Message-ID: <395813.1075844468491.JavaMail.evans@thyme> Date: Mon, 27 Nov 2000 00:43:00 -0800 (PST) From: mary.cook@enron.com To: tanya.rohauer@enron.com, nora.dobin@enron.com Subject: Joshua Tree VPP Financing Cc: jordan.mintz@enron.com, mark.taylor@enron.com, sara.shackleton@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: jordan.mintz@enron.com, mark.taylor@enron.com, sara.shackleton@enron.com X-From: Mary Cook X-To: Tanya Rohauer, Nora Dobin X-cc: Jordan Mintz, Mark Taylor, Sara Shackleton X-bcc: X-Folder: \Sara_Shackleton_Dec2000_June2001_1\Notes Folders\Notes inbox X-Origin: SHACKLETON-S X-FileName: sshackle.nsf 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) mary.cook@enron.com ----- 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: nora.dobin@enron.com ----- 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." cc: Tim Proffitt/HOU/ECT@ECT, Chris Herron/Corp/Enron@Enron, rainj@tklaw.com, Brenda L Funk/HOU/ECT@ECT, "Roberts, Ann E." , "'Doneene Damon'" , "'Shane Gunter'" 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: nora.dobin@enron.com "Lawler, James P." 11/23/2000 08:07 AM To: "'Nora Dobin'" cc: "Roberts, Ann E." , "'Doneene Damon'" , "'Shane Gunter'" 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 damon@rlf.com and Shane's is gunter@rlf.com. For Wilmington, could you also add my associate Ann Roberts to your list. Ann's email is aroberts@wilmingtontrust.com. 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:jlawler@wilmingtontrust.com