Message-ID: <14413986.1075844565887.JavaMail.evans@thyme> Date: Thu, 7 Sep 2000 04:51:00 -0700 (PDT) From: sara.shackleton@enron.com To: kaye.ellis@enron.com Subject: Enron/Tahiti Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Sara Shackleton X-To: Kaye Ellis X-cc: X-bcc: X-Folder: \Sara_Shackleton_Dec2000_June2001_1\Notes Folders\Sent X-Origin: SHACKLETON-S X-FileName: sshackle.nsf I think this is identical. Also print Bali trust ----- Forwarded by Sara Shackleton/HOU/ECT on 09/07/2000 11:50 AM ----- "CHRIS KRECEK" 09/06/2000 05:05 PM To: "David Barbour" , "DEBORAH LOWE" , "MURIEL McFARLING" , "SCOTT OLSON" , , , , , , , , , , , , , , , , , , , , cc: Subject: Enron/Tahiti Attached are the transaction documents for Project Tahiti. Each of the documents is marked to show revisions against the version circulated last Wednesday, August 30. As we discussed on the phone, we have incorporated the business agreement reached between CIBC and Enron, as follows: The Tahiti Series Trust Agreement has been revised to require the consent of all certificateholders (which includes Fiji Z LLC, which can only consent with the consent of its Class B Member - CIBC) prior to (i) the creation of any series after December 31, 2000 (see definition of Series Supplement) and (ii) making any amendments to the purpose provision (which specifically limits the purposes of the Trust to holding Trust Property - defined as the warrants) or the definition of Series Supplement. The Subscription Agreement has been revised to provide that CIBC's commitment to fund on December 31, 2000 will be terminated if the Bali Trust receives any funds except in connection with the issuance of debt of the Bali Trust (which would require the consent of CIBC as the beneficial owner) or funds received from CIBC. Please be aware that because of the revisions described above, it was not necessary to incorporate all of Tim Elwood's comments received September 3, 2000. The documents in Word format are identified as follows: Closing Checklist (255001) Trust Agreement of Tahiti (254424) Beneficial Interest Certificate (254806) Series Supplement Creating Series Z (254816) Tahiti Series Z Certificate issued to Fiji Z (254975) Warrant Assignemtn (254974) Promissory Note from Tahiti (254802) Direction Letter to Owner Trustee of Tahiti (254976) Amended and Restated LLC Agreement of Fiji Z, L.L.C. (254423) Promissory Note from Fiji to Tahiti (254977) Amended and Restated LLC Agreement of Bora Bora (254978) Promissory Note from Bora Bora to Fiji (254979) Sale and Auction Agreement (255084) Independent Auctioneer Letter Agmt (254097) B Interest Assignment AGmt (254982) Assignment of Bali Promissory Note to Fiji (255717) Trust Agreement of Bali (255146) Reimbursement and Disclosure Agreement (255563) Promissory Note from Bali to Bora Bora (254981) Certificate Distribution Agreement (255568) Subscription Documents (255729); Certificate Interest Certificate to CIBC (254983); and Direction Letter to Owner Trustee of Bali (254980) If you have any questions, please call Muriel McFarling at (214) 659-4461. Chris Krecek, Secretary/Legal Assistant Andrews & Kurth L.L.P. 1717 Main Street, Suite 3700 Dallas, Texas 75201 Phone: (214) 659-4481 Fax: (214) 659-4401 Email: ckrecek@andrews-kurth.com CONFIDENTIALITY NOTICE: The information in this e-mail (including any attachments) is confidential, legally privileged and intended only for the use of each recipient named above. If you are not an intended recipient, you must not read, use or disseminate this information. If you have received this e-mail in error, please notify the sender immediately by reply e-mail and delete this e-mail from your computer. VIRUS WARNING: Although this e-mail (including any attachments) is not intended to contain any virus or defect that may affect your computer, you are responsible for ensuring that no virus or defect exists. The sender disclaims any responsibility for any loss or damages arising from any virus or defect associated with this e-mail. - 255729.doc - 254424.doc - 254802.doc - 254806.doc - 254816.doc - 254974.doc - 254975.doc - 254976.doc - 254977.doc - 254978.doc - 254979.doc - 254980.doc - 254981.doc - 254982.doc - 254983.doc - 255001.doc - 255084.doc - 255097.doc - 255146.doc - 255563.doc - 255568.doc - 255717.doc - 254423.doc