Merger of Raptor 2 and 3

FYI. How all of this may work with respect to the swaps in these structures
(which I believe to have been signed, but still have not been provided
executed copies) is unclear.

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
----- Forwarded by Mary Cook/HOU/ECT on 11/07/2000 09:57 AM -----

Joel Ephross@ENRON
11/06/2000 07:28 PM

To: Mary Cook/HOU/ECT@ECT
cc: mspradling@velaw.com
Subject: Merger of Raptor 2 and 3

FYI.

Mark -- lets give some thought to how this effects both structure and the
ability to give the FAS 125 opinions on the sale of the notes on Raptor 3.

----- Forwarded by Joel Ephross/Corp/Enron on 11/06/2000 07:14 PM -----

Jordan Mintz@ECT
11/06/2000 06:52 PM

To: Joel Ephross/Corp/Enron@ENRON
cc: Ryan Siurek/Corp/Enron@ENRON, AnnMarie Tiller/Corp/Enron@ENRON, Brent
Vasconcellos/Corp/Enron@ENRON, brenda.funk@enron.com@ENRON
Subject: Re: Raptor 2 and 3

At AMT's and/or Brent's convenience, I would like to better understand the
tax issue and discuss what steps we can take to mitigate as this proposal has
real momentum.

Thanks.
Jordan

From: Joel Ephross@ENRON on 11/06/2000 05:59 PM
To: Jordan Mintz/HOU/ECT@ECT
cc: Ryan Siurek/Corp/Enron@ENRON, AnnMarie Tiller/Corp/Enron@ENRON, Brent
Vasconcellos/Corp/Enron@ENRON, brenda.funk@enron.com
Subject: Re: Raptor 2 and 3

From discussing this with Brent and AnnMarie, there may some tax issues with
merging these 2 structures. As best I can articulate this, the merger of
Timberwolf into Porcupine would be treated as a reissuance of debt by LJM,
causing them to recognize gain [made all the worse by no associated
distribution of tax]. The TIA executed in connection with Raptor 3 would
require indemnififcation by ENE based on LJM's demand in this case, withuot
the need for the Service to take a position on the issue.

Jordan Mintz@ECT
11/06/2000 02:08 PM

To: rastin@velaw.com, Joel Ephross/Corp/Enron@ENRON
cc: AnnMarie Tiller/Corp/Enron@ENRON
Subject: Raptor 2 and 3

At his staff meeting this morning, Andy raised the possibility of some type
of "merger" between Raptor 2 and 3 so as to provide support for the hedge on
TNPC warrants. My understanding is that Ryan is currently reviewing the
feasibility of this type of arrangement from an accounting perspective. I
wanted to provide you with a heads-up in the event that this takes on some
urgency in the next few days/weeks.

Please let me know if you have any questions or comments.
Jordan