---------------------- Forwarded by Kay Mann/Corp/Enron on 02/20/2001 04:32 
PM ---------------------------
From: Joel Ephross/ENRON@enronXgate on 02/20/2001 04:29 PM
To: Lisa Mellencamp/HOU/ECT@ECT, Lance Schuler-Legal/HOU/ECT@ECT, Travis 
McCullough/HOU/ECT@ECT, Eddy Daniels/NA/Enron@Enron, Angela 
Davis/NA/Enron@Enron, Robert H George/NA/Enron@Enron, Sheila 
Tweed/HOU/ECT@ECT, Kay Mann/Corp/Enron@Enron, Bob Carter/HOU/ECT@ECT, Barton 
Clark/HOU/ECT@ECT, Teresa G Bushman/HOU/ECT@ECT, Nancy 
Corbet/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Peter del Vecchio/HOU/ECT@ECT, 
Lou Stoler/HOU/ECT@ECT, James Grace/Corp/Enron@ENRON, Barbara N 
Gray/HOU/ECT@ECT, Anne C Koehler/HOU/ECT@ECT, Dan Lyons/HOU/ECT@ECT, Jeffrey 
T Hodge/HOU/ECT@ECT, Steve Van Hooser/HOU/ECT@ECT, Stuart Zisman/HOU/ECT@ECT, 
Mary Cook/HOU/ECT@ECT, Deb Korkmas/HOU/ECT@ECT, Julia Murray/HOU/ECT@ECT
cc: Donna Lowry/HOU/ECT@ECT, Hope Vargas/HOU/ECT@ECT, Brian 
Schwertner/NA/Enron@Enron, Chris Herron/ENRON@enronXgate, Gordon 
McKillop/NA/Enron@ENRON, Stacy Hardy/Corp/Enron@ENRON, L'Sheryl 
Hudson/HOU/ECT@ECT 

Subject: RE: ENA Merchant Assets in Condor (Project Velocity) a/k/a Trutta 
(for those of you who do not know, trutta is a kind of trout)

FYI, we are establishing another structure similar to Velocity to accommodate 
the transfer of non-merchant investments into Condor. [Project Acceleration 
-- catchy name isn't it?] Also, there are some economies of scale here, so 
that it does help to lump some of these things together. In fact, the 
structures are designed to accommodate multiple assets being transferred at 
the same time. [All of this assumes that Condor has the money to buy things.]

 -----Original Message-----
From:  Simmons, Linda   On Behalf Of Mellencamp, Lisa
Sent: Tuesday, February 20, 2001 4:06 PM
To: Schuler-Legal, Lance; McCullough, Travis; Daniels, Eddy; Davis, Angela; 
George, Robert; Tweed, Sheila; Mann, Kay; Carter, Bob; Clark, Barton; 
Bushman, Teresa; Corbet, Nancy; del Vecchio, Peter; Stoler, Lou; Grace, 
James; Gray, Barbara; Koehler, Anne; Lyons, Dan; Hodge, Jeffrey; Van Hooser, 
Steve; Zisman, Stuart; Cook, Mary; Korkmas, Deb; Murray, Julia
Cc: Lowry, Donna; Vargas, Hope; Schwertner, Brian; Herron, Chris; McKillop, 
Gordon; Ephross, Joel; Hardy, Stacy; Hudson, L'Sheryl
Subject: ENA Merchant Assets in Condor (Project Velocity) a/k/a Trutta (for 
those of you who do not know, trutta is a kind of trout)

this is going out to a broad group and may not be relevant to some, but 
please be aware that other ENA assets may go into the velocity/condor 
structure at a couple points this year. also we can all pray (i think it is 
ok to use this word in the current political climate and in a secular sense, 
as i think our interests are aligned on this) that the ENE stock price goes 
up and for more room in the raptor vehicle so we may see more raptor hedges.

1.. as most of you are aware, the majority of ENA's merchant assets are in 
our project velocity structure. just to make sure that we confuse everyone, 
we use condor/whitewing/velocity/trutta names interchangeably although 
occasionally there are some distinctions (which i won't bore you with the 
details about so you can disavow all knowledge if you have/need/want to). 
just so you get the right lingo, trutta is the name of the ENA subsidiary 
where these assets now have a home. ENA, under a servicing agreement, is the 
servicer of the assets. i am attaching for your information the servicing 
guidelines in the agreement. the major restriction is that ENA cannot  sell 
assets for less than the contributed value into the structure. any EARLY 
warning of a potential sale of any of these assets would be greatly 
appreciated so we can check whether any restrictions apply and be ready, as 
there are some logistics involved. an email to donna lowry, mary heinitz and 
myself would be wonderful. if you do not do this, you may get on donna's 
list. of course i can't speak for her as to the repercussions envisioned, but 
let me suffice it to say that i am glad i am not on her list. at least that i 
know of.  

2. a number of these assets also have raptor hedges in place in addition to 
being in the velocity structure. only the portion of the investment that was 
on ENA's balance sheet was hedged. if an asset is sold that has been 
"raptorized", the swap will need to be promptly terminated/notional amounts 
adjusted etc. again, give us as much notice as you can.

3. we also need notice (AHEAD OF TIME) of any follow on investments in the 
same merchant assets, exchanges of our interest or further fundings because 
STUFF will have to be done. i will not bore you with the details, but this 
STUFF cannot be done in ONE MINUTE contrary to the popular opinion of some 
business types whose names i will not mention here. we also are obligated to 
provide quarterly reports of the investments which describe any modifications 
to the investments during that calendar quarter. the first report is due 
april 11, 2001 for the first quarter of this year. we will be asking for your 
input with respect to your investments at the end of march. 

4. lists of assets currently in velocity and in raptor are attached fyi. 

 

 << File: SERVICING GUIDELINES.doc >>   << File: All Velocity Asset 
SCHEDULE.doc >>   << File: Raptor I 2001 list.doc >> 




















 Lisa J. Mellencamp
Enron North America Corp. - Legal
1400 Smith St.
Houston, TX  77002
Tel:  (713) 853-7986
Fax: (713) 646-3393
E-mail:  Lisa.Mellencamp@enron.com