Enron Mail

From:david.delainey@enron.com
To:jeff.donahue@enron.com, joseph.deffner@enron.com
Subject:El Paso/ECP
Cc:
Bcc:
Date:Mon, 25 Sep 2000 13:13:00 -0700 (PDT)

Joe, part of this deal is repayment of the sub debt at par and a series of
cashflows that we would probably like to monetize. Have you looked at this?

Jeff, I would like to get your view on the economics - basically they are
giving us 89% of our carry value in cash and 11% of our carry value in a
contingent payment payable at restructuring or sale of their partnership.
Lets discuss ASAP.

Regards
Delainey
---------------------- Forwarded by David W Delainey/HOU/ECT on 09/25/2000
08:10 PM ---------------------------

Enron North America Corp.

From: Brad Alford 09/25/2000 05:34 PM


To: David W Delainey/HOU/ECT@ECT
cc: W David Duran/HOU/ECT@ECT, Joseph Deffner/HOU/ECT@ECT
Subject: El Paso/ECP

At Dave Duran's request I have attached for your information two files
containing a term sheet from El Paso reflecting the final terms as negotiated
and a spreadsheet analysis of the valuation of that offer ($206.6mm). The
offer analysis uses a discount rate on the El Paso Deferred and Scheduled
Payments of 8.25%. This rate is the middle of the range of a recent quote
from Treasury/RAC as to the expected rate at which we will be able to
monetize this payment stream. The Contingent Payments are in the form of a
residual preferred partnership interest that we will retain and are
discounted at the current project rate with a probability adjustment. The
residual partnership interest should allow us to fair value these contingent
payments (as we are currently doing on the existing contingent payments) and
should also be beneficial to the tax structure of the transaction.