I assume that what this e-mail relates to is the discussed "transfer" of the 
2 LDC swaps from Raptor 2 to Raptor 4. Frankly, I do not know what it means 
to assign a swap from 1 of these vehicles to another vehicle. I think that in 
general the schedules to the ISDAs that each of the 2 sets of parties 
executed are the same, but what happens in the case of differences? My rather 
simplistic approach would be to terminate the existing swaps in Raptor 2 and 
execute new swaps at the same time and on the same terms in Raptor 4. 

Unless anyone objects, I propose that we proceed along the lines outlined 
above, using the Raptor process documentation developed by Lisa and recently 
updated by Gordon.

We recently [like yesterday] received closing books on Raptor 3 and 
distributed those. If Anyone needs documentation on the other 3 structures, 
let us know....[Realizing that they are about to change due to the planned 
merger of Raptor 1, 2 and 4 into Mega-Raptor -- sounds like a bad Rug-Rats 
movie I recently had the misfortune of viewing doesn't it?]
 -----Original Message-----
From:  Cook, Mary  
Sent: Wednesday, February 28, 2001 8:29 AM
To: Shackleton, Sara
Cc: Ephross, Joel
Subject: Re: assignment of trade to Raptor vehicle

No.  I guess the first step is to know into which Raptor the swaps are moving 
and to get Joel to give us a closing book on that Raptor so we can get the 
correct parties etc.  Attached is an assignment/assumption document I drafted 
for the VPP transaction which might be helpful (of course, it has a lot of 
inapplicable specifics) .    We ought to also check with Joel about any 
provisions in the rest of the vehicle docs that may apply to an assignment.  
I would think that if all parties join and consent and provide no ED or TE 
under the ISDAs shall occur on the basis of the assignment that it would be 
clean from the ISDA point of view.  Mary

 << File: assignment Brazos Pres 2.doc >> 


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




	Sara Shackleton 02/28/2001 08:21 AM 	   To: Mary Cook/HOU/ECT@ECT  cc:   
Subject: assignment of trade to Raptor vehicle


Mary:

Do you have a form of "approved" assignment for transferring trades into the 
Raptor vehicle?

Sara Shackleton
Enron North America Corp.
1400 Smith Street, EB 3801a
Houston, Texas  77002
713-853-5620 (phone)
713-646-3490 (fax)
sara.shackleton@enron.com