Subject: RE: Revised Term Sheet
From: "Michael Huerta" <[email-masked]>
To: "'Eric Schwerin'" <[email-masked]>, "'Devon Archer'" <[email-masked]>, <[email-masked]>, <[email-masked]>, <[email-masked]>, "'Hunter Biden'" <[email-masked]>
Date: Mon, 22 Nov 2010 19:04:18 -0500

Comments on the LOI below.

Abel/Lorenzo – any word from IBR on Data Room access?

Best regards,

Michael

-          Transaction or Proposed Transaction

o   Does not contemplate 49% of the tax flows (e.g., MACRs).  Unless this
has already been negotiated, we should be receiving 49% of all economic
benefits inclusive of cash and tax flows.

-          Transaction Price

o   What is the order of magnitude of the tax hit?  Can be non-trivial if
not structured properly (outright sale vs. contribution, etc).

o   Development fee of ~7.25% is high.  That said, the all-in cost with IBR
dev fee of $3.79/W is decent.  As per Abel’s matrix we should still
negotiate.

-          ROFR

o   As per SAN bringing it up, I think we need to have IBR covenant that
their purchase shall be subject to the same restrictions on distributions as
exists for the Purchaser immediately prior to Seller exercising their right.
The goal is to de-risk a transfer under this right from the lender’s
standpoint.  Not sure what the legalese looks like for this though.

-          Shareholders Agreement & Transaction Structure

o   2nd paragraph: should be more general and include “all economic
benefits” as opposed to solely “cash flows” unless, again, we are not
contemplating tax flows because they have already been negotiated away.

-          Required Steps and Approvals Necessary…

o   Due Diligence: Probably overkill, but should say “including but not
limited to the EPC contract, …., “ as well as adding the PPA.

-          Small typos:

o   Page 2, under 2: stray “y” after “Cooper Crossing Project”

o   Shareholders Agreement and Transaction Structure, 2nd paragraph:
“commitsthat” is one word, should be “commits that”

 

On Nov 19, 2010, at 4:38 PM, Devon Archer wrote:

FYI…please review

From: Abel Navarro Homet [mailto:[email-masked]] 
Sent: Thursday, November 18, 2010 10:19 AM
To: Devon Archer
Subject: RV: Revised Term Sheet

This was sent to IBE yesterday

  _____  

De: Pio Mortera Nales 
Enviado el: miércoles, 17 de noviembre de 2010 14:11
Para: Bakshi, Vikram
CC: Lorenzo Roccia; Castro Perez Manzuco, Jose Luis; Abel Navarro Homet
Asunto: Revised Term Sheet

Hello Vikram,

Please find attached a revised version of the Term Sheet for Alamosa and
Copper Crossing you sent. We have introduced some changes. Please, if you
have any comments or questions do not hesitate to come back to us. We look
forward to your feedback.

Best regards,

 

Pío Mortera Nales

Ingeniero Industrial

c/ Serrano 26, 8º I

28001, Madrid, Spain

Teléfono: +34 91 781 91 16  -  Fax: +34 91 431 42 01

Móvil: +34 600 574 212

e-mail:  <mailto:[email-masked]> [email-masked]

<Revised term sheet for Alamosa and Copper Crossing mark up.DOC>