Subject: Joshua Tree VPP Financing
From: [email-masked]
To: [email-masked], [email-masked]
Cc: [email-masked], [email-masked], [email-masked]
Date: Mon, 27 Nov 2000 00:43:00 -0800 (PST)

Tanya, FYI.

Nora, please add Tanya Rohauer of the wholesale credit department on your 
distribution list on Joshua Tree.

Jordan, please advise your group that the wholesale credit department, Tanya 
Rohauer and Bill Bradford, have requested that they be kept advised of any of 
the global finance transactions involving swaps.  Just be sure Tanya is 
included by your group members in deal routing materials and that they are 
advised of the deal at its commencement.

Thank you!

Mary

Enron North America Corp.
Mary Cook
1400 Smith, 38th Floor, Legal
Houston, Texas   77002-7361
(713) 345-7732 (phone)
(713) 646-3490 (fax)
[email-masked]
----- Forwarded by Mary Cook/HOU/ECT on 11/27/2000 08:38 AM -----

	Nora Dobin@ENRON
	11/24/2000 03:54 PM
		 
		 To: Angela Davis/NA/Enron@enron, Cris Sherman/HOU/ECT@ECT, Jesus 
Melendrez/Corp/Enron@enron, John Thompson/LON/ECT@ECT, Kevin 
Liss/Corp/Enron@enron, Mary Cook/HOU/ECT@ECT, Shirley A Hudler/HOU/ECT@ECT, 
Scott Josey/Corp/Enron@enron, Teresa G Bushman/HOU/ECT@ECT, Stanley 
Farmer/Corp/Enron@ENRON, Brenda L Funk/HOU/ECT@ECT
		 cc: Tim Proffitt/HOU/ECT@ECT, Chris Herron/Corp/Enron@enron
		 Subject: Joshua Tree VPP Financing

Attached is latest term sheet (marked to show changes to 11/18 draft); clean 
version is attached to e-mail below to Jim Lawler of Wilmington Trust.   Note 
that we had an extensive call with NatWest on Wednesday and are considering 
some of their issues for next draft of term sheet.  We will keep you 
posted.   

Note also that new entities signed off upon by accounting, legal and tax for 
financing transaction are Delaware business trust for bank investments, Texas 
limited partnership for VPP investments, and [Delaware or Texas] limited 
liability company owned by ENA (or affiliate) to be managing partner of 
limited partnership.

Please remember that we need to finalize names for these new entities.

Regards, NJD

Nora J. Dobin
Senior Counsel
Enron Global Finance
Enron Corp.
1400 Smith Street
Houston, Texas  77002

713/345-7723 (phone)
713/853-9252 (fax)
E-mail:  [email-masked]

----- Forwarded by Nora Dobin/Corp/Enron on 11/24/2000 03:23 PM -----

	Nora Dobin
	11/24/2000 02:50 PM
		
		 To: "Lawler, James P." <[email-masked]>
		 cc: Tim Proffitt/HOU/ECT@ECT, Chris Herron/Corp/Enron@Enron, 
[email-masked], Brenda L Funk/HOU/ECT@ECT, "Roberts, Ann E." 
<[email-masked]>, "'Doneene Damon'" <[email-masked]>, "'Shane 
Gunter'" <[email-masked]>
		 Subject: Re: New Transaction

Jim, thanks for being so responsive.  Attached please find the latest draft 
of term sheet for the Joshua Tree transaction.  We continue to negotiate with 
the banks but want to get this to you so you can get up to speed on 
transaction structure.  Basically, banks would invest in certificates of a 
Delaware business trust of which Wilmington would be trustee.  The trust in 
turn would be the limited partner in a Texas limited partnership.  The 
managing partner of the limited partnership would be Enron North America 
Corp. or another Enron subsidiary.  The limited partnership would invest in 
volumetric production payments.   Note that names given in term sheet for new 
entities may change.

Tim Proffitt is the Enron commercial lead on this transaction.  John Rain of 
Thompson & Knight (Dallas) is our outside counsel.  Robin Miles of Bracewell 
& Patterson (Houston) is representing Bank of America.  Thompson & Knight is 
doing initial draft of trust agreement (starting with Margaux form).

Let us know particulars of your team and counsel (names, firms, office and 
home contact info) and we will add them to the working group list and 
distribute.  The goal is to have this transaction closed by December 15, 2000.

Thanks again and let me know as you need additional information.

Regards, NJD

Nora J. Dobin
Senior Counsel
Enron Global Finance
Enron Corp.
1400 Smith Street
Houston, Texas  77002

713/345-7723 (phone)
713/853-9252 (fax)
E-mail:  [email-masked]

	"Lawler, James P." <[email-masked]>
	11/23/2000 08:07 AM
		 
		 To: "'Nora Dobin'" <[email-masked]>
		 cc: "Roberts, Ann E." <[email-masked]>, "'Doneene Damon'" 
<[email-masked]>, "'Shane Gunter'" <[email-masked]>
		 Subject: New Transaction

Nora; 
I was able to confirm that Doneen Damon of Richards Layton as well as Shane 
Gunter worked on the Margeaux transaction and will represent us on this new 
one as well. Doneen's email is [email-masked] and Shane's is [email-masked].  
For Wilmington, could you also add my associate Ann Roberts to your list. 
Ann's email is [email-masked].
Thank you very much and please let me know if there is anything else that you 
need. 
Regards, 
Jim 
Jim Lawler 
Vice President - Regional Manager 
Wilmington Trust Company 
1100 North Market Street 
Wilmington, Delaware 19890 
Phone:302.651.8775 
Email:[email-masked]