Enron Mail

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
Bcc:jordan.mintz@enron.com, mark.taylor@enron.com, sara.shackleton@enron.com
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)
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." <JLawler@WilmingtonTrust.com<
cc: Tim Proffitt/HOU/ECT@ECT, Chris Herron/Corp/Enron@Enron,
rainj@tklaw.com, Brenda L Funk/HOU/ECT@ECT, "Roberts, Ann E."
<ARoberts@WilmingtonTrust.com<, "'Doneene Damon'" <Damon@rlf.com<, "'Shane
Gunter'" <gunter@rlf.com<
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." <JLawler@WilmingtonTrust.com<
11/23/2000 08:07 AM

To: "'Nora Dobin'" <Nora.Dobin@enron.com<
cc: "Roberts, Ann E." <ARoberts@WilmingtonTrust.com<, "'Doneene Damon'"
<Damon@rlf.com<, "'Shane Gunter'" <gunter@rlf.com<
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