In Re Enron - Skadden 1st Fee App (DN 4492) .Main

John Wm. Butler, Jr.
Timothy P. Olson
SKADDEN, ARPS, SLATE, MEAGHER
& FLOM (ILLINOIS)
333 West Wacker Drive
Chicago, Illinois 60606
(312) 407-0700
- and D. J. Baker (DB 0085)
& FLOM LLP
Four Times Square
New York, New York 10036
(212) 735-3000
Special Counsel for Debtors and Debtors in Possession
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF NEW YORK
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:
:
In re
:
:
ENRON CORP., et al.,
:
:
Debtors.
:
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Chapter 11
Case No. 01-16034 (AJG)
Jointly Administered
FIRST APPLICATION OF SKADDEN, ARPS, SLATE,

MEAGHER & FLOM LLP AND ITS AFFILIATED LAW PRACTICES,
SPECIAL COUNSEL FOR ENRON CORP. AND CERTAIN OF ITS
SUBSIDIARIES, SEEKING ALLOWANCE OF INTERIM COMPENSATION
AND REIMBURSEMENT OF EXPENSES UNDER 11 U.S.C. 330 AND
331 FOR THE PERIOD DECEMBER 2, 2001 THROUGH MARCH 31, 2002
Name of Applicant:
Skadden, Arps, Slate, Meagher & Flom

LLP and Its Affiliate Law Practices
Authorized to Provide
Professional Services To:
Enron Corp. and certain of its

subsidiaries and affiliates
Date of Retention Order:
February 8, 2002
Period for which compensation

and reimbursement is sought:
December 2, 2001 through March 31, 2002
Amount of Voluntary Reduction in

Compensation and Reimbursement
of Charges and Disbursements:
$787,361
Amount of Compensation sought as

actual, reasonable and necessary:
$6,082,477
Amount of Expense Reimbursement

sought as actual, reasonable and
necessary:
$496,121
This is an:
interim
final application.
TIME SUMMARY TO FIRST INTERIM FEE APPLICATION OF

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
AND ITS AFFILIATED LAW PRACTICES
DECEMBER 2, 2001 - MARCH 31, 2002
Name
Year
of Admission
Rate1
Hours
Amount
PARTNERS
Robert S. Bennett
1965
$680
579.0
393,926
Carl S. Rauh
1965
$682
537.6
366,856
Peter A. Atkins
1968
$695
422.2
293,429
Saul M. Pilchen
1983
$522
539.3
281,411
J. Phillip Adams
1972
$674
315.3
212,601
Mark R. Filip
1991
$470
433.9
203,742
Lynn R. Coleman
1964
$580
290.3
168,374
Martin Klepper
1973
$610
178.4
108,745
1980
$680
142.4
96,814
Keith D. Krakaur
1984
$542
145.6
78,967
Fred T. Goldberg, Jr.
1973
$695
111.3
77,354
Alan G. Schiffman
1984
$650
99.6
64,740
Kenneth A. Gross
1975
$626
100.4
62,843
Alan Kriegel
1977
$608
96.0
58,338
The blended rates set forth for certain professionals reflect the average billing
rate for the entire Application Period and incorporate a reduced billing rate
for nonworking travel time.
3
Stuart N. Alperin
1976
$695
80.0
55,600
D. Jan Baker
1973
$695
71.0
49,345
Lance T. Brasher
1990
$503
94.2
47,355
Jonathan J. Lerner
1973
$695
35.5
24,673
Jerome S. Hirsch
1974
$643
38.2
24,569
Jeffrey S. Christie
1979
$580
27.7
16,066
Robert J. Del Tufo
1958
$675
20.8
14,040
Eric L. Cochran
1986
$630
15.5
9,765
John C. Quale
1971
$650
10.1
6,560
Jonathan B. Stone
1990
$545
11.9
6,486
Total Partners
4,396.2
$ 2,722,599
COUNSEL
Nancy J. McGlynn
1988
$463
529.9
245,129
Ivan A. Schlager
1989
$470
336.6
158,202
Philip McBride Johnson
1962
$695
99.4
69,083
Erich T. Schwartz
1983
$470
54.1
25,427
Ki P. Hong
1992
$470
30.7
14,429
1,050.7
512,270
Total Counsel
ASSOCIATES
David J. Goldstone
1994
$404
761.5
307,644
Vincent P. Schmeltz, III
1997
$357
622.2
222,072
Susan K. Declercq
1999
$302
639.0
193,100
Lee P. Garner
1995
$400
405.5
162,079
Timothy P. Olson
1996
$384
418.9
161,042
Michael R. Bergmann
1992
$441
345.3
152,283
Suzanne D. Strater
1994
$341
401.9
136,743
Erik Elsea
1998
$344
378.7
130,433
Steven J. Cleveland
1998
$334
296.0
98,879
Maria E. Douvas
1998
$351
274.8
96,360
Foreign
$378
232.6
88,026
Anand S. Raman
1995
$373
197.6
73,725
Armando Gomez
1994
$414
153.4
63,454
George H. Windecker, Jr.
1993
$430
129.9
55,857
Randall G. Reese
2001
$230
228.2
52,458
Douglas W. Swalina
1997
$322
158.9
51,228
Jessica A. Hough
1997
$380
103.4
39,292
Justin L. Heather
2001
$213
179.4
38,261
Amr Razzak
1998
$395
85.6
33,812
Ingo Scholz
Foreign
$355
93.5
33,215
Romina Weiss
1991
$460
54.3
24,978
David E. Carney
1999
$330
72.5
23,925
Ralph L Stengren
1997
$380
62.2
23,636
Lanelle K. Meidan
1999
$330
69.8
23,034
Scott D. Musoff
1994
$430
41.1
17,673
Beverly A. Farrell
2001
$230
69.8
16,054
John M. Beahn
1998
$365
41.2
15,038
Foreign
$395
33.8
13,351
1999
$330
40.4
13,332
Martin Ziessler
Ferdinand Von Rom

Keith A. Simon
Troy L. Olsen
1998
$365
32.9
12,009
Foreign
$430
27.2
11,696
Ralph L. Stengren
1997
$380
30.7
11,666
Gary W. Katz
1994
$415
26.0
10,790
Jena Q. Bridges
1997
$380
23.5
8,930
Rahman J. Harrison
1997
$295
21.3
6,284
Melissa F. Levine
1997
$380
15.2
5,776
Thomans W. Greenberg
1994
$430
11.7
5,031
James Hope
Total Associates
6,779.9
$ 2,433,166
PARAPROFESSIONALS
John McVicker
N/A
$160
632.8
101,248
Brian D. Flynn
N/A
$185
479.7
88,745
Maria Soto
N/A
$136
319.9
43,523
Michael B. McClellan
N/A
$110
348.5
38,335
Rose M. Rama
N/A
$141
149.5
21,040
Daniel S. Carlton
N/A
$110
182.5
20,075
Jeannette O. Shim
N/A
$150
124.1
18,615
Angeline M. Negron
N/A
$80
169.3
13,544
Daniel A. Mayer
N/A
$104
128.4
13,360
Neda Bolourchi
N/A
$150
71.2
10,680
Ruth Hassan
N/A
$130
77.5
10,075
Sarah E. Barr
N/A
$130
76.4
9,932
David J. Young
N/A
$150
42.5
6,375
Mark Ward
N/A
$185
39.4
7,289
Rebecca L. Anderson
N/A
$146
42.0
6,146
Gabrielle N. Biffar
N/A
$150
36.4
5,460
2,920.1
414,442
Total Paraprofessionals
TOTAL ALL PROFESSIONALS
15,146.9
$ 6,082,477
SUMMARY OF SERVICES RENDERED BY

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
AND ITS AFFILIATED LAW PRACTICES
DECEMBER 2, 2001 - MARCH 31, 2002
Activity
Hours
Fees
Regulatory/Investigative Matters (Congressional)
7,228.3
$ 2,778,134
Regulatory/Investigative Matters (Federal Non-FERC)
2,911.6
$ 1,282,443
Asset Dispositions (Power)
1,086.8
$ 472,191
Advice General Corporate and Board of Directors
604.1
$ 347,868
Retention/Fee Matters (SASM&F)
802.5
$ 329,907
Tax Matters
401.2
$ 228,403
1,040.0
$ 207,919
Project Advice/Transactions (Non-Debtor Businesses)
327.2
$ 161,623
Case Coord./Admin. with General Bankruptcy Counsel
339.4
87,260
Litigation Matters/Coordination (General)
169.3
73,785
72.9
44,812
105.3
38,671
Financing Matters (Debtor Entities)
23.5
8,930
Employee/Labor Matters
14.8
8,830
8.9
6,141
11.1
5,560
Nonworking Travel Time
Regulatory/Investigative Matters (State and Local)

Litigation Matters/Coordination (Non-Debtor Businesses)
Asset Dispositions (General)

Regulatory/Investigative Matters (Non-Debtor Businesses)
TOTAL
15,146.9
$ 6,082,477

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In re
:
:
:
:
Debtors.
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Chapter 11
Case Nos. 01-16034 (AJG)
FIRST APPLICATION OF SKADDEN, ARPS, SLATE,

MEAGHER & FLOM LLP AND ITS AFFILIATED LAW PRACTICES,
SPECIAL COUNSEL FOR ENRON CORP. AND CERTAIN OF ITS
SUBSIDIARIES, SEEKING ALLOWANCE OF INTERIM COMPENSATION
AND REIMBURSEMENT OF EXPENSES UNDER 11 U.S.C. 330 AND
331 FOR THE PERIOD DECEMBER 2, 2001 THROUGH MARCH 31, 2002
Skadden, Arps, Slate, Meagher and Flom LLP and its affiliated law
practices (collectively, Skadden, Arps or the Firm), special counsel for Enron
Corp. (Enron) and certain of its affiliated debtor entities (the Affiliate Debtors),
debtors and debtors-in-possession (Enron and the Affiliate Debtors collectively, the
Debtors) in the above-captioned cases (the Reorganization Cases), as well as for
certain of the non-Debtor subsidiaries and affiliates of the Debtors, equity of which is
held by the Debtors, submit this application (the Application) seeking allowance of
compensation and reimbursement of expenses pursuant to 11 U.S.C. 330 and 331
for the period from December 2, 2001 through March 31, 2002 (the Application
Period). Skadden, Arps submits this Application for (a) allowance of reasonable
compensation for professional services rendered by Skadden, Arps to the Debtors in
their Reorganization Cases and (b) reimbursement of actual and necessary charges
and disbursements incurred by Skadden, Arps in the rendition of required professional services on behalf of the Debtors. In support of this Application, Skadden,
Arps represents as follows:
BACKGROUND
1.
Commencing on December 2, 2001 (the Petition Date) and,
in some instances, periodically thereafter, Enron and the Affiliate Debtors filed
voluntary petitions in this Court for reorganization relief under chapter 11 of title 11
of the United States Code, 11 U.S.C. 101-1330, as amended (the Bankruptcy
Code). The Debtors continue to operate their business and manage their properties
as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy
Code. On December 3, 2001 and, in some cases, periodically thereafter, this Court
entered an order providing for the joint administration of the Reorganization Cases,
and these cases have been consolidated for procedural purposes only.
2.
Pursuant to its authority under section 1102 of the Bankruptcy
Code, (a) on December 12, 2001, the United States Trustee for the Southern District
of New York (the Trustee) appointed an official committee of unsecured creditors
(the Committee), and (b) on March 29, 2002, the Trustee appointed the Official
Employment Related Issues Committee.
3.
This Court has jurisdiction over this Application pursuant to
28 U.S.C. 157 and 1334. This is a core proceeding within the meaning of 28
U.S.C. 157(b)(2). Venue of these cases in this district is proper pursuant to 28
U.S.C. 1408 and 1409. The statutory predicates for the relief sought herein are
sections 330 and 331 of the Bankruptcy Code.
4.
This Application has been prepared in accordance with the
Amended Guidelines for Fees and Disbursements for Professionals in Southern

District of New York Bankruptcy Cases, adopted by the Court on April 19, 1995 (the
Local Guidelines) and the United States Trustee Guidelines for Reviewing
Applications for Compensation and Reimbursement of Expenses Filed Under 11
U.S.C. 330, adopted on January 30, 1996 (the UST Guidelines and, together with
the Local Guidelines, the Guidelines). Pursuant to the Local Guidelines, a
certification regarding compliance with the Guidelines is attached hereto as
Exhibit A.
5.
On April 26, 2002, this Court established the Enron Fee and
Expense Review Committee (the Fee Committee) to work with the professionals
retained by the Debtors estates to review and monitor the fees, charges and disbursements incurred by such professionals and develop procedures concerning the
4
establishment of professional budgets for these cases. Subsequently the Fee Committee has met formally with the professionals concerning the fee review and
budgeting procedures, which currently are scheduled for implementation no later
than July 1, 2002.
RETENTION OF SKADDEN, ARPS
6.
In December 2001, the Debtors applied (the Retention
Application) to the Court for an order approving the retention of Skadden, Arps, as
their special counsel, to perform legal services that were necessary to assist the
Debtors and their primary bankruptcy counsel, Weil, Gotshal & Manges LLP
(Section 327(a) General Counsel) in connection with certain corporate, financing,
litigation and arbitration, securities, tax, and other significant matters, including
assistance with energy projects throughout the world. Specifically, the Retention
Application provided that Skadden, Arps would provide the following professional
services to the Debtors:
(a)
advising the Company and assisting Section 327(a)
General Counsel in connection with any contemplated sales of assets or business
combinations as shall arise from time to time assigned by the Company to, and
accepted by, Skadden, Arps, including the negotiation of asset, stock purchase,
merger or joint venture agreements, the formulation and implementation of bidding
procedures, the evaluation of competing offers, the drafting of appropriate corporate
documents with respect to the proposed sales, and counseling the Company in
connection with the closing of such sales;
(b)
advising the Company on matters relating to the
renegotiation of the business affairs, contracts and relationships of Enron Corp.s
5
affiliates and/or subsidiaries with particular attention to affiliate relationships, project

contracts and the restructuring of various financing arrangements relating to foreign
energy projects and other advice related thereto;
(c)
advising the Company and assisting Section 327(a)
General Counsel in drafting a disclosure statement accompanying a plan of reorganization with respect to the Engagement matters;
(d)
providing non-bankruptcy advice to the Company: (i)
with respect to foreign energy projects; (ii) through its Board of Directors and
executive management in coordination with Section 327(a) General Counsel, with
respect to legal matters arising in or relating to the Companys ordinary course of
business including attendance at senior management meetings, meetings with the
Companys financial and turnaround advisors, and meetings of the Board of Directors; and (iii) with respect to such other matters as the Company and Section 327(a)
General Counsel deem appropriate under the circumstances;
(e)
representing the Company in connection with specific
investigations or regulatory matters involving branches and/or agencies of the United
States Government (including by way of illustration only, hearings and/or investigations initiated by the United States Congress, the Federal Energy Regulatory Commission, the Securities and Exchange Commission, and the Department of Justice),
as well as such matters involving any foreign or domestic state or local governmental
entity;
(f)
representing the Company in any litigation or arbitration matters in which Skadden, Arps has appeared as of the commencement of the
chapter 11 cases, and such other matters as shall arise from time to time assigned by
the Company to, and accepted by, Skadden, Arps;
(g)
attending meetings with third parties and participating
in negotiations with respect to the above matters;
(h)
appearing before the Bankruptcy Court, any district or
appellate courts, and the U.S. Trustee with respect to the matters referred to above;
and
(i)
performing the full range of services normally associated with matters such as those identified above as the Companys special counsel
6
which the Firm is in a position to provide in connection with the matters referred to
above.
7.
The scope of such services was clarified pursuant to a protocol
for allocation of legal work among Enron law firms, a portion of which relating to
Skadden, Arps was read into record at the February 8, 2002, hearing concerning
approval of the retention of Skadden, Arps. As read into the record, Skadden, Arps
disclosed to the Court that its services would be subject to the protocol, which
provided that Skadden, Arps would:
represent Enron, as requested by it (but not providing bankruptcy
services, except consistent with this protocol), with respect to: sales
of assets/businesses; restructuring of affiliate relationships and
financings, particularly foreign affiliates; Congressional and other
governmental investigations and regulatory matters; foreign energy
projects; through the Board of Directors and senior management and
in coordination with Weil Gotshal & Manges, legal matters relating to
ordinary course of business (including meetings with senior management and the Board of Directors); and corporate governance issues,
litigation/arbitration, and disclosure, coordinating with Weil Gotshal
& Manges to avoid duplication.
8.
On February 8, 2002, the Court entered an order (the Reten-
tion Order) authorizing the Debtors to employ Skadden, Arps as their special
counsel under the terms set forth in the Retention Application. On February 25,
2002, the Court entered an amended order (the Amended Retention Order),
clarifying certain terms of the Retention Order.2 The Retention Order and the
Amended Retention Order each provided that the retention of Skadden, Arps was
subject to the protocol read into the record at the February 8, 2002, hearing.
THE RETAINER AGREEMENT
9.
As set forth more fully in the Retention Application, the
Debtors entered into the Retainer Agreement with Skadden, Arps. Pursuant to the
Retainer Agreement, the Debtors retained Skadden, Arps as special counsel to
consult with and assist Section 327(a) General Counsel in connection with, among
other things, corporate transactions, litigation matters and governmental regulatory
and investigative matters of the kind for which Skadden, Arps has represented the
Debtors and on which Section 327(a) General Counsel will require assistance.
10.
Skadden, Arps has not drawn on the funds held in the retainer
account since December 2, 2001 (except as permitted by the Amended Retention

Order with respect to the payment of certain prepetition fees, charges and disbursements incurred on or prior to December 2, 2001) and continues to hold the remaining
balance of the funds to be applied to fees, charges and disbursements which remain
A copy of the Retention Order, the Amended Retention Order, the Retention
Application and affidavit in support of the Retention Application are attached
hereto as Exhibit B. The Retention Order incorporated the terms of a retainer
agreement dated November 30, 2001 (the Retainer Agreement) between
Skadden, Arps and the Debtors, a copy of which is attached to the affidavit
supporting the Retention Application found in Exhibit B.
8
unpaid as of the conclusion of the Reorganization Cases. As of June 13, 2002, the
amount in the Debtors account was $74,117.3
11.
In the Retention Application, the Debtors disclosed that
Skadden, Arps fees for professional services are based on its guideline hourly rates,
which are periodically adjusted. The Debtors also disclosed in the Retention
Application that Skadden, Arps charges and disbursements are invoiced pursuant to
Skadden, Arps Policy Statement Concerning Charges and Disbursements, a copy of
which is attached to the Retainer Agreement provided in Exhibit B hereto. Certain
charges and disbursements are not separately charged for under the bundled rate
structure as described in the Retention Application.
12.
Other than an arrangement between Skadden, Arps, Slate,
Meagher & Flom LLP and its affiliated law practices and their members, there is no
agreement or understanding between Skadden, Arps and any person for the sharing
of compensation to be received for services rendered in this case.
In the affidavit in support of the Retention Application, Skadden, Arps

disclosed that the balance in the Debtors account was $56,988 after satisfaction of statements rendered by Skadden, Arps for professional services
rendered and charges and disbursements incurred during the month of
November 2001. However, the actual amount of such statements was
$17,129 less than estimated at the time of filing of the Retention Application
and the affidavit in support thereof. Accordingly, the amount held in the
Debtors account currently is $74,117.
9
FEE PROCEDURES ORDERS

13.
On January 17, 2002, this Court entered the Fee Procedures
Order,4 on April 26, 2002, this Court entered the Supplemental Fee Procedures
Order,5 which, among other relief, supplemented the Fee Procedures Order and
established a fee review committee, and on May 24, 2002, this Court entered the
Second Supplemental Fee Procedures Order6 further supplementing and clarifying
the terms of the prior Fee Procedures Orders. Pursuant to the Fee Procedures Orders
and Section B.3 of the Local Guidelines, Skadden, Arps is submitting this Application to (a) the Debtors, (b) counsel for the Debtors, (c) the Office of the United States
Trustee for this district, (d) counsel to the Committee, (e) counsel to the co-adminis4
Administrative Order Pursuant to Sections 105(a) and 331 of the Bankruptcy

Code Establishing Procedures for Interim Compensation and Reimbursement
of Expenses of Professionals (Docket No. 981) (the Fee Procedures Order),
a copy of which is attached hereto as Exhibit C.
Order Supplementing Administrative Order Dated January 17, 2002 Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals By Establishing Fee Committee, Directing Preparation of Professional Budgets and Formatting for Presentation of Billing
Statements (Docket No. 3395) (the Supplemental Fee Procedures Order), a
copy of which is also attached hereto as Exhibit C.
Second Supplemental Order Regarding (A) Procedures for Interim Compensation and Reimbursement of Expenses and (B) Preparation of Professional
Budgets and Formatting for Presentation of Billing Statements (Docket No.
4010) (the Second Supplemental Fee Procedures Order and, collectively
with the Fee Procedures Order and the Supplemental Fee Procedures Order
the Fee Procedures Orders), a copy of which is also attached hereto as
Exhibit C.
10
trative agents for the Debtors secured lenders under the postpetition Revolving
Credit and Guaranty Agreement (the Postpetition Secured Lenders), and (f) the Fee
Review Committee.
OVERVIEW OF THE CASES
14.
Enron and the Affiliate Debtors, as well as their approximately
3,500 other direct and indirect subsidiaries that are not chapter 11 debtors (collectively, the Enron Companies), building upon knowledge gained in over 70 years of
experience in the energy business, have grown into a worldwide leader in products
and services related to the sale and delivery of natural gas, electricity and communications to wholesale and retail customers. As of the Petition Date, the Enron
Companies employed approximately 25,000 individuals throughout the world and
were recently ranked fifth on the Fortune 500 list of the largest U.S. corporations.
15.
For the fiscal year ended December 31, 2000, the Enron
Companies generated $101 billion in annual revenues on a consolidated basis. Based

on information set forth in the Form 10-Q filed on November 19, 2001 (the 10-Q)
for the quarter ended on September 30, 2001, the Enron Companies consolidated
books and records reflected assets totaling approximately $61 billion and liabilities
totaling approximately $52 billion.7
As indicated in the 10-Q, the numbers set forth above are unaudited.
11
16.
The Enron Companies divide their business operations into
four primary business units: Enron Wholesale Services, Enron Retail Services,
Enron Transportation Services, and Enron Global Services. The units comprise
wholesale and retail commodities trading, gas pipeline businesses and other global
services, including engineering, operation and construction of power facilities.
17.
The commencement of these Reorganization Cases was
precipitated by several events that occurred in the months leading up to the Petition
Date. On October 16, 2001, Enron announced its third quarter 2001 earnings results,
reporting a net loss for the quarter and significantly reducing shareholders equity.
This announcement caused a marked decrease in the share price of Enron common
stock and led to subsequent decreases in the Debtors credit ratings for long-term
debt. These events had the further effect of eroding investor confidence which, in
turn, created additional pressure upon the Debtors credit ratings and significantly
diminished the Debtors ability to raise capital.
18.
The situation was further exacerbated on October 22, 2001
when Enron announced that the Securities and Exchange Commission (the SEC)
had requested information relating to certain related-party transactions. The Debtors
subsequently undertook numerous actions as part of a strategic plan to restructure
and rehabilitate their financial condition.
12
19.
The cornerstone of that plan was a merger agreement by and
among Enron, Dynegy, Inc. (Dynegy) and certain related parties, dated November
9, 2001 (the Merger Agreement). The Merger Agreement was intended to assure
Enrons trading counterparties and the debt rating agencies that Enron was still an
investment grade credit risk because of its prospective merger with Dynegy.
However, Dynegy terminated the Merger Agreement, at which time Enron was
facing a severe liquidity crisis and faced the downgrade of its long-term debt rating
to below investment grade. Such a downgrade would have significantly undermined
one of Enrons core businesses. At such time, the Debtors concluded that the
commencement of these Reorganization Cases was in the best interests of all
stakeholders.
20.
The primary purpose of these Reorganization Cases has been
to provide the Debtors with protection from creditor action and to develop and
implement a comprehensive restructuring of the Debtors businesses, allowing the
Debtors to realign their capital structure and reposition their business.8
Skadden, Arps is one member of the team of skilled professionals retained by

the Debtors to assist in their reorganization effort. Reference in this Application to Skadden, Arps assistance to the Debtors during the Application
Period generally was part of a collaborative effort with the Debtors other
retained professionals, including Weil, Gotshal & Manges LLP; Andrews &
Kurth L.L.P.; Arnold & Porter; Batchelder & Partners, Inc.; The Blackstone
Group, L.P.; Brobeck, Phleger & Harrison LLP; Cadwalader, Wickersham &
(continued...)
13
21.
During the Application Period, the Debtors have accomplished
numerous objectives as part of their overall restructuring strategy. Among other

things, the Debtors have obtained financing to fund the Reorganization Cases and
have taken significant steps, with the assistance of their professional advisors, to
identify non-essential core assets and pursue the disposition of such assets. For
example, during the Application Period, the Debtors entered into an agreement with
UBS Warburg, the investment banking group of UBS AG, regarding Enrons North
American gas and electric trading operation and entered into an agreement to sell the
wind turbine manufacturing assets of Enron Wind Corp. to the Power Systems
business of General Electric Company, as well as rejecting numerous executory
contracts, disposing of certain other non-core assets, and taking other significant
steps in their restructuring process.
REQUESTED FEES AND REIMBURSEMENT OF DISBURSEMENTS
22.
As discussed herein, Skadden, Arps has played an important
role in assisting the Debtors with various transactional matters related to the Debtors
activities, including their efforts regarding the disposition of certain non-core assets,
(...continued)
Taft; Fergus, a law firm and Gary S. Fergus; Goodin, MacBride, Squeri,
Ritchie & Day, LLP; Kelley Drye & Warren LLP; LeBoeuf, Lamb, Greene &
Bacrae, LLP; Miller Thomson LLP; PricewaterhouseCoopers LLP; Susman
Godfrey L.L.P.; Togut, Segal & Segal LLP; and Wilmer, Cutler & Pickering.
14
and numerous investigations and regulatory matters involving branches and agencies
of the United States Government. As a result of its efforts during the Application
Period, Skadden, Arps now seeks interim allowance of (a) $6,082,477 in fees
calculated at the applicable guideline hourly billing rates of the Firms personnel
who have worked on the Reorganization Cases and (b) $496,121 in charges and
disbursements actually and necessarily incurred by Skadden, Arps while providing
services to the Debtors during the Application Period.
23.
This Application reflects a voluntary reduction by Skadden,
Arps in connection with each monthly statement in the aggregate amount of

$666,250, and an additional voluntary reduction in connection with this Application
in the amount of $121,111 to reflect, among other things, the elimination of all fees
related to most timekeepers billing less than $5,000 during the Application Period.
Accordingly, including the voluntary client accommodations in connection with each
monthly statement, Skadden, Arps is voluntarily reducing its fees by $750,156, or
approximately 10.9%, and its charges and disbursements by $37,205, or approximately 7.0%, for a total reduction of $787,361 for items Skadden, Arps normally
would bill its clients.9
Skadden, Arps believes that the amounts requested in this Application are
reasonable in relation to the services rendered. The amounts requested are
already reduced to reflect the client accommodations described herein. To
(continued...)
15
SUMMARY OF SERVICES RENDERED BY

SKADDEN, ARPS DURING THE APPLICATION PERIOD
24.
During the Application Period, Skadden, Arps worked closely
with the Debtors, Section 327(a) General Counsel, and the Debtors other professional advisors to implement the strategies described above to maximize the value of
the Debtors estates. As discussed herein, these services have been directed toward
the myriad tasks necessary to achieve this result.
25.
The amounts requested by this Application compare favorably
to fees, charges and disbursements incurred by other chapter 11 debtors in cases of

similar size, complexity and duration.
26.
At the commencement of the Reorganization Cases, Skadden,
Arps created twenty-eight (28) different matter numbers or subject matter categories,
which are in accordance with the Guidelines, to which its professionals assigned the
time billed by them, all of which are related to the tasks performed by Skadden, Arps
on behalf of the Debtors.10 All Skadden, Arps professionals kept a contemporaneous
record of time spent rendering such services and, consistent with the Guidelines,
(...continued)
the extent that a party objects to this Application, Skadden, Arps reserves the
right to recapture such client accommodations and seek up to the full amount
of fees actually incurred in connection with this engagement.
10
Exhibit D contains a table of all matter numbers used in these cases, as well
as a description of certain business statistics of Skadden, Arps in these cases.
16
separated tasks in billing increments of one-tenth (0.10) hour. The December

through March Monthly Statements,11 separated by matter number, are attached
hereto as Exhibit E. All of the services performed by Skadden, Arps have been legal
in nature and necessary for the proper administration of the Reorganization Cases.
27.
During the Application Period, Skadden, Arps devoted
approximately 67% of its time to the following two matters and incurred in excess of
$500,000 for each such matter: Regulatory/Investigative Matters (Congressional)
and Regulatory/Investigative Matters (Federal Non-FERC).
28.
Skadden, Arps devoted approximately 28% of its time during
the Application Period to the following six matters and incurred between $100,000
and $500,000 for each such matter: Asset Dispositions (Power); Advice General
Corporate and Board of Directors; Retention/Fee Matters (SASM&F); Tax Matters;
Nonworking Travel Time; and Project Advice/Transactions (Non-Debtor Businesses).
11
Pursuant to the Fee Procedures Order, Skadden, Arps monthly statements for
the months of December 2001 and January 2002 are combined in one
monthly statement. Additionally, pursuant to a request of the Office of the
United States Trustee in another large chapter 11 case pending in this district,
Skadden, Arps has reformatted its Monthly Statements attached to this
Application as Exhibit E to organize each matter chronologically, rather than
organizing each matter chronologically by timekeeper.
17
29.
Skadden, Arps devoted the remainder of its time to the
following eight matters and incurred less than $100,000 for each such matter: Case
Coordination/Administration with General Bankruptcy Counsel; Litigation Matters/Coordination (General); Regulatory/Investigative Matters (State and Local);
Litigation Matters/Coordination (Non-Debtor Businesses); Financing Matters
(Debtor Entities); Employee/Labor Matters; Asset Dispositions (General); and
Regulatory/Investigative Matters (Non-Debtor Businesses).
MATTERS OVER $500,000
A.

30.
During the Application Period, Skadden, Arps has devoted
substantial time and effort to providing advice and guidance to the Debtors with
respect to numerous investigations (the Congressional Investigations) by the One
Hundred and Seventh Congress of the United States (the Congress). Skadden,
Arps has been the Debtors primary advisor with respect to the Congressional
Investigations and the Firm has provided significant assistance to the Debtors in
understanding and responding to such investigations.
31.
Skadden, Arps work under this matter has encompassed a
broad range of activities to aid the Debtors in responding to the ever-expanding

number of Congressional Investigations. In the early stages of the Reorganization
Cases, Skadden, Arps attorneys closely monitored the developments of many
18
Congressional committees, frequently by attending hearings of relevant committees

and meeting with Congressional staff. Skadden, Arps attorneys also assisted the
Debtors in-house attorneys in analyzing the early Congressional document requests
and providing initial responses. Throughout the Application Period, Skadden, Arps
attorneys also advised the Debtors concerning public relations issues related to the
Congressional Investigations.
32.
Skadden, Arps involvement in the management of the
Debtors in-house document production process has been significant. As such,

Skadden, Arps aided in the organization of and has provided extensive support to the
Debtors document Response and Production Team (the RAP Team), which is
directly responsible for producing documents to Congress, Congressional committees and the many other federal agencies that are investigating the Debtors.
33.
Skadden, Arps also has worked closely with the RAP Team to
assist them in producing documents to governmental entities in a timely manner. In

order to handle the significant document production needs created by the many
Congressional and other investigations progressing concurrently, Skadden, Arps
personnel have aided the RAP Team in streamlining their document review processes
and optimizing their use of relevant computer systems. These efforts have assisted
the Debtors in developing an efficient and cost-effective process for producing
documents to the various requesting entities on a timely basis.
19
34.
Attorneys from Skadden, Arps also have assisted the Debtors
with respect to other aspects of the Congressional Investigations. For example,

Skadden, Arps attorneys have represented the Debtors in connection with various
interviews of current and former employees of the Debtors by several different
Congressional staff members relating to benefits, compensation and retirement plan
issues. Skadden, Arps also has prepared witnesses for and attended Congressional
hearings involving testimony by current and former employees on those and other
issues.
35.
In addition, Skadden, Arps has dedicated significant time and
effort assisting the Debtors regarding tax investigations being conducted by the
Senate Committee on Finance and the Joint Committee on Taxation (collectively, the
Congressional Committees). The Congressional Committees seek to review
federal tax returns and related information and employee benefit and compensation
programs of the Debtors and related non-Debtor entities. As part of their investigation, the Congressional Committees have made requests to the Debtors for the
production of voluminous documents.
36.
In response, Skadden, Arps attorneys researched numerous
issues and entered into extensive negotiations with the Congressional Committees
regarding disclosure of the documents and information that they desired. These
negotiations culminated in a disclosure agreement between the Congressional
20
Committees and Enron which was executed on March 7, 2002 (the Disclosure
Agreement).
37.
The Congressional Committees have made various inquiries
and document requests under the Disclosure Agreement, and Skadden, Arps has
provided significant assistance to the Debtors in identifying and producing relevant
documents in response to such inquiries and requests. The initial group of documents requested pursuant to the Disclosure Agreement was produced to the Congressional Committees on April 5, 2002. The compilation and production of further
responsive documents by the Debtors, with the assistance of Skadden, Arps, is
ongoing.
38.
In addition, paraprofessionals at Skadden, Arps were responsi-
ble for obtaining information and monitoring all developments involving the
Congressional Investigations. On a daily basis, Skadden, Arps personnel monitored
all Enron-related actions, announcements, public hearings, statements and legislation
by various committees of the United States House of Representatives, including the
following: Agriculture; Education and Workforce; Energy and Commerce; Financial
Services; Government Reform; Judiciary; Resources; Transportation and Infrastructure; and Ways and Means. Paraprofessionals also monitored similar developments
with respect to several committees of the United States Senate, including the
following: Agriculture; Banking; Housing and Urban Affairs; Commerce; Science
21
and Transportation; Energy and Natural Resources; Finance; Governmental Affairs;

Health, Education, Labor and Pensions; and Judiciary.
39.
Further, Skadden, Arps paraprofessionals were responsible for
obtaining testimony and transcripts from hearings on the Congressional Investigations, maintaining calendars of relevant dates regarding the Congressional Investigations and maintaining files of materials relating to the Debtors issued by members of
Congress or Congressional committees. Briefing materials regarding Congressional
developments were prepared and distributed on a frequent basis in order to keep
Skadden, Arps attorneys informed about the progress of recent developments.
40.
In connection with the foregoing services, Skadden, Arps
professionals expended 7,228.3 hours for which Skadden, Arps seeks compensation
of $2,778,134. An itemized breakdown of the services rendered to the Debtors is
attached as Exhibit E-1. A general breakdown of these services is as follows:
NAMES
HOURS
VALUE
Robert S. Bennett
446.6
$310,387
Carl S. Rauh
420.4
$292,178
David J. Goldstone
479.6
$206,228
Nancy J. McGlynn
362.7
$170,469
Ivan A. Schlager
336.6
$158,202
Lynn R. Coleman
263.1
$152,598
Saul M. Pilchen
272.2
$148,349
22
Susan K. Declercq
440.1
$145,233
344.1
$130,758
Mark R. Filip
224.9
$111,326
Peter A. Atkins
154.8
$107,586
Lee P. Garner
212.4
$88,146
J. Phillip Adams
102.8
$71,446
Erik Elsea
181.8
$66,357
80.6
$56,017
126.2
$52,373
Douglas W. Swalina
98.8
$36,062
Suzanne D. Strater
92.0
$34,960
Steven J. Cleveland
82.0
$29,930
John M. Beahn
41.2
$15,038
Justin L. Heather
50.3
$11,569
Randall G. Reese
33.9
$7,797
Rahman J. Harrison
21.3
$6,284
Martin Klepper
6.7
$4,355
Kenneth A. Gross
5.8
$3,654
David E. Carney
10.7
$3,531
Jessica A. Hough
7.1
$2,698
Troy L. Olsen
7.1
$2,592
Timothy P. Olson
5.6
$2,212
1.4
$973
Fred T. Goldberg, Jr.

Armando Gomez
23
Paraprofessionals
2,315.5
$348,827
TOTAL
7,228.3
$2,778,134
B.

41.
During the Application Period, the Debtors required Skadden,
Arps assistance in monitoring and responding to various regulatory and investigative matters related to various federal governmental entities. Time spent on such
matters which was not related to investigations or regulatory inquiries by the
Congress or the Federal Energy Regulatory Commission was billed to this matter.
The work completed during the Application Period has been in response to a number
of different investigations, the most significant of which are detailed below.
42.
Skadden, Arps has devoted substantial time to advising the
Debtors with respect to matters relating to governmental investigations of its taxqualified retirement and savings plans (the Tax-Qualified Plans) and other benefit
arrangements (collectively with the Tax-Qualified Plans, the Benefit Plans). At the
outset of the Reorganization Cases, Skadden, Arps devoted considerable effort to the
development and investigation of the relevant facts. As part of this process,
Skadden, Arps professionals reviewed applicable documentation and interviewed
numerous witnesses. Skadden, Arps attorneys also devoted significant time and
effort to the negotiation of separate agreements with the DOL and State Street Bank
and Trust Company (State Street). These agreements, including proposed amend24
ments thereto, related to the terms and conditions under which the Debtors consented
to the removal of the existing fiduciaries responsible for Tax-Qualified Plans and the
appointment of State Street in their place. The agreements also required the completion of additional subsidiary projects, such as the preparation of plan amendments
and communications to affected parties.
43.
Skadden, Arps work with respect to the Debtors Benefit
Plans also required the completion of a variety of other related assignments. The
most significant of the myriad tasks included preparing witnesses for testimony
before governmental bodies, monitoring other testimony relating to the Benefit
Plans, coordinating document production in response to subpoenas from the DOL
and other governmental entities and responding to numerous requests from the
Debtors legal and human resources employees for information and advice relating to
the operation of the Benefit Plans in light of the pending governmental investigations. As part of these services, Skadden, Arps also assisted the Debtors by coordinating and overseeing on-site visits by representatives of the DOL in connection with
document production to the DOL.
44.
Skadden, Arps also provided the Debtors with significant
assistance in investigating and responding to allegations made by former employees.

For example, Skadden, Arps attorneys researched certain allegations made regarding
the business practices of Enron Energy Services (EES). In the process, attorneys
25
from Skadden, Arps completed extensive interviews of relevant current and former
employees of EES and the Debtors and other factual due diligence.
45.
Skadden, Arps also has provided the Debtors with a great deal
of support in coordinating an investigation into alleged document shredding occurring at the Debtors headquarters. This assistance culminated in an FBI search of the
Debtors headquarters. Skadden, Arps professionals aided the Debtors by facilitating
the FBI in conducting their search as quickly and with as little disruption to the
Debtors business operations as possible. Skadden, Arps also advised the Debtors
regarding issues such as providing guidance to employees, preserving documents and
responding to numerous FBI document requests. Attorneys from Skadden, Arps
worked in conjunction with FBI personnel during their search to protect the Debtors
interests by avoiding any direct review of privileged documents.
46.
Skadden, Arps also has assisted the Debtors in responding to
document requests from the Commodity Futures Trading Commission (the CFTC)
and the Department of Justice (the DOJ). Skadden, Arps attorneys have assisted
the Debtors employees in locating, reviewing and producing responsive documents
to the CFTCs and the DOJs subpoenas and document requests. Such assistance has
required Skadden, Arps to provide extensive advice to the Debtors in-house legal
counsel with respect to investigatory processes.
26
47.
At the Debtors request, Skadden, Arps also assisted the
Debtors with respect to due diligence focusing on several matters related to one of
their non-Debtor subsidiaries. These matters primarily dealt with such subsidiarys
business operations, the amendment of certain contracts with significant customers,
and certain human resources issues.
48.
Skadden, Arps personnel devoted significant time and effort to
conducting an extensive review of the issues referenced above, necessitating travel

by certain Skadden, Arps professionals to the non-Debtor subsidiarys corporate
headquarters. As part of the due diligence, Skadden, Arps attorneys conducted
interviews of more than fifteen current and former employees of the non-Debtor
subsidiary and reviewed numerous documents.
49.
Finally, during the Application Period, Skadden, Arps
attorneys also assisted and advised the Debtors concerning inquiries made and
investigations or proceedings initiated by various other governmental agencies,
including the SEC, the Federal Communications Commission, the Internal Revenue
Service and the Pension Benefit Guaranty Corporation. In connection with these
matters, Skadden, Arps has assisted the Debtors with responding to subpoenas,
producing documents responsive to the inquiries, and providing testimony before
certain of such agencies.
27
50.
of $1,282,443. An itemized breakdown of the services rendered to the Debtors is
NAMES
HOURS
VALUE
Michael R. Bergman
280.1
$128,846
Saul M. Pilchen
212.8
$115,976
Maria E. Douvas
251.5
$91,798
Suzanne D. Strater
224.6
$85,348
David J. Goldstone
184.1
$79,163
202.5
$76,950
Mark R. Filip
143.3
$70,934
97.9
$68,041
Keith D. Krakaur
116.5
$67,570
Nancy J. McGlynn
139.9
$65,753
Steven J. Cleveland
163.8
$59,787
Lee P. Garner
139.0
$57,685
Carl S. Rauh
72.9
$50,666
Stuart N. Alperin
63.8
$44,341
Susan K. Declercq
80.7
$26,631
Robert S. Bennett
37.6
$26,132
34.6
$24,047
103.0
$23,690
Phillip McBride Johnson
Justin L. Heather
28
Jerome S. Hirsch
32.5
$22,588
David E. Carney
61.8
$20,394
Peter A. Atkins
21.8
$15,151
Troy L. Olsen
25.8
$9,417
Erich T. Schwartz
18.9
$8,883
Douglas W. Swalina
19.7
$7,191
John C. Quale
10.1
$6,565
Kenneth A. Gross
7.6
$4,788
Alan Kriegel
3.8
$2,394
Martin Klepper
1.2
$780
159.8
$20,937
2,911.6
$1,282,443
Paraprofessionals
TOTAL
MATTERS OVER BETWEEN $100,000 AND $500,000

C.

51.
During the Application Period, Skadden, Arps professionals
devoted time to assisting the Debtors in addressing and resolving certain issues
relating to the exit of certain of the Debtors businesses and sales of non-core assets.
Time spent working on the sale of assets relating to the Debtors power businesses
was billed to this matter. Skadden, Arps represented the Debtors with respect to
assets in three primary locales Germany, Guam and the Philippines.
52.
Skadden, Arps has spent a substantial amount of time during
the Application Period inquiring into certain issues arising out of sales transactions
29
entered into one of the Debtors indirect subsidiaries, at the request of the Board of
Directors of Enron. Skadden, Arps attorneys have conducted a comprehensive
review with respect to those issues in the context of matters under governmental
investigation, which has included an examination of significant transactional
documents and numerous interviews with key personnel.
53.
Skadden, Arps attorneys also directed their attention to a
review of certain transactional opportunities with respect to business operations and

assets located in Guam. Skadden, Arps provided advice with respect to a contemplated transactions with respect to the Debtors interest in a limited liability company, which required Skadden, Arps attorneys to complete due diligence and
research regarding certain issues arising in the negotiation of those possible deals.
54.
Finally, Skadden, Arps also advised the Debtors and certain of
their non-Debtor affiliates with respect to a potential transfer of two power stations
located in the Philippines (the Philippine Transaction). In that process, Skadden,
Arps attorneys coordinated closely with the relevant Enron entities, their other
professionals and third parties to evaluate the Philippine Transaction and conducted
extensive diligence of the business operations and researched numerous issues
related to, among others, securities and corporate law questions. Further, Skadden,
Arps negotiated the terms of and drafted documents necessary for the consummation
of the Philippine Transaction. In addition, Skadden, Arps also advised the Debtors
30
on strategies for the repayment of certain loans and notes related to these two power
stations.
55.
of $472,191. An itemized breakdown of the services rendered to the Debtors is
NAMES
HOURS
VALUE
Martin Ziessler
213.1
$84,175
Anand S. Raman
157.7
$65,444
92.0
$59,800
147.8
$53,947
Alan Kriegel
85.4
$53,802
Ralph L. Stengren
92.9
$35,302
Amr Razzak
85.6
$33,812
Ingo Scholz
88.5
$32,302
Martin Klepper
42.3
$27,495
Ferdinand Von Rom
33.8
$13,351
Jonathan B. Stone
11.9
$6,486
Robert S. Bennett
2.7
$1,877
Erich T. Schwartz
2.1
$987
Paraprofessionals
31.0
$3,410
1,086.8
$472,191
Alan G. Schiffman
Erik Elsea
TOTAL
31
D.

56.
During the Application Period, attorneys at Skadden, Arps
have been intimately involved in numerous issues relating to the operation and
management of the Debtors business and corporate governance issues the Debtors
faced. Skadden, Arps also facilitated the prompt resolution by the Debtors of a
number of general corporate issues surrounding the commencement of the Debtors
chapter 11 cases and the financial and business strategies associated therewith.
57.
In connection with the filing of the Reorganization Cases,
Skadden, Arps provided advice to the Debtors and their boards of directors concerning various regulatory filings and financial reporting obligations with the SEC,
including the preparation of various public filings.
58.
Skadden, Arps professionals also assisted the Debtors and
Enrons Board of Directors with addressing various corporate governance matters.

Such assistance included (a) attending several Board of Directors meetings and
drafting minutes with respect thereto, (b) providing advice to the compensation,
executive and restructuring committees of Enrons Board of Directors with respect to
various issues, and (c) advising the Debtors on various other corporate governance
planning matters.
59.
Skadden, Arps also advised the Debtors concerning the
Debtors development of a director selection protocol to be utilized in connection

32
with the Debtors selection of new members for Enrons Board of Directors. Finally,
Skadden, Arps advised the Debtors and Enrons Board of Directors concerning the
Debtors consideration and selection of a turnaround candidate to guide the Debtors
through their restructuring.
60.
professionals expended 604.1 hours for which Skadden, Arps seeks compensation of
$347,868. An itemized breakdown of the services rendered to the Debtors is
NAMES
HOURS
Peter A. Atkins
VALUE
216.0
$150,120
Kenneth A. Gross
46.4
$29,232
D. Jan Baker
30.3
$21,059
Robert S. Bennett
25.7
$17,862
Michael R. Bergmann
36.7
$16,882
Lynn R. Coleman
27.2
$15,776
Erich T. Schwartz
33.1
$15,557
KI P. Hong
30.7
$14,429
Eric L. Cochran
15.5
$9,765
Carl S. Rauh
12.3
$8,549
9.5
$6,603
Melissa F. Levine
15.2
$5,776
Thomans W. Greenberg
11.7
$5,031
33
Nancy J. McGlynn
10.6
$4,982
Stuart N. Alperin
6.6
$4,587
Susan K. Declercq
10.5
$3,465
Jonathan J. Lerner
3.9
$2,711
Saul M. Pilchen
4.8
$2,616
Erik Elsea
6.4
$2,336
Timothy P. Olson
1.7
$672
Maria E. Douvas
1.7
$621
David J. Goldstone
1.2
$516
Suzanne D. Strater
1.2
$452
Paraprofessionals
45.2
$8,269
604.1
$347,868
TOTAL
E.
Retention/Fee Matters SASM&F

61.
At the commencement of the Reorganization Cases, the
Debtors retained various professionals to advise the Debtors and their non-Debtor
affiliates during the Reorganization Cases. Skadden, Arps assisted with the preparation of appropriate documentation and pleadings to assist the Debtors with their
retention of Skadden, Arps. Skadden, Arps also prepared a response to the limited
objection by the Wiser Oil Company to Skadden, Arps retention as counsel to Enron
North America Corp.
62.
In connection with its retention by the Debtors, Skadden, Arps
disclosed that it is currently representing various clients in matters related to the

34
Debtors (the Other Matters), but unrelated to the matters for which Skadden, Arps
is retained as special counsel in the Reorganization Cases (the Special Counsel
Matters). After consultation with the United States Trustee, Skadden, Arps devoted
time to establishing formal screening procedures to ensure that there are no communications or exchanges of confidences, secrets or material non-public knowledge
concerning such matters. Information regarding these formal screening procedures
was subsequently distributed to all Skadden, Arps personnel working on either the
Other Matters or the Special Counsel Matters.
63.
Also in connection with its retention as special counsel to the
Debtors, Skadden, Arps conducted an extensive relationship search prior to being

retained. After being retained, Skadden, Arps supplemented its initial search results
as additional relevant entities were identified to Skadden, Arps by the Debtors or
Section 327(a) General Counsel and as additional entities filed notices of appearance
in the Reorganization Cases. To date, Skadden, Arps has searched its client databases with respect to over 1,900 entities related to the Reorganization Cases. During
the Application Period, Skadden, Arps also supplemented its initial search results
through the distribution of a questionnaire to the Firms approximately 1,700
attorneys worldwide. Based on the results of the supplemental relationship searches
and the distribution of the questionnaire, Skadden, Arps prepared and filed two
supplemental affidavits disclosing such results during the Application Period.
35
64.
NAMES
HOURS
Timothy P. Olson
VALUE
319.4
$126,163
75.1
$52,195
Martin Klepper
70.8
$46,020
192.4
$44,252
D. Jan Baker
36.7
$25,507
Keith A. Simon
39.4
$13,002
Gary W. Katz
20.8
$8,632
Peter A. Atkins
10.8
$7,506
3.2
$2,224
33.9
$4,407
802.5
$329,907
Randall G. Reese
Carl S. Rauh
Paraprofessionals
TOTAL
F.
Tax Matters
65.
Skadden, Arps has provided the Debtors with assistance in
responding to issues arising with the Internal Revenue Service (the IRS) during the
Application Period. Early in the Application Period, Skadden, Arps advised the
Debtors in developing a strategic plan for responding to the IRS and issues related to
36
IRS audits of the Debtors. This process required Skadden, Arps to coordinate with
appropriate personnel of the Debtors and to review those transactions and operations
of the Debtors in question.
66.
In addition, the IRS has made numerous information docu-
ment requests to the Debtors. Skadden, Arps has assisted the Debtors in reviewing
such requests and locating responsive documents and researching legal issues related
thereto. Skadden, Arps and the Debtors have provided the IRS with responses to
certain of the requests and continue to work on responding to the remaining requests.
67.
NAMES
HOURS
VALUE
J. Phillip Adams
193.7
$134,622
Jessica A. Hough
96.3
$36,594
Romina Weiss
54.3
$24,978
Fed T. Goldberg, Jr.
30.7
$21,337
Armando Gomez
26.2
$10,873
401.2
$228,403
TOTAL
37
G.

68.
were required to travel to attend meetings with the Debtors senior management and
to represent the Debtors with respect to witness testimony in connection with various
governmental investigations. Skadden, Arps professionals also were required to
travel to provide assistance to the Debtors as requested in other locations throughout
the United States and abroad, including at the Debtors corporate headquarters in
Houston, Texas. Skadden, Arps professionals allocated time spent traveling but not
otherwise working to a separate billing matter.
69.
of $207,919, which amount reflects a fifty percent (50%) reduction from Skadden,
Arps guideline hourly rates. An itemized breakdown of the services rendered to the
Debtors is attached as Exhibit E-7. A general breakdown of these services is as
follows:
NAMES
HOURS
VALUE
David J. Goldstone
92.1
$19,801
Susan K. Declercq
107.7
$17,771
Suzanne D. Strater
84.1
$15,979
75.6
$14,364
38
Saul M. Pilchen
45.9
$12,508
Mark R. Filip
44.6
$11,039
Steven J. Cleveland
50.2
$9,162
Robert S. Bennett
24.4
$8,479
Anand S. Raman
39.9
$8,279
Erik Elsea
42.7
$7,793
Martin Klepper
22.2
$7,215
Carl S. Rauh
19.5
$6,776
Douglas W. Swalina
37.1
$6,771
Michael R. Bergman
28.5
$6,555
J. Phillip Adams
18.8
$6,533
Lee P. Garner
29.9
$6,204
Keith D. Krakaur
18.9
$5,481
Timothy P. Olson
22.4
$4,424
Maria E. Douvas
21.6
$3,942
Nancy J. McGlynn
16.7
$3,925
Martin Ziessler
19.5
$3,851
Justin L. Heather
26.1
$3,002
6.2
$2,155
Alan Kriegel
6.8
$2,142
Jerome S. Hirsch
5.7
$1,981
Lance T. Brasher
4.5
$1,159
Ingo Scholz
5.0
$913
Kenneth A. Gross
1.3
$410
39
Armando Gomez
1.0
$208
Paraprofessionals
121.1
$9,102
1,040.0
$207,919
TOTAL
H.

70.
Skadden, Arps devoted significant time during the Application
Period to advising the Debtors with respect to issues and transactions involving
certain non-Debtor affiliates of Enron. Timekeepers recording time to this matter
separately allocated their time among various sub-matters, including: Dabhol Power
Company; DPC Political Risk Insurance; TGS Political Risk Insurance; and Vengas.
71.
One such non-Debtor affiliate was Dabhol Power Company
(Dabhol). Skadden, Arps attorneys provided advice regarding various issues under
certain financing documents and a proposed transaction involving Dabhol. This
included advice regarding securities and other issues, including assisting the Debtors
with responses to certain court orders obtained by those secured lenders which
enjoined Dabhol from filing for bankruptcy protection and appointed a receiver for
Dabhols assets. These issues required Skadden, Arps attorneys to draft and review
numerous documents, conduct due diligence and participate in daily conference calls,
involving other legal counsel and personnel of Dabhol, during the Application
Period.
40
72.
Skadden, Arps also advised the Debtors regarding certain
insurance policies held by their non-Debtor affiliates. In particular, Skadden, Arps

was asked to provide guidance regarding the ability of Enron or its affiliates to make
a claim under any of multiple political risk insurance policies due to certain events
arising in Argentina. In response, Skadden, Arps attorneys in multiple offices
reviewed the relevant insurance policies and researched appropriate foreign legal
provisions governing the terms of those policies to provide advice to the Debtors.
Finally, Skadden, Arps advised the Debtors concerning an investigation in Venezuela
involving a non-Debtor subsidiary.
73.
NAMES
HOURS
George H. Windecker, Jr.
VALUE
129.9
$55,857
Lance T. Brasher
89.7
$46,196
Martin Klepper
30.4
$19,760
Jeffrey S. Christie
27.7
$16,066
James Hope
27.2
$11,696
Keith D. Krakaur
10.2
$5,916
7.6
$4,940
Alan G. Schiffman
41
Saul M. Pilchen
1.0
$545
Paraprofessionals
3.5
$647
327.2
$161,623
TOTAL
MATTERS LESS THAN $100,000

I.
Case Coord./Admin. with General Bankruptcy Counsel

74.
Skadden, Arps also devoted resources to the efficient and
expeditious administration of these Reorganization Cases and to coordination with

Section 327(a) General Counsel and other counsel to the Debtors during the Application Period. Work performed under this category generally may be grouped as
follows: (a) coordination with other professionals; (b) advice with respect to the
administration of the Reorganization Cases; and (c) general case administration.
75.
Skadden, Arps attorneys have consistently strived to coordi-
nate their efforts and, more generally, the efforts of the Firm on behalf of the Debtors
with the Debtors other professionals. In particular, Skadden, Arps has worked
closely with Section 327(a) General Counsel to harmonize our joint representation of
the Debtors, including participation in periodic status conferences with Section
327(a) General Counsel and other of the Debtors professionals to coordinate the
efforts of all estate professionals in providing advice and assistance to the Debtors.
Where appropriate, Skadden, Arps and the Debtors other professionals have divided
tasks to avoid unnecessary duplication of our efforts. In so doing, Skadden, Arps has
42
attempted to ensure that these highly-complex cases are administered as efficiently

and economically as possible.
76.
Furthermore, Skadden, Arps attorneys have performed other
case management functions. Skadden, Arps attorneys have reviewed various public
documents and pleadings to remain current on the status of the Reorganization Cases
in order to be best able to coordinate Skadden, Arps representation of the Debtors.
In addition, Skadden, Arps attorneys have attended meetings with and had various
other contacts with the Debtors management and the Committee with regards to
Skadden, Arps representation of the Debtors, as it relates to the Debtors other
professionals. Skadden, Arps attorneys also have advised the Debtors and Section
327(a) General Counsel as to the retention of other professionals, both in the
ordinary course and in direct relation to the Reorganization Cases.
77.
Additionally, Skadden, Arps paraprofessionals maintained, on
a daily basis, various files critical to enable Skadden, Arps to promptly address
numerous issues that arose during the Application Period. Skadden, Arps kept an
index of and docketed all pleadings and orders filed in the Reorganization Cases and
kept detailed calendars of future events in both the Reorganization Cases and other
relevant litigation. The efficient management of administrative matters in a paperintensive case of this size is a significant task, as the Debtors are inundated with
numerous items of correspondence, documents, requests, pleadings and other papers.
43
Skadden, Arps has devised and implemented the policies detailed above to costeffectively manage and coordinate their involvement in the cases on behalf of the
Debtors.
78.
$87,260. An itemized breakdown of the services rendered to the Debtors is attached
as Exhibit E-9. A general breakdown of these services is as follows:
NAMES
HOURS
VALUE
Timothy P. Olson
66.6
$26,307
Robert S. Bennett
22.3
$15,499
12.9
$8,966
Carl S. Rauh
9.3
$6,464
Peter A. Atkins
8.5
$5,908
D. Jan Baker
4.0
$2,780
Phillip McBride Johnson
1.5
$1,043
Saul M. Pilchen
1.3
$709
Randall G. Reese
1.9
$409
Keith A. Simon
1.0
$330
Paraprofessionals
210.1
$18,848
TOTAL
339.4
$87,260
44
J.

79.
The Debtors face significant actual and potential litigation on
a variety of fronts. To that end, Skadden, Arps created several matters relating to
such litigation. Time spent working on issues related to actual or threatened litigation which did not relate to insurance coverage matters or the Debtors non-Debtor
affiliates was billed to this matter.
80.
Early in the Application Period, substantial time was devoted
to the development of a general litigation and investigation strategy. Skadden, Arps

attorneys participated in numerous meetings and teleconferences in order to develop
a coherent strategy in concert with the Debtors management and the Debtors other
professionals generally and Section 327(a) General Counsel in particular. Due to the
extreme notoriety of these Reorganization Cases and certain litigation issues related
to the Reorganization Cases, the Debtors and Skadden, Arps were inundated with
requests by various parties-in-interest and the media. This necessitated certain of
Skadden, Arps attorneys to devote time to coordinating a public relations strategy
with the Debtors and responding to media inquiries.
81.
Skadden, Arps attorneys also devoted time to researching
numerous issues at the request of the Debtors. The majority of the issues revolved
around or were in response to: (a) Enrons complaint against Dynegy, filed with this
Court on the Petition Date; (b) complaints brought against Enron under the Em45
ployee Retirement Income Security Act (ERISA); and (c) certain corporate
governance issues. These issues included, without limitation, issues related to the
fiduciary duty of directors as it relates to ERISA, removal of litigation filed in other
venues to the Bankruptcy Court for the Southern District of New York, and potential
defenses to ERISA litigation. Skadden, Arps professionals also drafted numerous
memoranda and other necessary documents concerning the various of the issues
researched during the Application Period.
82.
NAMES
HOURS
VALUE
Jonathan J. Lerner
31.6
$21,962
Scott D. Musoff
41.1
$17,673
Beverly A. Farrell
69.8
$16,054
Robert S. Bennett
19.7
$13,692
Peter A. Atkins
5.1
$3,545
David J. Gladstone
2.0
$860
169.3
$73,785
TOTAL
46
K.

83.
Prior to the Petition Date, Skadden, Arps provided the Debtors
with assistance in responding to various investigations by state and local governmental entities. This assistance continued during the Application Period. In particular,
Skadden, Arps professionals provided legal services to the Debtors with respect to
inquiries made by certain state or local governmental agencies. In connection
therewith, Skadden, Arps attorneys participated in frequent conferences with
members of the Debtors management, other counsel of the Debtors, and representatives of the governmental agencies, undertook legal research on various issues of
state and federal law relating to the inquiries and assisted the Debtors with producing
documents regarding the inquiries.
84.
NAMES
HOURS
VALUE
Kenneth A. Gross
39.3
$24,759
Robert J. Del Tufo
20.8
$14,040
Martin Klepper
3.8
$2,470
Timothy P. Olson
3.2
$1,264
47
Douglas W. Swalina
3.3
$1,205
David J. Goldstone
2.5
$1,074
72.9
$44,812
TOTAL
L.

85.
Skadden, Arps devoted time and resources during the Applica-
tion Period to defending claims raised in litigation related to certain non-Debtor

affiliates of Enron. The work billed under this matter principally relates to a suit
involving Enron Power Corporation (EPC). Skadden, Arps attorneys, at the
Debtors request, gathered factual information relating to the substance of the
relevant transactions at issue in the lawsuit and completed extensive interviews with
current and former employees and legal counsel of EPC. In addition, Skadden, Arps
attorneys researched various legal issues concerning the lawsuit and drafted a motion
to dismiss the complaint during the Application Period, which was filed on or about
April 23, 2002.
86.
48
NAMES
HOURS
VALUE
Lanelle K Meidan
69.8
$23,034
Lee P. Garner
24.2
$10,043
Mark R. Filip
11.3
$5,594
105.3
$38,671
TOTAL
M.

87.
Skadden, Arps has assisted the Debtors in their efforts to
procure postpetition financing. At the request of the Debtors, Skadden, Arps worked
with the Debtors senior management, Section 327(a) General Counsel and certain of
the Debtors prepetition lenders to structure and negotiate the terms of a financing
arrangement to fund the Reorganization Cases and the Debtors ongoing operations.
88.
NAMES
HOURS
VALUE
Jena Q. Bridges
23.5
$8,930
TOTAL
23.5
$8,930
49
N.
89.
During the Application Period, Skadden, Arps worked with
the Debtors to help them address issues affecting the Debtors employees. Skadden,
Arps professionals assisted the Debtors in reviewing a fiduciary agreement and
researched issues relating to the affect of certain provisions of the Bankruptcy Code
on claims arising under ERISA.
90.
NAMES
HOURS
VALUE
Stuart N. Alperin
9.6
$6,672
Gary W. Katz
5.2
$2,158
14.8
$8,830
TOTAL
O.

91.
devoted time to assisting the Debtors in addressing and resolving certain general
issues relating to the exit of certain of the Debtors businesses and sales of non-core
assets. Time spent working on asset dispositions outside of the Debtors broadband,
50
energy services or power businesses or the Debtors partnership and venture interests
was billed to this matter.
92.
Skadden, Arps attorneys focused on various issues relating to
the Debtors wholesale trading operations and international matters and asset sales.
Additional efforts were directed toward the Debtors broader asset disposition plans.
To these ends, Skadden, Arps professionals attended meetings and court hearings
relating to asset dispositions and advised the Debtors management and the Debtors
other professionals on related issues.
93.
NAMES
HOURS
VALUE
Peter A. Atkins
5.2
$3,614
2.7
$1,877
Martin Klepper
1.0
$650
TOTAL
8.9
$6,141
P.

94.
During the Application Period, Skadden, Arps assisted the
Debtors with respect to certain investigations concerning non-Debtor businesses,
51
including developing strategy with the Debtors for addressing such investigations
and conducting interviews of personnel from such businesses concerning various
matters.
95.
NAMES
HOURS
VALUE
Mark R. Filip
9.8
$4,851
Saul M. Pilchen
1.3
$709
11.1
$5,560
TOTAL
RELIEF REQUESTED
96.
In accordance with the Fee Procedures Order, Skadden, Arps
has submitted its December 2001 through March 2002 monthly statements, and
Skadden, Arps now submits this Application. Based on the Firms customary billing
practices, the Debtors ordinarily would be billed a total of $6,832,633 for fees and
$533,326 for charges and disbursements. In keeping with Skadden Arps commitment to self-policing its fees, charges and disbursements, and based on various
accommodations to the Debtors, however, Skadden, Arps voluntarily reduced, as
part of its monthly fee statements, its fees by $629,045, or approximately 9.2%, and
52
its charges and disbursements by $37,205, or approximately 7.0%. As a result, the

actual amount billed to the Debtors was $6,203,588 for fees and $496,121 for
charges and disbursements. Moreover, as an additional accommodation, Skadden,
Arps has voluntarily reduced the amount sought in this Application by $121,111 to
reflect, among other things, the elimination of all fees related to any timekeeper
billing less than $5,000 during the Application Period. As a result, the actual amount
sought herein is $6,082,477 for fees and $496,121 for charges and disbursements.
This represents a total reduction of $750,156 (approximately 10.9%) for fees and
$37,205 (approximately 7.0%) for charges and disbursements from those amounts
that Skadden, Arps would customarily charge its clients.
97.
The Fee Procedures Orders provide that to seek interim
compensation, professionals must submit monthly fee statements to the Debtors,

counsel for the Debtors, the United States Trustee, counsel for the Committee,
counsel to the Postpetition Secured Lenders, and the fee review committee. If no
objection to a monthly statement is made within fifteen (15) days after service, the
Debtors are authorized to pay eighty percent (80%) of the fees requested (with the
remaining twenty percent (20%) of the fees requested referred to herein as the
Holdback) and one-hundred percent (100%) of the charges and disbursements
requested. In accordance with the Fee Procedures Order, Skadden, Arps has submitted monthly statements for each of the months covered by the Application Period.
53
Accordingly, with respect to the monthly statements covering the Application

Period, after payment of the monthly statements, Skadden, Arps will have received
$4,962,871 on account of billed fees and $496,121 on account of billed charges and
disbursements and will have accrued a Holdback in the amount of $1,240,717. After
application of the additional client accommodations described in this Application in
the amount of $121,111 for, among other things, fees related to timekeepers that
billed less than $5,000 during the Application Period, Skadden, Arps is requesting
$1,119,606 in full settlement of the Holdback accrued through March 31, 2002.
98.
Allowance of Professional Fees. During the Application
Period, attorneys and paraprofessionals at Skadden, Arps billed an aggregate of

15,146.9 hours reflected in this Application working on matters concerning the
Debtors reorganization case.12 Of such time spent, 4,396.2 hours were spent by
partners, 1,050.7 hours were spent by counsel, 6,779.9 hours were spent by associates and 2,920.1 hours were spent by paraprofessionals. A summary showing the
name and position of each such partner, counsel, associate and paraprofessional,
together with that persons date of admission to the bar (as applicable), net hours
12
Skadden, Arps maintains records of the time it expended in the rendition of

all professional services, which time records are made concurrently with the
rendition of professional services.
54
during the Application Period and hourly billing rate, is provided at the front of this
Application.13
99.
Reimbursement of Charges and Disbursements. As disclosed
in the Retention Application that the Court approved, it is Skadden, Arps standard
policy to charge its clients in all areas of practice for certain charges and disbursements incurred in connection with such clients cases. However, under the bundled
rate structure as described in the Retainer Agreement, certain charges and disbursements are not separately charged to clients. The charges and disbursements charged
to clients under the bundled rate structure include, among others, charges for
messenger services, photocopying, court fees, travel expenses, postage for large
mailings, long distance telephone, computerized legal research, investigative
searches, and other charges customarily billed by law firms.
100.
During the Application Period, Skadden, Arps disbursed the
following sums for actual and necessary charges and disbursements in the rendition
13
In addition, Exhibit D hereto sets forth the blended hourly rate and certain
other business statistics associated with the Reorganization Cases.
55
of professional services in the Reorganization Cases, and requests that it be reimbursed therefor:
Charges and Disbursements Incurred
Travel Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $342,936
Computer Legal Research . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $58,811
Reproduction and Document Preparation . . . . . . . . . . . . . . . . . . . . . . . . . . $36,203
Courier, Express Delivery and Postage . . . . . . . . . . . . . . . . . . . . . . . . . . . . $25,676
Telecommunications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$20,665
Professional Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$5,296
Outside Research Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$4,811
Filing/Court Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,306
Court Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$299
UCC Research/Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$118
TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $496,121
101.
Exhibit F attached hereto provides documentation regarding
charges and disbursements incurred during the Application Period. The above
charges and disbursements are reasonable and are consistent with those incurred by
other bankruptcy practitioners in other large, complex chapter 11 reorganization
cases in this and other districts.
REASONABLENESS OF FEES, CHARGES AND DISBURSEMENTS
102.
In accordance with the factors enumerated in 11 U.S.C. 330
and applicable case law, the amount requested herein by Skadden, Arps is fair and
reasonable, given: (i) the nature of the Reorganization Cases, (ii) the novelty and
complexity of the Reorganization Cases, (iii) the time and labor required to represent
56
the Debtors effectively, (iv) the time limitations imposed by the Reorganization
Cases, (v) the nature and extent of the services rendered, (vi) Skadden, Arps
experience, reputation and ability, (vii) the value of Skadden, Arps services and
(viii) the cost of comparable services other than in a case under title 11 of the United
States Code.
103.
Nature, complexity and duration of the case. Skadden, Arps
has assisted the Debtors by employing a streamlined case management structure that
consisted of small, core teams and assigned various attorneys to other discrete tasks
to avoid the performance of duplicative or unnecessary work.
104.
Experience of Skadden, Arps. The experience of Skadden,
Arps attorneys also has benefitted the estates. Skadden, Arps is among the largest
firms and has one of the largest restructuring groups in the country. As more fully
set forth in the Retention Application, Skadden, Arps restructuring attorneys and
attorneys from other practice areas have extensive knowledge and experience in
dealing with the multitude of fast-paced issues that arise in similar chapter 11
proceedings. Accordingly, Skadden, Arps depth of experience in chapter 11 matters
has insured that a number of pressing matters could be addressed promptly.
105.
In addition, Skadden, Arps commitment to monitoring the
administrative expenses of the estates, including its own legal fees, has been a
constant element of its representation of the Debtors. Indeed, this emphasis has been
57
manifested in Skadden, Arps, careful review of its fees, charges and disbursements
and a voluntary client accommodation of nearly $790,000.
106.
Comparable services. Skadden, Arps rates are consistent
with rates charged to other clients in non-bankruptcy matters. Moreover, its rate
structure was disclosed clearly in its Retention Application, which the Court approved and to which none of the major constituents objected.
107.
The amounts sought by Skadden, Arps compare favorably to
fees, charges and disbursements incurred by other chapter 11 debtors in cases of

similar size, complexity and duration. Accordingly, the cost of comparable services
supports the Application, and the services performed during the Application Period
more than warrant the allowance of compensation, particularly in view of the results
achieved.
108.
Compliance with Guidelines. Skadden, Arps believes that this
Application, together with the attachments hereto, substantially complies in all material respects with the Guidelines. To the extent this Application does not comply in
every respect with the requirements of such guidelines, Skadden, Arps respectfully
requests a waiver for any such technical non-compliance.
109.
Skadden, Arps requests that this Court deem the contents of
this Application to be sufficient for the purposes of satisfying the memorandum of

law requirement in Rule 9013-1(b) of the Local Rules for the United States Bank58
ruptcy Court for the Southern District of New York. The relief requested in this
Application presents no novel issues of law.
WHEREFORE, Skadden, Arps respectfully requests that the Court (a)
grant it an interim allowance of $6,082,477 as compensation for professional
services rendered as attorneys for the Debtors during the Application Period, plus
reimbursement of actual and necessary charges and disbursements incurred in the
sum of $496,121; (b) authorize and direct the Debtors to pay to Skadden, Arps the
amount of $1,119,606 in full settlement of the Holdback accrued through March 31,
2002; and (c) grant it such other and further relief as is just.
Dated: Chicago, Illinois
June 14, 2002
& FLOM LLP
Special Counsel for Debtors and
Debtors-in-Possession
/s/ John Wm. Butler, Jr.

Timothy P. Olson
& FLOM (ILLINOIS)
(312) 407-0700
& FLOM LLP
Four Times Square
(212) 735-3000
EXHIBIT A
Timothy P. Olson
& FLOM (ILLINOIS)
(312) 407-0700
& FLOM LLP
Four Times Square
(212) 735-3000
Special Counsel for
Debtors and Debtors in Possession
--------------------------------------------------- x
:
:
In re
:
:
:
:
Debtors.
:
--------------------------------------------------- x
Chapter 11
Case No. 01-16034 (AJG)
CERTIFICATION UNDER GUIDELINES FOR FEES AND

DISBURSEMENTS FOR PROFESSIONALS IN RESPECT OF
FIRST APPLICATION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM
LLP AND AFFILIATED LAW PRACTICE ENTITIES FOR
INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES
I, John Wm. Butler, Jr., hereby certify that:

1.
I am an attorney at law admitted to practice pro hac vice
before this Court and a member of the law firm of Skadden, Arps, Slate, Meagher &
Flom (Illinois), and its affiliated law practices (collectively, Skadden, Arps),
special counsel for Enron Corp. (Enron or the Company) and certain of its
affiliates (the Affiliate Debtors), debtors and debtors-in-possession in the
above-captioned cases (Enron and the Affiliate Debtors collectively, the Debtors).
I am the professional designated by Skadden, Arps in respect of compliance with the
Amended Guidelines for Fees and Disbursements of Professionals in Southern
District of New York Bankruptcy Cases adopted by the Court on April 19, 1995 (the
Local Guidelines), and the United States Trustee Guidelines for Reviewing
Applications for Compensation and Reimbursement of Expenses Filed Under 11
U.S.C. 330, adopted on January 30, 1996 (the UST Guidelines and, together with
the Local Guidelines, the Guidelines).
2.
I make this certification in support of the application of
Skadden, Arps, dated June 14, 2002 (the Application), for interim compensation
and reimbursement of expenses for the period beginning December 2, 2001 and
ending March 31, 2002 (the Compensation Period), in accordance with the Local
Guidelines.
3.
In respect of section B.1 of the Local Guidelines, I certify that:

(a)
I have read the Application.
(b)
To the best of my knowledge, information and belief
formed after reasonable inquiry, the fees and disbursements sought fall within the
Local Guidelines.
(c)
Except to the extent that fees or disbursements are
prohibited by the Guidelines, the fees and disbursements sought are billed at rates in
accordance with practices customarily employed by Skadden, Arps and generally
accepted by Skadden, Arps clients and disclosed and approved in the Retention
Application, including the bundled rate structure.
(d)
In providing a reimbursable service, Skadden, Arps
does not make a profit on that service, whether the service is performed by Skadden,
Arps in-house or through a third party.
4.
In respect of section B.2 of the Local Guidelines, I certify that
Skadden, Arps has provided monthly statements of Skadden, Arps fees and disbursements accrued during the previous month, by serving monthly statements
pursuant to the Fee Procedures Order (as defined in the Application) for the Application Period.
5.
In respect of section B.3 of the Local Guidelines, pursuant to
the Fee Procedures Order, I certify that copies of the Application are being provided
to (a) the Debtors, (b) counsel for the Debtors, (c) the Office of the United
States Trustee for this district, (d) counsel to the Committee, (e) counsel to the coadministrative agents for the Debtors postpetition secured lenders under the Revolving Credit and Guaranty Agreement, and (f) the fee review committee.
Dated: Chicago, Illinois
June 14, 2002
/s/ John Wm. Butler, Jr.
EXHIBIT D
Matter Name
Affiliate Restructurings
Asset Dispositions (Broadband)
Asset Dispositions (Energy Services)
Asset Dispositions (Partnership and Venture Interests)
Business Operations (Debtor Entities)
Business Operations (Non-Debtor Businesses)
Case Coord./Admin with General Bankruptcy Counsel
Disclosure Statement re Plan of Reorganization
Financing Matters (Non-Debtor Businesses)
Litigation Matters/Coordination (Insurance Recovery)
Project Advice/Transactions (Debtor Entities)
Regulatory/Investigative Matters (Federal FERC)
Regulatory/Investigative Matters (Foreign)
Retention/Fee Matters (SASM&F)
Tax Matters
Matter Number
0001
0002
0003
0004
0005
0006
0007
0008
0009
0010
0011
0012
0013
0014
0015
0016
0017
0018
0019
0020
0021
0022
0023
0024
0025
0026
0027
0028
SKADDEN, ARPS BUSINESS STATISTICS

AND SUMMARY OF ATTORNEY TIME
FOR THE APPLICATION PERIOD
December 2, 2001 to March 31, 2002
Total Fees Recorded:
$6,832,633
Actual Fees Requested:
$6,082,477
Total Hours Recorded

Partners:
Counsel:
Associates:
Paraprofessional:
Total Hours:
4,686.8 (27.5%)
1,115.9 (6.6%)
7,355.4 (43.2%)
3,874.1 (22.7%)
17,032.2
Total Hours Reflected in Application

Partners:
Counsel:
Associates:
Paraprofessional:
Total Hours:
4,396.2 (29.0%)
1,050.7 (6.9%)
6,779.9 (44.8%)
2,920.1 (19.3%)
15,146.9
Blended Hourly Rate:
$357
Total Charges and Disbursements Recorded:
$533,326
Actual Charges and Disbursements Requested:
$496,121

In Re Enron - Skadden 1st Fee App (DN 4492) .Main

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In Re Enron - Skadden 1st Fee App (DN 4492) .Main

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John Wm. Butler, Jr.

FIRST APPLICATION OF SKADDEN, ARPS, SLATE,

Skadden, Arps, Slate, Meagher & Flom

Enron Corp. and certain of its

Date of Retention Order:

Period for which compensation

December 2, 2001 through March 31, 2002

Amount of Voluntary Reduction in

Amount of Compensation sought as

Amount of Expense Reimbursement

TIME SUMMARY TO FIRST INTERIM FEE APPLICATION OF

John Wm. Butler, Jr.

Fred T. Goldberg, Jr.

Robert J. Del Tufo

Philip McBride Johnson

Vincent P. Schmeltz, III

George H. Windecker, Jr.

Ferdinand Von Rom

SUMMARY OF SERVICES RENDERED BY

Regulatory/Investigative Matters (Congressional)

Regulatory/Investigative Matters (Federal Non-FERC)

Asset Dispositions (Power)

Advice General Corporate and Board of Directors

Retention/Fee Matters (SASM&F)

Project Advice/Transactions (Non-Debtor Businesses)

Case Coord./Admin. with General Bankruptcy Counsel

Litigation Matters/Coordination (General)

Financing Matters (Debtor Entities)

Nonworking Travel Time

Regulatory/Investigative Matters (State and Local)

Asset Dispositions (General)

UNITED STATES BANKRUPTCY COURT

FIRST APPLICATION OF SKADDEN, ARPS, SLATE,

Commencing on December 2, 2001 (the Petition Date) and,

Pursuant to its authority under section 1102 of the Bankruptcy

This Court has jurisdiction over this Application pursuant to

This Application has been prepared in accordance with the

Amended Guidelines for Fees and Disbursements for Professionals in Southern

In December 2001, the Debtors applied (the Retention

affiliates and/or subsidiaries with particular attention to affiliate relationships, project

The scope of such services was clarified pursuant to a protocol

On February 8, 2002, the Court entered an order (the Reten-

As set forth more fully in the Retention Application, the

account since December 2, 2001 (except as permitted by the Amended Retention

In the Retention Application, the Debtors disclosed that

Other than an arrangement between Skadden, Arps, Slate,

In the affidavit in support of the Retention Application, Skadden, Arps

FEE PROCEDURES ORDERS

On January 17, 2002, this Court entered the Fee Procedures

Administrative Order Pursuant to Sections 105(a) and 331 of the Bankruptcy

Enron and the Affiliate Debtors, as well as their approximately

Companies generated $101 billion in annual revenues on a consolidated basis. Based

The Enron Companies divide their business operations into

The commencement of these Reorganization Cases was

The situation was further exacerbated on October 22, 2001

The cornerstone of that plan was a merger agreement by and

The primary purpose of these Reorganization Cases has been

Skadden, Arps is one member of the team of skilled professionals retained by

During the Application Period, the Debtors have accomplished

numerous objectives as part of their overall restructuring strategy. Among other

As discussed herein, Skadden, Arps has played an important

This Application reflects a voluntary reduction by Skadden,

Arps in connection with each monthly statement in the aggregate amount of