EFTA00698599.pdf

From: Eileen Alexanderson - To: jeffrey E. <jeevacation@gmail.com> CC: Subject: Re: hitch with the timber sale Date: Tue, 30 Dec 2014 11:43:18 +0000 Richard Joslin , Melanie Spinella Purchaser is Stafford Timberlands. $2bi1 AUM. They are an investor in two other Molpus Woodlands funds, certainly real, though hard to understand why logistics around their need to make cap call weren't brought forth sooner. Re interest payment, Rich spoke to Brad yesterday morn on this. Rich, please update status for Jeffrey. On Dec 29, 2014, at 10:55 PM, jeffrey E. <jeevacation@gmail.cotn> wrote: who is the purchaser?? are they real? 2. are we paying the interest on thenote with funds through debra as discusseed. On Mon, Dec 29, 2014 at 11:43 PM, Eileen Alexanderson wrote: We received the email below at midday today saying purchase agreement would be signed but closing looked unlikely by 12/31 since fund which will own the interests needs to call capital to fund. Extremely odd to just get notice on this now given numerous references in email communications to closing this week. Molpus Woodlands GP has confirmed they are ready to close and have interests assigned by 12/31 as are we. PW attorneys have dialog still in progress with hope we can close for 12/31 but we would get paid on some tbd definitive date before Jan 14th. I asked my contact at Eaton Partners to check in directly with the purchaser. 1 will forward his response next. Hopefully he has the right line, he says purchaser is on board with 12/31 close. Will be back with update in the morn. Begin forwarded message: From: Rebecca Patrickson Date: December 29, 2014 at _ _ To: "Jacob, Elana NI" Cc: Ada Clapp "Scott, John M , Eileen Alexanderson Rosemary Jackson Subject: RE: Sustainable Woodlands Fund II, LP - Assignment Agreement IWB-WBI.F1D49367551 Dear Elana, Thank you for your confirmation regarding the Assignment Agreement. My client does have the subscription documents in process with the GP, however, I think they may be some misunderstanding as to when closing will take place. Although I am confident we can agree the Purchase Agreement by the year end, our client can only make the call capital once we have a signed Purchase Agreement, and have received consent from the manager. The consent from the manager is not likely to be received until sometime in the next week or two. Hence it is probably best that the distribution due to be made on 30th December go to the vendor and then can be subtracted from the price (prior to discount) in the Purchase Agreement. We would therefore expect closing to take place around mid-January. Thank you for your email regarding the warranties and representations. Please can you clarify in what circumstances, if any, the right of rescission would arise under New York law after closing. With regard to the appointed agent we can offer an address in the US but not in New York. An alternative (that we would prefer if it is acceptable to you) is that we amend the clause to say that in the event of a dispute, the Seller can require Stafford in writing within 5 Business Days of such request to appoint an agent for service in New York. EFTA00698599 Kind regards, Rebecca Rebecca Pathan= Associate T. F: LotWedlake Bell Wedlake Bell LLP 52 Bedford Row London WC I R 4LR T: F DX 166 London Chancery Lane I www.wedlakebell.com ct.‘, Before punting Iles email please consider Ishedier it is necessary Ice you to do so. Whittington Babies Vnadiake Bel LLP ea limited lieDilty partnership incorporated in England and Wales with registered number 0C3519130 Wedtake Bell LLP is authansed and regulated by the Solicitors Regtration Authority inder number 533172 Ks registered office and prncipal place of euvness is al 52 Bedford Row. London WCIR 4LR. A leg of rianT060) may De inspiCed at this 000634 The IBM Pane( is used to reler to a member of Vitodleke Bel LLP. This email, and any attachment is from a firm of Englsh scooters. k comans informatem when is cord-de:Mal and may be legally pnvileged II you are net the person mended to rearm it or a copy of it peaw notify the sender by reply email as 'son as possbe. In these circumstances please delete the e-mail on your system and do nOr. CCOy 06.010S. its corierls Of lake any action n reliance upon II MOOS'S note that *mats sent Dy Or SO any person through ow IT systems nay be seen by other members of the tan This mai has been checked for potential computer wines using Mmecast technology. From: Jacob, Dana M mailto Sent 29 December 2014 15:30 To: Rebecca Patrickson Cc: Ma Clapp; Scott, John M; Eileen Alexanderson; Rosemary Jackson Subject: RE: Sustainable Woodlands Fund II, LP - Assignment Agreement [WB-WB1.FID4936755] Rebecca, We are fine with the comments to the Assignment Agreement. Can you confirm that your client has the subscription documents in process with the GP? Thank you, Elana Elana M. Jacob I Associate Paul, Weiss, Rifkind. Wharton & Garrison LLP 1285 Avenue of the Americas I • 19-6064 hone) Direct Fax) Ma.W.palliweiqc.atal EFTA00698600 From: Rebecca Patrickson Sent: Monday, December 29, 201 . To: Jacob, Elena M Cc: Ada Clapp; Scott, John M; Eileen Alexanderson; Rosemary Jackson Subject: RE: Sustainable Woodlands Fund II, LP - Assignment Agreement (WB-WBI.F1D4936755] Dear Elana, Please find attached a clean version of the Assignment Agreement and a comparison so you can see the small changes we have made. Kind regards, Rebecca Rebecca Patrickson Associate T: stmageSXUALL≥ Wedlake Bell LLP 52 Bedford Row London WC1R4LR T: F: I DX 166 London Chancery Lane I yonLyalthilsigtagtm einage002.gif> <imaoe003.gif> Before pulling ths email please consider whether rid necessary For )ou to do so. <image004.gif> VIedlake Bel LIP 6 a limited saniity partnerpig incorporated in England end Wales with registered flambe, OC351PBO Wediake Bed LLP is aull•onsed and regulated by the Solcitoes Regulation Authority under number 533172 Its registered al ide anti ;modal placed business is at 52 Bedford Row. London 11/C1R SLR. A ItS d rneMbetS may De inspected at ths address The Icon ParVier is use(' to refer to a rriorrber d Wedlake Bel LIP This email, and any attachment is from a firm of Engish 'owners. It contains information whch is confidential and may be legally prunieged you are not the person mended to receive n or a copy of it please notify the sender by reply email s soon as possble. In these circumstances please debate the ...mall on your system aid do nCe copy cr (16405.0 Its =lents of take any action n reliance upon II Plea Se note IW19mals Sent Dy Or ,0 any person through OW rr SYStOMS may be seen by other members of the firm This real has been checked for potereel compete( sisoa using lAmecast technology. From: Jacob, Dana M [mike Sent 27 December 2014 22: To: Rebecca Patrickson Cc: Ma Clapp; Scott, John M; Eileen Alexanderson; Rosemary Jackson Subject: RE: Sustainable Woodlands Fund II, LP - Assignment Agreement Rebecca, Attached for your review is a draft Assignment Agreement (including the GP consent), which is based on a preferred form that the Fund has provided to us. Please let us know of any comments - this will need to be signed by all parties and delivered at closing. EFTA00698601 Regards, Elena Elana M. Jacob I Associate Pant, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York. NY 10019-6064 Direct Phone) Direct Fax) simi.paulwciasSinn Your message contain% the follow:rig anachrneras: Description I Name Type Ste 'FILE 141 I ]Molpus - Assignment Agreement.DOC [Winos - Assignment Agreement From: Jacob, Elena M Sent: Wednesday, December 24, 2014 11:14 PM To: 'Rebecca Patrickson' Cc: Ada Clapp; Scott, John M; Eileen Alexanderson; Rosemary Jackson Subject: RE: Sustainable Woodlands Fund II, LP - Comments to Sale and Purchase Agreement (WB-WELFID4936755] Rebecca, Thank you for the revised draft of the Purchase Agreement. We are fine with the changes but have one comment regarding the reversion back to "Warranties" versus "Representations and Warranties." It is our understanding that the distinction relates to remedies available under UK law (whether the remedy is at law or in equity), however, because the contract is governed by NY law, we would like to define "Warranties" to include both representations and warranties, as the distinction does not apply under NY law. I have made the comment in the attached, as well as two minor nits. Additionally, there is an open item relating to the Purchaser's appointed agent (Section 6.3.3), which will need to be filled in. We are otherwise signed oft' and in a place to move towards signing the agreement and closing prior to the end of the year. We will send along a draft Assignment Agreement (which includes a GP consent) for your review within the next couple of days. Happy holidays! Regards, Elana Elana M. Jacob I Associate Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York NY 10019-6061 (Direct Phone) (Direct Fax) apaiilweissam Your message contains the followingattachments: Description Size k 1 &tile-Pro Redline - 9773129-vs and 9773129-v6.pdf Redline - 9773129-vs and 9773129-v6.pdf FILE 98.8 141212 Sale and Purchase Agreement • Molpus SWF II (PW omments) I:hanqe-Pro 141212 Sale and Purchase Agreement - Molpus SWF II (PW omments).DOCX FILE 86.7 EFTA00698602 From: Rebecca Patrickson Du* Sent: Tuesday, December 23, 2014 7:57 AM To: Jacob, Elena M Cc: Ada Clapp; Scott, John M; Eileen Alexanderson; Rosemary Jackson Subject: RE: Sustainable Woodlands Fund II, LP - Comments to Sale and Purchase Agreement [WB-WELFID4936755] Dear Elena, Please find attached the draft Purchase Agreement which we have amended, and a comparison to the version you sent on 18 December. Can we have a copy of the distribution numbers which form the basis of the figure of $281,013, as set out in clause 1.1.17. Please note that from close of business today I will have an automatic email response to say I am out of the office until 5 January. However, I will still be responding to emails relating to this matter so please do not hesitate to contact me. Kind regards, Rebecca Rebecca Patrickson Associate F: <mage001.O> W lore Row London WCIRI4L: DX 166 London Chancery Lane I www.wedlakebell.com g3age0j12..ggi≥.sjmiggeQQ3401.?. Beton, Prebtin0 'INS email Plea,. COneirler serener it is necessary !Or yOU to 00 SO <image004.gif, V.edlake Bel LIP is a ranted riabrIty partnership incorporated in England and NVates with root:tore:I number OC351980. Weoltalte Bell LLP is autheneed and regulated by the SOICOOrb FlOgication Authority under number 533172 Its registered once and DenCiDel DISCO Of !Adman Is al 52 Bedford Row. London WC1R 4LR. A of of members may be inSDOCed at the eddress The tens Partner is used 10 refer tO a rooster of I/Amicke Bel act This r:smail, and any attachment. is from a twin of &Van sthIclIces contains information whothi is confidential and may be legally prlyeaged II you are not the parson Wended 10 (Boone it or a COPY 01 it Pease notify the Sender by reply aaaaa as Kan as 005513,0 In make CarCAMnStarCe8 Pieeee delete the email on your system and do not copy or dedose its cameras or lake any action n reliance upon t Please note but e.mails sent by or to any person through out IT systems may be seen by other members a the fin This emal has been checked for ptherthal computer Aruses using lAmecast technology. From: Jacob, Dana M Sent 22 December 2014 17:2 To: Rosemary Jackson; Rebecca Patrickson Cc: Ma Clapp; Scott, John M; Eileen Alexanderson Subject: RE: Sustainable Woodlands Fund II, LP - Comments to Sale and Purchase Agreement (W6-WBLFID4936755J EFTA00698603 Rebecca, I just wanted to follow-up to see if you have any comments or questions about the draft Purchase Agreement we sent over. Please let us know if you would like to discuss anything. Regards, Elena Elana M. Jacob I Associate Paul, Weiss, Rifkind, Wharton & Garrison LLP the on 19-6064 Direct Phonellill..Diroct Fax) I www.paulweiss.com From: Rosemary Jackson [mailto: Sent: Friday, December 19, 2014 5:59 AM To: Jacob, Elena M Cc: Ada Clapp; Scott, John M; Eileen Alexanderson; Rebecca Patrickson Subject: RE: Sustainable Woodlands Fund II, LP - Comments to Sale and Purchase Agreement [WB-WELFID4936755] Dear Elana Many thanks for this; may I suggest that my colleague Rebecca Patrickson, copied on this email, reverts to you on your comments ne is not in the office today, but should be in a position to progress this on Monday; Kind regards Rosemary Rosemary Jackson F: i mage001.gif> Wedlake Bell LLP 52 Bedford Row London WC IR aLR T: F: DX 166 London Chancery Lane I www.wedlakebell.com Amagenulgit li umigglKagL SOSO,. caroling the email Please COnSiGar *goner 11 n necessary torrou lobos° ≤jraagg&I,giL Itiledlake Bel LIP n a limited riabilty partnership incorporated in England and iiVales eith regsfetod numtet 0C351960. LS/Slake Cell LLP is raythsesed and regulated by lie Solders RogUabon AuMOray vneer member 533172 116 registered 0 ,03 and Orncipal place of Ottriiin966 IS 9152 Redford ROVI. Loden WCIR 41.R. A or or members may be inSPECed al INS ad&ess Tee lean Partner' is used 10 refer b e member of weak*. Bet The e-mail. and an/ attachment n from a Um of E north &visitors 5 contains inforinaten %Own is confidential and may be legally vivileprl 11 you are net the parson 'ended so receraD n or a Copy Of It Deane nnfifY me Sender lei reply e-mad as somas OOSSOie In mese circurniStanCell pease delete the email on yout system and do not copy or declose as contests w take any action n 'chance upon it. Please note that seals sent by or to any person through car IT systems nay be seen by other members of the inn This ernal has been checked for Wertz, computer shwas using Pametast teceneleglr EFTA00698604 Front Jacob, Elana M rmailto Sent Thursday, December 18, 2014 11:34 PM To: Rosemary Jackson Co Ma Clapp; Scott, John M; Eileen Alexanderson Subject: Sustainable Woodlands Fund II, LP - Comments to Sale and Purchase Agreement Rosemary, By way of introduction, I am working with Alexander Mejia of Eaton Partners LLC, as well as Eileen Alexanderson and Ada Clapp. In connection with the sale of interests in Sustainable Woodlands Fund, L.P., we have reviewed the draft Purchase Agreement and I have attached our proposed draft of the agreement (both a clean version and blackline to your draft are included). Please let us know if you have any questions/comments about the attached - we are happy to discuss at your convenience. Regards, Elana Elana M. Jacob I Associate Paul. M'eiss, Rilkind. Wharton & Garrison LLP 1285 Avenue otthc Americas 1 New York. NY 10019-6064 Direct Phone)1 (Direct Fax) www.paulweiss.com This message is intended only for the use of the Addressee and may contain information that is privileged and confidential. If you are not the intended recipient, you are hereby notified that any dissemination of this communication is strictly prohibited. If you have received this communication in error, please erase all copies of the message and its attachments and notify us immediately. please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. 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