Attached is the latest draft of the Purchase and Sale Agreement, in both Word 
Perfect and PDF formats.  It still does not cover a number of items several 
of us have discussed, including certain insurance matters.  These items are 
part of an ongoing list of issues.  That list also includes the practical 
applicability of the infamous Section 5.07(b).   

The Disclosure Schedules remain critical.  Please continue to review both the 
parent disclosures and the regional disclosures for gaps, inconsistencies, 
and duplications.  For example, while Corp. Risk Management is scheduling the 
various insurance handled by it, that group is not aware of insurance 
obtained at the local level.  Those policies at the regional level need to be 
listed, as well as checked to confirm that they are not implicated by a 
change of control.  The parent level policies have been reviewed for change 
of control implications.  Also, please confirm that the schedules include all 
claims against the involved entities; for example, there appear to be many 
claims made under the various insurance policies that have not yet become a 
litigation matter.

Timing of the deal could soon become quite ugly.  Thanks for all of the 
help.  Lance.




 - Houston_290706_1.WPD
 - Houston_296564_1.WPD

 - PSA.8.11.00.pdf
 - CMP.PSA.8.11.00.pdf