Subject: RE: Revised Term Sheet
From: "Abel Navarro Homet" <[email-masked]>
To: "Michael Huerta" <[email-masked]>, "'Eric Schwerin'" <[email-masked]>, "'Devon Archer'" <[email-masked]>, "Lorenzo Roccia" <[email-masked]>, "Pio Mortera Nales" <[email-masked]>, "'Hunter Biden'" <[email-masked]>
Date: Tue, 23 Nov 2010 09:43:53 -0500

Hi everyone

We have been meeting with the people from Iberdrola this morning and the Data Room should be ready this week. We are also meeting this evening with PWC team to discuss the new sensibility analisis that I am attaching you, basicly with the new Santander conditions we would be gaining around 80 bp of IRR. The main conditions changed are the gearing ( Now 67% instead of 60% ) and the maturity ( Repayment years 14,5 years ; 16 years senior debt ). Additionally to this there has been some fees reductions that has also affected the IRR  in a minor way.

Regarding the below questions, we would be ready to answer them after today´s meeting. Regards to all

Abel Navarro Homet

Managing Partner

c/ Serrano 26, 8º I
28001, Madrid, Spain
Teléfono: +34 91 781 91 16  -  Fax: +34 91 431 42 01
Móvil: +34 607 706 609
e-mail: [email-masked]<mailto:[email-masked]>

________________________________
De: Michael Huerta [mailto:[email-masked]]
Enviado el: martes, 23 de noviembre de 2010 1:04
Para: 'Eric Schwerin'; 'Devon Archer'; Lorenzo Roccia; Abel Navarro Homet; Pio Mortera Nales; 'Hunter Biden'
Asunto: RE: Revised Term Sheet

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

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