-1

					  LJM APPROVAL SHEET
This Approval Sheet should be used to approve c~iron S parocipanon in any trznsacnons involving LJ?Y~ Cavrr.an. LP (IJN1 ~
   .2 Co-Investment. L.P. (¶..JM2). UMI and LJM2 will ~ol1e:nvely be referred to as  L!M. This A~pCOV1; Shee: ~s in additmoc
  *aot in lieu of) any ocher Boron approvaLs trial may be required.

 GENERAl
 Deal name: Osprey Cernficate Follow On

 Date Aporoval Sheet completed: 6129/00

 Enron person completing this form: Nicole Alvino
 Expected closing date: 7/5/00

 Business Unit: E.,ron Global Finance

 Business Unit Ongmnator~ Cheryl Lipshutz

 This transaction relates to CUM I and/or  l~UM2.

 This transaction is C a sale by Enron Ca ourchase by Enron Ca co-sale with Enron Ca co-purchase with Enron and/or ~other-. A
 follow on invesnnenc in the Whuewing structure due to a re-capitaiizauon event related to the Margaux transaction.
 Person(s) negotiating for Boron: Cheryl Lipshu~
 Person(s) negotiating for LTM: Kathy Lynn (however. LJM carrie in to die transaction based on identical terms to several ocher
 parties)
 Legal counsel for Enron: Nora Dobin (Enron) and Vinsori & Elkins

 Legal counsel for LJM: Marth.a Stuart (Kirkland & Ellis)


DEAL DESCRIPTION    ~tnserc short description of the    action uivolving/berween Enron and UM; do not describe die
underlying asset or transaction.]

LJM and three ocher equity investors are purchasing additional certificates from Osprey Trust. Osprey Trust has an ownership interest
in a 6tructured vehicle that has acquired certain assets from Enron. The oust originally issued certificates in September 1999, and is
doing a follow-an offering.


ECONO~'vUCS  ~1nsert short description of the Boron economics of the n-ansacnon involving/between Enron and LJM: do no:
describe the economics of the underlying asset or transaction.]

The certificates have a required return of 12.75%.


DASH  (Attach the DASH remacing to the underlyns asset or transaction, insert brief update on the DASH if die underiytng asset or
..ansac:ion has changed materially since the original DASH was completed.]

No DASH :eouared..


												  AFI 00235


												    "FOZA CONFIDENTIAL

												   TREATMENT REQUESTED

												    BY ANDREW FASTOW





!JM 4PPROV4L SHEET
Page

!SSIJES CHECKLIST
       Sale Options

       a. If this transaction Is a sale of an asset by Eriron. which of thc following options were considered and rejected:

	  OCondor       IEDI I     OMargaux             CEnSerCo              ~Rawhide      OChewec            OJEDI II
	  OThird Parry       ODirect Sale         Please explain: The proposec Investment iS nor a sale of an asseL

       b. Will this t.-ansacnon be the most beneficial alternative to Enron1  0Yes    ONo. If no. please explain:
       c. Were any ache: hids/offers received in connection with this transaction?    ~Yes  DNa.         Please explain: There are
	  three other cOultY Investors with identical terms as UM

2.     Ri-jar Oblizations

       a. Does this transaction involve a Qualified Investment (as defined in the JEDI H partnership a~eexnenc)? CYes  ~No.
	  If yes, please explain how this issue was resolved: _____________________________
       b. Was this transaction required to be offered to any other Enron affiliate or other parry pursuant to a coneracrual or other
	  obligation? 0Yes   ONe. If yes. please explain: A~s required by the Osprey documentation, all original purchasers of
	  certificates were offered this deal.

3.     Terms of Transaction
       a. What are the benefits (financial and otherwise) to Enron in this transaction? OCash flow       QEarnings
	     ~0ther:    The sale of additional Osprey Certificates will allow Enron to continue to account for the Whitewing
	  Partnership as an unconsolidated affiliate.

       b. Was this transaction done strictly on an arm's-length basis? ~Yes ONa. if no. please explain:
	  Was Enron advised by any third party that this transaction was nor fair, from a financial perspective, to Enron?
	  OYes ~No.     If yes. please explain:
       d. Are all LJM expenses and out-of-pocket costs (including legal fees) being paid by LJM?         OYes  (B]No.  If no. is
	  this market standard or has the economic impact of paying any expenses and out-of-pocket costs been considcred when
	  responding to items l.b. and .3.b. above?     ~Yes ONo.

4.     Compliance
       a. Will this transaction require disclosure as a Certain Transaction in Enron's proxy statement?  0Yes  ONe.
       b. Will this transaction result in any compensation (as defined by the proxy riles) being paid to any Enron employee?
	  OYes       ~No.
	  Have all Enron emoloyees' involvement in this transaction on behalf of LJM been waived by Enro&s Office of the
	  Chairman in accordance with Enrons Conduct of Business Affairs Policy? 0Yes       DNa.         If  no. please explain:

       d. Has the Audit Committee of the Enron Corp. Board of Directors reviewed all EnronIUM transactions within the past
	  twelve montji~?    DYes ~lNo. (The first annual review by the Audit Committee has not yet aecuiTed.) Have all
	  recommendations of the Audit Committee relating to Enron/LJM transactions been taken into account in this
	  transaction? DYes DNa.

				       Name

APPROVALS
Business Unit

Business Unit Leeal

~nron Corp. Legal

Giobai Finance Legal

RAC

   :ountIns~(

Etezut~ve

			  Cheryl Lioshurz

						    I


			  Rex Roters

			  Scott Sefton

			  Rick Buy

			  Rick Causev

			  Jeff Skilline

										    Date


						  4                 I


									      A~FlOO23 7

										"FOIA CONFIDENTIAL
									       TREATMENT REQUESTED
										BY ANOREW FASTOW'