Message-ID: <26331941.1075845772051.JavaMail.evans@thyme> Date: Wed, 27 Sep 2000 02:46:00 -0700 (PDT) From: hbrown@bracepatt.com To: kay.mann@enron.com Subject: Enron/Peoples -- loan documents Cc: cdade@bracepatt.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: cdade@bracepatt.com X-From: "Heather Brown" X-To: X-cc: X-bcc: X-Folder: \Kay_Mann_June2001_2\Notes Folders\Discussion threads X-Origin: MANN-K X-FileName: kmann.nsf Kay, I will be preparing the loan documents for the joint venture with Peoples. I understand that the loans will be unsecured but cross guarantied (i.e., Enron will guaranty the People's loans and vice versa), but I have several additional, basic questions re: the terms of the Enron loan and the intercreditor arrangements with Peoples. In terms of beginning drafting the loan documents, answers to questions 6(a) and 8 would be extremely helpful in selecting an appropriate form. 1. People's loan agreement -- will it be an exact clone of ours? 2. Guaranties -- will the cross-guaranties guaranty payment to the other venturer of all unpaid amounts under such venturer's loan agreement, or will they instead function more as an intercreditor/sharing agreement (i.e., if one venturer receives a payment that the other does not, the paid venturer will share its payment ratably with the unpaid venturer)? 3. Intercreditor Issues/Exercise of remedies -- Please confirm that there is to be no 100% lender vote requirement for acceleration, etc., and that each venturer can pursue remedies with respect to its loan independently (although I presume the facilities will be cross defaulted). 4. Advancing mechanics -- besides requiring ratable advances with the People's facility, will there be any conditions precedent to advances other than the typical no default/representations true & correct/no MAC? 5. Repayment -- will there be any commitment step-downs/mandatory prepayments? 6. Interest -- what will the (a) interest rate basis and (b) margin be? 7. Fees -- Will there be any sort of upfront fee? What will the commitment fee be? (And what will the amount of Enron's commitment be?) 8. Lender(s) -- Does Enron intend to keep its revolver as a single lender facility, or should we provide for a syndicated arrangement? 9. Other information -- When will specific financial covenant information be available? Please call me at 713.221.1419 regarding the foregoing. I look forward to working with you on this transaction. Thanks! Heather