Subject: Hedge of South American LDCs
From: [email-masked]
To: [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked]
Cc: [email-masked]
Date: Thu, 28 Sep 2000 06:53:00 -0700 (PDT)

Attached is a memo describing the current structure. My assistant, Joyce 
Dorsey (853-3516), will schedule a conference call for Monday afternoon (i) 
to discuss the outstanding issues and (ii) to decide which of the alternative 
structures described in the memo is the preferred approach.

Please note the following:

1. Sara has separately distributed a first draft of the confirmation. Please 
give Sara any comments this week that you may have to the confirm.

2. Does anyone have a final version of the fairness opinion? I'm assuming 
that we can provide the fairness opinion to our swap counterparty, given that 
there is a confidentiality agreement in place covering this. 

3. I understand that Randy Young's group will form the  Delaware LLC(s) that 
are required by the structure.

4. We need to discuss the mechanics for substituting collateral in the 
Ponderosa structure. This will vary, depending on which of the alternatives 
described in the memo is selected.

5. We need to confirm our earlier conclusion that there are no contractual or 
other legal restrictions that may affect our ability to enter into these 
hedges.

6. Please forward this memo to others as appropriate.