACTION $ 40,651.31
ENRON NORTH AMERICA CORP. C K SYSTEMS AVOIDANCE ACTION $ 21,460.00
ENRON ENERGY SERVICES, INC. CAL-AIR INC AVOIDANCE ACTION $ 383,127.61
ENRON CORP. CENTRAL PARKING SYSTEMS AVOIDANCE ACTION $ 87,312.50
ENRON ENERGY SERVICES, INC. CEW LIGHTING INC AVOIDANCE ACTION $ 40,773.79
ENRON CORP. CHRISTENSON ELECTRIC, INC AVOIDANCE ACTION $ 37,441.43
ENRON ENERGY SERVICES, INC. CLAYTON BILTMORE & COMPANY LLC AVOIDANCE ACTION $ 78,880.00
ENRON NET WORKS L.L.C. CLAYTON BILTMORE & COMPANY LLC AVOIDANCE ACTION $ 226,746.25
ENRON ENERGY SERVICES, INC. COMMAIR MECHANICAL SERVICES AVOIDANCE ACTION $ 116,357.00
ENRON NET WORKS L.L.C. COMPUTER MEDIA TECHNOLOGIES AVOIDANCE ACTION $ 121,556.00
ENRON NORTH AMERICA CORP. COMPUTER MEDIA TECHNOLOGIES AVOIDANCE ACTION $ 97,445.00
ENRON NET WORKS L.L.C. CONFERENCE PLUS INC AVOIDANCE ACTION $ 32,084.98
ENRON ENGINEERING & CONSTRUCTION COMPANY CONSTRUCTORA HERMANOS FURLANETTO CA AVOIDANCE ACTION $ 374,438.96
ENRON ENERGY SERVICES, INC. CONTINENTAL BLOWER LLC AVOIDANCE ACTION $ 84,994.00
ENRON TRANSPORTATION SERVICES COMPANY DAVID BROWN UNION PUMPS AVOIDANCE ACTION $ 21,910.00
O-52
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
ENRON ENGINEERING & CONSTRUCTION COMPANY DELATTRE BEZONS (NIGERIA) LTD AVOIDANCE ACTION $ 2,029,844.18
ENRON NET WORKS L.L.C. DELL MARKETING L.P. AVOIDANCE ACTION $ 1,080,571.06
ENRON NORTH AMERICA CORP. DELTA ENERGY CORPORATION AVOIDANCE ACTION $ 3,943,546.52
ENRON ENGINEERING & CONSTRUCTION COMPANY DELTA HUDSON ENGINEERING CORP AVOIDANCE ACTION $ 57,846.50
ENRON ENERGY SERVICES, INC. DILLING MECHANICAL CONTRACTORS AVOIDANCE ACTION $ 20,111.00
ENRON CORP. DOY G JONES II AVOIDANCE ACTION $ 393,894.75
ENRON ENERGY SERVICES, INC. DYNALECTRIC AVOIDANCE ACTION $ 59,158.00
ENRON BROADBAND SERVICES, INC. ENCOURAGEMENT RESEARCH & RESOURCES AVOIDANCE ACTION $ 43,500.00
INC.
ENRON ENERGY SERVICES, INC. ENERGY CONTROLS & CONCEPTS AVOIDANCE ACTION $ 160,670.00
ENRON NET WORKS L.L.C. ENERGY INTELLIGENCE GROUP INC AVOIDANCE ACTION $ 54,944.00
ENRON NET WORKS L.L.C. ENFORM TECHNOLOGY LLC AVOIDANCE ACTION $ 548,097.42
ENRON ENGINEERING & CONSTRUCTION COMPANY ENTREPOSE AVOIDANCE ACTION $ 2,659,717.43
ENRON NORTH AMERICA CORP. ENTRIX, INC. AVOIDANCE ACTION $ 124,440.07
ENRON NET WORKS L.L.C. EVANS CONSOLES INC AVOIDANCE ACTION $ 75,670.29
ENRON CORP. FACILITY INTERIORS INC AVOIDANCE ACTION $ 82,636.12
ENRON ENERGY SERVICES, INC. FIRSTLOGIC INC AVOIDANCE ACTION $ 79,726.71
ENRON CORP. FLEISHMAN-HILLARED LINK LTD AVOIDANCE ACTION $ 21,580.13
ENRON ENGINEERING & CONSTRUCTION COMPANY FLENDER GRAFFENSTADEN AVOIDANCE ACTION $ 80,652.61
ENRON ENERGY SERVICES, INC. FLUORESCO LIGHTING & SIGNS AVOIDANCE ACTION $ 579,781.90
ENRON ENERGY SERVICES, INC. FOCUS OF NEW YORK INC AVOIDANCE ACTION $ 27,500.00
ENRON NORTH AMERICA CORP. FOCUS OF NEW YORK INC AVOIDANCE ACTION $ 25,000.00
ENRON ENGINEERING & CONSTRUCTION COMPANY FREDERICK DUNCAN MCCAIG AVOIDANCE ACTION $ 20,146.31
ENRON ENGINEERING & CONSTRUCTION COMPANY FRITZ COMPANIES INC AVOIDANCE ACTION $ 98,603.12
ENRON ENGINEERING & CONSTRUCTION COMPANY FRITZ COMPANIES INC AVOIDANCE ACTION $ 290,946.02
ENRON CORP. FURNITURE MARKETING GROUP OF AVOIDANCE ACTION $ 22,526.18
ENRON TRANSPORTATION SERVICES COMPANY GEOCORE SERVICE, INC. AVOIDANCE ACTION $ 30,750.00
ENRON NORTH AMERICA CORP. GOLIN/HARRIS INTERNATIONAL AVOIDANCE ACTION $ 86,515.90
ENRON CORP. GOWAN INC AVOIDANCE ACTION $ 55,720.25
ENRON CORP. HARE & COMPANY AVOIDANCE ACTION $ 2,015,325.94
ENRON NET WORKS L.L.C. HUNTER & SAGE AVOIDANCE ACTION $ 20,000.00
ENRON ENERGY SERVICES, INC. HUXTABLE & ASSOCIATES INC AVOIDANCE ACTION $ 21,893.31
ENRON CORP. IBM CORP AVOIDANCE ACTION $ 58,350.00
ENRON ENERGY SERVICES, INC. IBM CORP AVOIDANCE ACTION $ 16,461,442.06
O-53
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
ENRON NORTH AMERICA CORP. ICF CONSULTING AVOIDANCE ACTION $ 34,500.00
ENRON NET WORKS L.L.C. INTELLIGENCE PRESS INC AVOIDANCE ACTION $ 25,000.00
ENRON NET WORKS L.L.C. INTELLIGENCE PRESS INC AVOIDANCE ACTION $ 89,939.00
ENRON ENGINEERING & CONSTRUCTION COMPANY INTERWORKS ENGINEERING LTD AVOIDANCE ACTION $ 130,752.65
ENRON NORTH AMERICA CORP. IPC INFORMATION SYSTEMS INC AVOIDANCE ACTION $ 133,997.25
ENRON NORTH AMERICA CORP. J LEE SCOGGINS AVOIDANCE ACTION $ 30,625.00
ENRON NORTH AMERICA CORP. JAGUIRE CUSTOM CONTRACTORS AVOIDANCE ACTION $ 67,500.00
ENRON ENERGY SERVICES, INC. KENT DATACOMM AVOIDANCE ACTION $ 51,784.66
ENRON NET WORKS L.L.C. KENT DATACOMM AVOIDANCE ACTION $ 525,806.54
ENRON ENERGY SERVICES, INC. KEYSTONE SPECIALTY SERVICES CO AVOIDANCE ACTION $ 264,480.68
ENRON ENGINEERING & CONSTRUCTION COMPANY KVAERNER CONST. INT'L LTD. AVOIDANCE ACTION $ 3,241,885.00
ENRON PROPERTY & SERVICES LANIER PROFESSIONAL SERVICES, INC. AVOIDANCE ACTION $ 46,756.36
ENRON NORTH AMERICA CORP. LBFH INC AVOIDANCE ACTION $ 47,531.66
ENRON ENERGY SERVICES, INC. LEASENET INC AVOIDANCE ACTION $ 31,922.86
ENRON BROADBAND SERVICES, INC. LUCAS GROUP AVOIDANCE ACTION $ 22,000.00
ENRON NORTH AMERICA CORP. MACRO ADVISORY SERVICES AVOIDANCE ACTION $ 152,000.00
ENRON TRANSPORTATION SERVICES COMPANY MANSFIELD IND.COATINGS, INC. AVOIDANCE ACTION $ 114,299.50
ENRON CORP. MARATHON COMMUNICATIONS INC AVOIDANCE ACTION $ 36,776.19
ENRON ENGINEERING & CONSTRUCTION COMPANY MCLEAN CARGO SPECIALISTS, INC AVOIDANCE ACTION $ 82,500.00
ENRON NORTH AMERICA CORP. MIDDLEBERG EURO AVOIDANCE ACTION $ 44,509.67
ENRON NET WORKS L.L.C. MILLICAN & ASSOCIATES AVOIDANCE ACTION $ 61,577.72
ENRON NORTH AMERICA CORP. MILLICAN & ASSOCIATES AVOIDANCE ACTION $ 75,741.71
ENRON ENERGY SERVICES, INC. MOTIVATION EXCELLENCE INC AVOIDANCE ACTION $ 192,281.28
ENRON ENERGY SERVICES, INC. MOTOROLA INC AVOIDANCE ACTION $ 22,447.50
ENRON BROADBAND SERVICES, INC. MOUNTAIN TRAILS FOUNDATION AVOIDANCE ACTION $ 29,200.00
ENRON NORTH AMERICA CORP. MPR ASSOCIATES INC AVOIDANCE ACTION $ 133,281.57
ENRON NORTH AMERICA CORP. MS LEGAL SEARCH LLC AVOIDANCE ACTION $ 38,750.00
ENRON CORP. NATL ASSOC OF MANUFACTURERS AVOIDANCE ACTION $ 105,000.00
ENRON NET WORKS L.L.C. NAVIGANT CONSULTING INC. AVOIDANCE ACTION $ 25,205.98
ENRON TRANSPORTATION SERVICES COMPANY NAVIGANT CONSULTING INC. AVOIDANCE ACTION $ 21,000.00
ENRON NORTH AMERICA CORP. NET LOGISTIC SA DE GV AVOIDANCE ACTION $ 24,610.00
ENRON BROADBAND SERVICES, INC. NETSCREEN TECHNOLOGIES INC AVOIDANCE ACTION $ 163,279.12
ENRON BROADBAND SERVICES, INC. NIXU OY AVOIDANCE ACTION $ 24,684.00
O-54
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
ENRON NORTH AMERICA CORP. NORSKE SYSTEMS AVOIDANCE ACTION $ 95,216.70
ENRON BROADBAND SERVICES, INC. NORTH STAR NETWORK SOLUTIONS INC AVOIDANCE ACTION $ 68,492.54
ENRON TRANSPORTATION SERVICES COMPANY O C TANNER CO AVOIDANCE ACTION $ 51,497.10
ENRON ENGINEERING & CONSTRUCTION COMPANY ONYX INDUSTRIAL SERVICES INC AVOIDANCE ACTION $ 277,695.00
ENRON ENERGY SERVICES, INC. OPTIMUS SOLUTIONS LLC AVOIDANCE ACTION $ 196,900.00
ENRON NET WORKS L.L.C. OPTIMUS SOLUTIONS LLC AVOIDANCE ACTION $ 323,136.00
ENRON ENGINEERING & CONSTRUCTION COMPANY ORDEAN INTL INC AVOIDANCE ACTION $ 145,040.35
ENRON NORTH AMERICA CORP. PACE GLOBAL ENERGY SERVICES AVOIDANCE ACTION $ 80,972.09
ENRON NET WORKS L.L.C. PACIFIC RIM CAPITAL INC AVOIDANCE ACTION $ 61,364.76
ENRON ENGINEERING & CONSTRUCTION COMPANY PB POWER INC AVOIDANCE ACTION $ 54,893.35
ENRON NORTH AMERICA CORP. PB POWER INC AVOIDANCE ACTION $ 123,147.03
ENRON NORTH AMERICA CORP. PENNWELL AVOIDANCE ACTION $ 28,320.63
ENRON CORP. PEPPERWEED CONSULTING AVOIDANCE ACTION $ 99,682.56
ENRON TRANSPORTATION SERVICES COMPANY PETROLEUM HELICOPTERS, INC. AVOIDANCE ACTION $ 135,690.96
ENRON ENGINEERING & CONSTRUCTION COMPANY PETROTECH INC AVOIDANCE ACTION $ 21,132.00
ENRON ENERGY SERVICES, INC. PIEDMONT MAINTENANCE & SERVICES INC AVOIDANCE ACTION $ 163,053.00
ENRON CORP. QUALITY CONTAINER MAINTENANCE LP AVOIDANCE ACTION $ 37,018.25
ENRON CORP. QWEST CYBER SOLUTIONS LLC AVOIDANCE ACTION $ 63,800.00
ENRON NORTH AMERICA CORP. R J BROWN DEEPWATER AVOIDANCE ACTION $ 333,758.36
ENRON NORTH AMERICA CORP. RAZORFISH AVOIDANCE ACTION $ 495,497.65
ENRON BROADBAND SERVICES, INC. REALNETWORKS, INC AVOIDANCE ACTION $ 42,045.25
ENRON BROADBAND SERVICES, INC. RED HAWK/CDT AVOIDANCE ACTION $ 70,599.18
ENRON ENERGY SERVICES, INC. REFRIGERATION SYSTEMS CO AVOIDANCE ACTION $ 69,790.50
ENRON NORTH AMERICA CORP. REG ARCHITECTS INC AVOIDANCE ACTION $ 24,923.00
ENRON CORP. RENTAL SYSTEMS INCORPORATED AVOIDANCE ACTION $ 27,306.06
ENRON TRANSPORTATION SERVICES COMPANY ROBERTS/SCHORNICK & ASSOC. INC AVOIDANCE ACTION $ 26,848.00
ENRON NET WORKS L.L.C. SBC DATACOMM AVOIDANCE ACTION $ 277,809.26
ENRON CORP. SECURITY SYSTEMS DIVISION AVOIDANCE ACTION $ 591,992.19
ENRON ENERGY SERVICES, INC. SIGMA INTERNET INC AVOIDANCE ACTION $ 33,317.00
ENRON NET WORKS L.L.C. SIGMA INTERNET INC AVOIDANCE ACTION $ 452,962.20
ENRON NORTH AMERICA CORP. SIGMA INTERNET INC AVOIDANCE ACTION $ 23,874.00
ENRON TRANSPORTATION SERVICES COMPANY SKINNER TANK COMPANY AVOIDANCE ACTION $ 59,420.00
ENRON ENERGY SERVICES, INC. SPECTRUM LIGHTING TECH INC AVOIDANCE ACTION $ 51,913.45
O-55
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
ENRON CORP. SPL INTEGRATED SOLUTIONS AVOIDANCE ACTION $ 54,751.89
ENRON NORTH AMERICA CORP. STANCIL AND CO AVOIDANCE ACTION $ 161,449.76
ENRON TRANSPORTATION SERVICES COMPANY STANDARD AUTOMATION & CONTROL AVOIDANCE ACTION $ 50,182.20
ENRON CORP. STANDARD PARKING AVOIDANCE ACTION $ 1,292,121.00
ENRON PROPERTY & SERVICES STANDARD PARKING AVOIDANCE ACTION $ 827,593.55
ENRON ENERGY SERVICES, INC. STILIAN ELECTRIC INC AVOIDANCE ACTION $ 63,900.00
ENRON ENERGY SERVICES, INC. SUN INDUSTRIES AVOIDANCE ACTION $ 40,921.29
ENRON ENERGY SERVICES, INC. TECHLITE CORP AVOIDANCE ACTION $ 26,342.40
ENRON ENERGY SERVICES, INC. TECHNOLOGY PARTNERS INC AVOIDANCE ACTION $ 128,613.27
ENRON CORP. THE ANDRE GROUP INC AVOIDANCE ACTION $ 28,500.00
ENRON ENERGY SERVICES, INC. THE ENTERPRISE CORPORATION AVOIDANCE ACTION $ 35,042.40
ENRON TRANSPORTATION SERVICES COMPANY THE FORUM CORPORATION AVOIDANCE ACTION $ 23,795.20
ENRON CORP. THE HARBUS NEWS AVOIDANCE ACTION $ 20,150.00
ENRON NORTH AMERICA CORP. THE SALVAGE ASSOCIATION AVOIDANCE ACTION $ 47,378.00
ENRON NORTH AMERICA CORP. THE SOCIETY OF THE PLASTICS AVOIDANCE ACTION $ 35,000.00
ENRON NORTH AMERICA CORP. THE WEBER GROUP AVOIDANCE ACTION $ 40,000.00
ENRON BROADBAND SERVICES, INC. THRUPOINT INC AVOIDANCE ACTION $ 763,050.00
ENRON NET WORKS L.L.C. TIDAL SOFTWARE, INC. AVOIDANCE ACTION $ 43,300.00
ENRON NORTH AMERICA CORP. TORONTO DOMINION AVOIDANCE ACTION $ 2,579,651.25
ENRON NORTH AMERICA CORP. TRELEX ASSOCIATES LTD AVOIDANCE ACTION $ 78,533.69
ENRON ENGINEERING & CONSTRUCTION COMPANY UB AIR PRIVATE LIMITED AVOIDANCE ACTION $ 21,910.39
ENRON ENERGY SERVICES, INC. VALTECH TECHNOLOGIES INC AVOIDANCE ACTION $ 368,000.00
ENRON NET WORKS L.L.C. VALTECH TECHNOLOGIES INC AVOIDANCE ACTION $ 504,712.50
ENRON NORTH AMERICA CORP. W J MURRAY & ASSOC AVOIDANCE ACTION $ 20,284.21
ENRON NET WORKS L.L.C. WAREFORCE INC AVOIDANCE ACTION $ 87,854.00
ENRON NORTH AMERICA CORP. WASHINGTON INFORMATION GROUP LTD AVOIDANCE ACTION $ 22,500.00
ENRON TRANSPORTATION SERVICES COMPANY WATLEY SEED COMPANY AVOIDANCE ACTION $ 32,088.75
ENRON ENERGY SERVICES, INC. WILLIAM TRANE AVOIDANCE ACTION $ 39,307.70
ENRON ENGINEERING & CONSTRUCTION COMPANY WRIGHT EXPRESS AVOIDANCE ACTION $ 526,741.31
ENRON BROADBAND SERVICES, INC. AT&T AVOIDANCE ACTION $ 55,895.42
ENRON CORP. AT&T AVOIDANCE ACTION $ 260,911.52
ENRON ENERGY SERVICES, INC. AT&T AVOIDANCE ACTION $ 153,975.15
ENRON ENERGY SERVICES, INC. AT&T AVOIDANCE ACTION $ 228,160.34
O-56
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
ENRON ENGINEERING & CONSTRUCTION COMPANY AT&T AVOIDANCE ACTION $ 485,840.56
ENRON NET WORKS L.L.C. AT&T AVOIDANCE ACTION $ 2,295,031.96
ENRON CORP. BOWNE BUSINESS SERVICES INC AVOIDANCE ACTION $ 1,332,399.24
ENRON BROADBAND SERVICES, INC. COMDISCO INC AVOIDANCE ACTION $ 200,004.28
ENRON CORP. COMMUNICATIONS ADVISORY SERVICE AVOIDANCE ACTION $ 236,083.43
ENRON CORP. EQUISERVE AVOIDANCE ACTION $ 96,442.84
FTV COMMUNICATIONS LLC AVOIDANCE ACTION $ 13,407,059.39
ENRON ENERGY SERVICES, INC. GE CAPITAL AVOIDANCE ACTION $ 73,959.70
ENRON NORTH AMERICA CORP. G E POWER AVOIDANCE ACTION $ 1,952,114.06
ENRON NET WORKS L.L.C. GLOBAL CROSSING AVOIDANCE ACTION $ 143,604.45
ENRON CORP. IRON MOUNTAIN AVOIDANCE ACTION $ 64,806.17
ENRON PROPERTY & SERVICES IRON MOUNTAIN AVOIDANCE ACTION $ 34,667.80
ENRON BROADBAND SERVICES, INC. LUCENT TECHNOLOGIES INC AVOIDANCE ACTION $ 483,671.29
ENRON CORP. LUCENT TECHNOLOGIES INC AVOIDANCE ACTION $ 25,920.00
ENRON NET WORKS L.L.C. LUCENT TECHNOLOGIES INC AVOIDANCE ACTION $ 43,520.00
ENRON CORP. REUTERS AMERICA INC AVOIDANCE ACTION $ 223,487.41
ENRON METALS & COMMODITY CORP. REUTERS AMERICA INC AVOIDANCE ACTION $ 24,033.92
ENRON NET WORKS L.L.C. REUTERS AMERICA INC AVOIDANCE ACTION $ 80,333.00
ENRON NET WORKS L.L.C. REUTERS AMERICA INC AVOIDANCE ACTION $ 1,102,151.51
ENRON CORP. SOURCENET SOLUTIONS INC AVOIDANCE ACTION $ 969,301.00
ENRON CORP. VITRA INC AVOIDANCE ACTION $ 178,312.50
ENRON CORP. WS BELLOWS CONSTRUCTION CORP AVOIDANCE ACTION $ 619,826.00
ENRON ENERGY SERVICES, INC. APPLIED ENGINEERING SERVICES AVOIDANCE ACTION $ 31,271.37
ENRON NET WORKS L.L.C. B C MASTIN CO AVOIDANCE ACTION $ 25,002.00
ENRON CORP. CENTURY STRATEGIES, LLC AVOIDANCE ACTION $ 60,000.00
ENRON NORTH AMERICA CORP. GOLDER ASSOCIATES INC. AVOIDANCE ACTION $ 241,358.91
ENRON CORP. INNOVATIVE NETWORK SOLUTIONS AVOIDANCE ACTION $ 29,702.40
ENRON NET WORKS L.L.C. INNOVATIVE NETWORK SOLUTIONS AVOIDANCE ACTION $ 255,393.52
ENRON CORP. LEHR CONSTRUCTION CORP AVOIDANCE ACTION $ 83,992.00
ENRON CORP. LONGHORN LEASING INC AVOIDANCE ACTION $ 88,428.04
ENRON ENGINEERING & CONSTRUCTION COMPANY PANALPINA C.A. AVOIDANCE ACTION $ 73,889.03
ENRON ENGINEERING & CONSTRUCTION COMPANY PANALPINA INC AVOIDANCE ACTION $ 77,427.50
ENRON CORP. POSTAGE BY PHONE SYSTEM AVOIDANCE ACTION $ 60,000.00
O-57
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
ENRON PROPERTY & SERVICES POSTAGE BY PHONE SYSTEM AVOIDANCE ACTION $ 60,000.00
ENRON CORP. POWER DISTRIBUTION INC AVOIDANCE ACTION $ 49,884.00
ENRON ENERGY SERVICES, INC. RETROFIT ORIGINALITY INCORPORATED AVOIDANCE ACTION $ 48,500.00
ENRON BROADBAND SERVICES, INC. SYMMETRICOM AVOIDANCE ACTION $ 45,930.49
CREDITORS' COMMITTEE ON BEHALF OF THE MARK FREVERT AVOIDANCE ACTION $ 2,000,000
DEBTORS
CREDITORS' COMMITTEE ON BEHALF OF THE REBECCA MARK AVOIDANCE ACTION $ 3,136,125
DEBTORS
CREDITORS' COMMITTEE ON BEHALF OF THE VINSON & ELKINS LLP AVOIDANCE ACTION $ 11,242,873
DEBTORS
CREDITORS' COMMITTEE ON BEHALF OF THE ANDREWS & KURTH LLP AVOIDANCE ACTION $ 5,550,805
DEBTORS
115 NE THIRD AVENUE LLC ENRON PROPERTY & SERVICES AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
AAF INTERNATIONAL NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
AALBORG INDUSTRIES INC NEPCO PROCUREMENT CO (ACCTG AVOIDANCE ACTION UNDETERMINED
ENTITY 708)
ENRON CORP.
ABACO MANAGEMENT CO INTEGRATED PROCESS AVOIDANCE ACTION UNDETERMINED
TECHNOLOGIES, LLC
ENRON CORP.
ABB AUTOMATION INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
GARDEN STATE PAPER COMPANY LLC
ABB POWER T & D CO INC ENRON NORTH AMERICA CORP. AVOIDANCE ACTION UNDETERMINED
NATIONAL ENERGY PRODUCTION
CORPORATION
ENRON CORP.
ABC ELECTRIC ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC
ENRON CORP..
ABCO INDUSTRIES NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
AC&S INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
ACTION COMMUNICATIONS INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
ADESTA COMMUNICATIONS INC ENRON BROADBAND SERVICES, INC. AVOIDANCE ACTION UNDETERMINED
ENRON CORP
ADR CONSULTING INC. NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
ADVANCED MOBILE POWER SYSTEMS LLC ENRON CORP. AVOIDANCE ACTION UNDETERMINED
ENRON NORTH AMERICA CORP.
AEP PRO SERVICE INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
AET-ADVANCED ELECTRICAL TESTING NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
AGUIRRE CONCRETE NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
AIR COMFORT CORP ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
O-58
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
AIR LIQUIDE AMERICA CORP EGP FUELS COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
AIR POLLUTION TESTING INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
AIR POWER OF NEW ENGLAND ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
AIR PRODUCTS & CHEMICALS INC EGP FUELS COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
AIRDYNE INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
ALAN ZIPERSTEIN ENRON ENERGY SERVICES OPERATIONS, AVOIDANCE ACTION UNDETERMINED
INC.
ENRON CORP.
ALFA LAVAL INC ENRON EQUIPMENT PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
ALL CRANE OF GEORGIA INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
NEPCO POWER PROCUREMENT COMPANY
ENRON CORP.
ALLAN ELECTRIC COMPANY INC GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
ALLEN CONCRETE OF BLYTHEVILLE INC NATIONAL ENERGY PRODUCTION
CORPORATION
ENRON CORP.
ALSTOM USA INC ENRON NET WORKS L.L.C. AVOIDANCE ACTION UNDETERMINED
NATIONAL ENERGY PRODUCTION
CORPORATION
NEPCO PROCUREMENT CO (ACCTG ENTITY
708)
NATIONAL ENERGY PRODUCTION
CORPORATION
ENRON ENGINEERING & CONSTRUCTION
COMPANY
ENRON CORP
AMERICAN EXPRESS NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP
AMERICAN HEATING CO ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP
AMERICAN SKIING CO ENRON ENERGY SERVICES OPERATIONS,
INC.
ENRON CORP
AMERICAN STEEL CO NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP
ANDERSON WATER SYSTEM LTD NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP
ANDRITZ RUTHNER INC GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
ANIXTER INC ENRON BROADBAND SERVICES, INC. AVOIDANCE ACTION UNDETERMINED
NATIONAL ENERGY PRODUCTION
CORPORATION
ENRON CORP
ANSALDO COEMSA SA NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP
ANSALDO COEMSA SA TOTAL UNDETERMINED
ANTHONY THOMPSON ENRON ENGINEERING & CONSTRUCTION AVOIDANCE ACTION UNDETERMINED
COMPANY
ENRON CORP.
O-59
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
AQUALINE RESOURCES INC ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
INTEGRATED PROCESS TECHNOLOGIES, LLC
ENRON CORP.
ENRON ENERGY SERVICES, INC
AQUATECH INTERNATIONAL CORPORATION NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
ARIZONA GLOVE & SAFETY NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ARKLATEX TRUCK & EQUIPMENT CORP NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
ARMOR GENERAL CONTRACTORS INC INTEGRATED PROCESS TECHNOLOGIES, LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
ARMSTRONG TRACE NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
ASSET SECURITIZATION COOP ENRON NORTH AMERICA CORP. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
ASTEN JOHNSON GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
ATLAS POWER INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
ATWOOD & MORRILL CO INC NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
AUTODESK INC ENRON ASSET MANAGEMENT RESOURCES, AVOIDANCE ACTION UNDETERMINED
INC
NATIONAL ENERGY PRODUCTION
CORPORATION
ENRON CORP.
AUTOMOTIVE RENTALS INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
AVCA CORPORATION ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
AVIS RENT A CAR SYSTEM INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
AVTECH, INC. ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
B & A REDMOND PARTNERS LTD ENRON CORP. AVOIDANCE ACTION UNDETERMINED
B & J INDUSTRIAL SUPPLY NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
BAKER TANKS INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP
BANK & OFFICE INTERIORS NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP
BANK ONE ENRON BROADBAND SERVICES, INC. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
BANNER INDUSTRIAL SUPPLY NEPCO POWER PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
BARNHART CRANE & RIGGING CO NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
O-60
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
BARR-ROSIN GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
BEACH SOFTWARE NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
BEAR PAW ENERGY, LLC ENRON CORP. AVOIDANCE ACTION UNDETERMINED
BEARCOM NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
BENNETT STEEL INC NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
BERKEL & CO NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
BFG IMMOBILIEN ENRON NORTH AMERICA CORP. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
BOILERMAKERS HEALTH & WELFARE FUND ENRON POWER & INDUSTRIAL AVOIDANCE ACTION UNDETERMINED
CONSTRUCTION COMPANY
ENRON CORP.
BORDEN COUNTY ENRON PIPELINE SERVICES COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
BORDER STATES ELECTRIC SUPPLY NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
BRACKETT GREEN USA INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
BRENNAN INDUSTRIAL CONT GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
BRETFORD MANUFACTURING INC ENRON CORP. AVOIDANCE ACTION UNDETERMINED
BRITISH CONSTRUCTION GRP LTD ENRON EQUIPMENT PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
BRONCO CONSTRUCTION NEPCO POWER PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
BROOK ENERGY SERVICES INC ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
BROWN & ROOT INC EGP FUELS COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
BROWN FINTUBE COMPANY NATIONAL ENERGY PRODUCTION
CORPORATION
ENRON CORP.
BRUNS BROS PROCESSING EQUIPMENT ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
BULK-TAINERS CORPORATION NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
BURGESS-MANNING INC. NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
BURNS DELATTE & MCCOY INC ENRON PROPERTY & SERVICES AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
C H MURPHY/CLARK-ULLMAN, INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
CALVERT COMPANY NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
O-61
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
CALVERT WIRE & CABLE CORP NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
CANNON BUILDING SERVICES, INC ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
CARNEGIE ASSOCIATES GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
CARTER & ASSOCIATES ENRON ENERGY SERVICES OPERATIONS, AVOIDANCE ACTION UNDETERMINED
INC.
ENRON ENERGY SERVICES, INC.
CASCADE MACHINERY & ELECTRIC CO NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP
CATALYST PROCESS SPECIALISTS ENRON METHANOL COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP
CB ENGINEERING PACIFIC INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
NEPCO PROCUREMENT CO (ACCTG ENTITY
708)
ENRON CORP
CED NEPCO POWER PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP
CENTENNIAL BLOCK, LTD. ENRON PROPERTY & SERVICES AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
CENTRAL PIPE SUPPLY INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
CHAMCO INDUSTRIES LTD NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
CHICK FIL-A ENRON CORP. AVOIDANCE ACTION UNDETERMINED
CIGSA CONSTRUCCIONES SA DE CV ENRON EQUIPMENT PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
CILCORP ENRON ENERGY SERVICES, INC. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
CISCO SYSTEMS INC ENRON COMMUNICATIONS LEASING CORP. AVOIDANCE ACTION UNDETERMINED
ENRON CORP
CITY OF GARFIELD GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
CLARIANT CORP GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
CLARK RELIANCE NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP
CLEAN ENERGY SOLUTIONS LLC ENRON GLOBAL MARKETS LLC AVOIDANCE ACTION UNDETERMINED
ENRON NORTH AMERICA CORP
COGENIX NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
COLLINS-OLIVER INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
COLONIAL ELECTRIC SUPPLY CO ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP
COLUMBIA ELECTRIC SUPPLY NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP
COLUMBIA LAKES ENRON ASSET MANAGEMENT RESOURCES, AVOIDANCE ACTION UNDETERMINED
INC
ENRON CORP.
O-62
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
COLUMBUS MACHINE & NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
NEPCO POWER PROCUREMENT COMPANY
ENRON CORP
COLUMBUS READY MIX NEPCO POWER PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP
COMFORT SYSTEMS USA ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP
COMMUNITY PRODUCTS LLC ENRON CORP. AVOIDANCE ACTION UNDETERMINED
COMPAGNIE GENERALE DE LOGISTIQUE- ENRON EQUIPMENT PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP
CONCAR DETROIT ONE, LLC ENRON BROADBAND SERVICES, INC. AVOIDANCE ACTION UNDETERMINED
ENRON PROPERTY & SERVICES
ENRON CORP.
CONDEA VISTA CHEMICAL COMPANY GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
CONNECTICUT GENERAL LIFE INS CO ENRON CORP. AVOIDANCE ACTION UNDETERMINED
GARDEN STATE PAPER COMPANY LLC
NATIONAL ENERGY PRODUCTION
CORPORATION
CONNELLY ABBOTT DUNN & MONROE ARCHI NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP
CONSOLIDATED ELECTRICAL NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
CONSOLIDATED PIPE & SUPPLY CO INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
NEPCO POWER PROCUREMENT COMPANY
ENRON CORP.
CONSTANTIN WALSH-LOWE LLC SMITH STREET LAND COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
CONTECH TECHNICAL SERVICES CO NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
CONTROL AIR CONDITIONING SRVC CORP ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
CONTROL BUILDING SERVICES INC ENRON ENERGY SERVICES OPERATIONS, AVOIDANCE ACTION UNDETERMINED
INC.
INTEGRATED PROCESS TECHNOLOGIES, LLC
ENRON CORP.
COOPER TURBOCOMPRESSOR INC ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
NATIONAL ENERGY PRODUCTION
CORPORATION
ENRON CORP.
CORESTAFF SERVICES ENRON CORP. AVOIDANCE ACTION UNDETERMINED
ENRON ENERGY SERVICES OPERATIONS,
INC.
ENRON NET WORKS L.L.C.
ENRON NORTH AMERICA CORP.
CORPORATE BUILDERS NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
CORPORATE EXPRESS ENRON NET WORKS L.L.C. AVOIDANCE ACTION UNDETERMINED
NATIONAL ENERGY PRODUCTION
CORPORATION
ENRON CORP.
O-63
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
COUNTY OF BERGEN GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
CRANE RENTAL OF ORLANDO FLORIDA NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
CRESTLINE CONSTRUCTION CO LLC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
CSG SERVICES INC ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
CURTISS-WRIGHT FLIGHT SYSTEMS GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
CURTISS-WRIGHT FLOW CONTROL SERVICE NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
CUSHMAN & WAKEFIELD INC. ENRON ENERGY MARKETING CORP. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
CUSTOM DESIGN MARKETING NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
CUSTOM METALS NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
CUSTOM PLAYGROUNDS DESIGNS DBA ENRON CORP. AVOIDANCE ACTION UNDETERMINED
ENRON PROPERTY & SERVICES
CUSTOM POWER INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
CUSTOM STEEL SERVICES INC GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
CUTLER-HAMMER INC GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
DALE C ROSSMAN INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
DANIEL EGP FUELS COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
DANIEL J SHEA ENRON PIPELINE SERVICES COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
DANIEL MEASUREMENT & CONTROLS NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
DANIEL VALVE CO ENRON EQUIPMENT PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
DASHIELL INCORPORATED NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
DAWSON COUNTY APPRAISAL DISTRICT ENRON PIPELINE SERVICES COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
DEA CONSTRUCTION COMPANY ENRON BROADBAND SERVICES, INC. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
DEARBORN CRANE & ENGINEERING NEPCO POWER PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
DEBNER & CO ENRON CORP. AVOIDANCE ACTION UNDETERMINED
ENRON PROPERTY & SERVICES
DEER PARK CONSTRUCTION EGP FUELS COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
DELTA UNIBUS CORPORATION NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
O-64
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
DEZURIK/COPES-VULCAN NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
DIXIE RENTAL AND SUPPLY NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
DOOLITTLE ERECTORS INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
DOUGHTY BROTHERS INC. NEPCO POWER PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
DUAL TEMP COMPANIES ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
EAST OHIO MACHINERY COMPANY ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
EDEN BIOSCIENCE CORP NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
EDISON ASSET SECURITIZATION LLC ENRON CORP. AVOIDANCE ACTION UNDETERMINED
ENRON PROPERTY & SERVICES
EDWARD'S PIPING AND MACHINERY INC ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
ELECTRICAL CABLE SPECIALISTS INC GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
ELLIOTT CO NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
ELM CREEK PROPERTY MANAGEMENT ENRON ENERGY SERVICES OPERATIONS, AVOIDANCE ACTION UNDETERMINED
INC.
ENRON CORP.
ENERGY CAPITAL PARTNERS ENRON ENERGY SERVICES OPERATIONS, AVOIDANCE ACTION UNDETERMINED
INC.
ENRON CORP.
ENERGY CONCEPTS & SOLUTIONS ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
ENERGY INVESTMENTS ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
ENERGY TRANSPORTATION GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
ENERTECH ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
ENGINEERED PROCESS SYSTEMS INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
ENVIROGREEN INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
ENVIRONMENTAL COMPLIANCE & NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
ENVIRONMENTAL MANAGEMENT SRVCS INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
ERCON INC MONT BELVIEU STORAGE AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
ERSHIGS, INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
NEPCO POWER PROCUREMENT COMPANY
ENRON CORP.
O-65
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
ESCO ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
EXPANETS INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
F&M MAFCO INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
FBTC LEASING CORP. ENRON CORP. AVOIDANCE ACTION UNDETERMINED
FERGUSON ENTERPRISES INC. NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
NEPCO PROCUREMENT CO (ACCTG ENTITY
708)
ENRON CORP.
FISHER CONTROLS INTL SERVICES ENRON EQUIPMENT PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
FISHER-ROSEMOUNT SYSTEMS INC NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
FISK ELECTRIC COMPANY ENRON CORP. AVOIDANCE ACTION UNDETERMINED
ENRON PROPERTY & SERVICES
SMITH STREET LAND COMPANY
FLORIDA MAINTENANCE & CONSTRUCTION NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
FLOW-LIN CORP NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
FLOWSERVE CORPORATION NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
NEPCO PROCUREMENT CO (ACCTG ENTITY
708)
ENRON CORP.
FLOWSERVE PUMPS NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
FNB FACTORS EGP FUELS COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
FNW PASCO ENRON POWER & INDUSTRIAL AVOIDANCE ACTION UNDETERMINED
CONSTRUCTION COMPANY
ENRON CORP.
FOSTER WHEELER LIMITED NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
FT PIERCE UTILITIES AUTHORITY ENRON NORTH AMERICA CORP. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
FURINO & SONS INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
G M MECHANICAL CORP INTEGRATED PROCESS TECHNOLOGIES, LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
G.R.G. VANDERWEIL ENG., INC. ENRON ENERGY SERVICES OPERATIONS, AVOIDANCE ACTION UNDETERMINED
INC.
ENRON CORP.
GARTNER & ASSOCIATES ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
GATTMAN CONSTRUCTION NEPCO POWER PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
GE CAPITAL ENRON NORTH AMERICA CORP. AVOIDANCE ACTION UNDETERMINED
INTEGRATED PROCESS
O-66
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
TECHNOLOGIES, LLC
NATIONAL ENERGY PRODUCTION
CORPORATION
NEPCO POWER PROCUREMENT COMPANY
NEPCO PROCUREMENT CO (ACCTG ENTITY
708)
ENRON CORP.
GE COMMUNICATIONS INC NEPCO POWER PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
GEA INTEGRATED COOLING TECH NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
GENSLER SMITH STREET LAND COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
GEOLOGIC SERVICES CORP INTEGRATED PROCESS TECHNOLOGIES, LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
GLOBAL RISK STRATEGIES(BERMUDA)LTD ENRON GLOBAL MARKETS LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
GOULDS PUMPS, INC. NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
GRANITE CONSTRUCTION CO NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
GRANT WILSON ENRON ENGINEERING & CONSTRUCTION AVOIDANCE ACTION UNDETERMINED
COMPANY
ENRON CORP.
GREEN POWER PARTNERS ENRON ENERGY SERVICES, INC. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
GREGG COUNTY ENRON PIPELINE SERVICES COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
GRINNELL FIRE PROTECTION NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
GRUBBS, HOSKYN, BARTON & WYATT NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
GUARDIAN FIRE PROTECTION EGP FUELS COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
GUILD ELECTRIC ENRON BROADBAND SERVICES, INC. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
HANSON CONCRETE SOUTH CONTRAL NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
HARD DRIVES NORTHWEST NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
HARRIS REBAR NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
HARRISON TRANE INTEGRATED PROCESS TECHNOLOGIES, LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
HATCH ENRON CORP. AVOIDANCE ACTION UNDETERMINED
HAWS INTERNATIONAL NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
HDB LTD ENRON PIPELINE SERVICES COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
HENRY PRATT CO NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
O-67
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
HIGH PLAINS SEPTIC SERVICES INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
HILL BROTHERS NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
HINES INTEREST LIMITED SMITH STREET LAND COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
HITACHI AMERICA LTD NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
HMT, INC. NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
HOBART WEST GROUP LLC GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
HOLTEC INTERNATIONAL NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
HOOD RIVER SAND & GRAVEL NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
HORIZON CONSTRUCTORS, INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
HOUGHTON CHEMICAL ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
HOUSTON WIRE AND CABLE COMPANY NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
HUGH MURPHY ENRON ENGINEERING & CONSTRUCTION AVOIDANCE ACTION UNDETERMINED
COMPANY
ENRON CORP.
HUNTSMAN CORPORATION GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
HYTORC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
IDYLWOOD VILLAGE APARTMENTS ENRON ENERGY SERVICES, INC. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
IKON NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
NATIONAL ENERGY PRODUCTION
CORPORATION
ENRON CORP.
ILLINOIS BLOWER INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
INDECK POWER EQUIPMENT CO NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
INDUSTRIAL COMMUNICATIONS NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
INDUSTRIAL MARINE SERVICE INC INTEGRATED PROCESS TECHNOLOGIES, LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
INDUSTRIAL MATERIAL CORP NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
INDUSTRIAL SUPPLY SOLUTIONS INC INTEGRATED PROCESS TECHNOLOGIES, LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
INDUSTRIAL UTILITY SALES CO INC NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
O-68
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
INDUSTRICON SUPPLY LLC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
INDUSTRIES 43 NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
INGERSOLL - RAND COMPANY INTEGRATED PROCESS TECHNOLOGIES, LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
INGERSOLL DRESSER PUMPS NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
INGERSOLL-RAND AIR CENTER INTEGRATED PROCESS TECHNOLOGIES, LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
INOTEK TECHNOLOGIES NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
INSCAPE ENRON CORP. AVOIDANCE ACTION UNDETERMINED
INSIGHT NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
INSTROMET, INC NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
INSTRUMENTATION & ELECTRICAL EGP FUELS COMPANY AVOIDANCE ACTION UNDETERMINED
MONT BELVIEU STORAGE
ENRON CORP.
INSULATIONS INC NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
INTERMOUNTAIN VALVE & CONTROLS NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
INTERNATIONAL CATALYST INC EGP FUELS COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
INTERNATIONAL PAINTING CORP NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
IVOR J LEE INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
J H KELLY LLC ENRON POWER & INDUSTRIAL AVOIDANCE ACTION UNDETERMINED
CONSTRUCTION COMPANY
ENRON CORP.
J SCOTT & MARY A PORTER ENRON CORP. AVOIDANCE ACTION UNDETERMINED
J. D. FIELDS & COMPANY NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
JACOBS ENGINEERING GROUPS INC EGP FUELS COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
JAMES B HONAN ENRON ENGINEERING & CONSTRUCTION AVOIDANCE ACTION UNDETERMINED
COMPANY
ENRON CORP.
JAMES INDUSTRIAL CONSTRUCTORS INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
JE MERIT CONSTRUCTORS INC EGP FUELS COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
ENRON NORTH AMERICA CORP.
JEMAL'S NANNY LLC ENRON PROPERTY & SERVICES AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
JERRY KELLY INC INTEGRATED PROCESS TECHNOLOGIES, LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
O-69
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
JIM RILEY EXCAVATING NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
JOHN CRANE INC EGP FUELS COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
JOHNSTON PUMP NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
JR STONES NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
JURGENS INC DBA TAYLOR FENCE CO OF NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
KDC SYSTEMS ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
KEKST & CO ENRON CORP. AVOIDANCE ACTION UNDETERMINED
KENDALL/HEATON ASSOCIATES INC SMITH STREET LAND COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
KEYSPAN ENRON ENERGY SERVICES, INC. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
KEYSTONE RESORT NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
KIMERY PAINTING INC NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
KONECRANES AMERICA INC NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
KVB-ENERTEC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
KYOEISHA ENRON NORTH AMERICA CORP. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
L & B 1775 EYE STREET INC. ENRON CORP. AVOIDANCE ACTION UNDETERMINED
LABOV MECHANICAL INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
LAMPSON INTERNATIONAL LTD ENRON POWER & INDUSTRIAL AVOIDANCE ACTION UNDETERMINED
CONSTRUCTION COMPANY
ENRON CORP.
LAND O SUN DAIRIES LLC ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
LANE-VALENTE INDUSTRIES INC INTEGRATED PROCESS TECHNOLOGIES, LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
LAS VENTANAS AL PARAISO ENRON CORP. AVOIDANCE ACTION UNDETERMINED
ENRON NORTH AMERICA CORP.
LIBERTY SUPPLY INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
LIGHTING DYNAMICS, INC. ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
LIGHTING MANAGEMENT ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
LIGHTING TECHNOLOGY SERVICES INC ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
O-70
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
LOAN CLEARING AGENCY SERVICES ENRON CORP. AVOIDANCE ACTION UNDETERMINED
LOCAL 598 TRUST FUNDS ENRON POWER & INDUSTRIAL AVOIDANCE ACTION UNDETERMINED
CONSTRUCTION COMPANY
ENRON CORP.
LONE STAR NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
ENRON ENGINEERING & CONSTRUCTION AVOIDANCE ACTION UNDETERMINED
COMPANY
LORENTZEN & WETTRE USA INC GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
LYNN MECHANICAL INC ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
M & I ELECTRIC INDUSTRIES INC ENRON EQUIPMENT PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
MAGNOLIA STEEL NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
MANSFIELD INDUSTRIAL COATINGS NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
MARITIME HEALTH SVCS NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
MASS HIGH TECHNOLOGY COUNCIL ENRON ENERGY MARKETING CORP. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
MATRIX SERVICE MID-CONTINENT INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
MATTSCO NEPCO POWER PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
MAX CONTROL SYSTEMS INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON ENGINEERING & CONSTRUCTION
COMPANY
MCCOY INC ENRON PROPERTY & SERVICES AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
MCHALE & ASSOCIATES INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
MCSI ENRON CORP. AVOIDANCE ACTION UNDETERMINED
MEMPHIS FENCE CO INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
METHUEN CONSTRUCTION CO INC ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
METROPOLITAN TRANSIT AUTHORITY ENRON PROPERTY & SERVICES AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
MID SOUTH FIRE PROTECTION INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
MID-ATLANTIC MECHANICAL INTEGRATED PROCESS TECHNOLOGIES, LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
MIDDOUGH ASSOCIATES INC ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
MILAM CONSTRUCTION CO NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
O-71
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
MISSOURI VALLEY INC ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
MITSUBISHI NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
ENRON ENGINEERING & CONSTRUCTION
COMPANY
MMC MATERIALS INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
MMR GROUP INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
MORGAN STANLEY ENRON CORP. AVOIDANCE ACTION UNDETERMINED
ENRON NORTH AMERICA CORP.
MP HUSKY CORP NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
NASHVILLE BOLT LLC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
NATIONAL ENERGY SERVICES ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
NATIONAL HVAC SERVICE ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
NATIONAL LIGHTING MAINTENANCE ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
NCRC INC INTEGRATED PROCESS TECHNOLOGIES, LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
NEPCAN ENGINEERING LTD NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
NEPTUNE CHEMICAL PUMP CO. NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
NES TRENCH & SHORING NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
NEPCO POWER PROCUREMENT COMPANY
ENRON CORP.
NEW ALBANY LIGHT & GAS WATER DEPT. OPERATIONAL ENERGY CORP. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
NIENKAMPER FURNITURE & ENRON CORP. AVOIDANCE ACTION UNDETERMINED
NINYO & MOORE NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
NORTH COAST ELECTRIC COMPANY ENRON POWER & INDUSTRIAL AVOIDANCE ACTION UNDETERMINED
CONSTRUCTION COMPANY
NATIONAL ENERGY PRODUCTION
CORPORATION
ENRON CORP.
NORTH TEXAS VALVE & FITTING CO NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
NORTHEASTERN MECHANICAL INC ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
NOXTECH INC ENRON GLOBAL MARKETS LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
NWT INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
O-72
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
NATIONAL ENERGY PRODUCTION
CORPORATION
ENRON CORP.
OCE-USA, INC. NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
OILFIELD SUPPLY ENRON GLOBAL LNG LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
OJIBWAY, INC ENRON CORP. AVOIDANCE ACTION UNDETERMINED
SEQUOIA FINANCIAL ASSETS LLC
OMI CRANE SYSTEMS INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
ONYX INDUSTRIAL NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
OUTLAW BROTHERS NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
OWENS CONSTRUCTION SERVICES NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
OXY VINYLS LP ENRON METHANOL COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
PACIFIC VALVES NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
PACO PUMPS NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
NEPCO PROCUREMENT CO (ACCTG ENTITY
708)
ENRON CORP.
PAN OCEAN INC ENRON NORTH AMERICA CORP. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
PAR REALTY CO GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
PARKS METAL FABRICATORS INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
PARSONS ENERGY & CHEMICALS GROUP NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
PARTICIPANT PROPERTIES LIMITED ENRON EQUIPMENT PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
PASCOR ATLANTIC CORPORATION NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
PASSAIC VALLEY WATER COMMISSION GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
PATCH INC ENRON NORTH AMERICA CORP. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
PATTERSON PUMP COMPANY NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
PB-KBB INC ENRON NORTH AMERICA CORP. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
PCE PACIFIC, INC. NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
PENNSYLVANIA TRANSFORMER NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
PENSKE LOGISTICS GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
PERI FORMWORK SYSTEMS NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
O-73
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
PERRY EQUIPMENT CORP ENRON EQUIPMENT PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
NATIONAL ENERGY PRODUCTION
CORPORATION
ENRON CORP.
PGA NATIONAL RESORT & SPA ENRON GLOBAL MARKETS LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
PINNACLE WELDING & FABRICATION INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
PITNEY BOWES ENRON PROPERTY & SERVICES AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
PORT CARTERET GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
POWELL ELECTRONIC INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
NEPCO PROCUREMENT CO (ACCTG ENTITY
708)
ENRON CORP.
POWER CON MECHANICAL NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
POWER ENGINEERS INC. NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
POWER EQUIPMENT CO OF MEMPHIS ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
PRAXAIR INC EGP FUELS COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON METHANOL COMPANY
ENRON CORP.
PRECISION POWERED PRODUCTS, INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
PRECISION ROLL GRINDERS INC GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
PRESENTATIONS NORTHWEST NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
PRIME LUBE INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
ORPORATION
ENRON CORP.
PRO MECHANICAL CORP ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
PROSPECT STEEL II CO NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
PSI ENERGY INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
SMITH STREET LAND COMPANY
ENRON CORP.
PSYCHROMETRIC SYSTEMS INC NEPCO POWER PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
PUBLIC SERVICE ELECTRIC AND GAS GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
PUFFER SWEIVEN INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
PUGET SOUND ENERGY, INC. NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
RADNOR ALLOY'S INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
NEPCO PROCUREMENT CO (ACCTG ENTITY
708)
ENRON CORP.
O-74
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
RAILWORKS W T BYLER NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
RAR DEVELOPMENT ASSOC. GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
RASMUSSEN WIRE ROPE & RIGGING NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
REBIS NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
REDDY ICE CORPORATION ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
REDMAN PIPE & SUPPLY CO ENRON EQUIPMENT PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
REGINALD TOWNSEND ENRON ENGINEERING & CONSTRUCTION AVOIDANCE ACTION UNDETERMINED
COMPANY
ENRON CORP.
REILY ELECTRICAL SUPPLY NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
RELIANT ENERGY CLINTON ENERGY MANAGEMENT SERVICES, AVOIDANCE ACTION UNDETERMINED
INC
ENRON ENERGY MARKETING CORP.
ENRON ENERGY SERVICES, INC.
ENRON METHANOL COMPANY
ENRON PROPERTY & SERVICES
MONT BELVIEU STORAGE
ENRON CORP.
REXEL SOUTHERN ELECTRICAL SUPPLY NEPCO POWER PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
REXEL SUMMERS NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
RHOADS INDUSTRIES INC GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
RICHARD SURREY ENRON ENGINEERING & CONSTRUCTION AVOIDANCE ACTION UNDETERMINED
COMPANY
ENRON CORP.
RICHARDS CO GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
RIDGE CUT FARMS PARTNERSHIP ENRON NORTH AMERICA CORP. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
ROBERTSON-CECO CORPORATION NEPCO POWER PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
ROCKLAND COUNTY SOLID WASTE AUTHORI GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
ROHM & HAAS CO GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
ROMAR SUPPLY NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
ROSEMOUNT INC. NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
ROSEWOOD CONTRACTING CORP/ AFC ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
S/I NORTHCREEK II LLC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
O-75
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
SALES FOCUS INC ENRON ENERGY SERVICES OPERATIONS, AVOIDANCE ACTION UNDETERMINED
INC.
ENRON ENERGY SERVICES, INC.
ENRON CORP.
SALOMONE BROTHERS INC INTEGRATED PROCESS TECHNOLOGIES, LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
SAN FRANCISCO WAVE EXCHANGE LLC ENRON PROPERTY & SERVICES AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
SCHINDLER ELEVATOR CORPORATION ENRON PROPERTY & SERVICES AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
SCHMUESER & ASSOCIATES INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
SCHNEIDER ELECTRIC NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
SCHOONOVER ELECTRIC CO INC GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
SCUDDER PUBLISHING GROUP ENRON ONLINE LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
SEFTON STEEL FABRICATORS NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
SELLERS & SONS INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
SENTERRA REAL ESTATE GROUP, LLC GRAND SLAM PARKING, INC. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
SENTRY EQUIPMENT CORP. NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
NEPCO PROCUREMENT CO (ACCTG ENTITY
708)
ENRON CORP.
SHAMROCK CONSTRUCTORS NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
SHAUGHNESSY & CO ENRON POWER & INDUSTRIAL AVOIDANCE ACTION UNDETERMINED
CONSTRUCTION COMPANY
ENRON CORP.
SHAW CONSTRUCTORS INC MONT BELVIEU STORAGE AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
SHAW FRONEK CO INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
SHEN MILSOM & WILKE, INC. SMITH STREET LAND COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
SIDERCA CORP NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
SM ELECTRIC CO INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
SMITH DOYLE CONTRACTORS INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
SMITH PUMP COMPANY INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
SOUTHEAST PIPE FABRICATORS INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
SOUTHERN ASSOCIATES CO NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
O-76
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
SOUTHWEST CARBON & ALLOY NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
SOUTHWEST FASTENER NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
SOUTHWEST PERFORMANCE GROUP INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
SPALJ CONSTRUCTION CO ENRON BROADBAND SERVICES, INC. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
SRIDHARON RAGHAVACHARI DBA ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
STADACONA GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
STANLEY CONSULTANTS INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
STEADFAST BRIDGES NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
STEAM SUPPLY & RUBBER COMPANY NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
STEEL FABRICATORS OF MONROE INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
STEEL SERVICE CORPORATION NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
STEWART & STEVENSON SERVICES NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
STOWE WOODWARD CO GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
STRAWBERY HOLDINGS INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
STRUBLE AIR CONDITIONING GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
SUIZA GIL LLC ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
SULZER PUMPS (USA) INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
SUMITOMO CORP NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
SUSAN FERNANDEZ ENRON PIPELINE SERVICES COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
SYCAMORE NETWORKS ENRON BROADBAND SERVICES, INC. AVOIDANCE ACTION UNDETERMINED
ENRON COMMUNICATIONS LEASING CORP.
ENRON CORP.
O-77
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
SYMONS CORPORATION NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
SYNERGY INVESTMENT ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
SYNETIX ENRON METHANOL COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
T BAILEY INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
TD INTERNATIONAL, LLC ENRON NORTH AMERICA CORP. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
TELLEPSEN CORP ENRON PROPERTY & SERVICES AVOIDANCE ACTION UNDETERMINED
NATIONAL ENERGY PRODUCTION
CORPORATION
ENRON CORP.
TESLA POWER & AUTOMATION INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
THE BENTLEY COMPANY ENRON BROADBAND SERVICES, INC. AVOIDANCE ACTION UNDETERMINED
ENRON ENERGY SERVICES NORTH
AMERICA, INC.
ENRON CORP.
THE BROADMOOR ENRON NORTH AMERICA CORP. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
THE FOXBORO CO NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
NEPCO PROCUREMENT CO (ACCTG ENTITY
708)
ENRON CORP.
THE JOHNSTON DANDY CO GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
THE KEYSTONE CENTER ENRON OPERATIONS SERVICES CORP. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
THE SCRUGGS COMPANY NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
THE STELLAR GROUP NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
THE STONER GROUP NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
O-78
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
THE WESTAR COMPANY ENRON ENERGY SERVICES OPERATIONS, AVOIDANCE ACTION UNDETERMINED
INC.
ENRON CORP.
THE WHEATSTONE ENERGY GRP ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
THERMAL ENGINEERING INT'L NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
NEPCO PROCUREMENT CO (ACCTG ENTITY
708)
ENRON CORP.
THERMO BLACK CLAWSON INC GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
THERMO PLUMBING & HEATING INC INTEGRATED PROCESS TECHNOLOGIES, LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
THERMO WEB SYSTEMS INC GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
THOMAS B CUSHING DEMOLITION NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
TIAA-780 THIRD AVENUE ENRON ENERGY SERVICES OPERATIONS, AVOIDANCE ACTION UNDETERMINED
INC.
ENRON PROPERTY & SERVICES
ENRON CORP.
TRANE COMPANY ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
INTEGRATED PROCESS TECHNOLOGIES, LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
TRANTER PHE INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
TRESCO CONSOLES NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
TRI STAR INDUSTRIAL COMPANY NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
TRI-C RESOURCES ECT MERCHANT INVESTMENTS CORP. AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
TRI-TECH ENERGY SERVICES INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
TRIZECHAHN ENRON CORP. AVOIDANCE ACTION UNDETERMINED
ENRON ENERGY SERVICES OPERATIONS,
INC.
ENRON PROPERTY & SERVICES
O-79
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
TURBINE AIR SYSTEMS LTD NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
TURBO GEN CONSULTANTS INC GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
TWO TOWN CENTER ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
TYCO GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
UNAFLEX NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
UNISORB NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
NEPCO POWER PROCUREMENT COMPANY
ENRON CORP.
UNITED SCAFFOLDING INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
ENRON ENGINEERING & CONSTRUCTION
COMPANY
UNITED STATES FILTER EGP FUELS COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
UNITED STATES TRUST CO OF NEW YORK ENRON CORP. AVOIDANCE ACTION UNDETERMINED
UNITED STEEL FABRICATORS NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
UNIVERSAL LIMITED, INC. NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
UNNICO INTEGRATED PROCESS TECHNOLOGIES, LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
UOP EGP FUELS COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
URS/DAMES & MOORE ENRON GLOBAL MARKETS LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
US TOOL NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
VALLEY TECHNICAL SALES INC GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
VALMET INC GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
O-80
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
VALMONT INDUSTRIES NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
VEI INC ENRON ENERGY SERVICES OPERATIONS, AVOIDANCE ACTION UNDETERMINED
INC.
ENRON CORP.
VIRGINIA TRANSFORMER CORP NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
VOITH FABRICS GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
VOITH SULZER PAPER TECHNOLOGY GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
VOLKS CONSTRUCTORS DIVISION NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
VULCAN PERFORMANCE CHEMICALS GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
W N COUCH INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
WA MATHERNE INDUSTRIAL SVC INC NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
WAHLCO INC NEPCO PROCUREMENT CO (ACCTG ENTITY AVOIDANCE ACTION UNDETERMINED
708)
ENRON CORP.
WALTERS WHOLESALE ELECTRIC CO ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON ENERGY SERVICES OPERATIONS,
INC.
ENRON CORP.
WAREHOUSE ASSOCIATES CORPORATE ENRON PROPERTY & SERVICES AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
WARREN ELECTRIC GROUP ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
NATIONAL ENERGY PRODUCTION
CORPORATION
ENRON CORP.
WELSBACH ELECTRIC CORP ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
WESCO ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
NATIONAL ENERGY PRODUCTION
CORPORATION
NEPCO PROCUREMENT CO (ACCTG ENTITY
708)
ENRON CORP.
WESTINGHOUSE PROCESS CTL NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
O-81
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
WHOLESALE ELECTRIC SUPPLY CO ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
NATIONAL ENERGY PRODUCTION
CORPORATION
NEPCO PROCUREMENT CO (ACCTG ENTITY
708)
ENRON CORP.
WILSON INDUSTRIES INC ENRON EQUIPMENT PROCUREMENT COMPANY AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
WIN SAM VALLEY VIEW CENTER INTEGRATED PROCESS TECHNOLOGIES, LLC AVOIDANCE ACTION UNDETERMINED
ENRON CORP.
ENRON ENERGY SERVICES, INC.
WORLD WATER WORKS GARDEN STATE PAPER COMPANY LLC AVOIDANCE ACTION UNDETERMINED
WYMAN-GORDON COMPANY NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
XTRA LIGHT MANUFACTURING INC ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
YARWAY CORP NATIONAL ENERGY PRODUCTION AVOIDANCE ACTION UNDETERMINED
CORPORATION
ENRON CORP.
YORK INTL CORP ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
YORK REFRIGERATION ENRON ENERGY SERVICES NORTH AVOIDANCE ACTION UNDETERMINED
AMERICA, INC.
ENRON CORP.
ACCENTURE LLP ENRON ENERGY SERVICES OPERATIONS, PREFERENCE ACTION 5,291,549.00
INC.
ENRON NET WORKS L.L.C.
ENRON CORP.
ENRON NORTH AMERICA CORP.
AKIN GUMP STRAUSS HAUER & FELD LLP ENRON GLOBAL MARKETS LLC PREFERENCE ACTION 338,930.42
ENRON NORTH AMERICA CORP.
ENRON OPERATIONS SERVICES CORP.
ENRON CORP.
ALSCHULER GROSSMAN STEIN & KAHAN ENRON NORTH AMERICA CORP. PREFERENCE ACTION 190,091.25
ENRON CORP.
AMEC E & C SERVICES INC ENRON NORTH AMERICA CORP. PREFERENCE ACTION 666,495.55
GARDEN STATE PAPER COMPANY LLC
ENRON CORP.
AMERICAN ARBITRATION ASSOCIATION ENRON ENGINEERING & CONSTRUCTION PREFERENCE ACTION 27,600.00
COMPANY
ENRON CORP.
ANDREWS & KURTH LLP EFS CONSTRUCTION MGMT SVC, INC PREFERENCE ACTION 5,220,320.07
O-82
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
ENRON ENERGY SERVICES OPERATIONS,
INC.
ENRON ENGINEERING & CONSTRUCTION
COMPANY
ENRON INDUSTRIAL MARKETS LLC
ENRON PROPERTY & SERVICES
ENRON MIDDLE EAST LLC
ENRON BROADBAND SERVICES, INC.
ENRON CORP.
ENRON NORTH AMERICA CORP.
ARNOLD & PORTER ENRON NORTH AMERICA CORP. PREFERENCE ACTION 29,881.50
ENRON CORP.
BENNETT JONES LLP ENRON INDUSTRIAL MARKETS LLC PREFERENCE ACTION 72,868.38
ENRON CORP.
BOOZ-ALLEN & HAMILTON INC ENRON NET WORKS L.L.C. PREFERENCE ACTION 538,385.00
ENRON CORP.
BRACEWELL & PATTERSON,LLP ENRON ENERGY SERVICES OPERATIONS, PREFERENCE ACTION 5,046,862.67
INC.
ENRON ENGINEERING & CONSTRUCTION
COMPANY
ENRON EQUIPMENT PROCUREMENT COMPANY
ENRON GLOBAL MARKETS LLC
ENRON INDUSTRIAL MARKETS LLC
HAWKSBILL CREEK LNG, LTD
ENRON CORP.
ENRON NORTH AMERICA CORP.
BROBECK PHLEGER & HARRISON LLP ENRON ENERGY SERVICES OPERATIONS, PREFERENCE ACTION 2,483,734.62
INC.
ENRON NORTH AMERICA CORP.
ENRON CORP.
BUCHANAN INGERSOLL ENRON NORTH AMERICA CORP. PREFERENCE ACTION 179,073.15
ENRON CORP.
BUCK, KEENAN & OWENS LLP ENRON NORTH AMERICA CORP. PREFERENCE ACTION 23,935.60
ENRON CORP.
C W LIVINGSTON & ASSOC PC & ENRON CORP. PREFERENCE ACTION 27,000.00
CADWALADER ENRON BROADBAND SERVICES, INC. PREFERENCE ACTION 559,774.59
ENRON NORTH AMERICA CORP.
ENRON CORP.
CALLENDERS & CO HAWKSBILL CREEK LNG, LTD PREFERENCE ACTION 302,457.53
ENRON CORP.
ENRON NORTH AMERICA CORP.
CLARK, THOMAS & WINTERS ENRON NORTH AMERICA CORP. PREFERENCE ACTION 20,646.55
ENRON CORP.
CLIFFORD CHANCE ENRON CORP. PREFERENCE ACTION 236,436.27
CONNELL FOLEY LLP ENRON INDUSTRIAL MARKETS LLC PREFERENCE ACTION 166,161.49
ENRON CORP.
O-83
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
COURTER,KOBERT,LAUFER & COHEN ENRON CORP. PREFERENCE ACTION 82,025.06
CROSBY,HEAFEY,ROACH,& MAY ENRON NORTH AMERICA CORP. PREFERENCE ACTION 178,610.14
ENRON CORP.
DELOITTE & TOUCHE LLP ENRON ENERGY SERVICES OPERATIONS, PREFERENCE ACTION 958,510.00
INC.
ENRON CORP.
ECONOMIC INSIGHT INC ENRON NORTH AMERICA CORP. PREFERENCE ACTION 59,417.12
ENRON CORP.
ENVIRONMENTAL EFFECTS LP ENRON NORTH AMERICA CORP. PREFERENCE ACTION 134,955.96
ENRON CORP.
ERIC W TENHUNFELD ENRON NORTH AMERICA CORP. PREFERENCE ACTION 115,410.00
ENRON CORP.
FOLEY & LARDNER ENRON INDUSTRIAL MARKETS LLC PREFERENCE ACTION 44,041.30
ENRON NORTH AMERICA CORP.
ENRON CORP.
FOLEY HOAG & ELIOT LLP ENRON CORP. PREFERENCE ACTION 25,276.36
GALLAGHER, BOLAND, MEIBURGER ENRON OPERATIONS SERVICES CORP. PREFERENCE ACTION 150,000.00
ENRON CORP.
GIBBS & BRUNS, L.L.P. ENRON NORTH AMERICA CORP. 1,563,349.08
ENRON OPERATIONS SERVICES CORP. PREFERENCE ACTION
ENRON CORP.
GREENBERG TRAURIG ENRON NORTH AMERICA CORP. PREFERENCE ACTION 274,707.02
ENRON CORP.
HAHN LOESER PARKS LLP ENRON CORP. PREFERENCE ACTION 99,901.25
JOHN L WORTHAM & SON LLP ENRON COMMUNICATIONS LEASING CORP. PREFERENCE ACTION 2,051,778.07
ENRON EQUIPMENT PROCUREMENT COMPANY
ENRON FREIGHT MARKETS CORP.
ENRON GAS LIQUIDS, INC.
NATIONAL ENERGY PRODUCTION
CORPORATION
ENRON CORP.
ENRON METALS & COMMODITY CORP.
ENRON NORTH AMERICA CORP.
KATZ, KUTTER, HAIGLER, ALDERMAN, ENRON CORP. PREFERENCE ACTION 117,910.15
KEITH & ASSOCIATES INC ENRON NORTH AMERICA CORP. PREFERENCE ACTION 70,377.37
ENRON CORP.
KELLEY DRYE & WARREN LLP ENRON CORP. PREFERENCE ACTION 22,935.81
KING & SPALDING ENRON GLOBAL LNG LLC PREFERENCE ACTION 121,509.99
ENRON NORTH AMERICA CORP.
ENRON CORP.
LAPOINTE ROSENSTEIN ENRON INDUSTRIAL MARKETS LLC PREFERENCE ACTION 22,247.46
ENRON CORP.
O-84
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
LAW OFFICES OF PAUL B MELTZER ENRON NORTH AMERICA CORP. PREFERENCE ACTION 74,380.33
ENRON CORP.
LEBOEUF LAMB GREENE & MACRAE LLP ENRON ENERGY SERVICES OPERATIONS, PREFERENCE ACTION 3,211,624.30
INC.
ENRON GLOBAL MARKETS LLC
ENRON INDUSTRIAL MARKETS LLC
ENRON CORP.
ENRON NORTH AMERICA CORP.
LEWIS, LONGMAN & WALKER PA CALYPSO PIPELINE, LLC PREFERENCE ACTION 27,758.94
ENRON CORP.
LINKLATERS & ALLIANCE ENRON MIDDLE EAST LLC PREFERENCE ACTION 115,536.51
ENRON CORP.
ENRON NORTH AMERICA CORP.
LOYENS & LOEFF ENRON GLOBAL LNG LLC PREFERENCE ACTION 103,794.00
ENRON CORP.
LOYENS & VOLKMAARS ENRON CORP. PREFERENCE ACTION 24,800.00
MAYER, BROWN & PLATT ENRON NORTH AMERICA CORP. PREFERENCE ACTION 143,386.67
ENRON CORP.
MCCUTCHEN,DOYLE,BROWN & ENERSEN ENRON GLOBAL MARKETS LLC PREFERENCE ACTION 580,143.06
ENRON NORTH AMERICA CORP.
ENRON CORP.
MCGRATH & COMPANY ENRON NORTH AMERICA CORP. PREFERENCE ACTION 69,399.00
ENRON CORP.
MCKINNEY & STRINGER NATIONAL ENERGY PRODUCTION PREFERENCE ACTION 55,891.84
CORPORATION
ENRON CORP.
PIPER MARBURY RUDNICK & WOLFE ENRON CORP. PREFERENCE ACTION 94,095.91
PORTER & HEDGES LLP ENRON CORP. PREFERENCE ACTION 24,038.02
POST KIRBY NOONAN & SWEAT LLP ENRON NORTH AMERICA CORP. PREFERENCE ACTION 475,467.74
ENRON CORP.
POTESTA & ASSOCIATES ENRON GLOBAL MARKETS LLC PREFERENCE ACTION 22,449.29
ENRON CORP.
POWELL, GOLDSTEIN, FRAZER & ENRON INDUSTRIAL MARKETS LLC PREFERENCE ACTION 90,578.40
ENRON CORP.
PRICEWATERHOUSECOOPERS LLP ENRON INDUSTRIAL MARKETS LLC PREFERENCE ACTION 1,476,902.78
ENRON NET WORKS L.L.C.
ENRON NORTH AMERICA CORP.
ENRON CAPITAL & TRADE RESOURCES
INTERNATIONAL CORP.
ENRON CORP.
QUINN EMANUEL URQUHART OLIVER & ENRON ENERGY SERVICES OPERATIONS, PREFERENCE ACTION 172,017.70
INC.
ENRON NORTH AMERICA CORP.
ENRON CORP.
O-85
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
RICHARD, WAYNE AND ROBERTS ENRON NET WORKS L.L.C. PREFERENCE ACTION 30,000.00
ENRON CORP.
RODEY,DICKASON,SLOAN,AKIN & ENRON CORP. PREFERENCE ACTION 59,182.08
SCHIFF HARDIN & WAITE ENRON ENERGY SERVICES OPERATIONS, PREFERENCE ACTION 24,903.75
INC.
ENRON CORP.
SHEARMAN & STERLING ENRON CORP. PREFERENCE ACTION 88,361.10
SHUTTS & BOWEN TRUST ACCT ENRON NORTH AMERICA CORP. PREFERENCE ACTION 22,404.00
ENRON CORP.
SISTEC RIGGING & MILLRIGHTS GARDEN STATE PAPER COMPANY LLC PREFERENCE ACTION 56,435.64
SKADDEN, ARPS, SLATE MEAGHER & ENRON GLOBAL LNG LLC PREFERENCE ACTION 1,326,193.00
ENRON CORP.
ENRON NORTH AMERICA CORP.
STOEL RIVES LLP ENRON NORTH AMERICA CORP. PREFERENCE ACTION 185,140.14
ENRON BROADBAND SERVICES, INC.
NATIONAL ENERGY PRODUCTION
CORPORATION
ENRON CORP.
STRASBURGER & PRICE LLP ENRON OPERATIONS SERVICES CORP. PREFERENCE ACTION 20,737.70
ENRON CORP.
SULLIVAN & CROMWELL ENRON NORTH AMERICA CORP. PREFERENCE ACTION 206,287.37
ENRON ENERGY SERVICES OPERATIONS,
INC.
ENRON CORP.
ENRON ENERGY SERVICES, INC.
SUSMAN GODFREY LLP ENRON BROADBAND SERVICES, INC. PREFERENCE ACTION 1,114,296.83
ENRON NORTH AMERICA CORP.
ENRON CORP.
TAHMAH ENERGY INC ENRON PIPELINE SERVICES COMPANY PREFERENCE ACTION 24,587.50
ENRON NORTH AMERICA CORP.
THOMPSON & KNIGHT ENRON GLOBAL MARKETS LLC PREFERENCE ACTION 130,594.70
ENRON CORP.
ENRON NORTH AMERICA CORP.
TOWERS PERRIN ENRON MANAGEMENT, INC. PREFERENCE ACTION 132,429.00
ENRON CORP.
VINSON & ELKINS ENRON BROADBAND SERVICES, INC. PREFERENCE ACTION 10,199,939.30
ENRON INDUSTRIAL MARKETS LLC
ENRON MIDDLE EAST LLC
ENRON OPERATIONS SERVICES CORP.
ENRON PIPELINE SERVICES COMPANY
ENRON ENERGY SERVICES, INC.
ENRON ENERGY SERVICES OPERATIONS,
INC.
ENRON CORP.
ENRON NORTH AMERICA CORP.
O-86
PLAINTIFF DEFENDANT CAUSE OF ACTION RECOVERY SOUGHT
--------- --------- --------------- ---------------
WEIR INTL MINING CONSULTANTS ENRON GLOBAL MARKETS LLC PREFERENCE ACTION 93,480.49
ENRON CORP.
WILLKIE FARR & GALLAGHER ENRON ENGINEERING & CONSTRUCTION PREFERENCE ACTION 22,653.09
COMPANY
ENRON CORP.
ENRON CORP. CREDIT SUISSE FIRST BOSTON AVOIDANCE AND IN EXCESS OF
INTERNATIONAL RECOVERY ACTION $230,000,000
CREDIT SUISSE FIRST BOSTON LLC
ENRON CORP. UBS AG AVOIDANCE AND IN EXCESS OF
UBS WARBURG RECOVERY ACTION $418,000,000
ENRON CORP BEAR STEARNS INTERNATIONAL LTD. AVOIDANCE AND IN EXCESS OF
BEAR STEARNS SECURITIES CORP. RECOVERY ACTION $25,000,000
ENRON NORTH AMERICA CORP.
ENRON CORP. DELOITTE & TOUCHE LLP RECOVERY ACTION NOT KNOWN AT THIS
TIME
6. OTHER ACTIONS
The Debtors have determined that they may have certain claims
or causes of action outside of bankruptcy against certain counterparties to
various contracts, customers, vendors, joint ventures, or other third parties
arising from the Debtors' day to day prepetition and postpetition activities.
The Debtors are investigating such claims and causes of action
and reserve the right to institute litigation upon a determination that valid
claims exist.
O-87
APPENDIX P: CALCULATION OF DISTRIBUTIONS UNDER THE PLAN
APPENDIX P: CALCULATION OF DISTRIBUTIONS UNDER THE PLAN
A. INTRODUCTION
The Plan provides for distribution of Plan Currency,
Litigation Trust Interests, and Special Litigation Trust Interests to holders of
Allowed General Unsecured Claims. Plan Currency consists of a mixture of
Creditor Cash, PGE Common Stock, CrossCountry Common Stock, and Prisma Common
Stock, which will be distributed in accordance with the Plan. Based on the
Debtors' current estimates of asset values and Allowed Claims, Plan Currency is
expected to be approximately two-thirds in the form of Creditor Cash and
approximately one-third in the form of Plan Securities.
Holders of Allowed Convenience Claims are entitled to receive
Cash distributions in an amount equal to such Creditor's pro rata share of the
Convenience Claim Distribution Percentage for the Debtor against which the
Allowed Convenience Claim is held.
Appendix P should be read in conjunction with Appendix C,
"Estimated Assets, Claims and Distributions." Appendix C provides creditors with
an understanding of the different components of the 30/70 global compromise on
substantive consolidation and sets forth the estimated assets and claims of each
of the Debtors, as well as the estimated Creditor recoveries under the Plan.
Building on this base of information in Appendix C, Appendix P attempts to help
Creditors better understand the recoveries they are entitled to receive under
the Plan by setting forth the estimated calculation of Plan distributions to (i)
a hypothetical creditor holding various types of unsecured claims in the amount
of $1,000,000 (ii) a hypothetical creditor holding various types of Convenience
Claims in the amount of $50,000. All of the assumptions underlying the estimates
in Appendix C apply equally to Appendix P, and are incorporated by reference.
Refer to Appendix C, "Estimated Assets, Claims and Distributions," for
additional information regarding these assumptions.
In addition, the tables below reflect the estimated number of
Claims in each Class. It should also be noted that these estimates include
Claims filed by agents or fiduciaries on behalf of syndicates, bondholders, and
other similarly situated Creditors; therefore, these estimates may
underrepresent the number of Creditors ultimately entitled to receive
distributions under the Plan, to the extent applicable.
B. VARIANCE
The Debtors have prepared the estimated calculation of Plan
distributions based on certain assumptions that they believe are reasonable
under the circumstances. These assumptions are described below. The calculations
have not been compiled or examined by independent accountants. The Debtors make
no representations regarding the accuracy of the calculations or any ability to
achieve forecasted results. Many of the assumptions underlying the calculations
are subject to significant uncertainties. Inevitably, some assumptions will not
materialize, and unanticipated events and circumstances may affect the ultimate
financial results. THEREFORE, THE ACTUAL RESULTS
P-1
ACHIEVED MAY VARY FROM THESE ESTIMATED CALCULATIONS, AND THE VARIATIONS MAY BE
MATERIAL. In evaluating the Plan, Creditors are urged to examine carefully all
of the assumptions underlying the estimated distributions.
The values set forth in this table are estimates. As such the
Debtors make no guarantees regarding actual distributions. However, the values
set forth for Allowed Convenience Claims accurately reflect distributions that
will be made. The number of Claims shown are estimates only and may differ from
the number of Claims entitled to vote in each Class. Actual values, claims, and
recoveries may differ materially from these estimates.
If the estimated value of assets (including, but not limited
to, estimates of available Creditor Cash, recoveries on the Remaining Assets,
and the valuation of the stock in PGE, CrossCountry and Prisma to be distributed
to Creditors) ultimately varies significantly from actual results, then actual
Creditor recoveries will vary significantly as well. Similarly, as the estimated
value of assets are forward-looking statements based upon information available
to the Debtors, the actual results may vary significantly. Refer to Section
XIV.C., "Variance from Valuations, Estimates and Projections," and Appendix C,
"Estimated Assets, Claims and Distributions," for additional information.
C. ASSUMPTIONS
The following are the significant assumptions and limiting
conditions utilized in preparation of the estimates:
1. To determine the number and amount of Claims that would
qualify as Allowed Convenience Claims or Allowed General
Unsecured Claims, the Debtors relied upon internal Claims
data, estimated by using a combination of the Enron Companies'
books and records, scheduled claims, filed Claims, and
professional judgment. Such estimates are subject to change
and any such changes could have a material effect on Creditor
recoveries. The estimates assume that no unliquidated claims
will ultimately reside in the Convenience Class. In addition,
the estimates assume that no Allowed Convenience Claims will
in or out of the Class.
2. Estimated stock share counts and values are based on the
assumptions included in the Disclosure Statement regarding the
valuation of PGE, CrossCountry, and Prisma. Refer to Section
XIV., "Risk Factors and Other Factors to be Considered," as
well as Section VIII., "Portland General Electric Company,"
Section IX, "Cross Country Energy Corp.," and Section X,
"Prisma Energy International Inc.," for additional information
regarding the risks attendant with these entities and the
industries in which they are involved.
3. Except for the stock shares to be distributed from PGE,
CrossCountry, and Prisma, it is assumed that all other assets
will be converted to Cash.
P-2
4. The estimated total Cash available for distribution was
reduced as necessary to satisfy Administrative, Secured,
Priority, and Convenience Class Claims.
5. In accordance with the Plan, any holder of an Allowed General
Unsecured Claim against ENA, EPMI, EGLI, EGM, EIM, ENGMC, ENA
Upstream, ECTRIC, and ERAC may elect to receive such holder's
Pro Rata Share of One Hundred Twenty-Five Million Dollars
($125,000,000.00) in lieu of all or a portion of the Plan
Securities to which such holder is otherwise entitled to
receive pursuant to the Plan. For purposes of Appendix P, it
is assumed that all Creditors eligible for this option will
elect to take it. Refer to Section VI.F.3., "Election to
Receive Additional Cash Distributions, in Lieu of Partial Plan
Securities," for additional information regarding this option.
6. In accordance with the Plan, pursuant to the compromise and
settlement set forth in the Disclosure Statement and in the
TOPRS Stipulation, each holder of TOPRS may elect to receive
additional distributions of Cash in lieu of distributions of
CrossCountry Common Stock, PGE Common Stock, and Prisma Common
Stock to which such holder is entitled to receive derivatively
on account of the Allowed ETS Debenture Claims held by EPF I
and EPF II. For purposes of Appendix P, it is assumed that all
holders of TOPRS will fully exercise this option. Refer to
Section VI.F.8., "Election of TOPRS Holders to Receive
Additional Cash Distributions in Lieu of Partial Plan
Securities," for additional information regarding this option.
7. Regarding the Litigation Trust Shares and Special Litigation
Trust Shares shown in Appendix P's Table of General Unsecured
Claim Recoveries, allocations are based on the total estimated
Claims payable to third parties, excluding those Claims not
participating in the distribution of the litigation trusts.
The allocations assume recovery of a Pro Rata Share of twelve
million (12,000,000) Litigation Trust Interests and twelve
million (12,000,000) Special Litigation Trust Interests based
on a one million ($1,000,000) claim.
8. The estimated number of Claims in each Class include Claims
filed by agents or fiduciaries on behalf of syndicates,
bondholders, and other similarly situated Creditors;
therefore, these estimates may underrepresent the number of
Creditors ultimately entitled to receive distributions under
the Plan, to the extent applicable.
9. The estimated recoveries in this Appendix assume that all
Classes of Allowed Enron Guaranty Claims vote to accept the
Plan, thereby entitling them to a higher recovery under the
Plan. Refer to Section VI.I., "Provisions for Treatment of
Enron Guaranty Claims (Class 185)," for additional information
regarding the treatment of such claims.
P-3
D. SCHEDULES OF ESTIMATED RECOVERIES
P-4
APPENDIX P: TABLE OF GENERAL UNSECURED CLAIM RECOVERIES
ESTIMATED COMPONENTS OF DISTRIBUTION
ON HYPOTHETICAL $1,000,000 CLAIM
-----------------------------------------------------
PGE PGE PRISMA PRISMA
CLAIM ESTIMATED PLAN SHARES SHARES SHARES SHARES
DEBTOR NAME CLASS RECOVERY % CASH # $ # $
- ------------------------------------------------------------------------------------------------------------------------------------
Enron Metals & Commodity Corp. 3 30.8% $ 203,994 1,807 $ 36,954 1,156 $ 23,566
Enron Corp. 4 17.2% $ 108,887 1,102 $ 22,528 705 $ 14,366
Enron North America 5 19.8% $ 138,607 1,038 $ 21,235 664 $ 13,542
Enron Power Marketing, Inc. 6 22.6% $ 158,357 1,186 $ 24,261 759 $ 15,472
PBOG Corp. 7 75.6% $ 501,400 4,442 $ 90,831 2,841 $ 57,924
Smith Street Land Company 8 13.3% $ 87,953 779 $ 15,933 498 $ 10,161
Enron Broadband Services, Inc. 9 12.1% $ 80,405 712 $ 14,566 456 $ 9,289
Enron Energy Services Operations, Inc. 10 16.1% $ 106,646 945 $ 19,319 604 $ 12,320
Enron Energy Marketing Corp. 11 24.0% $ 159,271 1,411 $ 28,853 902 $ 18,400
Enron Energy Services, Inc. 12 19.6% $ 130,304 1,154 $ 23,605 738 $ 15,053
Enron Energy Services LLC 13 22.6% $ 149,802 1,327 $ 27,137 849 $ 17,306
Enron Transportation Services Company 14 75.7% $ 757,166 NA NA NA NA
BAM Lease Company 15 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
ENA Asset Holding L. P. 16 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Enron Gas Liquids, Inc. 17 11.2% $ 78,434 588 $ 12,016 376 $ 7,663
Enron Global Markets LLC 18 5.7% $ 39,989 300 $ 6,127 192 $ 3,907
Enron Net Works LLC 19 14.9% $ 98,902 876 $ 17,917 560 $ 11,426
Enron Industrial Markets LLC 20 5.7% $ 39,989 300 $ 6,127 192 $ 3,907
Operational Energy Corp. 21 15.0% $ 99,570 882 $ 18,037 564 $ 11,503
Enron Engineering & Construction Company 22 17.1% $ 113,726 1,007 $ 20,602 644 $ 13,138
Enron Engineering & Operational Services Company 23 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Garden State Paper Company, LLC 24 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Palm Beach Development Company LLC 25 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Tenant Services, Inc. 26 15.8% $ 104,868 929 $ 18,997 594 $ 12,115
Enron Energy Information Solutions, Inc. 27 17.7% $ 117,303 1,039 $ 21,250 665 $ 13,551
EESO Merchant Investments, Inc. 28 47.1% $ 312,453 2,768 $ 56,602 1,770 $ 36,096
Enron Federal Solutions, Inc. 29 11.8% $ 78,305 694 $ 14,185 444 $ 9,046
Enron Freight Markets Corp. 30 21.3% $ 141,076 1,250 $ 25,556 799 $ 16,298
Enron Broadband Services LP 31 8.9% $ 58,908 522 $ 10,671 334 $ 6,805
Enron Energy Services North America, Inc. 32 12.5% $ 82,915 734 $ 15,020 470 $ 9,579
Enron LNG Marketing LLC 33 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Calypso Pipeline LLC 34 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Enron Global LNG LLC 35 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Enron International Fuel Management Company 36 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Enron Natural Gas Marketing Corp. 37 23.6% $ 165,384 1,239 $ 25,338 792 $ 16,158
ENA Upstream Company LLC 38 5.8% $ 40,747 305 $ 6,243 195 $ 3,981
Enron Liquid Fuels, Inc. 39 10.1% $ 66,824 592 $ 12,106 379 $ 7,720
Enron LNG Shipping Company 40 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Enron Pipeline Services Company 41 7.6% $ 50,106 444 $ 9,077 284 $ 5,789
Enron Capital & Trade Resources International Corp 42 25.6% $ 178,926 1,340 $ 27,412 857 $ 17,481
Enron Communications Leasing Corp. 43 19.2% $ 127,574 1,130 $ 23,111 723 $ 14,738
Enron Wind Corp. 44 See Recovery Under EREC V
Enron Wind Systems, Inc. 45 See Recovery Under EREC I
Enron Wind Energy Systems Corp. 46 See Recovery Under EREC III
Enron Wind Maintenance Corp 47 See Recovery Under EREC IV
Enron Wind Constructors Corp. 48 See Recovery Under EREC II
EREC Subsidiary I, LLC 49 45.5% $ 302,023 2,675 $ 54,713 1,711 $ 34,891
EREC Subsidiary II, LLC 50 34.8% $ 230,503 2,042 $ 41,757 1,306 $ 26,629
EREC Subsidiary III, LLC 51 62.1% $ 411,738 3,647 $ 74,588 2,333 $ 47,566
EREC Subsidiary IV, LLC 52 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
EREC Subsidiary V, LLC 53 40.9% $ 271,485 2,405 $ 49,181 1,538 $ 31,363
Intratex Gas Company 54 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Enron Processing Properties, Inc. 55 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Enron Methanol Company 56 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Enron Ventures Corp. 57 14.7% $ 97,242 861 $ 17,616 551 $ 11,234
Enron Mauritius Company 58 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Enron India Holdings Ltd 59 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Offshore Power Production C. V. 60 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
New Energy Trading Company 61 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
EES Service Holdings, Inc. 62 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Enron Wind Development Corp. 63 75.3% $ 499,320 4,423 $ 90,454 2,829 $ 57,684
ZWHC LLC 64 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Zond Pacific, Inc. 65 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Enron Reserve Acquisition Corp. 66 22.8% $ 159,459 1,195 $ 24,430 764 $ 15,579
National Energy Production Corporation 67 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Enron Power & Industrial Construction Company 68 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
NEPCO Power Procurement Company 69 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
NEPCO Services International, Inc. 70 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
San Juan Gas Company, Inc. 71 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
EBF LLC 72 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Zond Minnesota Construction Company LLC 73 7.3% $ 48,511 430 $ 8,788 275 $ 5,604
Enron Fuels International Inc. 74 20.5% $ 136,137 1,206 $ 24,662 771 $ 15,727
E Power Holdings Corp. 75 46.4% $ 307,388 2,723 $ 55,685 1,742 $ 35,511
EFS Construction Management Services, Inc. 76 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Enron Management, Inc. 77 11.6% $ 77,083 683 $ 13,964 437 $ 8,905
Enron Expat Services, Inc. 78 23.6% $ 156,661 1,388 $ 28,380 888 $ 18,098
Artemis Associates LLC 79 17.7% $ 117,685 1,043 $ 21,319 667 $ 13,596
Clinton Energy Management Services, Inc. 80 20.7% $ 137,359 1,217 $ 24,883 778 $ 15,868
LINGTEC Constructors LP 81 11.0% $ 72,638 643 $ 13,159 412 $ 8,391
EGS New Ventures Corp. 82 7.0% $ 46,182 409 $ 8,366 262 $ 5,335
Louisiana Gas Marketing Company 83 8.7% $ 57,953 513 $ 10,498 328 $ 6,695
Louisiana Resources Company 84 15.9% $ 105,742 937 $ 19,156 599 $ 12,216
LGMI, Inc. 85 13.5% $ 89,301 791 $ 16,177 506 $ 10,317
LRCI, Inc. 86 15.2% $ 100,850 893 $ 18,269 571 $ 11,651
Enron Communications Group, Inc. 87 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
EnRock Management LLC 88 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
ECI-Texas LP 89 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
EnRock LP 90 44.4% $ 294,410 2,608 $ 53,334 1,668 $ 34,012
ECI-Nevada Corp 91 23.6% $ 156,746 1,389 $ 28,395 888 $ 18,108
Enron Alligator Alley Pipeline Company 92 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Enron Wind Storm Lake I LLC 93 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
ECT Merchant Investments Corp. 94 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
EnronOnline, LLC 95 16.5% $ 109,585 971 $ 19,852 621 $ 12,660
St Charles Development Company LLC 96 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Calcasieu Development Company, LLC 97 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Calvert City Power I, LLC 98 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Enron ACS, Inc. 99 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
LOA, Inc. 100 39.8% $ 263,946 2,338 $ 47,815 1,495 $ 30,492
Enron India LLC 101 6.9% $ 45,973 407 $ 8,328 260 $ 5,311
Enron International Inc 102 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Enron International Holdings Corp 103 11.8% $ 78,111 692 $ 14,150 443 $ 9,024
Enron Middle East, LLC 104 7.5% $ 49,903 442 $ 9,040 283 $ 5,765
Enron WarpSpeed Services, Inc. 105 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Modulus Technologies, Inc. 106 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
ESTIMATED COMPONENTS OF DISTRIBUTION
ON HYPOTHETICAL $1,000,000 CLAIM
--------------------------------------------------
CROSS CROSS SPECIAL
COUNTRY COUNTRY LIT TRUST LIT TRUST TOTAL ESTIMATED
SHARES SHARES SHARES SHARES ESTIMATED CLAIM
DEBTOR NAME # $ # # $ VALUE COUNTS
- ---------------------------------------------------------------------------------------------------------------------
Enron Metals & Commodity Corp. 2,168 $ 43,084 252 252 $ 307,599 50-100
Enron Corp. 1,322 $ 26,265 252 252 $ 172,046 2000-2200
Enron North America 1,246 $ 24,758 252 252 $ 198,143 1000-1200
Enron Power Marketing, Inc. 1,424 $ 28,286 252 252 $ 226,375 150-200
PBOG Corp. 5,330 $ 105,898 252 252 $ 756,053 5 -- 15
Smith Street Land Company 935 $ 18,576 252 252 $ 132,623 10 -- 20
Enron Broadband Services, Inc. 855 $ 16,982 252 252 $ 121,241 150-200
Enron Energy Services Operations, Inc. 1,134 $ 22,524 252 252 $ 160,810 200-250
Enron Energy Marketing Corp. 1,693 $ 33,639 252 252 $ 240,163 50-100
Enron Energy Services, Inc. 1,385 $ 27,521 252 252 $ 196,483 250-300
Enron Energy Services LLC 1,592 $ 31,639 252 252 $ 225,884 15-25
Enron Transportation Services Company NA NA NA NA $ 757,166 15-25
BAM Lease Company 403 $ 8,007 252 252 $ 57,166 10 -- 20
ENA Asset Holding L. P. 403 $ 8,007 252 252 $ 57,166 5-- 15
Enron Gas Liquids, Inc. 705 $ 14,010 252 252 $ 112,123 50-100
Enron Global Markets LLC 359 $ 7,143 252 252 $ 57,166 35-45
Enron Net Works LLC 1,051 $ 20,889 252 252 $ 149,133 100-150
Enron Industrial Markets LLC 359 $ 7,143 252 252 $ 57,166 20-30
Operational Energy Corp. 1,058 $ 21,030 252 252 $ 150,140 15-25
Enron Engineering & Construction Company 1,209 $ 24,019 252 252 $ 171,486 30-40
Enron Engineering & Operational Services Company 403 $ 8,007 252 252 $ 57,166 5 -- 15
Garden State Paper Company, LLC 403 $ 8,007 252 252 $ 57,166 100-150
Palm Beach Development Company LLC 403 $ 8,007 252 252 $ 57,166 5 -- 15
Tenant Services, Inc. 1,115 $ 22,149 252 252 $ 158,129 5 -- 15
Enron Energy Information Solutions, Inc. 1,247 $ 24,775 252 252 $ 176,880 5 -- 15
EESO Merchant Investments, Inc. 3,321 $ 65,992 252 252 $ 471,142 5 -- 15
Enron Federal Solutions, Inc. 832 $ 16,538 252 252 $ 118,074 5 -- 15
Enron Freight Markets Corp. 1,500 $ 29,796 252 252 $ 212,726 10 -- 20
Enron Broadband Services LP 626 $ 12,442 252 252 $ 88,826 15-25
Enron Energy Services North America, Inc. 881 $ 17,512 252 252 $ 125,026 50-100
Enron LNG Marketing LLC 5,337 $ 106,054 252 252 $ 757,166 5 -- 15
Calypso Pipeline LLC 5,337 $ 106,054 252 252 $ 757,166 10 -- 20
Enron Global LNG LLC 5,337 $ 106,054 252 252 $ 757,166 5 -- 15
Enron International Fuel Management Company 403 $ 8,007 252 252 $ 57,166 5 -- 15
Enron Natural Gas Marketing Corp. 1,487 $ 29,541 252 252 $ 236,420 15-25
ENA Upstream Company LLC 366 $ 7,278 252 252 $ 58,249 50-100
Enron Liquid Fuels, Inc. 710 $ 14,114 252 252 $ 100,764 30-40
Enron LNG Shipping Company 403 $ 8,007 252 252 $ 57,166 5 -- 15
Enron Pipeline Services Company 533 $ 10,583 252 252 $ 75,555 45-55
Enron Capital & Trade Resources International Corp 1,608 $ 31,960 252 252 $ 255,779 150-200
Enron Communications Leasing Corp. 1,356 $ 26,944 252 252 $ 192,367 10 -- 20
Enron Wind Corp. See Recovery Under EREC V
Enron Wind Systems, Inc. See Recovery Under EREC I
Enron Wind Energy Systems Corp. See Recovery Under EREC III
Enron Wind Maintenance Corp See Recovery Under EREC IV
Enron Wind Constructors Corp. See Recovery Under EREC II
EREC Subsidiary I, LLC 3,210 $ 63,789 252 252 $ 455,415 30-50
EREC Subsidiary II, LLC 2,450 $ 48,683 252 252 $ 347,571 15-35
EREC Subsidiary III, LLC 4,376 $ 86,961 252 252 $ 620,853 15-35
EREC Subsidiary IV, LLC 403 $ 8,007 252 252 $ 57,166 15-35
EREC Subsidiary V, LLC 2,886 $ 57,339 252 252 $ 409,368 40--60
Intratex Gas Company 403 $ 8,007 252 252 $ 57,166 10 --20
Enron Processing Properties, Inc. 403 $ 8,007 252 252 $ 57,166 5 -- 15
Enron Methanol Company 403 $ 8,007 252 252 $ 57,166 15-25
Enron Ventures Corp. 1,034 $ 20,538 252 252 $ 146,630 5 -- 15
Enron Mauritius Company 403 $ 8,007 252 252 $ 57,166 15-25
Enron India Holdings Ltd 403 $ 8,007 252 252 $ 57,166 10 --20
Offshore Power Production C. V. 5,337 $ 106,054 252 252 $ 757,166 10 --20
New Energy Trading Company 5,337 $ 106,054 252 252 $ 757,166 0-10
EES Service Holdings, Inc. 403 $ 8,007 252 252 $ 57,166 5 -- 15
Enron Wind Development Corp. 5,307 $ 105,459 252 252 $ 752,916 10 --20
ZWHC LLC 403 $ 8,007 252 252 $ 57,166 0-10
Zond Pacific, Inc. 403 $ 8,007 252 252 $ 57,166 0-10
Enron Reserve Acquisition Corp. 1,433 $ 28,482 252 252 $ 227,951 15-25
National Energy Production Corporation 403 $ 8,007 252 252 $ 57,166 100-150
Enron Power & Industrial Construction Company 403 $ 8,007 252 252 $ 57,166 20-30
NEPCO Power Procurement Company 403 $ 8,007 252 252 $ 57,166 20-30
NEPCO Services International, Inc. 403 $ 8,007 252 252 $ 57,166 0-10
San Juan Gas Company, Inc. 403 $ 8,007 252 252 $ 57,166 15-25
EBF LLC 5,337 $ 106,054 252 252 $ 757,166 5 -- 15
Zond Minnesota Construction Company LLC 516 $ 10,246 252 252 $ 73,150 0-10
Enron Fuels International Inc. 1,447 $ 28,753 252 252 $ 205,278 5 -- 15
E Power Holdings Corp. 3,267 $ 64,922 252 252 $ 463,505 5 -- 15
EFS Construction Management Services, Inc. 403 $ 8,007 252 252 $ 57,166 25-35
Enron Management, Inc. 819 $ 16,280 252 252 $ 116,232 10 -- 20
Enron Expat Services, Inc. 1,665 $ 33,088 252 252 $ 236,227 5 -- 15
Artemis Associates LLC 1,251 $ 24,856 252 252 $ 177,456 5 -- 15
Clinton Energy Management Services, Inc. 1,460 $ 29,011 252 252 $ 207,121 10 -- 20
LINGTEC Constructors LP 772 $ 15,341 252 252 $ 109,530 5 -- 15
EGS New Ventures Corp. 491 $ 9,754 252 252 $ 69,636 5 -- 15
Louisiana Gas Marketing Company 616 $ 12,240 252 252 $ 87,387 5 -- 15
Louisiana Resources Company 1,124 $ 22,333 252 252 $ 159,446 0-10
LGMI, Inc. 949 $ 18,861 252 252 $ 134,656 5 -- 15
LRCI, Inc. 1,072 $ 21,300 252 252 $ 152,070 0-10
Enron Communications Group, Inc. 403 $ 8,007 252 252 $ 57,166 0-10
EnRock Management LLC 5,337 $ 106,054 252 252 $ 757,166 0-10
ECI-Texas LP 5,337 $ 106,054 252 252 $ 757,166 0-10
EnRock LP 3,129 $ 62,181 252 252 $ 443,937 0-10
ECI-Nevada Corp 1,666 $ 33,106 252 252 $ 236,355 0-10
Enron Alligator Alley Pipeline Company 403 $ 8,007 252 252 $ 57,166 0-10
Enron Wind Storm Lake I LLC 403 $ 8,007 252 252 $ 57,166 0-10
ECT Merchant Investments Corp. 5,337 $ 106,054 252 252 $ 757,166 10 -- 20
EnronOnline, LLC 1,165 $ 23,145 252 252 $ 165,242 0-10
St Charles Development Company LLC 403 $ 8,007 252 252 $ 57,166 0-10
Calcasieu Development Company, LLC 403 $ 8,007 252 252 $ 57,166 0-10
Calvert City Power I, LLC 403 $ 8,007 252 252 $ 57,166 0-10
Enron ACS, Inc. 403 $ 8,007 252 252 $ 57,166 0-10
LOA, Inc. 2,806 $ 55,747 252 252 $ 398,000 0-10
Enron India LLC 489 $ 9,710 252 252 $ 69,322 5 -- 15
Enron International Inc 403 $ 8,007 252 252 $ 57,166 10 -- 20
Enron International Holdings Corp 830 $ 16,497 252 252 $ 117,783 0-10
Enron Middle East, LLC 530 $ 10,540 252 252 $ 75,248 5 -- 15
Enron WarpSpeed Services, Inc. 403 $ 8,007 252 252 $ 57,166 0-10
Modulus Technologies, Inc. 5,337 $ 106,054 252 252 $ 757,166 0-10
Page 1 of 2
ESTIMATED COMPONENTS OF DISTRIBUTION
ON HYPOTHETICAL $1,000,000 CLAIM
-----------------------------------------------------
PGE PGE PRISMA PRISMA
CLAIM ESTIMATED PLAN SHARES SHARES SHARES SHARES
DEBTOR NAME CLASS RECOVERY % CASH # $ # $
- ------------------------------------------------------------------------------------------------------------------------------------
Enron Telecommunications, Inc. 107 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
DataSystems Group, Inc. 108 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Risk Management & Trading Corp. 109 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Omicron Enterprises, Inc. 110 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
EFS I, Inc. 111 54.9% $ 364,086 3,225 $ 65,956 2,063 $ 42,061
EFS II, Inc. 112 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
EFS III, Inc. 113 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
EFS V, Inc. 114 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
EFS VI, LP 115 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
EFS VII, Inc. 116 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
EFS IX, Inc. 117 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
EFS X, Inc. 118 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
EFS XI, Inc. 119 5.9% $ 39,041 346 $ 7,072 221 $ 4,510
EFS XII, Inc. 120 9.4% $ 62,564 554 $ 11,334 354 $ 7,228
EFS XV, Inc. 121 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
EFS XVII, Inc. 122 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Jovinole Associates 123 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
EFS Holdings, Inc. 124 18.5% $ 122,560 1,086 $ 22,202 694 $ 14,159
Enron Operations Services Corp. 125 21.7% $ 143,970 1,275 $ 26,081 816 $ 16,632
Green Power Partners I, LLC 126 48.4% $ 321,049 2,844 $ 58,159 1,819 $ 37,089
TLS Investors, LLC 127 24.3% $ 161,103 1,427 $ 29,184 913 $ 18,611
ECT Securities Limited Partnership 128 9.6% $ 63,654 564 $ 11,531 361 $ 7,354
ECT Securities LP Corp. 129 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
ECT Securities GP Corp. 130 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
KUCC Cleburne, LLC 131 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Enron International Asset Management Corp 132 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Enron Brazil Power Holdings XI, Ltd 133 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Enron Holding Company, LLC 134 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Enron Development Management, Ltd 135 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Enron International Korea Holdings Corp. 136 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Enron Caribe VI Holdings, Ltd. 137 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Enron International Asia Corp 138 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Enron Brazil Power Investments XI, Ltd 139 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Paulista Electrical Distribution, LLC 140 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Enron Pipeline Construction Services Company 141 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Enron Pipeline Services Company 142 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Enron Trailblazer Pipeline Company 143 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Enron Liquid Services Corp. 144 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Enron Machine and Mechanical Services, Inc. 145 8.1% $ 53,421 473 $ 9,678 303 $ 6,172
Enron Commercial Finance Ltd 146 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Enron Permian Gathering, Inc. 147 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Transwestern Gathering Company 148 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Enron Gathering Company 149 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
EGP Fuels Company 150 5.8% $ 38,519 341 $ 6,978 218 $ 4,450
Enron Asset Management Resources, Inc. 151 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Enron Brazil Power Holdings I, Ltd. 152 21.8% $ 144,870 1,283 $ 26,244 821 $ 16,736
Enron do Brazil Holdings Ltd. 153 11.9% $ 79,060 700 $ 14,322 448 $ 9,133
Enron Wind Storm Lake II LLC 154 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Enron Renewable Energy Corp. 155 9.4% $ 62,558 554 $ 11,333 354 $ 7,227
Enron Acquisition III Corp. 156 21.0% $ 138,939 1,231 $ 25,169 787 $ 16,051
Enron Wind Lake Benton, LLC 157 27.4% $ 181,599 1,609 $ 32,897 1,029 $ 20,979
Superior Construction Company 158 19.7% $ 130,490 1,156 $ 23,639 739 $ 15,075
EFS IV, Inc. 159 27.2% $ 180,672 1,600 $ 32,730 1,024 $ 20,872
EFS VIII, Inc. 160 42.8% $ 283,962 2,515 $ 51,441 1,609 $ 32,805
EFS XIII, Inc. 161 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Enron Credit, Inc. 162 9.7% $ 64,099 568 $ 11,612 363 $ 7,405
Enron Power Corp. 163 31.2% $ 207,195 1,835 $ 37,534 1,174 $ 23,936
Richmond Power Enterprise, LP 164 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
ECT Strategic Value Corp. 165 12.7% $ 84,260 746 $ 15,264 477 $ 9,734
Enron Development Funding, Ltd. 166 20.1% $ 133,129 1,179 $ 24,117 754 $ 15,380
Atlantic Commercial Finance, Inc. 167 13.6% $ 90,038 798 $ 16,311 510 $ 10,402
The Protane Corporation 168 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Enron Asia Pacific/ Africa/ China LLC 169 33.0% $ 219,011 1,940 $ 39,675 1,241 $ 25,301
Enron Development Corp. 170 17.6% $ 116,404 1,031 $ 21,087 660 $ 13,448
ET Power 3 LLC 171 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Nowa Sarzyna Holding, B.V. 172 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Enron South America LLC 173 25.7% $ 170,734 1,512 $ 30,929 967 $ 19,724
Enron Global Power & Pipelines, LLC 174 56.2% $ 372,669 3,301 $ 67,511 2,111 $ 43,053
Cabazon Power Partners, LLC 175 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Cabazon Holdings, LLC 176 75.7% $ 502,138 4,448 $ 90,964 2,845 $ 58,009
Enron Caribbean Basin LLC 177 16.4% $ 108,592 962 $ 19,672 615 $ 12,545
Victory Garden Power Partners I LLC 178 5.7% $ 37,911 336 $ 6,868 215 $ 4,380
Oswego CoGen Company, LLC 179 8.4% $ 55,819 494 $ 10,112 316 $ 6,448
Enron Equipment Procurement Company 180 19.0% $ 125,912 1,115 $ 22,810 713 $ 14,546
Portland General Holdings, Inc. 181 54.8% $ 548,016 NA NA NA NA
Portland Transition Company, Inc. 182 0.0% $ - NA NA NA NA
Enron Corp. Subordinated claims 183 0.0% $ - 0 $ - 0 $ -
Enron Corp. TOPrS Subordinated claims 184 0.0% $ - 0 $ - 0 $ -
Enron Corp. Guaranty 185 14.3% $ 95,142 843 $ 17,235 539 $ 10,991
Enron Wind Company Guaranty 186 38.1% $ 252,530 2,237 $ 45,747 1,431 $ 29,173
Enron North America Guaranty 187 17.0% $ 112,449 996 $ 20,371 637 $ 12,991
American Commercial Finance, Inc. Guaranty 188 10.7% $ 71,082 630 $ 12,877 403 $ 8,212
Enron Power Corp. Guaranty 189 28.4% $ 188,239 1,667 $ 34,100 1,067 $ 21,746
ESTIMATED COMPONENTS OF DISTRIBUTION
ON HYPOTHETICAL $1,000,000 CLAIM
--------------------------------------------------
CROSS CROSS SPECIAL
COUNTRY COUNTRY LIT TRUST LIT TRUST TOTAL ESTIMATED
SHARES SHARES SHARES SHARES ESTIMATED CLAIM
DEBTOR NAME # $ # # $ VALUE COUNTS
- ---------------------------------------------------------------------------------------------------------------------
Enron Telecommunications, Inc. 403 $ 8,007 252 252 $ 57,166 0-10
DataSystems Group, Inc. 403 $ 8,007 252 252 $ 57,166 0-10
Risk Management & Trading Corp. 5,337 $ 106,054 252 252 $ 757,166 30-40
Omicron Enterprises, Inc. 403 $ 8,007 252 252 $ 57,166 0-10
EFS I, Inc. 3,870 $ 76,897 252 252 $ 549,000 0-10
EFS II, Inc. 403 $ 8,007 252 252 $ 57,166 0-10
EFS III, Inc. 5,337 $ 106,054 252 252 $ 757,166 0-10
EFS V, Inc. 5,337 $ 106,054 252 252 $ 757,166 0-10
EFS VI, LP 5,337 $ 106,054 252 252 $ 757,166 0-10
EFS VII, Inc. 403 $ 8,007 252 252 $ 57,166 0-10
EFS IX, Inc. 5,337 $ 106,054 252 252 $ 757,166 0-10
EFS X, Inc. 403 $ 8,007 252 252 $ 57,166 5-15
EFS XI, Inc. 415 $ 8,246 252 252 $ 58,870 10-20
EFS XII, Inc. 665 $ 13,214 252 252 $ 94,339 0-10
EFS XV, Inc. 403 $ 8,007 252 252 $ 57,166 0-10
EFS XVII, Inc. 5,337 $ 106,054 252 252 $ 757,166 0-10
Jovinole Associates 403 $ 8,007 252 252 $ 57,166 0-10
EFS Holdings, Inc. 1,303 $ 25,885 252 252 $ 184,807 0-10
Enron Operations Services Corp. 1,530 $ 30,407 252 252 $ 217,090 5-15
Green Power Partners I, LLC 3,413 $ 67,807 252 252 $ 484,105 5-15
TLS Investors, LLC 1,712 $ 34,026 252 252 $ 242,924 0-10
ECT Securities Limited Partnership 677 $ 13,444 252 252 $ 95,983 0-10
ECT Securities LP Corp. 403 $ 8,007 252 252 $ 57,166 0-10
ECT Securities GP Corp. 403 $ 8,007 252 252 $ 57,166 0-10
KUCC Cleburne, LLC 403 $ 8,007 252 252 $ 57,166 5-15
Enron International Asset Management Corp 5,337 $ 106,054 252 252 $ 757,166 0-10
Enron Brazil Power Holdings XI, Ltd 403 $ 8,007 252 252 $ 57,166 0-10
Enron Holding Company, LLC 5,337 $ 106,054 252 252 $ 757,166 0-10
Enron Development Management, Ltd 5,337 $ 106,054 252 252 $ 757,166 0-10
Enron International Korea Holdings Corp. 5,337 $ 106,054 252 252 $ 757,166 0-10
Enron Caribe VI Holdings, Ltd. 403 $ 8,007 252 252 $ 57,166 0-10
Enron International Asia Corp 5,337 $ 106,054 252 252 $ 757,166 0-10
Enron Brazil Power Investments XI, Ltd 403 $ 8,007 252 252 $ 57,166 0-10
Paulista Electrical Distribution, LLC 403 $ 8,007 252 252 $ 57,166 0-10
Enron Pipeline Construction Services Company 5,337 $ 106,054 252 252 $ 757,166 0-10
Enron Pipeline Services Company 403 $ 8,007 252 252 $ 57,166 5-15
Enron Trailblazer Pipeline Company 5,337 $ 106,054 252 252 $ 757,166 0-10
Enron Liquid Services Corp. 5,337 $ 106,054 252 252 $ 757,166 0-10
Enron Machine and Mechanical Services, Inc. 568 $ 11,283 252 252 $ 80,553 0-10
Enron Commercial Finance Ltd 5,337 $ 106,054 252 252 $ 757,166 0-10
Enron Permian Gathering, Inc. 5,337 $ 106,054 252 252 $ 757,166 0-10
Transwestern Gathering Company 5,337 $ 106,054 252 252 $ 757,166 0-10
Enron Gathering Company 5,337 $ 106,054 252 252 $ 757,166 0-10
EGP Fuels Company 409 $ 8,135 252 252 $ 58,082 0-10
Enron Asset Management Resources, Inc. 403 $ 8,007 252 252 $ 57,166 0-10
Enron Brazil Power Holdings I, Ltd. 1,540 $ 30,597 252 252 $ 218,448 5-15
Enron do Brazil Holdings Ltd. 840 $ 16,698 252 252 $ 119,214 5-15
Enron Wind Storm Lake II LLC 403 $ 8,007 252 252 $ 57,166 5-15
Enron Renewable Energy Corp. 665 $ 13,213 252 252 $ 94,330 0-10
Enron Acquisition III Corp. 1,477 $ 29,345 252 252 $ 209,504 0-10
Enron Wind Lake Benton, LLC 1,930 $ 38,355 252 252 $ 273,830 0-10
Superior Construction Company 1,387 $ 27,560 252 252 $ 196,764 5-15
EFS IV, Inc. 1,920 $ 38,159 252 252 $ 272,433 20-30
EFS VIII, Inc. 3,018 $ 59,974 252 252 $ 428,181 50-100
EFS XIII, Inc. 5,337 $ 106,054 252 252 $ 757,166 5-15
Enron Credit, Inc. 681 $ 13,538 252 252 $ 96,653 0-10
Enron Power Corp. 2,202 $ 43,761 252 252 $ 312,426 5-15
Richmond Power Enterprise, LP 403 $ 8,007 252 252 $ 57,166 0-10
ECT Strategic Value Corp. 896 $ 17,796 252 252 $ 127,055 0-10
Enron Development Funding, Ltd. 1,415 $ 28,118 252 252 $ 200,744 25-35
Atlantic Commercial Finance, Inc. 957 $ 19,016 252 252 $ 135,766 15-25
The Protane Corporation 5,337 $ 106,054 252 252 $ 757,166 5-15
Enron Asia Pacific/ Africa/ China LLC 2,328 $ 46,256 252 252 $ 330,243 10-20
Enron Development Corp. 1,237 $ 24,585 252 252 $ 175,523 5-15
ET Power 3 LLC 5,337 $ 106,054 252 252 $ 757,166 0-10
Nowa Sarzyna Holding, B.V. 5,337 $ 106,054 252 252 $ 757,166 0-10
Enron South America LLC 1,815 $ 36,060 252 252 $ 257,448 15-25
Enron Global Power & Pipelines, LLC 3,961 $ 78,710 252 252 $ 561,942 0-10
Cabazon Power Partners, LLC 5,337 $ 106,054 252 252 $ 757,166 0-10
Cabazon Holdings, LLC 5,337 $ 106,054 252 252 $ 757,166 0-10
Enron Caribbean Basin LLC 1,154 $ 22,935 252 252 $ 163,744 15-25
Victory Garden Power Partners I LLC 403 $ 8,007 252 252 $ 57,166 0-10
Oswego CoGen Company, LLC 593 $ 11,789 252 252 $ 84,168 0-10
Enron Equipment Procurement Company 1,338 $ 26,593 252 252 $ 189,861 0-10
Portland General Holdings, Inc. NA NA NA NA $ 548,016 0-10
Portland Transition Company, Inc. NA NA NA NA $ - 0-10
Enron Corp. Subordinated claims 0 $ - - - $ - 0-10
Enron Corp. TOPrS Subordinated claims 0 $ - - - $ - 0-10
Enron Corp. Guaranty 1,011 $ 20,095 NA NA $ 143,463 0-10
Enron Wind Company Guaranty 2,684 $ 53,336 NA NA $ 380,786 0-10
Enron North America Guaranty 1,195 $ 23,750 NA NA $ 169,560 0-10
American Commercial Finance, Inc. Guaranty 756 $ 15,013 NA NA $ 107,183 0-10
Enron Power Corp. Guaranty 2,001 $ 39,757 NA NA $ 283,843 0-10
Page 2 of 2
APPENDIX Q: SUBORDINATED CLAIMS
APPENDIX Q:
A. INTRODUCTION
The following Appendices reflect Claims that the Debtors have
identified as contractually subordinated, Claims that the Debtors are seeking to
subordinate through adversary or other proceedings and other potentially
subordinated Claims. Appendix Q-1 sets forth Claims that the Debtors have
identified as contractually subordinated or potential contractu. Appendices Q-2
and Q-3 set forth Claims that the Debtors are seeking or could potentially seek
to subordinate pursuant to sections 510(b) and 510(c) of the Bankruptcy Code,
respectively. Appendix Q-4 sets forth Claims that the Debtors have identified as
potentially subordinated penalty claims.
As the Debtors continue their diligence efforts, the Debtors
may identify additional Claims not reflected herein that they may seek to
subordinate. Additionally, the Debtors may determine that the identified Claims
may not be subject to subordination. Accordingly, the Debtors reserve the right
to amend these Appendices. The Debtors also reserve the right to object to, or
seek only partial subordination of, any of the Claims listed herein. As a
result, certain Claims may either be disallowed by the Bankruptcy Court or
partially subordinated. The Debtors make no representations regarding whether
the Claim amounts represented herein will be allowed or subordinated, in whole
or in part, by the Bankruptcy Court and therefore the amounts identified below
are subject to change.
Refer to Appendix C, Section C. 39 for a description of the
treatment of subordinated Claims under the Plan.
Q, Page 1
APPENDIX Q-1: CONTRACTUALLY SUBORDINATED CLAIMS
This Appendix lists Claims that the Debtors have preliminarily
identified as contractually subordinated Claims. The following contractually
subordinated Claims have been identified in Exhibit C to the Plan as an Allowed
Enron Subordinated Claim.
AMOUNT OUTSTANDING
INSTRUMENT/CUSIP OR ISIN AS OF THE INITIAL PETITION DATE (UNLESS OTHERWISE
NOTED)
6.75% Senior Subordinate Debentures due 07/01/05 $164,123,200
8.25% Senior Subordinate Debentures due 09/15/12 $104,563,109
7.75% Subordinated Debentures due 2016 $184,275,878
7.75% Subordinated Debentures due 2016, Series II $138,218,479
Subordinated Guaranty of 7.75% Debentures due 2016 $29,483,978
Subordinated Guaranty of 7.75% Debentures due 2016 $29,483,978
Subordinated Guaranty of 7.75% Debentures due 2016 Series II $22,118,048
Subordinated Guaranty of 7.75% Debentures due 2016 Series II $22,118,048
The Debtors reviewed the Claims database and determined that
the Claims listed below are subordinated pursuant to certain debt or preferred
equity agreements. Some of these Claims were filed against "unknown" Debtors.
For purposes of calculating recovery percentages, such Claims have been treated
as if they were filed against ENE. The Debtors have not objected to certain of
these Claims, but reserve the right to do so.
Refer to Appendix C, Section C. 39 for a description of the
treatment of subordinated Claims under the Plan.
CLAIMANT NAME CLAIM # CLAIMED DEBTOR
ALICE WILLIAMSON WHELESS FAMILY 1931000 ENRON CORP.
ANGLION F RONALD 679000 UNKNOWN
ARTHUR C. NICHOLS 2151100 ENRON CORP.
AUDREA HASSE IRA 2046800 UNKNOWN
BANK OF NEW YORK 1080400 ENRON CORP.
BERNER. MILDRED 546300 ENRON CORP.
BETTY JEAN RENTH TRUST 1716500 ENRON CORP.
BLATT MARILYN 766600 UNKNOWN
BONACCI, ROBERT E. 2073000 UNKNOWN
BRADLEY, DUNSTAN 2260500 ENRON CORP.
BRITTAIN, JAMES J. 2097600 ENRON CORP.
BRUCE, ERIC A. 1579300 UNKNOWN
BRUCE, ERIC A. 1579000 UNKNOWN
BRUCE, ERIC A. CUST FOR 2425200 ENRON CORP.
BUSCHER, MARTA S. 940200 ENRON CORP.
CAROLYN J. KRAFT 1900300 ENRON CORP.
CARSON, JAMES S. TTEE 574600 ENRON CORP.
CHARLES A. WEISS 1377700 ENRON CORP.
COHEN, CAROLYN TTEE- COHEN, BEN 2132400 ENRON CORP.
CRIVELLO, R.J. 701000 UNKNOWN
DAVIS BERT 2040800 UNKNOWN
DAVIS, PHILIP A. & MARTHA L. 1720500 ENRON CORP.
DC JACKSON & NORMA K. JACKSON 738900 UNKNOWN
DENNIS M. ROLF 2149600 ENRON CORP.
DOLINSKY ROSLYN & MERYL S. 576400 ENRON CORP.
DONALD OVERHOLT 632300 ENRON CORP.
DONALD SHEARER IRA 1833200 UNKNOWN
DONNELL C. FLOM 2132800 ENRON CORP.
EDWARD H. & ALICE 0. WARDELL 1608100 ENRON CORP.
EGGEN, ALVIN E. 775100 UNKNOWN
ESCOTT, CHARLOTTE 2192900 ENRON CORP.
ESTATE OF ELLIOTT CAGE, JR. 1047300 ENRON CORP.
FARRAGE, GEORGE J 2142900 ENRON CORP.
FELTHOUSEN, ROBERT 1985600 ENRON CORP.
FERGUSON, FRANK 2238900 ENRON CORP.
FRANCIS I-I. BRUNE (IRA> 2004700 ENRON CORP.
GLENN G. HALL 2023200 ENRON CORP.
HALL, CARLA L. 2023100 ENRON CORP.
HAYES, DONNA M. 1830400 ENRON CORP.
HELEN SOPER IRA 1959000 ENRON CORP.
Q-1, Page 1
CLAIMANT NAME CLAIM # CLAIMED DEBTOR
HELEN SOPER TRUST 1958900 ENRON CORP.
HENDRICKS, THOMAS MATTHEW IRA 1704700 ENRON CORP.
HERRING, SHARON & ROGER L 2008800 UNKNOWN
HUTCHINSON C PETER 767400 ENRON CORP.
INEZ & DANIEL BEXTERMUELLER 711400 UNKNOWN
INGRID H. NICHOLS 2053200 ENRON CORP.
JOHN V. HUNTER 684400 UNKNOWN
JUDY R. BERKSHIRE (IRA) 679500 ENRON CORP.
KATZMAN, MICHAEL& MELISSA 1809500 UNKNOWN
KIRK D. ECKERT 1377400 ENRON CORP.
KOOPMANN, JAMES A. & DORIS M. 1576900 ENRON CORP.
KUEPER, BARBARA A. 1580100 ENRON CORP.
LEATRICE M. HALLEEN 2149900 ENRON CORP.
LEONARD TERRY 2004100 ENRON CORP.
LEWELLEN, ROBERT M. 520100 ENRON CORP.
LOPEZ, FAE JUDITH 2131200 ENRON CORP.
LOPEZ, MARIO W. 2128000 ENRON CORP.
MARGIE N. KENKEL 913000 ENRON CORP.
MARIE & GERALD T. BEQUETTE 1377800 ENRON CORP.
MARK BROWN-DONNA JORGENSEN BROWN 2110900 ENRON CORP.
MARTHA D. KUBITSCHEK 2052600 UNKNOWN
MATTLEY, DEE R. 1530500 ENRON CORP.
MENGEDOHT, DOROTHY 1705100 ENRON CORP.
MEREDITH SMITH 2098600 ENRON CORP.
MICHAEL & AVIGAIL KATZMAN 1809200 UNKNOWN
MICHAEL & JEFFREY KATZMAN 1809300 UNKNOWN
MICHELE O'KEEFE 1802100 ENRON CORP.
MILLS, JOHN C. & MARY JANE 553000 ENRON CORP.
MLPFS AS CUST. FBO IRRA 2291100 ENRON CORP.
MOCKEL OTTO B. 1782800 ENRON CORP.
MOLANDER JENNIE 2064500 UNKNOWN
NATIONAL CITY BANK 1379500 ENRON CORP.
NEUMANN, RUTH M. 752200 ENRON CORP.
OVERHOLT, DONALD 632200 ENRON CORP.
OVERHOLT, DONALD R. 632100 ENRON CORP.
PARISH, GERALD A. 1681500 ENRON CORP.
PASZKIEWIC, RALPH E. 2120800 ENRON CORP.
PAULINE A. DEMORY 1948100 UNKNOWN
PERRY, JAY C. 518300 UNKNOWN
PINS, THOMAS A., IRA 1577100 ENRONCORP.
PREGLER, DANIEL M & 1577700 ENRON CORP.
RACHEL KATZMAN 1809100 ENRON CORP.
RHEA, GLADYS 1849400 ENRON CORP.
ROSE M. BRUNE 2005300 ENRON CORP.
SAGE, HAROLD E. 1747100 ENRON CORP.
SCHMIDT, ELTON T. 2143500 ENRON CORP.
SEWELL, DOUGLAS, THOMAS & ANNE 2273500 UNKNOWN
SPRATT STEVE 1637100 ENRON CORP.
STAVER, DONALD J. 1901500 ENRON CORP.
STEPHEN C. METLER 2083400 ENRON CORP.
STRICKLAN, CHARLENE TTEE 806900 ENRON CORP.
STRICKLAN, JOHN E. CHARLENE R. 806800 ENRON CORP.
SYLVEST, W.R. BRONIS 2063300 UNKNOWN
TESSENDORF, SUSAN (IRA) 1746500 ENRON CORP.
THAYER, DORIS & RICHARD 2080000 UNKNOWN
TOULA N. BUESKING 913100 ENRON CORP.
VAIRA I ANGLIM 707400 UNKNOWN
VIGNA, LEROY H. & JUNE C. 601100 ENRON CORP.
WALTER ECKERT 1377600 ENRON CORP.
WARRN SOUNDER 2129400 ENRON CORP.
WILLIAM D. JEFFERSON 1376700 UNKNOWN
WIRTH, STEPHAHA 1557600 ENRON CORP.
Q-1, Page 2
APPENDIX Q-2: CLAIMS SUBORDINATED UNDER SECTION 510(B)
The Debtors have reviewed the Claims and the Debtors' books
and records, and have determined that certain Claims are based on (i) the
claimant's purported status as owner of shares of the Debtors' stock and (ii)
alleged damages arising from the purchase or sale of securities. These Claims
may be subject to subordination pursuant to section 510(b) of the Bankruptcy
Code.
As of November 7, 2003, the Debtors have filed two omnibus
objections seeking subordination of certain of the Claims listed herein. (Refer
to Docket No. 12789 and Docket No. 14086 of the Chapter 11 Cases for further
information regarding the Debtors' objections.) On November 7, 2003, the
Bankruptcy Court entered an order subordinating 1,099 of these Claims. (Refer to
Docket No. 14046 of the Chapter 11 Cases for information regarding the order.)
The Debtors are seeking an order subordinating an additional 35 of these Claims.
The hearing is currently scheduled on December 15, 2003.
The Debtors reserve the right to seek to subordinate any
additional Claims pursuant to section 510(b) of the Bankrutpcy Code.
Q-2, Page 1
APPENDIX Q-3: CLAIMS SUBORDINATED UNDER SECTION 510(C)
This Appendix lists Claims that the Debtors have identified as
potentially subordinated pursuant to section 510(c) of the Bankruptcy Code.
Certain of the Claims listed below were filed by named defendants in the
adversary complaint styled, Enron Corp. and Enron North America Corp. v.
Citigroup, Inc., et al., (Adv. No. 03-09266, U.S. Bankruptcy Court, Southern
District of New York, Manhattan Division). Certain of the other Claims were
filed by financial institutions on behalf of parties named in the aforementioned
lawsuit. The Debtors have sought to have certain of these Claims subordinated
and reserve the right to seek to have the remaining Claims subordinated. The
Debtors also reserve the right to amend the aforementioned lawsuit to include
additional parties as necessary.
Section 22.13(b) of the Plan provides that, in the event that
a compromise and settlement of a Litigation Trust Claim or a Final Order with
respect to a Litigation Trust Claim provides for a waiver, subordination or
disallowance of a defendant's Claim or Claims against one or more of the
Debtors, for purposes of computing amounts of distributions, (i) such Claim
shall be deemed allowed in the amount determined by the Bankruptcy Court by
Final Order, (ii) such defendant shall be deemed to have assigned such Claim or
Claims and right to receive distributions in accordance with the Plan to the
Litigation Trust; (iii) the Disbursing Agent shall make distributions with
respect to such Allowed Claims to the Litigation Trust and (iv) such defendant
shall not be entitled to receive distributions from the Litigation Trust on
account thereof.
CLAIMANT NAME CLAIMED DEBTOR
BANK OF NEW YORK. AS INDENTURE TRUSTEE ENA
BANK OF NEW YORK, AS INDENTURE TRUSTEE ENRON CORP.
BARCLAYS BANK PLC ENRON CORP.
BARCLAYS BANK PLC ENRON CORP.
BARCLAYS BANK PLC ENRON CORP.
BARCLAYS BANK PLC ENRON CORP.
BARCLAYS BANK PLC ENRON CORP.
BARCLAYS BANK PLC ENRON CORP.
BARCLAYS BANK PLC ENRON CORP.
BARCLAYS BANK PLC ENRON CORP.
BARCLAYS BANK PLC, AS AGENT ENRON CORP.
BESSON TRUST C/O WILMINGTON TRUST COMPANY, AS TRUSTEE ENRON CORP.
BESSON TRUST C/O WILMINGTON TRUST COMPANY, AS TRUSTEE ENA
BARCLAYS BANK PLC, AS ADMIN. AGENT ENRON CORP.
CANADIAN IMPERIAL BANK OF COMMERCE ENA
CANADIAN IMPERIAL BANK OF COMMERCE ENRON CORP.
CANADIAN IMPERIAL BANK OF COMMERCE, AS AGENT ENRON CORP.
CANADIAN IMPERIAL BANK OF COMMERCE, AS AGENT ENA
CIBC INC. ENRON CORP.
CIBC INC. ENRON CORP.
CIBC INC. ENRON CORP.
CIBC INC. ENA
CIBCINC. ENRONCORP.
CIBC WORLD MARKETS CORP. ENRON CORP.
CIBC WORLD MARKETS CORP. ENRON CORP.
CIBC WORLD MARKETS PLC ENRON CORP.
CIBC WORLD MARKETS PLC ENRON CORP.
CIBC WORLD MARKETS PLC ENRON CORP.
CIBC WORLD MARKETS PLC ENRON CORP.
CIBC WORLD MARKETS PLC ENRON CORP.
CANADIAN IMPERIAL BANK OF COMMERCE ENA
CANADIAN IMPERIAL BANK OF COMMERCE ENRON CORP.
CITIBANK, N.A., AS COLLATERAL TRUSTEE ENRON CORP.
CITIGROUP INC. ENRON CORP.
CITIGROUP INC. ENA
Q-4, Page 1
CLAIMANT NAME CLAIMED DEBTOR
CITIBANK USA, N.A. ENRON CORP.
CITIBANK USA, N.A. ENRON CORP.
CITIBANK, N.A. ENRON CORP.
CITIBANK, N.A. ENRON CORP.
SALOMON SMITH BARNEY, INC. ENRON CORP.
CITICORP VENDOR FINANCE INC. ENRON CORP.
CITICORP VENDOR FINANCE INC. ENRON CORP.
CITICORP VENDOR FINANCE INC., AS ASSIGNEE ENRON CORP.
CITICORP VENDOR FINANCE INC., AS ASSIGNEE ENRON CORP.
CITICORP VENDOR FINANCE INC., AS ASSIGNEE ENRON CORP.
CITIGROUP INC. ENA
CITIGROUP INC. ENA
CITIGROUP INC. ENA
CITIGROUP INC. ENRON CORP.
CITIBANK, N.A., AS SECURITIES INTERMEDIARY ENRON CORP.
CITIBANK, N.A. ENRON CORP.
CITIBANK, N.A. ENA
CITIBANK, N.A. ENRON CORP.
CITIBANK, N.A. ENA
CITIBANK, N.A. ENRON CORP.
CITIBANK, N.A. ENRON CORP.
CITIBANK, N.A. ENRON CORP.
CITIBANK, N.A., AS AGENT ENRON CORP.
CITICORP NORTH AMERICA, INC. ENRON CORP.
CITICORP NORTH AMERICA, INC., AS AGENT AND COLLATERAL ENRON CORP.
PONDEROSA ASSETS L.P C/O CITIBANK, N.A. ENA
PONDEROSA ASSETS L.P C/O CITIBANK, N.A. ENRON CORP.
SUNDANCE ASSETS C/O CITIBANK, N.A. ENRON CORP.
CITIBANK, N.A. ENRON CORP.
CITIBANK, N.A. ENA
CITIBANK, N.A. ENA
DEUTSCHE BANK LUXEMBOURG S.A. ENRON CORP.
DEUTSCHE BANK LUXEMBOURG S.A. ENRON CORP.
DEUTSCHE BANK LUXEMBOURG S.A. ENA
DEUTSCHE BANK LUXEMBOURG S.A. ENRON CORP.
DEUTSCHE BANK SECURITIES, INC. ENA
DEUTSCHE BANK TRUST COMPANY AMERICAS ENA
DEUTSCHE BANK TRUST CORPORATION ENA
DEUTSCHE BANK TRUST CORPORATION ENRON CORP.
DEUTSCHE BANK SECURITIES, INC. ENRON CORP.
DEUTSCHE BANK TRUST COMPANY AMERICAS ENRON CORP.
DEUTSCHE BANK TRUST COMPANY AMERICAS ENRON CORP.
DEUTSCHE TRUSTEE COMPANY LIMITED ENRON CORP.
DEUTSCHE TRUSTEE COMPANY LIMITED, AS TRUSTEE ENRON CORP.
DEUTSCHE TRUSTEE COMPANY LIMITED, AS TRUSTEE ENRON CORP.
DEUTSCHE BANK SECURITIES, NC. ENRON CORP.
DEUTSCHE BANK SECURITIES, INC. ENRON CORP.
DEUTSCHE BANK LUXEMBOURG S.A. ENA
BANKERS TRUST INTERNATIONAL PLC ENA
BANKERS TRUST INTERNATIONAL PLC ENRON CORP.
BANKERS TRUST NEW YORK CORP. ENRON CORP.
BANKERS TRUST NEW YORK CORP. ENA
DEUTSCHE BANK AG Et'4RON CORP.
DEUTSCHE BANK AG ENRON CORP.
DEUTSCHE BANK TRUST COMPANY AMERICAS ENRON CORP.
DEUTSCHE BANK TRUST COMPANY AMERICAS ENA
DEUTSCHE BANK TRUST COMPANY AMERICAS ENRON CORP.
DEUTSCHE BANK TRUST COMPANY AMERICAS ENRON CORP.
DEUTSCHE BANK TRUST COMPANY AMERICAS ENRON CORP.
DEUTSCHE BANK TRUST COMPANY AMERICAS ENA
DEUTSCHE BANK TRUST COMPANY DELAWARE ENRON CORP.
DEUTSCHE BANKAG ENA
DEUTSCHE BANK SECURITIES, INC. ENA
DEUTSCHE BANK AG ENRON CORP.
DEUTSCHE BANK AG ENRON CORP.
DEUTSCHE BANK AG ENRON CORP.
DEUTSCHE BANK SECURITIES, INC. ENRON CORP.
JP MORGAN CHASE BANK ENRON CORP.
JP MORGAN CHASE BANK ENRON CORP.
JP MORGAN CHASE BANK, AS DIRECTED TRUSTEE ENRON CORP.
JP MORGAN CHASE BANK ENRON CORP.
JP MORGAN CHASE BANK ENRON CORP.
JP MORGAN CHASE BANK ENRON CORP.
JP MORGAN CHASE BANK ENRON CORP.
JP MORGAN CHASE BANK ENRON CORP.
JP MORGAN CHASE BANK ENA
JP MORGAN CHASE BANK ENRON CORP.
JP MORGAN CHASE BANK ENRON CORP.
JP MORGAN CHASE BANK ENRON CORP.
JP MORGAN CHASE BANK ENA
Q-3, Page 2
CLAIMANT NAME CLAIMED DEBTOR
JP MORGAN CHASE BANK, AS CO-ADMIN AGENT ENRON CORP.
JP MORGAN CHASE BANK, AS DIRECTED TRUSTEE UNKNOWN
JP MORGAN CHASE BANK, AS TRUSTEE ENRON CORP.
JP MORGAN CHASE BANK, AS TRUSTEE ENRON CORP.
JP MORGAN CHASE BANK ENRON CORP.
JP MORGAN CHASE BANK, AS DIRECTED TRUSTEE ENRON CORP.
CONTINENTAL CASUALTY CO/NATIONAL ENRON CORP.
FEDERAL INSURANCE COMPANY ENRON CORP.
FEDERAL INSURANCE COMPANY ENA
FEDERAL INSURANCE COMPANY ENA
FIREMAN'S FUND INSURANCE COMPANY ENRON CORP.
FIREMAN'S FUND INSURANCE COMPANY ENA
HARTFORD FIRE INSURANCE COMPANY ENRON CORP.
HARTFORD FIRE INSURANCE COMPANY ENA
JP MORGAN CHASE BANK ENRON CORP.
JP MORGAN CHASE BANK ERA
JP MORGAN CHASE BANK ENRON CORP.
JP MORGAN CHASE BANK ENA
JP MORGAN CHASE BANK ENRON CORP.
JP MORGAN CHASE BANK ENA
JP MORGAN CHASE BANK ENRON CORP.
JP MORGAN CHASE BANK ENA
JP MORGAN CHASE BANK ENRON CORP.
JP MORGAN CHASE BANK ENRON CORP.
JP MORGAN CHASE BANK, ADMIN. AGENT ENRON CORP.
JP MORGAN CHASE BANK, AS ADMIN. AGENT ENRON CORP.
JP MORGAN CHASE BANK, AS ADMIN. AGENT ENRON CORP.
JP MORGAN CHASE BANK, AS COLLATERAL AGENT ENA
JP MORGAN CHASE BANK, AS COLLATERAL AGENT ENRON CORP.
JP MORGAN CHASE BANK, AS COLLATERAL AGENT ENRON CORP.
JP MORGAN CHASE BANK, AS COLLATERAL AGENT ENA
JP MORGAN CHASE BANK, AS COLLATERAL AGENT ENRON CORP.
LUMBERMENS MUTUAL CASUALTY COMPANY ENRON CORP.
LUMBERMENS MUTUAL CASUALTY COMPANY ENA
SAFECO INSURANCE COMPANY OF ENA
SAFECO INSURANCE COMPANY OF AMERICA ENRON CORP.
ST. PAUL FIRE AND MARINE INSURANCE ENA
TRAVELERS CASUALTY & SECURITY ENA
TRAVELERS CASUALTY & SURETY COMPANY ENRON CORP.
JP MORGAN CHASE BANK ENA
JP MORGAN CHASE BANK ENA
JP MORGAN CHASE BANK ENA
JP MORGAN CHASE BANK ENA
JP MORGAN CHASE BANK ENA
JP MORGAN CHASE BANK ENA
JP MORGAN CHASE BANK ENA
JP MORGAN CHASE BANK ENRON CORP.
JP MORGAN CHASE BANK ENRON CORP.
JP MORGAN CHASE BANK ENRON CORP.
JP MORGAN CHASE BANK ENRON CORP.
JP MORGAN CHASE BANK ENRON CORP.
MERRILL LYNCH JAPAN SECURITIES ENRON CORP.
MERRILL LYNCH & CO., INC. ENRON CORP.
MERRILL LYNCH CAPITAL SERVICES, INC. ENA
MERRILL LYNCH, PIERCE,FENNER & SMITH INCORPORATED ENA
MERRILL LYNCH, PIERCE,FENNER & SMITH INCORPORATED ENA
MERRILL LYNCH, PIERCE,FENNER & SMITH INCORPORATED ENA
MERRILL LYNCH CAPITAL SERVICES, INC. ENRON CORP.
MERRILL LYNCH. PIERCE,FENNER & SMITH INCORPORATED ENRON CORP.
MERRILL LYNCH, PIERCE,FENNER & SMITH INCORPORATED ENRON CORP.
MERRILL LYNCH, PIERCE,FENNER & SMITH INCORPORATED ENRON CORP.
Q-3, Page 3
APPENDIX Q-4: SUBORDINATED PENALTY CLAIMS
This Appendix lists Claims that the Debtors have preliminarily
identified as potential subordinated penalty Claims. These Claims were filed by
governmental, regulatory or taxing authorities. The Debtors reserve the right to
identify additional potential subordintated penalty claims. The Debtors assert
that, in accordance with the priority scheme under the Bankruptcy code, the
Claims listed below are subordinated to General Unsecured Claims. Therefore, the
Debtors reserve the right to seek to have these Claims subordinated.
CLAIM # CLAIMED DEBTOR
CLAIMANT NAME
Bill Lockyer, Attorney General, Oakland, CA 12172 ENA
Bill Lockyer, Attorney General, Oakland, CA 12173 ENE
Bill Lockyer, Attorney General, Oakland, CA 12174 EPMI
Bill Lockyer, Attorney General, Oakland, CA 12254 EES, LLC
Bill Lockyer, Attorney General, Oakland, CA 12255 EESI
Bill Lockyer, Attorney General, Oakland, CA 12256 EEMC
Bill Lockyer, Attorney General, Oakland, CA 12257 EESO
Borrego Water District 12234 ENA
California Department of Water Resources 12495 EESI
California Department of Water Resources 12497 EPMI
California Department of Water Resources 12498 ENA
California Department of Water Resources 12500 ENE
California Energy Commission (CEC) 12460 EREC Sub V
California Energy Commission (CEC) 12464 EREC Sub III
California Energy Commission (CEC) 12465 EREC Sub II
California Energy Commission (CEC) 12466 EREC Sub I
California Energy Commission (CEC) 12470 EWES
California Energy Commission (CEC) 12474 EWSI
California Energy Commission (CEC) 12479 EWC
California Energy Commission (CEC) 12480 ENE
California Energy Commission (CEC) 21124 EREC Sub IV
Citizens of the State of Washington, ex rel. 18502 ENE
Christine Gregoire, AG
Equal Employment Opportunity Commission 20797 EPC Estate Services, Inc.
(f/k/a NEPCO)
Fallbrook Public Utility District 12233 ENA
Federal Railroad Administration 20106 Enron Clean Fuels Company
New Jersey Bureau of Securities 8703 ENE
Padre Dam Municipal Water District 12232 ENA
Public Utilities Commission of Texas 16153 EPMI
Public Utility District no. 1 of Snohomish County 12784 ENE
Public Utility District no. 1 of Snohomish County 12785 EPMI
Ramona Municipal Water District 12235 ENA
Stanislaus County Department of Environmental 9016 EBS
Resources
State of New Jersey (Department of Labor, Division 3034 EEMC
of Employer Accounts)
The Oregon Department of Justice 12949 ENE
Q-4, Page 1
CLAIM # CLAIMED DEBTOR
CLAIMANT NAME
U.S. Customs Service 17040 EMCC
U.S. Securities and Exchange Commission 22352 ENE
Valley Center Municipal Water District 12231 ENA
Vista Irrigation District 12236 ENA
Yuima Municipal Water District 12237 ENA
Aldine Independent School District 2527 ENE
Aldine ISD 3752 ENE
Arizona Department of Revenue 358 ENE
Arkansas Department of Environmental Quality 3215 EBF LLC
Arkansas Dept. of Finance & Administration 15039 ENE
Bart Hartman, San Diego Tax Collector 5914 GSP
Bexar County 2472 ENE
Blaine County 3306 EBS, L.P.
Calcasieu Parish School Board 4408 EBS, Inc.
City & County of San Francisco 3255 Enron Marketing Corp. (PG&E
Energy Services)
City & County of San Francisco 3256 ENA
City & County of San Francisco 3257 Bentley Engineering Co. (EESNA)
City and County of Denver/Treasury 1124 VARIOUS
City of Aspermont, Aspermont Independent School 3013 ENE
District
City of Kansas City, Missouri, Revenue Division 2619 EESNA
City of Laredo, TX 4745 EMCC
City of Memphis 11751 EBS
City of Midland, Midland County Hospital District, 2644 ENE
Midland ISD, Midland County Junior College District
City of Pasadena 5769 EEMC
City of Pittsburgh 21136 EESI
City of Vallejo 4358 EEMC
City of Vallejo 21967 EEMC
Collector of Revenue - City of New Orleans 6274 EBS
Collector of Revenue, City of New Orleans 8013 ECLC
Colorado Department of Revenue 22179 EESNA
Commission of Revenue for the Commonwealth of 5479 EESI
Massachusetts
Commissioner of Revenue for the Commonwealth of 2905 NEPCO
Massachusetts
Commissioner of Revenue of the State of Tennessee 1015 ENE
Commissioner of Revenue, State of Tennessee 4027 ENE
Commonwealth of Kentucky Revenue Cabinet 21186 ENE
Commonwealth of Kentucky Revenue Cabinet 21215 ENE
Commonwealth of Puerto Rico 11679 ENE
Connecticut Department of Revenue Services 2568 EESI
Connecticut Department of Revenue Services 4047 EESI
Connecticut Department of Revenue Services 22046 EESI
Q-3, Page 2
CLAIM # CLAIMED DEBTOR
CLAIMANT NAME
County of Crockett 5148 ENE
Cowlitz County 4096 ENE/EBS
Crosby Independent School District 2412 ENE
Cypress-Fairbanks ISD 38 ENE
Cypress-Fairbanks ISD 39 ENE
Cypress-Fairbanks ISD 7024 ENE
Dallas County 1536 ENE
Dallas County 21151 ENE
Dayton ISD 5820 EBS
Deer Park ISD 14 ENE
Deer Park ISD 32 ENE
Deer Park ISD 2164 Enron Methanol Company
Department of Finance city of Tacoma 1087 EPMI
Department of Labor and Industries 4707 NEPCO
Department of Labor and Industries (Washington) 21350 NEPCO
Department of Revenue/State of Florida 2208 EESO
Department of Revenue/State of Florida 3364 EESO
Department of Revenue/State of Florida 3365 ECLC
Department of Revenue/State of Florida 4059 ECLC
Department of Revenue/State of Florida 16982 ECLC
Department of Revenue/State of Florida 16983 EESO
Department of Revenue/State of Florida 22118 ECLC
Devers ISD 5807 ENE
Director of Taxation, Kansas Department of Revenue 17999 ENE
Ellis County 2126 ENE
Elmore County 3359 EBS, Inc.
Elmore County 3616 EBS
Gooding County 4219 ENE
Government of the District of Columbia, Office of 5862 ENE
Tax and Revenue
Gwinnett County Tax Commissioner 21555 EES
Hawaii State Tax Collector 21921 Zond Pacific LLC
Iberville Parish 3105 ENE
Illinois Department of Revenue 1314 ENE
Illinois Department of Revenue 1631 ECLC
Illinois Department of Revenue 2150 EGLI
Indiana Department of Revenue 544 ENE
Indiana Department of Revenue 1689 ENE
Irving ISD 5752 ENE
Irving ISD 6007 ENE
Jesse White, Secretary of State, Dept. of Business 3213 EEMC
Services, IL
Joe G. Tedder, Tax Collector (Bartow, FL) 769 ENE
Joe G. Tedder, Tax Collector (Bartow, FL) 770 ENE
Joe G. Tedder, Tax Collector (Bartow, FL) 773 ENE
Joe G. Tedder, Tax Collector (Bartow, FL) 775 ENE
Joe G. Tedder, Tax Collector (Bartow, FL) 776 ENE
Joe G. Tedder, Tax Collector (Bartow, FL) 777 ENE
Joe G. Tedder, Tax Collector (Bartow, FL) 778 ENE
Joe G. Tedder, Tax Collector (Bartow, FL) 779 ENE
Q-3, Page 3
CLAIM # CLAIMED DEBTOR
CLAIMANT NAME
Joe G. Tedder, Tax Collector (Bartow, FL) 780 ENE
Joe G. Tedder, Tax Collector (Bartow, FL) 781 ENE
Joe G. Tedder, Tax Collector (Bartow, FL) 782 ENE
Joe G. Tedder, Tax Collector (Bartow, FL) 783 ENE
Joe G. Tedder, Tax Collector (Bartow, FL) 784 ENE
King County Treasury Operations 2267 ENE
Lincoln County 4425 EBS, Inc.
Los Angeles County Treasurer and Tax Collector 8046 EEIS
Louisiana Department of Revenue 2694 EPSC
Louisiana Department of Revenue 2718 NEPCO
Louisiana Department of Revenue 3205 Enron Equipment Procurement
Company
Louisiana Department of Revenue 16991 ERAC
Massachusetts Department of Revenue, Litigation 678 ENE
Bureau, Bankruptcy
Massachusetts Department of Revenue, Litigation 679 EBS
Bureau, Bankruptcy
Massachusetts Department of Revenue, Litigation 686 EEMC (PG&E Energy Services
Bureau, Bankruptcy Corporation)
Massachusetts Department of Revenue, Litigation 720 EESO
Bureau, Bankruptcy
Massachusetts Department of Revenue, Litigation 2096 EPIC
Bureau, Bankruptcy
Massachusetts Department of Revenue, Litigation 2117 EEMC (PG&E Energy Services
Bureau, Bankruptcy Corporation)
Massachusetts Department of Revenue, Litigation 2118 EESO
Bureau, Bankruptcy
Massachusetts Department of Revenue, Litigation 2119 EBS
Bureau, Bankruptcy
Massachusetts Department of Revenue, Litigation 2120 ENA
Bureau, Bankruptcy
Massachusetts Department of Revenue, Litigation 2860 ENE
Bureau, Bankruptcy
Massachusetts Department of Revenue, Litigation 2861 EESO
Bureau, Bankruptcy
Massachusetts Department of Revenue, Litigation 2863 ENA
Bureau, Bankruptcy
Massachusetts Department of Revenue, Litigation 2864 EBS
Bureau, Bankruptcy
Massachusetts Department of Revenue, Litigation 2865 EEMC (& PG&E Energy Services
Bureau, Bankruptcy Corporation
Massachusetts Department of Revenue, Litigation 2909 EECC
Bureau, Bankruptcy
McLennan County 1987 ENE
Midland County 11534 ENE
Minidoka County Tax Collector 3713 EBS, Inc.
Mississippi State Tax Commission 7038 ENE
Mississippi State Tax Commission ENE
Mississippi State Tax Commission 15055 ENE
Missouri Department of Revenue 785 EBS
Missouri Department of Revenue 787 EEMC
Missouri Department of Revenue 1284 OEC
Q-3, Page 4
CLAIM # CLAIMED DEBTOR
CLAIMANT NAME
Missouri Department of Revenue 1721 EBS Inc.
Missouri Department of Revenue 1722 EBS Inc.
Missouri Department of Revenue 1726 EESI
Missouri Department of Revenue 1796 EESI
Missouri Department of Revenue 1833 EBS
Missouri Department of Revenue 1921 ECLC
Missouri Department of Revenue 1978 ECLC
Missouri Department of Revenue 2009 EESO
Missouri Department of Revenue 2654 EESI
Missouri Department of Revenue 2655 ECLC
Missouri Department of Revenue 2656 EESO
Missouri Department of Revenue 2657 OEC
Missouri Department of Revenue 2658 OEC
Missouri Department of Revenue 7095 EBS
Missouri Department of Revenue 7157 EIM
Mitchell County 4035 ENE
New York State Department of Taxation and Finance 1 EGLI
New York State Department of Taxation and Finance 2 ENA
New York State Department of Taxation and Finance 3 EESI
New York State Department of Taxation and Finance 6 EMCC
New York State Department of Taxation and Finance 7 EBS
New York State Department of Taxation and Finance 8 EEMC (& PG&E Energy Services)
New York State Department of Taxation and Finance 232 EESI
New York State Department of Taxation and Finance 237 EEMC (& PG&E Energy Services)
New York State Department of Taxation and Finance 238 EESI
New York State Department of Taxation and Finance 535 EESI
New York State Department of Taxation and Finance 541 EEMC (& PG&E Energy Services)
New York State Department of Taxation and Finance 571 ENE
New York State Department of Taxation and Finance 659 OEC
New York State Department of Taxation and Finance 664 GSP
New York State Department of Taxation and Finance 723 EMCC
New York State Department of Taxation and Finance 725 GSP
New York State Department of Taxation and Finance 726 EESO
New York State Department of Taxation and Finance 933 EESI
New York State Department of Taxation and Finance 936 ENA
Q-3, Page 5
CLAIM # CLAIMED DEBTOR
CLAIMANT NAME
New York State Department of Taxation and Finance 1055 EEMC (& PG&E Energy Services)
New York State Department of Taxation and Finance 1383 EIM, LLC
New York State Department of Taxation and Finance 1704 EESI
New York State Department of Taxation and Finance 1778 Omnicomp Inc.
New York State Department of Taxation and Finance 1794 EEMC & PG&E Energy Services
New York State Department of Taxation and Finance 1838 EBS
New York State Department of Taxation and Finance 1849 ENE
New York State Department of Taxation and Finance 1959 EEMC & PG&E Energy Services
New York State Department of Taxation and Finance 1959 EEMC & PG&E Energy Services
New York State Department of Taxation and Finance 2097 EESI
New York State Department of Taxation and Finance 2248 EEMC (& PG&E Energy Services)
New York State Department of Taxation and Finance 2270 EBS L.P.
New York State Department of Taxation and Finance 2324 EESO
New York State Department of Taxation and Finance 2761 EESI
New York State Department of Taxation and Finance 2762 EESO
New York State Department of Taxation and Finance 2763 EEMC & PG&E Energy Services
New York State Department of Taxation and Finance 4033 EGLI
New York State Department of Taxation and Finance 4527 EBS, L.P.
New York State Department of Taxation and Finance 4557 ENA
New York State Department of Taxation and Finance 4710 OEC
New York State Department of Taxation and Finance 6477 ENE
New York State Department of Taxation and Finance 6478 ELFI
New York State Department of Taxation and Finance 15518 EPMI
New York State Department of Taxation and Finance 15519 EESI
New York State Department of Taxation and Finance 21361 Servico New York, Inc.
New York State Department of Taxation and Finance 21557 ENA
Q-3, Page 6
CLAIM # CLAIMED DEBTOR
CLAIMANT NAME
New York State Department of Taxation and Finance 21558 EPMI
New York State Department of Taxation and Finance 22085 EBS, L.P.
New York State Department of Taxation and Finance 22176 EESO
North Dakota Office of State Tax Commissioner 643 ENE
North Forest ISD 33 ENE
North Forest ISD 34 ENE
Nueces County 1986 ENE
Office of State Tax Commission (ND) 7018 ENE
Oklahoma Tax Commission 1981 EEMC (PG&E Energy Services
Corporation)
Oklahoma Tax Commission 2216 ERAC
Oklahoma Tax Commission 2354 ENE
Oklahoma Tax Commission 2510 ECLC
Pennsylvania Department of Revenue 1935 ENA
Pennsylvania Department of Revenue 1936 EPMI
Pennsylvania Department of Revenue 1938 EESO
Pennsylvania Department of Revenue 1939 EEMC
Pennsylvania Department of Revenue 1942 Enron Freight Markets Corp.
Pennsylvania Department of Revenue 1944 Enron Net Works LLC
Pennsylvania Department of Revenue 1946 EESI
Pennsylvania Department of Revenue 2276 ENA
Pennsylvania Department of Revenue 2582 EESI
Pennsylvania Department of Revenue 3407 EPIC
Pennsylvania Department of Revenue 3408 ECLC
Pennsylvania Department of Revenue 3410 EESI
Pennsylvania Department of Revenue 4769 EESI
Pennsylvania Department of Revenue 2471 EPMI
Pennsylvania Department of Revenue 3502 EPMI
Pennsylvania Department of Revenue 2580 ENE
Pennsylvania Department of Revenue 3405 ENE
Pennsylvania Department of Revenue 8075 ENE
Pennsylvania Department of Revenue 3406 NEPCO
Pennsylvania Department of Revenue 4711 NEPCO
Pennsylvania Department of Revenue 20648 ENE
Pennsylvania Department of Revenue 21183 EEMC
Power County 4177 ENE
S.C. Department of Revenue 4061 ENE
Salt Lake County Treasurer 8019 ENE
Sedgwick County 20300 ENE
Sheldon Independent School District 7275 EBS
Sherman County Appraisal District; Stratford 18359 ECLC
Independent School District, Stratford Hospital
District, North Plains Water District
Sherman County Tax Collector 18395 ECLC
State of - Department of Revenue 1759 EESO
State of Florida - Department of Revenue 2217 Enron Transportation Services
Company
State of Florida - Department of Revenue 2238 EESO
State of Florida - Department of Revenue 2373 NEPCO
Q-3, Page 7
CLAIM # CLAIMED DEBTOR
CLAIMANT NAME
State of Florida - Department of Revenue 3366 ECLC
State of Georgia Department of Revenue 1452 ENE
State of Georgia Department of Revenue 1453 EBS, Inc.
State of Georgia Department of Revenue 1455 EESI
State of Georgia Department of Revenue 1456 EESO
State of Georgia Department of Revenue 1457 EGLI
State of Iowa 2138 EOSC
State of Iowa 2295 EOSC
State of Iowa 4801 NNG
State of Louisiana Department of Revenue 2252 ECLC
State of Maryland, Comptroller of Maryland 1732 EESI
State of Maryland, Comptroller of Maryland 5395 ENE
State of Michigan Department of Treasury 21356 NEPCO
State of Michigan Department of Treasury, Revenue 11723 EESO
Division
State of Michigan, Department of Treasury, 11688 EESI
Collections Division
State of Michigan, Department of Treasury, 13228 EEMC
Collections Division
State of Michigan, Department of Treasury, 13241 EGLI
Collections Division
State of Michigan, Department of Treasury, 13243 EEMC
Collections Division
State of Michigan, Department of Treasury, Revenue 123 EESI
Division
State of Michigan, Department of Treasury, Revenue 2211 EWS, Inc.
Division
State of Michigan, Department of Treasury, Revenue 3462 NEPCO
Division
State of Michigan, Department of Treasury, Revenue 22250 EESI
Division
State of Minnesota, Department of Revenue 9106 ENE
State of Nevada Department of Taxation - Revenue 2183 ENE (Enron Communications)
division
State of Nevada Department of Taxation - Revenue 2184 ENE (FTV Communications LLC)
division
State of New Mexico Taxation and Revenue Department 22094 ERAC
State of New Mexico, Taxation and Revenue Department 2251 ENE
State of New Mexico, Taxation and Revenue Department 2300 ENE
State of New Mexico, Taxation and Revenue Department 17519 EESI, ENA, ENE
State of Oregon 21285 ENA
State of Oregon 21286 EBS
State of Tennessee - Revenue 20865 OEC
State of Washington, Department of Revenue 3338 ECLC
State of Wisconsin 4395 EES, Inc.
State of Wisconsin 4396 EPIC
State Tax Assessor for the Bureau of Revenue 1308 EESI
Services (Maine)
State Tax Assessor for the Bureau of 2095 EESI
Q-3, Page 8
CLAIM # CLAIMED DEBTOR
CLAIMANT NAME
Revenue Services (Maine)
State Tax Assessor for the Bureau of Revenue 2418 EESI
Services (Maine)
Stonewall County, Stonewall County Hospital 3032 ENE
Summit County Treasurer 4803 Enron Communications - EBS
Summit County Treasurer 4804 Enron Communications - EBS
Summit County Treasurer 4805 Enron Communications - EBS
Summit County Treasurer 4806 Enron Communications - EBS
Summit County Treasurer 4807 Enron Communications - EBS
Summit County Treasurer 4808 Enron Communications - EBS
Summit County Treasurer 4809 Enron Communications - EBS
Summit County Treasurer 4810 Enron Communications - EBS
Summit County Treasurer 4811 Enron Communications - EBS
Summit County Treasurer 4812 EBS
Summit County Treasurer 4813 EBS
Summit County Treasurer 4814 EBS
Summit County Treasurer 4815 Enron Communications - EBS
Summit County Treasurer 4816 Enron Communications - EBS
Swisher County Appraisal District (Tulia Independent 18396 ECLC
School District, Swisher Memorial Hospital Distric,
Happy Independent School District, Kress Independent
School District)
Tennessee Department of Revenue 399 Enron International Fuel
Management Company
Tennessee Department of Revenue, Tax Enforcement 1040 EGLI
Division
Tennessee Department of Revenue, Tax Enforcement 3693 EGLI
Division
Tennessee Department of Revenue, Tax Enforcement 1019 ENE
Division
Tennessee Department of Revenue, Tax Enforcement 1018 Enron International Fuel
Division Management Company
Tennessee Department of Revenue, Tax Enforcement 3990 ENE
Division
Texas Comptroller of Public Accounts 16995 EGLI
Texas Comptroller of Public Accounts on Behalf of 1873 EECC
the State of Texas, Texas Municipalities, Texas
Counties, Special Purpose Districts and/or Texas
Metropolitan or Regional Transportation Authorities
Texas Comptroller of Public Accounts on 2659 NEPCO
Q-3, Page 9
CLAIM # CLAIMED DEBTOR
CLAIMANT NAME
Behalf of
the State of Texas, Texas Municipalities, Texas
Counties, Special Purpose Districts and/or Texas
Metropolitan or Regional Transportation Authorities
Texas Comptroller of Public Accounts on Behalf of 15637 EPSC
the State of Texas, Texas Municipalities, Texas
Counties, Special Purpose Districts and/or Texas
Metropolitan or Regional Transportation Authorities
Texas Comptroller of Public Accounts on Behalf of 15638 ENE
the State of Texas, Texas Municipalities, Texas
Counties, Special Purpose Districts and/or Texas
Metropolitan or Regional Transportation Authorities
Texas Comptroller of Public Accounts on Behalf of 15664 ECLC
the State of Texas, Texas Municipalities, Texas
Counties, Special Purpose Districts and/or Texas
Metropolitan or Regional Transportation Authorities
Texas Comptroller of Public Accounts on Behalf of 15665 ECLC
the State of Texas, Texas Municipalities, Texas
Counties, Special Purpose Districts and/or Texas
Metropolitan or Regional Transportation Authorities
Texas Comptroller of Public Accounts on Behalf of 16994 Enron Methanol Company
the State of Texas, Texas Municipalities, Texas
Counties, Special Purpose Districts and/or Texas
Metropolitan or Regional Transportation Authorities
Utah County Assessor 4976 EBS
Utah County Assessor 4977 Enron Communications
Waxahachi Independent School District 2455 ENE
Waxahachi Independent School District 2526 ENE
Webb CISD 20810 ENE
Weld County Treasurer 5113 EBS
Wellman ISD; Terry County Appraisal District 2635 ENE
Q-3, Page 10
APPENDIX R: DISSOLVED ENTITIES THROUGH OCTOBER 31, 2003
APPENDIX R: DISSOLVED ENTITIES THROUGH OCTOBER 31, 2003
This appendix reflects all of the entities that have been dissolved or
are being dissolved, in accordance with applicable state law dissolution
processes from the Initial Petition Date through October 31, 2003.
For all corporations listed herein, the Debtors have filed official
dissolution documents in the appropriate governing jurisdiction. Pursuant to
applicable laws, certain of these entities are winding down, paying outstanding
liabilities and distributing assets and therefore have not been completely shut
down. However, none of these entities are presently conducting business.
For all limited liability companies listed herein, all ongoing business
activities by such entities have ceased and official dissolution documents have
been filed in the jurisdiction of their formation.
ENTITY JURISDICTION STATUS STATUS DATE
------ ------------ ------ -----------
1. 4138198 Canada Inc. Canada Federal Dissolved 02-Sep-03
2. 4138201 Canada Inc. Canada Federal Dissolved 02-Sep-03
3. Automotive Industrial Energy Company, L.L.C. DE Dissolved 03-Feb-03
4. Azurix Campos Grande Investments Ltd. Cayman Islands Dissolved 08-Jul-02
5. Azurix Cuiaba Investments Ltd. Cayman Islands Dissolved 08-Jul-02
6. Azurix Florida, Inc. DE Dissolved 24-Sep-02
7. Azurix Lagos Investments Ltd. Cayman Islands Dissolved 08-Jul-02
8. Azurix Madera Corp. DE Dissolved 27-Jun-02
9. Azurix Manaus Investments Ltd. Cayman Islands Dissolved 08-Jul-02
10. Azurix Rio Holdings Ltd. Cayman Islands Dissolved 08-Jul-02
11. Azurix South America Ltda. Brazil Dissolved 01-Mar-02
12. Azurix Tangiers Ltd. Cayman Islands Dissolved 08-Jul-02
13. Azurix Tetouan Ltd. Cayman Islands Dissolved 08-Jul-02
14. Azurix Utah, Inc. DE Dissolved 09-May-03
15. Badger Land Development Company, L.L.C. DE Dissolved 15-Sep-03
16. Baja Energy Company, L.L.C. DE Dissolved 12-Dec-02
17. Bijupira-Salema Development Company Ltd. Cayman Islands Dissolved 24-Apr-03
18. Bollinger Development Company, L.L.C. DE Dissolved 22-Sep-03
19. Boone Development Company, L.L.C. DE Dissolved 15-Sep-03
20. Border Gas, Inc. DE Dissolved 31-Aug-02
21. Bright Star Energy, LLC DE Dissolved 15-Sep-03
22. BR-VT Holdings Ltd. Cayman Islands Dissolved 15-Sep-03
23. Buchanan Development Company, L.L.C. DE Dissolved 15-Sep-03
24. Buckeye Land Development Company, L.L.C. DE Dissolved 15-Sep-03
25. Cape Girardeau Development Company, L.L.C. DE Dissolved 22-Sep-03
26. Central Valley Energy Facility, L.L.C. DE Dissolved 15-Sep-03
R-1
ENTITY JURISDICTION STATUS STATUS DATE
------ ------------ ------ -----------
27. Challenger Development Company, L.L.C. DE Dissolved 15-Sep-03
28. Chiricahua XIX LLC DE Dissolved 30-Jul-02
29. Chiricahua XV LLC DE Dissolved 30-Jul-02
30. Chiricahua XVI LLC DE Dissolved 30-Jul-02
31. Chiricahua XVII LLC DE Dissolved 30-Jul-02
32. Chiricahua XVIII LLC DE Dissolved 30-Jul-02
33. Chiricahua XX LLC DE Dissolved 30-Jul-02
34. CIF Holdings, LLC DE Dissolved 10-Oct-02
35. Cinta Corporation Undetermined Dissolved 18-Oct-02
36. Coal Properties Corporation IL Dissolved 04-Jun-02
37. Compania Energia de Baja, S. de R. L. de C.V. Mexico Dissolved 18-Jul-02
38. Coventry Land Development Company, L.L.C. DE Dissolved 15-Sep-03
39. Cusiana-Cupiagua Oil Securitization 1996 Ltd. Cayman Islands Dissolved 31-Mar-03
40. Dade Development Company, L.L.C. DE Dissolved 15-Sep-03
41. DeKalb Power I, LLC DE Dissolved 15-Sep-03
42. Desarrolladora de Predios del Centro, S. de R.L. de C.V. Mexico Dissolved 18-Jul-02
43. Desarrolladora de Predios del Este, S. de R.L. de C.V. Mexico Dissolved 18-Jul-02
44. Desarrolladora de Predios del Noreste, S. de R.L. de C.V. Mexico Dissolved 18-Jul-02
45. Desarrolladora de Predios del Norte, S. de R.L. de C.V. Mexico Dissolved 18-Jul-02
46. Desarrolladora de Predios del Oeste, S. de R.L. de C.V. Mexico Dissolved 18-Jul-02
47. DJ Oil & Gas Limited Liability Company NE Dissolved 27-Aug-02
48. Downey Holding Company, Inc. DE Dissolved 16-May-02
49. E Power Denryoku Hanbai Kabushiki Kaisha Japan Dissolved 03-Feb-03
50. E Power Matsuyama Limited Cayman Islands Dissolved 30-Jun-03
51. E Power Nippon Holdings Ltd. Cayman Islands Dissolved 29-Jul-03
52. E Power Wheeling Services Ltd. Cayman Islands Dissolved 29-Jul-03
53. EBC Property, LLC DE Dissolved 10-Feb-03
54. EBS Holdings, Inc. DE Dissolved 09-Aug-03
55. EBS OpCo, Inc. DE Dissolved 09-Aug-03
56. EBS Trading, Inc. DE Dissolved 26-Aug-03
57. ECT Cayman Reserve 5 Ltd. Cayman Islands Dissolved 27-Feb-03
58. ECT Cayman Reserve 6 Ltd. Cayman Islands Dissolved 27-Feb-03
59. ECT Coal Company No. 2, L.L.C. DE Dissolved 06-Jan-03
60. ECT Overseas Holding Corp. DE Dissolved 20-Aug-03
61. ECT-PR-B, L.L.C. DE Dissolved 28-Aug-03
62. ECT-WR-B, L.L.C. DE Dissolved 28-Aug-03
63. Edgecombe Development Company, L.L.C. DE Dissolved 15-Sep-03
64. EGC 1999 Holding Company, L.P. DE Dissolved 11-Oct-02
65. EGC 2000 Holding Company, L.P. DE Dissolved 11-Oct-02
66. EGM Tech Ventures LLC DE Dissolved 11-Oct-02
67. EGPP Services Inc. DE Dissolved 11-Feb-03
68. EGS Hydrocarbons Corp. TX Dissolved 05-May-03
69. EI Communications Holdings Ltd. Cayman Islands Dissolved 30-Jun-03
R-2
ENTITY JURISDICTION STATUS STATUS DATE
------ ------------ ------ -----------
70. EI Global Fuels Ltd. Cayman Dissolved 13-Nov-02
71. EI Indonesia Operations L.L.C. DE Dissolved 19-Dec-02
72. EI Operations Holdings, L.L.C. DE Dissolved 28-Oct-02
73. EI Venezuela Holdings Ltd. Cayman Islands Dissolved 19-Jun-02
74. EI Venezuela Investments Ltd. Cayman Islands Dissolved 28-Dec-01
75. EKTP Holding Company Ltd. Cayman Dissolved 04-Nov-02
76. Electricidad Enron de Venezuela Holdings Ltd. Cayman Islands Dissolved 28-Dec-01
77. Electricidad Enron de Venezuela Ltd. Cayman Islands Dissolved 28-Dec-01
78. Electricite Du Benin Cayman Dissolved 01-Oct-02
79. Electricite du Benin Holding Ltd. Cayman Dissolved 01-Oct-02
80. Emprendimientos Internacionales S.A. Peru Dissolved 14-Jul-03
81. Empresa de Desarrollo Energetico S.R. Ltda. Peru Dissolved 14-Jul-03
82. Endeavour Development Company, L.L.C. DE Dissolved 15-Sep-03
83. Energia de Antioquia Holding Ltd. Cayman Dissolved 04-Jul-02
84. Energia de Antioquia Ltd. Cayman Dissolved 19-Jun-02
85. Energy Capital North America, L.L.C. DE Dissolved 12-Dec-01
86. Energy Generation Guhagar Ltd. Mauritius Dissolved 29-May-02
87. Enhance Recruitment Services I, LLC DE Dissolved 16-Jan-03
88. Enhance Recruitment Services II, LLC DE Dissolved 16-Jan-03
89. Enhance Recruitment Services, L.P. TX Dissolved 07-Jan-03
90. Ennovate Networks Undetermined Dissolved 18-Oct-02
91. Enron Acquisition IV Corp. DE Dissolved 10-Feb-03
92. Enron Administracion de Riesgos S. de R.L. de C.V. Mexico Dissolved 18-Jul-03
93. Enron Advertising, Inc. DE Dissolved 26-Aug-03
94. Enron Al Kamil Power Ltd. Cayman Dissolved 17-Jan-03
95. Enron Algeria Ltd. Cayman Dissolved 01-Oct-02
96. Enron Americas Limited Cayman Dissolved 19-Jun-02
97. Enron APACHI Seismic Inc. DE Dissolved 19-Dec-02
98. Enron Asia Gas Transport Company Cayman Dissolved 13-Nov-02
99. Enron Australia Energy Pty Limited Australia Dissolved 01-Mar-03
100. Enron Ba Ria Power Company Ltd. Cayman Dissolved 04-Nov-02
101. Enron Bandwidth Canada, Inc. DE Dissolved 26-Aug-03
102. Enron Bandwidth, Inc. DE Dissolved 26-Aug-03
103. Enron Benin Power Holdings Ltd. Cayman Dissolved 01-Oct-02
104. Enron Benin Power Ltd. Cayman Dissolved 01-Oct-02
105. Enron Border Holdings Ltd. Cayman Dissolved 04-Nov-02
106. Enron Border Investments Ltd. Cayman Dissolved 04-Nov-02
107. Enron BPAC Ltd. Cayman Dissolved 04-Nov-02
108. Enron Brazil Energy Investments Ltd. Cayman Dissolved 19-Jun-02
109. Enron Brazil Light Holdings Ltd. Cayman Dissolved 19-Jun-02
110. Enron Brazil Light Ltd. Cayman Dissolved 04-Jul-02
111. Enron Brazil Northeast Development Ltd. Cayman Dissolved 19-Jun-02
112. Enron Brazil Power Holdings 19 Ltd. Cayman Islands Dissolved 21-May-03
R-3
ENTITY JURISDICTION STATUS STATUS DATE
------ ------------ ------ -----------
113. Enron Brazil Power Holdings 21 Ltd. Cayman Islands Dissolved 19-Jun-02
114. Enron Brazil Power Holdings 22 Ltd. Cayman Islands Dissolved 19-Jun-02
115. Enron Brazil Power Holdings 23 Ltd. Cayman Islands Dissolved 19-Jun-02
116. Enron Brazil Power Holdings 24 Ltd. Cayman Islands Dissolved 19-Jun-02
117. Enron Brazil Power Holdings 25 Ltd. Cayman Islands Dissolved 19-Jun-02
118. Enron Brazil Power Holdings IX Ltd. Cayman Islands Dissolved 19-Jun-02
119. Enron Brazil Power Holdings XIII Ltd. Cayman Islands Dissolved 19-Jun-02
120. Enron Brazil Power Holdings XIV Ltd. Cayman Islands Dissolved 21-May-03
121. Enron Brazil Power Holdings XV Ltd. Cayman Islands Dissolved 30-Jun-03
122. Enron Brazil Power Holdings XVI Ltd. Cayman Islands Dissolved 30-Jun-03
123. Enron Brazil Power Holdings XVII Ltd. Cayman Islands Dissolved 30-Jun-03
124. Enron Brazil Power Investments 19 Ltd. Cayman Islands Dissolved 21-May-03
125. Enron Brazil Power Investments 21 Ltd. Cayman Islands Dissolved 19-Jun-02
126. Enron Brazil Power Investments 22 Ltd. Cayman Islands Dissolved 19-Jun-02
127. Enron Brazil Power Investments 23 Ltd. Cayman Islands Dissolved 19-Jun-02
128. Enron Brazil Power Investments 24 Ltd. Cayman Islands Dissolved 19-Jun-02
129. Enron Brazil Power Investments 25 Ltd. Cayman Islands Dissolved 19-Jun-02
130. Enron Brazil Power Investments I Ltd. Cayman Islands Dissolved 17-Jun-02
131. Enron Brazil Power Investments IV Ltd. Cayman Islands Dissolved 21-May-03
132. Enron Brazil Power Investments IX Ltd. Cayman Islands Dissolved 19-Jun-02
133. Enron Brazil Power Investments XIII Ltd. Cayman Islands Dissolved 19-Jun-02
134. Enron Brazil Power Investments XIV Ltd. Cayman Islands Dissolved 21-May-03
135. Enron Brazil Power Investments XV Ltd. Cayman Islands Dissolved 30-Jun-03
136. Enron Brazil Power Investments XVI Ltd. Cayman Islands Dissolved 20-Feb-03
137. Enron Brazil Power Investments XVII Ltd. Cayman Islands Dissolved 30-Jun-03
138. Enron Broadband Services Belgium S.p.r.l. Belguim Dissolved 13-May-03
139. Enron Broadband Services Deutschland GmbH Germany Dissolved 13-May-03
140. Enron Broadband Services of Virginia, Inc. VA Dissolved 12-Sep-03
141. Enron Cambay Exploration & Production Company Cayman Islands Dissolved 28-May-03
142. Enron Capital & Trade Resources Korea Corp. DE Dissolved 02-Jan-03
143. Enron Capital & Trade Resources Korea Corp. - Korean Branch Korea Dissolved 02-Jan-03
144. Enron Caribbean Jamaica Barges Ltd. Netherlands Dissolved 19-Jun-02
145. Enron Caribe I Ltd. Cayman Dissolved 19-Jun-02
146. Enron Caribe IV Holdings Ltd. Cayman Dissolved 19-Jun-02
147. Enron Caribe IV Ltd. Cayman Dissolved 19-Jun-02
148. Enron Caribe VII Holdings Ltd. Cayman Dissolved 19-Jun-02
149. Enron Caribe VII Ltd. Cayman Dissolved 19-Jun-02
150. Enron China Gas Pipelines Ltd. Cayman Dissolved 01-Oct-02
151. Enron China Gas Transport Holdings Ltd. Cayman Dissolved 01-Oct-02
152. Enron China Gas Transport Ltd. Cayman Dissolved 01-Oct-02
153. Enron China Ltd. Cayman Dissolved 01-Oct-02
154. Enron China Power Holdings Ltd. Cayman Dissolved 23-Apr-03
155. Enron China Services LLC DE Dissolved 10-Oct-02
R-4
ENTITY JURISDICTION STATUS STATUS DATE
------ ------------ ------ -----------
156. Enron CI-GH Pipeline Ltd. Cayman Dissolved 04-Nov-02
157. Enron Clean Fuels (div. of Enron Ventures Corp.) N/A Dissolved 17-Jul-02
158. Enron Coal Asia Pacific Pty Limited Australia Dissolved 01-Mar-03
159. Enron Coal Company DE Dissolved 16-Oct-02
160. Enron Coal Pipeline Company DE Dissolved 16-Oct-02
161. Enron Colombia Inc. - Colombia Branch Colombia Cancelled 17-Oct-03
162. Enron Comercializadora de Energia Ltda. - Rio Branch Brazil Dissolved 17-Dec-01
163. Enron Comercializadora de Energia Ltda. - Salvador Branch Brazil Dissolved 17-Dec-01
164. Enron CPO Finance I, Inc. DE Dissolved 19-Dec-02
165. Enron CPO Finance II, Inc. TX Dissolved 19-Dec-02
166. Enron CPO Holdings Intermediate, L.P. DE Dissolved 19-Dec-02
167. Enron CPO Partners I, L.P. DE Dissolved 19-Dec-02
168. Enron CPO Partners II, Inc. DE Dissolved 19-Dec-02
169. Enron Credit Operations Limited England Dissolved 08-Oct-02
170. Enron Development (Philippines) Ltd. Cayman Dissolved 17-Jan-03
171. Enron Development Corp. - UK Branch England Dissolved 14-May-03
172. Enron Development Spain Ltd. Cayman Dissolved 29-May-02
173. Enron Development Turkey Ltd. Cayman Dissolved 26-May-03
174. Enron Development Vietnam L.L.C. DE Dissolved 06-Nov-02
175. Enron Direct UK Limited England Dissolved 08-Oct-02
176. Enron Directors One Limited England Dissolved 08-Apr-03
177. Enron Directors Two Limited England Dissolved 29-Apr-03
178. Enron Direkt GmbH Germany Dissolved 13-May-03
179. Enron Distributed Energy Solutions, LLC DE Dissolved 10-Feb-03
180. Enron Distribution Services Company, LLC DE Dissolved 02-Jun-03
181. Enron Dominicana LNG Holdings Ltd. Cayman Islands Dissolved 08-Sep-03
182. Enron DRI Development Holdings Ltd. Cayman Dissolved 17-Jan-03
183. Enron DRI Development Ltd. Cayman Dissolved 17-Jan-03
184. Enron Ecuador Transportation Holdings Ltd. Cayman Dissolved 19-Jun-02
185. Enron Ecuador Transportation Ltd. Cayman Dissolved 19-Jun-02
186. Enron Egypt Power Ltd. Cayman Dissolved 25-Apr-03
187. Enron El Salvador Power Holdings Ltd. Cayman Dissolved 19-Jun-02
188. Enron El Salvador Power Ltd. Cayman Dissolved 19-Jun-02
189. Enron Electric (Bolivia) Ltd. Cayman Dissolved 19-Jun-02
190. Enron Electrica de Venezuela Holdings Ltd. Cayman Dissolved 24-May-02
191. Enron Electrica de Venezuela I Ltd. Cayman Islands Dissolved 28-Dec-01
192. Enron Electrica de Venezuela Ltd. Cayman Islands Dissolved 24-May-02
193. Enron Energia de Bolivia Holdings Ltd. Cayman Dissolved 17-Jan-03
194. Enron Energia de Bolivia Investments Ltd. Cayman Dissolved 17-Jan-03
195. Enron Energy Marketing Colombia Ltd. Cayman Dissolved 19-Jun-02
196. Enron Energy Services Belgium B.V.B.A. Belguim Dissolved 13-May-03
197. Enron Energy Services Capital Corp. DE Dissolved 22-Nov-02
198. Enron Energy Services Deutschland GmbH Germany Dissolved 13-May-03
R-5
ENTITY JURISDICTION STATUS STATUS DATE
------ ------------ ------ -----------
199. Enron Energy Services Norway A.S. Norway Dissolved 17-Feb-03
200. Enron Energy Services Puerto Rico Corporation Puerto Rico Dissolved 08-Aug-03
201. Enron Equipment Company DE Dissolved 15-Aug-02
202. Enron Europe (Sites) Holdings Limited England Dissolved 15-Apr-03
203. Enron Europe (Sites) No. 2 Limited England Dissolved 15-Apr-03
204. Enron Europe EPC Services England Dissolved 19-Aug-03
205. Enron Europe Severnside (No. 2) Limited England Dissolved 15-Apr-03
206. Enron Europe Severnside Holdings Limited England Dissolved 14-Apr-03
207. Enron Export Sales Ltd. Barbados Dissolved 16-Apr-03
208. Enron Financial Limited England Dissolved 03-Jun-03
209. Enron Finland Energy Oy Finland Dissolved 29-Sep-03
210. Enron Fuels Caribbean, L.P. DE Dissolved 20-Aug-03
211. Enron Fuels Company I, LLC DE Dissolved 20-Aug-03
212. Enron Fuels Company II, LLC DE Dissolved 20-Aug-03
213. Enron Fuels Services India Ltd. Mauritius Dissolved 07-Jun-02
214. Enron Gamma Operations Ltd. Cayman Dissolved 24-Apr-03
215. Enron Gas de Venezuela I Ltd. Cayman Dissolved 24-May-02
216. Enron Gas de Venezuela Ltd. Cayman Islands Dissolved 04-May-02
217. Enron Gas Trade & Processing Holdings Ltd. Cayman Dissolved 19-Jun-02
218. Enron Gas Trade & Processing Ltd. (NEW) Cayman Islands Dissolved 19-Jun-02
219. Enron Ghana Holdings Ltd. Cayman Dissolved 30-Jun-03
220. Enron Ghana Investments Ltd. Cayman Dissolved 30-Jun-03
221. Enron Ghana Ltd. Cayman Dissolved 30-Jun-03
222. Enron Ghana Power Holdings Ltd. Cayman Dissolved 01-Oct-02
223. Enron Global Semiconductor Services, L.P. DE Dissolved 26-Aug-03
224. Enron Guatemala Renewables Ltd. Cayman Dissolved 17-Jun-03
225. Enron Gulf Coast Gathering Limited Partnership DE Dissolved 26-Jun-03
226. Enron Hong Kong Investments Ltd. Cayman Dissolved 24-Apr-03
227. Enron Hong Kong LLC DE Dissolved 29-Aug-02
228. Enron Inchon Power Holdings Ltd. Cayman Dissolved 01-Oct-02
229. Enron India Natural Gas, Inc. DE Dissolved 21-Oct-02
230. Enron India Power Ltd. Cayman Dissolved 24-Apr-03
231. Enron India Regional Development Ltd. Mauritius Dissolved 07-Jun-02
232. Enron Indonesia Gas Ltd. Cayman Dissolved 01-Oct-02
233. Enron Indonesia Pipeline Ltd. Cayman Islands Dissolved 01-Oct-02
234. Enron Intelligence Exchange Cayman Dissolved 13-Nov-02
235. Enron International Argentina Transmission Investment Ltd. Cayman Dissolved 04-Jul-02
236. Enron International Argentina Transmission Ltd. Cayman Dissolved 04-Jul-02
237. Enron International Asia Pacific Ltd. Cayman Dissolved 17-Jan-03
238. Enron International Australia Capital Ltd. Cayman Dissolved 17-Jan-03
239. Enron International Australia Gas Ltd. Cayman Dissolved 17-Jan-03
240. Enron International Australia Ltd. Cayman Dissolved 31-Mar-03
241. Enron International Bach Ho Ltd. Cayman Dissolved 01-Oct-02
R-6
ENTITY JURISDICTION STATUS STATUS DATE
------ ------------ ------ -----------
242. Enron International Bahrain Ltd. Cayman Dissolved 17-Jan-03
243. Enron International Bangladesh Ltd. Cayman Dissolved 04-Jan-02
244. Enron International China Clean Energy Ltd. Cayman Dissolved 04-Nov-02
245. Enron International China Gas Ltd. Cayman Dissolved 24-Apr-03
246. Enron International Coastal Development Ltd. Mauritius Dissolved 07-Jun-02
247. Enron International Costa Rica Holdings Ltd. Cayman Dissolved 29-Mar-02
248. Enron International CPO, Inc. DE Dissolved 19-Dec-02
249. Enron International CPO, L.P. DE Dissolved 19-Dec-02
250. Enron International CR Holdings Ltd. Cayman Dissolved 04-Jul-02
251. Enron International CR Ltd. Cayman Islands Dissolved 29-Mar-03
252. Enron International Eastern India Operations Ltd. Mauritius Dissolved 13-Jun-02
253. Enron International Europe Corp. DE Dissolved 10-Oct-02
254. Enron International Gansu Gas Ltd. Cayman Dissolved 17-Jan-03
255. Enron International Gas Sales Company DE Dissolved 07-Oct-02
256. Enron International Guatemala Ltd. Cayman Dissolved 17-Jun-03
257. Enron International Hainan Pipeline Ltd. Cayman Dissolved 17-Jan-03
258. Enron International Haripur Ltd. Cayman Dissolved 04-Nov-02
259. Enron International Japan, LLC DE Dissolved 19-Dec-02
260. Enron International Johannesburg Ltd. Cayman Dissolved 01-Oct-02
261. Enron International Kelatan Development Ltd. Cayman Islands Dissolved 01-Oct-02
262. Enron International Korea Energy Ltd. Cayman Islands Dissolved 01-Oct-02
263. Enron International Korea Investments Ltd. Cayman Dissolved 17-Jan-03
264. Enron International Korea Operating Services Corp. DE Dissolved 19-Dec-02
265. Enron International Korean Steel Company Ltd. Cayman Dissolved 17-Jan-03
266. Enron International Latin America Investments Ltd. Cayman Dissolved 04-Jul-02
267. Enron International Latin America Ltd. Cayman Dissolved 04-Jul-02
268. Enron International Mariana Holdings Ltd. Cayman Dissolved 27-Feb-03
269. Enron International Mariana L.L.C. DE Dissolved 06-Feb-03
270. Enron International Mariana Power Inc. Northern Mariana Islands Dissolved 11-Dec-02
271. Enron International MHC Kannur Ltd Mauritius Dissolved 13-Jun-02
272. Enron International Mongolia Investments Ltd. Cayman Dissolved 01-Oct-02
273. Enron International Mongolia Ltd. Cayman Dissolved 01-Oct-02
274. Enron International Morocco Ltd. Cayman Dissolved 24-Apr-03
275. Enron International Nigeria Gas Ltd. Cayman Dissolved 01-Oct-02
276. Enron International Nigeria Ltd. Cayman Dissolved 17-Jan-03
277. Enron International North America Asset Management Corp. DE Dissolved 13-Nov-02
278. Enron International North Bengal Holding Co. Ltd. Cayman Dissolved 04-Nov-02
279. Enron International Philippines Energy Ltd. Cayman Dissolved 17-Jan-03
280. Enron International Philippines Gas Ltd Cayman Islands Dissolved 01-Oct-02
281. Enron International Philippines Pipelines Ltd. Cayman Islands Dissolved 01-Oct-02
282. Enron International Pipegas MHC Ltd. Mauritius Dissolved 19-Jun-02
283. Enron International Rio Investments 1997 Ltd. Cayman Dissolved 17-Jan-03
284. Enron International Siam Power Ltd. Cayman Dissolved 01-Oct-02
R-7
ENTITY JURISDICTION STATUS STATUS DATE
------ ------------ ------ -----------
285. Enron International Sichuan Gas Investments Ltd. Cayman Dissolved 17-Jan-03
286. Enron International Sichuan Hydroelectric Ltd. Cayman Dissolved 17-Jan-03
287. Enron International Taiwan Ltd. Cayman Dissolved 17-Jan-03
288. Enron International Thai-Gen Holdings Ltd. Cayman Dissolved 17-Jan-03
289. Enron International Thailand Ltd. Cayman Dissolved 17-Jan-03
290. Enron International Thai-Lao Holdings Ltd. Cayman Dissolved 17-Jan-03
291. Enron International Tianjin Power Ltd. Cayman Dissolved 01-Oct-02
292. Enron International Tuas Ltd. Cayman Dissolved 17-Jan-03
293. Enron International Uganda Ltd. Cayman Dissolved 17-Jan-03
294. Enron International Xiamen PTA Ltd. Cayman Dissolved 17-Jan-03
295. Enron International Zambia Holdings Ltd. Cayman Dissolved 01-Oct-02
296. Enron International Zambia Investments Ltd. Cayman Dissolved 01-Oct-02
297. Enron Japan Corp. Japan Dissolved 30-Sep-02
298. Enron Japan Funding Corp. Japan Dissolved 30-Sep-02
299. Enron Japan Marketing Corp. Japan Dissolved 30-Sep-02
300. Enron Japan Strategic Investments Ltd. Cayman Dissolved 24-Apr-03
301. Enron Jebel Ali Power Ltd. Cayman Dissolved 25-Apr-03
302. Enron Jubail Power Ltd. Cayman Dissolved 17-Jan-03
303. Enron Korea Anyang/Buchon Power Ltd. Cayman Dissolved 24-Apr-03
304. Enron Korea Gas Holdings Ltd. Cayman Dissolved 04-Nov-02
305. Enron Korea Gas Investments LLC DE Dissolved 10-Oct-02
306. Enron Korea Seosan Power Ltd. Cayman Dissolved 01-Oct-02
307. Enron KP3 Limited England Dissolved 07-Mar-03
308. Enron Liquid Hydrocarbons Latin America, Inc. DE Dissolved 20-Aug-03
309. Enron LNG Atlantic Ltd. Cayman Dissolved 13-Nov-02
310. Enron LNG Holdings Ltd. Cayman Dissolved 04-Nov-02
311. Enron LNG Investments Ltd. Cayman Dissolved 04-Nov-02
312. Enron LNG Japan Ltd. Cayman Dissolved 13-Nov-02
313. Enron LNG Middle East Ltd. Cayman Dissolved 13-Nov-02
314. Enron LNG Services Ltd. Cayman Dissolved 04-Nov-02
315. Enron Louisiana Transportation Company DE Dissolved 20-Aug-02
316. Enron Malaysia Power Holdings Ltd. Cayman Dissolved 01-Oct-02
317. Enron Mariana Holdings Corp. DE Dissolved 19-Dec-02
318. Enron Mariana Power L.L.C. DE Dissolved 19-Dec-02
319. Enron Media Services, L.P. DE Dissolved 26-Aug-03
320. Enron Mexico Corp. DE Dissolved 02-Dec-02
321. Enron Mexico Holdings III L.L.C. DE Dissolved 02-Jan-03
322. Enron Mexico Holdings IV L.L.C. DE Dissolved 02-Jan-03
323. Enron Mexico Holdings XIV, L.L.C. DE Dissolved 12-Dec-02
324. Enron Mexico Holdings XV, L.L.C. DE Dissolved 12-Dec-02
325. Enron Mexico Holdings XVI, L.L.C. DE Dissolved 12-Dec-02
326. Enron Mexico Holdings XVII, L.L.C. DE Dissolved 12-Dec-02
327. Enron Mexico Holdings XVIII, L.L.C. DE Dissolved 12-Dec-02
R-8
ENTITY JURISDICTION STATUS STATUS DATE
------ ------------ ------ -----------
328. Enron Mexico Risk Management, L.L.C. DE Dissolved 12-Dec-02
329. Enron MHC Ennore Ltd. Mauritius Dissolved 19-Jun-02
330. Enron MHC Gas Distribution Ltd. Mauritius Dissolved 19-Jun-02
331. Enron MHC Tamil Nadu Company Mauritius Dissolved 19-Jun-02
332. Enron Minerals Company DE Dissolved 16-Oct-02
333. Enron Minority Development Corp. DE Dissolved 09-May-03
334. Enron Morocco Ltd. Cayman Dissolved 01-Oct-02
335. Enron Nigeria O&M Limited Nigeria Dissolved 01-Mar-03
336. Enron Norway Invest Inc. DE Dissolved 21-Aug-02
337. Enron Oil & Gas China International Ltd. Cayman Dissolved 09-May-02
338. Enron Oil & Gas China International Ltd. - Beijing
representative office China Dissolved 13-May-02
339. Enron Olympus Cayman 1 Ltd. Cayman Dissolved 29-May-02
340. Enron Olympus Cayman 2 Ltd. Cayman Dissolved 29-May-02
341. Enron Olympus Cayman 3 Ltd. Cayman Dissolved 29-May-02
342. Enron Olympus Holdings, Inc. DE Dissolved 07-Oct-02
343. Enron Oman Commodity Ltd. Cayman Dissolved 25-Apr-03
344. Enron Oman Cooling Ltd. Cayman Dissolved 25-Apr-03
345. Enron Oman Gas II Ltd. Cayman Dissolved 25-Apr-03
346. Enron Oman Gas Ltd. Cayman Dissolved 25-Apr-03
347. Enron Oman Gas Pipeline Operations Ltd. Cayman Dissolved 25-Apr-03
348. Enron Oman Services Ltd. Cayman Dissolved 25-Apr-03
349. Enron Operating Services Corp. DE Dissolved 19-Dec-02
350. Enron Operations, L.P. DE Dissolved 09-Oct-03
351. Enron Panama Energy Services Ltd. Cayman Dissolved 24-Apr-03
352. Enron Paysandu Development Ltd. Cayman Dissolved 04-Jul-02
353. Enron Paysandu Holdings Ltd. Cayman Dissolved 30-Sep-02
354. Enron Peru Distribution Ltd. Cayman Dissolved 04-Jul-02
355. Enron Peru Transportation Ltd. Cayman Dissolved 04-Jul-02
356. Enron Philippines Hydroelectric Holdings Ltd. Cayman Dissolved 17-Jan-03
357. Enron Philippines Hydroelectric Power Ltd. Cayman Dissolved 17-Jan-03
358. Enron Pipeline Construction Company - India, Limited
Partnership Cayman Dissolved 02-Aug-02
359. Enron Pipeline Uruguay Ltd. Cayman Dissolved 04-Jul-02
360. Enron Power Construction (Brasil) Ltda. - Cuiaba/Mato
Grosso Branch Brazil Dissolved 12-May-03
361. Enron Power Construction (Brasil) Ltda. - Rio Branch Brazil Dissolved 12-May-03
Palestinian Autonomous
362. Enron Power Construction Company - Gaza Strip Branch Territories Dissolved 08-Oct-03
363. Enron Power Honduras S. de R. L. de C. V. Honduras Terminated 25-Aug-03
364. Enron Power International Ltd. Cayman Dissolved 04-Jul-02
365. Enron Power Limited England Dissolved 16-Sep-03
366. Enron Power Mato Grosso do Sul Holdings Ltd. Cayman Dissolved 17-Jan-03
367. Enron Power Mato Grosso do Sul Ltd. Cayman Dissolved 17-Jan-03
368. Enron Power Oil Supply Corp. DE Dissolved 19-Jan-03
369. Enron PSB Marketing Holdings II Ltd. Cayman Dissolved 17-Jan-03
R-9
ENTITY JURISDICTION STATUS STATUS DATE
------ ------------ ------ -----------
370. Enron PSB Marketing Holdings Ltd. Cayman Dissolved 17-Jan-03
371. Enron PSB Marketing Investments Ltd. Cayman Dissolved 17-Jan-03
372. Enron Puerto Suarez Holdings Ltd. Cayman Dissolved 17-Jan-03
373. Enron Puerto Suarez Investments Ltd. Cayman Dissolved 17-Jan-03
374. Enron Realty Advisors, Inc. DE Dissolved 10-Jul-03
375. Enron Renovation & Modernization MHC Ltd. Mauritius Dissolved 19-Jun-02
376. Enron Reserve Holdings Turks and Caicos Islands Dissolved 28-Jan-03
377. Enron Russia Development, Inc. DE Dissolved 16-Dec-02
378. Enron S. A. Holdings Ltd. Cayman Dissolved 17-Jan-03
379. Enron S. A. Investments Ltd. Cayman Dissolved 17-Jan-03
380. Enron Sacramento Basin, L.L.C. DE Dissolved 02-Jan-03
381. Enron SAM Border Ltd. Cayman Dissolved 07-Apr-03
382. Enron Saudi Energy Ltd. Cayman Dissolved 25-Apr-03
383. Enron Saudi Holdings Ltd. Cayman Dissolved 25-Apr-03
384. Enron SB Operations & Maintenance Limited England Dissolved 05-Aug-03
385. Enron Servicios de Electricidad Colombia Ltd. Cayman Dissolved 04-Nov-02
386. Enron Servicios de Electricidad Holdings Ltd. Cayman Dissolved 13-Nov-02
387. Enron Servicios Energeticos Holdings Ltd. Cayman Dissolved 17-Jan-03
388. Enron Servicios Energeticos Ltd. Cayman Dissolved 17-Jan-03
389. Enron Servicos de Energia Ltda. Brazil Dissolved 26-Dec-02
390. Enron Shuweihat Power Company Cayman Dissolved 17-Jan-03
391. Enron Siam Energy Holdings Ltd. Cayman Dissolved 01-Oct-02
392. Enron Siam Energy Ltd. Mauritius Dissolved 01-Jul-02
393. Enron Sichuan Holdings Ltd. Cayman Dissolved 01-Oct-02
394. Enron Sichuan Investments Ltd. Cayman Dissolved 01-Oct-02
395. Enron Sichuan Ltd. Cayman Dissolved 04-Nov-02
396. Enron Soc Trang Power Holdings I Ltd. Cayman Dissolved 24-Apr-03
397. Enron Soc Trang Power Holdings II Ltd. Cayman Dissolved 24-Apr-03
398. Enron Soc Trang Power Holdings, Ltd. Cayman Dissolved 24-Apr-03
399. Enron South Africa Ltd. Cayman Dissolved 17-Jan-03
400. Enron South Asia LLC DE Dissolved 19-Dec-02
401. Enron Sports Corp. DE Dissolved 28-Aug-03
402. Enron Taiwan Power Holdings Ltd. Cayman Dissolved 04-Nov-02
403. Enron Taweelah Power Company Cayman Dissolved 17-Jan-03
404. Enron Technology Trading, Inc. DE Dissolved 12-Dec-02
405. Enron Termoflores Ltd. Cayman Dissolved 04-Jul-02
406. Enron Thai Holdings Ltd. Cayman Dissolved 04-Nov-02
407. Enron Thailand Ltd. Cayman Dissolved 04-Nov-02
408. Enron Trading Limited Cayman Islands Dissolved 06-Jun-03
409. Enron Transport and Storage, a division of TW N/A Dissolved 13-May-03
410. Enron Transportation Services Ltd. Cayman Dissolved 21-May-03
411. Enron Turkey Corp. DE Dissolved 21-Aug-02
412. Enron Venezolana de Calibracion Holdings Ltd. Cayman Dissolved 24-May-02
R-10
ENTITY JURISDICTION STATUS STATUS DATE
------ ------------ ------ -----------
413. Enron Venezolana de Calibracion Ltd. Cayman Dissolved 24-May-02
414. Enron Venezuela Energy Services Ltd. Cayman Dissolved 24-Apr-03
415. Enron Venezuela Services, Inc. DE Dissolved 17-Jan-02
416. Enron VenSteel Ltd. Cayman Islands Dissolved 28-Dec-01
417. Enron Victoria Power Ltd. Cayman Dissolved 17-Jan-03
418. Enron Vietnam BR Investments Ltd. Cayman Dissolved 04-Nov-02
419. Enron Vietnam Power Ltd. Cayman Dissolved 04-Nov-02
420. Enron Washington, Inc. DE Dissolved 07-Oct-02
421. Enron West Africa Pipeline Ltd. Cayman Dissolved 17-Jan-03
422. Enron West Africa Power Ltd. Cayman Dissolved 17-Jan-03
423. Enron Wind Funding LLC DE Dissolved 08-Nov-02
424. Enron Wind Indian Mesa I LLC DE Dissolved 08-Nov-02
425. Enron Wind Indian Mesa II LLC DE Dissolved 08-Nov-02
426. Enron Wind Indian Mesa III LLC DE Dissolved 08-Nov-02
427. Enron Wind Midwest LLC DE Dissolved 15-Aug-02
428. Enron Wind Overseas Contractors Limited England Dissolved 22-Jul-03
429. Enron Wind Overseas Maintenance Limited England Dissolved 22-Jul-03
430. Enron Wind Palm Springs LLC DE Dissolved 15-Nov-02
431. Enron Wind Southwest Texas I LLC DE Dissolved 08-Nov-02
432. Enron Wind Texas Panhandle I LLC DE Dissolved 08-Nov-02
433. Enron Xcelerator Services Operations, Inc. DE Dissolved 02-Dec-02
434. Enron Xcelerator Services, Inc. DE Dissolved 02-Dec-02
435. EnSerCo Offshore, L.L.C. DE Dissolved 29-Aug-03
436. EnSerCo, Inc. DE Dissolved 27-May-03
437. EOC Human Resources Division (div of Enron Operations
Services Corp.) N/A Dissolved 13-May-03
438. EOC Legal Group Division (div of Enron Operations Services
Corp.) N/A Dissolved 13-May-03
439. EOGI - China, Inc. DE Dissolved 27-Aug-02
440. EOGI China Company Cayman Islands Dissolved 09-Oct-03
441. ET Power 2 LLC DE Dissolved 09-May-03
442. European Power Investments Limited England Dissolved 22-Apr-03
443. Finance & Accounting Division (div of Enron Operations
Services Corp.) N/A Dissolved 13-May-03
444. Fulton Power I, L.L.C. DE Dissolved 15-Sep-03
445. Gazoduc du Benin Cayman Dissolved 01-Oct-02
446. Gazoduc du Benin Holding Ltd. Cayman Dissolved 01-Oct-02
447. Geneval Ltd. Cayman Islands Dissolved 28-Dec-01
448. G-Future, L.L.C. DE Dissolved 23-Oct-02
449. Global Division of EOC (div of Enron Operations Services
Corp.) N/A Dissolved 13-May-03
450. Godwit 1 Limited England Dissolved 01-Jul-03
451. Godwit 10 Limited England Dissolved 01-Jul-03
452. Godwit 11 Limited England Dissolved 22-Jul-03
453. Godwit 12 Limited England Dissolved 01-Jul-03
454. Godwit 13 Limited England Dissolved 01-Jul-03
455. Godwit 14 Limited England Dissolved 01-Jul-03
R-11
ENTITY JURISDICTION STATUS STATUS DATE
------ ------------ ------ -----------
456. Godwit 15 Limited England Dissolved 01-Jul-03
457. Godwit 16 Limited England Dissolved 01-Jul-03
458. Godwit 17 Limited England Dissolved 01-Jul-03
459. Godwit 18 Limited England Dissolved 01-Jul-03
460. Godwit 19 Limited England Dissolved 01-Jul-03
461. Godwit 2 Limited England Dissolved 01-Jul-03
462. Godwit 20 Limited England Dissolved 01-Jul-03
463. Godwit 21 Limited England Dissolved 01-Jul-03
464. Godwit 22 Limited England Dissolved 01-Jul-03
465. Godwit 23 Limited England Dissolved 01-Jul-03
466. Godwit 24 Limited England Dissolved 01-Jul-03
467. Godwit 25 Limited England Dissolved 29-Jul-03
468. Godwit 26 Limited England Dissolved 15-Jul-03
469. Godwit 27 Limited England Dissolved 15-Jul-03
470. Godwit 28 Limited England Dissolved 01-Jul-03
471. Godwit 29 Limited England Dissolved 01-Jul-03
472. Godwit 3 Limited England Dissolved 15-Jul-03
473. Godwit 30 Limited England Dissolved 29-Jul-03
474. Godwit 31 Limited England Dissolved 01-Jul-03
475. Godwit 32 Limited England Dissolved 23-Sep-03
476. Godwit 33 Limited England Dissolved 23-Sep-03
477. Godwit 34 Limited England Dissolved 08-Jul-03
478. Godwit 35 Limited England Dissolved 01-Jul-03
479. Godwit 36 Limited England Dissolved 01-Jul-03
480. Godwit 37 Limited England Dissolved 01-Jul-03
481. Godwit 38 Limited England Dissolved 01-Jul-03
482. Godwit 39 Limited England Dissolved 01-Jul-03
483. Godwit 4 Limited England Dissolved 15-Jul-03
484. Godwit 40 Limited England Dissolved 01-Jul-03
485. Godwit 41 Limited England Dissolved 09-Sep-03
486. Godwit 42 Limited England Dissolved 01-Jul-03
487. Godwit 43 Limited England Dissolved 01-Jul-03
488. Godwit 44 Limited England Dissolved 01-Jul-03
489. Godwit 45 Limited England Dissolved 01-Jul-03
490. Godwit 46 Limited England Dissolved 01-Jul-03
491. Godwit 47 Limited England Dissolved 01-Jul-03
492. Godwit 48 Limited England Dissolved 01-Jul-03
493. Godwit 49 Limited England Dissolved 14-Oct-03
494. Godwit 5 Limited England Dissolved 01-Jul-03
495. Godwit 6 Limited England Dissolved 01-Jul-03
496. Godwit 7 Limited England Dissolved 01-Jul-03
497. Godwit 8 Limited England Dissolved 01-Jul-03
498. Godwit 9 Limited England Dissolved 01-Jul-03
R-12
ENTITY JURISDICTION STATUS STATUS DATE
------ ------------ ------ -----------
499. Gotham Energy, L.L.C. DE Dissolved 15-Sep-03
500. Gotham Land Development Company, LLC DE Dissolved 15-Sep-03
501. G-Past, L.L.C. DE Dissolved 23-Oct-02
502. G-Present, L.L.C. DE Dissolved 23-Oct-02
503. Grand Slam Parking, Inc. DE Dissolved 07-Oct-02
504. Green Power Partners II LLC DE Dissolved 13-May-03
505. Grid Integrals Investment India Private Limited India, Maharashtra Dissolved 08-Jan-02
506. Grimes Development, LLC DE Dissolved 15-Sep-03
507. Guangdong LNG Holdings Cayman Island Dissolved 13-Nov-02
508. Gulf Coast Operations, a division of Enron Operations, L.P. N/A Dissolved 13-May-03
509. Half Dome LLC DE Dissolved 19-Dec-01
510. Hardcastle Power I, LLC DE Dissolved 15-Sep-03
511. Homestead Development Company, LLC DE Dissolved 15-Sep-03
512. Hoosier Land Development Company, L.L.C. DE Dissolved 15-Sep-03
513. Humboldt District Energy Facility, L.L.C. DE Dissolved 15-Sep-03
514. India Electric Maintenance Ltd. Cayman Islands Dissolved 04-Nov-02
515. Indian Mesa Power III LP DE Dissolved 15-Nov-02
516. Industrias Electricas de Ventane I Ltd. Cayman Islands Dissolved 28-Dec-01
517. Inversiones Electricas del Caribe Holdings Ltd. Cayman Islands Dissolved 24-May-02
518. Inversiones Electricas del Caribe Ltd. Cayman Islands Dissolved 24-May-02
519. Isle of Grain Limited England Dissolved 25-Mar-03
520. JEDI - Lewis Holdings, L.P. DE Dissolved 28-Oct-02
521. JEDI - Lewis, L.L.C. DE Dissolved 15-Oct-02
522. JEDI II Sacramento Basin, L.L.C. DE Dissolved 15-Oct-02
523. Kafus Environmental Industries Ltd. Not stated Dissolved 24-Jul-03
524. Lake Elsinore Advanced Pump Storage, L.L.C. DE Dissolved 15-Sep-03
525. Leaf River Pulp Company, LLC DE Dissolved 04-Jun-02
526. Legacy Land Development Company, L.L.C. DE Dissolved 15-Sep-03
527. LEXI, Inc. DE Dissolved 16-May-02
528. Liberty Land Development Company, L.L.C. DE Dissolved 15-Sep-03
529. LNG Energy, L.L.C DE Dissolved 12-May-02
530. Long Beach District Energy Facility, LLC DE Dissolved 15-Sep-03
531. Long Beach Power Distribution Company, LLC DE Dissolved 15-Sep-03
532. Los Banos Energy Facility, LLC DE Dissolved 15-Sep-03
533. Louisa Development Company, L.L.C. DE Dissolved 15-Sep-03
534. Mavrix Transportation Trading Corp. DE Dissolved 20-Aug-02
535. Memphis Junction Power I, LLC DE Dissolved 15-Sep-03
536. Merchant Energy Ventures II, LLC DE Dissolved 15-Sep-03
537. Mercury Technology Finance, L.L.C. DE Dissolved 24-Sep-02
538. Met Land Development Company, LLC DE Dissolved 15-Sep-03
539. Metgas Dholka Ltd. Cayman Islands Dissolved 24-Apr-03
540. Midwest Power Funding LLC DE Dissolved 08-Nov-02
541. Millenium Energy Ltd. Cayman Islands Dissolved 04-Jul-02
R-13
ENTITY JURISDICTION STATUS STATUS DATE
------ ------------ ------ -----------
542. Montague Development, LLC DE Dissolved 15-Sep-03
543. Mynydd Eleri Limited Cayman Islands Dissolved 27-Aug-02
544. Mynydd Gorddu Investment Company, LLC Cayman Islands Dissolved 27-Aug-02
545. NBIL I, L.L.C. DE Dissolved 19-Jun-02
546. NBIL II, L.L.C. DE Dissolved 19-Jun-02
547. NEPCO / DICK, A Joint Venture Not stated Dissolved 20-May-02
548. NEPCO Procurement Company, a division of Enron Equipment
Procurement N/A Dissolved 15-May-03
549. New Horizons Holdings Ltd. Cayman Islands Dissolved 17-Jan-03
550. North Haven Energy Park, L.L.C. DE Dissolved 15-Sep-03
551. OBI-1 Holdings, L.L.C. DE Dissolved 29-Aug-03
552. Oilfield Business Investments-1, L.L.C. DE Dissolved 29-Aug-03
553. Oita Power Limited Cayman Islands Dissolved 30-Jun-03
554. Oklahoma Power Partners L.L.C. DE Dissolved 08-Nov-02
555. One Summer Street CIF LLC DE Dissolved 10-Oct-02
556. Onondaga Cogeneration Limited Partnership NY Dissolved 15-Jul-03
557. Onondaga Energy Venture, L.L.C. DE Dissolved 12-Mar-03
558. Operaciones Energeticas del Peru S.A. Peru Dissolved 14-Jul-03
559. Operations Technical Support (div of Enron Operations
Services Corp.) N/A Dissolved 13-May-03
560. OTS Division (division of Enron Operations Services Corp.) N/A Dissolved 13-May-03
561. Pacific Northwest Power Partners I LLC DE Dissolved 28-Oct-02
562. Pacific Northwest Power Partners II LLC DE Dissolved 28-Oct-02
563. Pacific Northwest Power Partners III LLC DE Dissolved 28-Oct-02
564. Pacific Northwest Power Partners IV LLC DE Dissolved 28-Oct-02
565. Pacific Northwest Power Partners V LLC DE Dissolved 28-Oct-02
566. Pacific Northwest Power Partners VI LLC DE Dissolved 28-Oct-02
567. Painted Hills Power Partners I LLC DE Dissolved 08-Nov-02
568. Pakistan Construction Services, Inc. DE Dissolved 12-Aug-02
569. Palm Springs Power Partners LLC DE Dissolved 27-Aug-02
570. Patriot Land Development Company, L.L.C. DE Dissolved 15-Sep-03
571. Pikes Peak Power, L.L.C. DE Dissolved 15-Sep-03
572. Pleasanton Local Reliability Facility, L.L.C. DE Dissolved 15-Sep-03
573. Port Arthur Olefins, L.L.C. DE Dissolved 05-Feb-03
574. Portland General Property Holdings, Inc. TX Dissolved 30-Dec-02
575. Power Generation Investco, L.L.C. DE Dissolved 15-Sep-03
576. Power Technologies Investment India Private Limited India, Maharashtra Dissolved 08-Jan-02
577. Prairie Hawk, Inc. DE Dissolved 17-Dec-02
578. r2 Limited Bermuda Dissolved 23-Jun-02
579. Rocky Mountain Power Partners LLC DE Dissolved 08-Nov-02
580. Salus Media Inc. CA Dissolved 18-Oct-02
581. SII UK Limited England Dissolved 25-Nov-02
582. Silkroad Holdings, Ltd. Cayman Islands Dissolved 01-Oct-02
583. Southwest Texas Power Partners I LP DE Dissolved 08-Nov-02
R-14
ENTITY JURISDICTION STATUS STATUS DATE
------ ------------ ------ -----------
584. Sports Facilities, L.P. TX Dissolved 22-Apr-02
585. Sports Financing Corp. DE Dissolved 24-Apr-02
586. Sprague Energy Park, L.L.C. DE Dissolved 15-Sep-03
587. Superior Construction Company - Cayman Islands Branch Not stated Dissolved 26-May-03
588. Swee'P, L.L.C. DE Dissolved 12-Sep-02
589. TDE Mauritius Ltd. Mauritius Dissolved 19-Jun-02
590. Teesside Operations (Holdings) 4 Limited England Dissolved 03-Jun-03
591. Texas Panhandle Power Partners I LP DE Dissolved 08-Nov-02
592. The Bentley Company I DE Dissolved 08-Jul-02
593. The Meritus Foundation CA Dissolved 15-May-02
594. Tigre Trust DE Dissolved 13-Mar-03
595. Transborder Gas Services II Ltd. Cayman Islands Dissolved 26-May-03
596. Transborder Shipping Services Ltd. Cayman Islands Dissolved 26-May-03
597. Transgulf Pipeline Company FL Dissolved 01-Nov-02
598. Transportadora de Gas Oriental Holdings Ltd. Cayman Islands Dissolved 28-Dec-01
599. Transportadora de Gas Oriental Ltd. Cayman Islands Dissolved 28-Dec-01
600. Transportation Trading Services Company DE Dissolved 20-Aug-02
601. TSJ Co., L.L.C. DE Dissolved 10-Oct-02
602. TVC Communications Ltd. Cayman Islands Dissolved 04-Jul-02
603. Underwood Development Company, L.L.C. DE Dissolved 15-Sep-03
604. Verdenergia Enron de Puerto Rico, Inc. DE Dissolved 28-Oct-02
605. Visum Soft LLC DE Dissolved 28-Oct-02
606. Voyager Development Company, L.L.C. DE Dissolved 15-Sep-03
607. Vung Tau Power Ltd. Cayman Islands Dissolved 04-Nov-02
608. Water2Water Corp. DE Dissolved 09-May-03
609. Yamaguchi Power Limited Cayman Islands Dissolved 29-Jul-03
610. Zond Maine Development Corporation CA Dissolved 27-Dec-02
611. Zond Power Partners of Chandras LLC Cayman Islands Dissolved 27-Aug-02
612. Zond Power Partners of Megali Vrissi LLC Cayman Islands Dissolved 27-Aug-02
613. Zond Power Partners of Mynydd Gorddu LLC Cayman Islands Dissolved 27-Aug-02
R-15
EXHIBIT 1: CHAPTER 11 PLAN
EXHIBIT 1: CHAPTER 11 PLAN
[TO BE ADDED - REFER TO SEPARATE FILING OF SECOND AMENDED JOINT PLAN OF
AFFILIATED DEBTORS PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE,
DATED NOVEMBER 13, 2003]
Exh. 1-1
EXHIBIT 2: DISCLOSURE STATEMENT ORDER
EXHIBIT 2: DISCLOSURE STATEMENT ORDER
[TO BE ADDED]
Exh. 2-1
EXHIBIT 3: VOTING PROCEDURES ORDER
EXHIBIT 3: VOTING PROCEDURES ORDER
[TO BE ADDED]
Exh. 3-1