To follow up on Scott's message below.  The attached proposal sheet has the 
entity information for the Raptor II structure.  The proposal sheet should 
contain the information that is necessary to support the confirm.  The asset 
description should describe the business or entity.  A specific description 
of the underlying investment and interest in should also be included.  Under 
the detail of the derivative include the type (at the money price return 
swap, put, call...), term, legal name, specific investment type (type of 
stock, warrant ...), initial price, initial shares, initial notional value.  
The valuation support should be attached with the proposal sheet.  For this 
transaction, there is no premium calculation since the swap is at the money.



Please provide this information to Sara and me.  I will distribute the 
information to Ryan and Scott.  After the confirm is completed, I will submit 
the information to the counterparty for approval.

Please call me if you have any questions.
Thanks,
Gordon





Scott Sefton@ECT
09/26/2000 08:37 AM
To: Randy Young/NA/Enron@Enron
cc: Gordon McKillop/NA/Enron@ENRON 

Subject: URGENT -- Re: Papers for Raptor Meeting Tuesday

Randy,

Hedges in the Raptor structure require that a Proposal Sheet be submitted to 
the counterparty to the swap (the counterparty is owned by an outside 
investor and our agreement with them requires this). Attached to Mary's email 
below is the Raptor Derivative Proposal Sheet that the business unit will 
need to submit. Gordon is responsible for this process and can answer any 
questions you have.

Also attached below is a Raptor Securities/Confidentiality Response Form that 
ENA legal prepared to help them conduct a due diligence exercise on their 
merchant assets being hedged to confirm that there were no contractual or 
other legal restrictions that may affect their ability to enter into the 
swap. Although  many of the items on this form won't be relevant to what 
you're hedging, I thought it may be helpful. Because we're not familiar with 
the assets or any South American legal issues that may apply, we'll be 
looking to you for confirmation that there aren't any issues in this regard.

You can ignore the document entitled Raptor Process for Inclusion of Swaps 
into Raptor Vehicles.

Please call me or Gordon if you have any questions. Thanks!

Scott
---------------------- Forwarded by Scott Sefton/HOU/ECT on 09/26/2000 08:19 
AM ---------------------------


MARY COOK
09/25/2000 06:38 PM
To: Scott Sefton/HOU/ECT@ECT
cc: Andrea V Reed/HOU/ECT@ECT, Brian Schwertner/NA/Enron@Enron, Hope 
Vargas/HOU/ECT@ECT, Julia H Chin/NA/Enron@Enron, Lisa Mellencamp/HOU/ECT@ECT, 
Michael S Galvan/HOU/ECT@ECT, Sara Shackleton/HOU/ECT@ECT, Travis 
McCullough/HOU/ECT@ECT 
Subject: Re: Papers for Raptor Meeting Tuesday  

We can discuss tomorrow, but the swap group is not staffed either to fulfill 
the coordination of all the work in respect of the underlying assets.  Do you 
have alternative ideas?



Enron North America Corp.
Mary Cook
1400 Smith, 38th Floor, Legal
Houston, Texas   77002-7361
(713) 345-7732 (phone)
(713) 646-3490 (fax)
mary.cook@enron.com



	Scott Sefton
	09/25/2000 06:34 PM
		
		 To: Mary Cook/HOU/ECT@ECT
		 cc: Lisa Mellencamp/HOU/ECT@ECT, Travis McCullough/HOU/ECT@ECT, Sara 
Shackleton/HOU/ECT@ECT, Andrea V Reed/HOU/ECT@ECT, Julia H 
Chin/NA/Enron@Enron, Michael S Galvan/HOU/ECT@ECT, Hope Vargas/HOU/ECT@ECT, 
Brian Schwertner/NA/Enron@Enron
		 Subject: Re: Papers for Raptor Meeting Tuesday

Although I'm happy to discuss this at our meeting tomorrow, I don't think the 
draft process document describes a role for Global Finance legal that we can 
properly fulfill. 



MARY COOK
09/25/2000 02:14 PM
To: Lisa Mellencamp/HOU/ECT@ECT, Travis McCullough/HOU/ECT@ECT, Sara 
Shackleton/HOU/ECT@ECT, Andrea V Reed/HOU/ECT@ECT, Scott Sefton/HOU/ECT@ECT, 
Julia H Chin/NA/Enron@Enron, Michael S Galvan/HOU/ECT@ECT, Hope 
Vargas/HOU/ECT@ECT, Brian Schwertner/NA/Enron@Enron
cc:  
Subject: Papers for Raptor Meeting Tuesday

See attached for your review prior to meeting, Tuesday 9:30 38C1.  Thanks.  
Mary





Enron North America Corp.
Mary Cook
1400 Smith, 38th Floor, Legal
Houston, Texas   77002-7361
(713) 345-7732 (phone)
(713) 646-3490 (fax)
mary.cook@enron.com