Sara,

Just for the record, I think we tax folks had a couple comments to your 
initial draft of the Grizzly-Timberwolf swap confirmation, but all of these 
issues became moot as a result of the changes made in today's Raptor II 
meeting.   We'll look forward to receiving your revised draft of the swap.   
Thanks. 
 
 AnnMarie

---------------------- Forwarded by Mary Kimball/NA/Enron on 09/27/2000 09:45 
AM ---------------------------
From: Sara Shackleton@ECT on 09/26/2000 05:44 PM
To: Scott Sefton/HOU/ECT@ECT, Ryan Siurek/Corp/Enron@ENRON, Gordon 
McKillop/NA/Enron@ENRON, Bob Butts/GPGFIN/Enron@ENRON, Gregory 
Adams/Corp/Enron@ENRON, Mary Kimball/NA/Enron@Enron, Frank 
Stabler/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Randy Young/NA/Enron@Enron
cc:  

Subject: swap on Ponderosa shares of Enron International Brazil 2000 Ltd.

Attached is a first draft of the swap for the Raptor 2 structure.  Please 
consider the following questions and I will amend the confirmation 
accordingly:

1.  I have bracketed the concept of multiple notices for purposes of multiple 
partial terminations and therefore multiple Valuation Dates.  Before we 
eliminate this concept, I just want to make certain that everyone is in 
agreement as to how this swap will terminate.  [Do we want partial 
terminations based upon partial asset sales?]

2.  Assuming that termination occurs upon sale of 100% of the assets, I need 
to be sure that the word "sale" is sufficient.  Should we use "financial 
close" or some other term of art?  I have concerns that a sale may be 
contingent or subject to some waiting period.