EFTA00867929.pdf

From: "jeffrey E." <jeevacation@gmail.com> To: Eileen Alexanderson , Richard Joslin a>, Melanie Spinella Subject: Re: hitch with the timber sale Date: Tue, 30 Dec 2014 03:55:17 +0000 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. I will forward his response next. Hopefully he has the right line, he says purchaser is on board with 12131 close. Will be back with update in the morn. Begin forwarded message: From: Rebecca Patrickson Date: December 29, 2014 at 12:20:07 PM EST To: "Jacob, Elana M" Cc: Ada Clapp "Scott, John M" a>, Eileen Alexanderson Rosemary Jackson Subject: RE: Sustainable Woodlands Fund II, LP-Assignment Agreement (WEI-WBI.FID4936755] 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. Kind regards, Rebecca EFTA00867929 Rebecca Patrickson Associate c'„,Wedlake Bell Wedlake Bell LLP 52 Bedford Row London WC1R 4LR T: I F: DX 166 London Chancery Lane I Before rinbn this email lease consider whether it a necessary for you to do so „Whittington Babies Weclaae Bell LLP is a Imiled liablity partnership incorporated in England and Wales with registered number OC251980. Weclake Bell LLP is authorised and regulated by the Solicitors Regulation Authority under number 533172 Its registered office and principal place of business is at 52 Bedford Raw. London' EIR 4LR. A is! of mentors may be nspocted at this address The term Partner is used to refer to a member of Wedlake Bel LLP This °mat. and any attachment. is tom a firm of English solators It contains miennabon which is confidenbal and may be legally prroleged. 11 you are not the person intended to receive d or a copy of it please codify the sender by reply e-mail as soon as possible. In these arcionstances please delete the a mai on your system and do not copy or dtscbse its contents or take any aCion n reliance upon it Please note that e-inails sent by or to any person through our IT ardent may be seen by other members of the firm This email has been checked for potential computer viruses using lAmecast tectndogy From: Jacob, Elana M Da] Sent 29 December 2014 15:30 To: Rebecca Pabickson Cc: Ma Clapp; Scott, John M; Eileen Alexanderson; Rosemary Jackson Subject: RE: Sustainable Woodlands Fund II, LP - Assignment Agreement [WB-W81.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 Elena M. Jacob I Associate Paul. Weiss. Rilkind. Wharton & Garrison LLP the Americas I I9-6064 (Direct Phone) (Direct Fax) From: Rebecca Patrickson • Sent: Monday, December 29, 2014 9:06 AM To: Jacob, Elena M Cc: Ada Clapp; Scott, John M; Eileen Alexanderson; Rosemary Jackson Subject: RE: Sustainable Woodlands Fund II, LP -Assignment Agreement [WB-WB I.FID4936755] Dear Elana, EFTA00867930 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 Pantheon Amonate or Row I nneinn wr IR ALR F: X 166 London Chancery Lane smage092,9da smageOlagik Before printing tn is anal please candor ...nether it's necessary for you to do so <image004.gif> Melaka Bell LLP is a intact rubbly partnership ncorporated in England and Wales with registered number 0G151990 Wed** Bell LLP is authorised and regulated by the Soltcitors Regulation Avhccity under number 5S3172 Its registered office and principal place of business is at 52 Bedford Raw. London WGIR4LR.Aist of members may be respected at this address. The term Perrier is used to refer to a member of Wedlake Bel LLP This prnal and any attachment. is from a firm of English soicitors. It contains information which is confidential and may be legal?, primieged. If you are not the person intended to recano it or a copy of it please notify the sender by reply entail as soon as possible. In these cecurratarces please celete the ems' on you system and do not copy or disclose it: contents or take any ad.= is reliance upon a Please note slat e-mails sent by a to any person thrcugh COI IT systems may be seen by other members of the firm. This email has been checked for potential computer viruses using klimecasl technok:gy. From: Jacob, Elana M (ifisitto; Sent: 27 December 2014 22:15 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. Regards, Elena Elan M. Jacob I Associate Paul. Weiss. Rilkind, Wharton & Garrison LLP mericas I New York. NY 10019-6064 cii Phone) Direct Fax) EFTA00867931 Your message contains the following armaments: Description Name Type Size [Molpus - Assignment Agreement - Assignment Agreement.DOC (FILE 141 From: Jacob, Elana 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-WB1.FID4936755] 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 off 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 Elena M. Jacob I Associate Paul. Weiss. Rilkind, Wharton & Garrison LLP 1285 Avenue of the Americas I 19-6064 airect Phone) I (Direct Fax) Your message contains the following attachments: Description Name Type Size Change-Pro Redline - 9773129-vs and 9773129-v6.pdf Change-Pro Redline - 9773129-v5 and 9773129-v6.pdf FILE 38.8 141212 Sale and Purchase Agreement - Molpus SWF II (PW 141212 Sale and Purchase Agreement - Molpus SWF II (PW FILE B6.7 Comments) Comrrients).DOCX From: Rebecca Patrickson [rnaffloj Sent: Tuesday, December 23, 2014 7:57 AM To: Jacob, Elana 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-WB1.FID4936755] Dear Elana, EFTA00867932 Please find attached the draft Purchase Agreement which we have amended, and a comparison to the version you sent on I S 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 entails relating to this matter so please do not hesitate to contact me. Kind regards, Rebecca Rebecca Patrickson Associate T: F <image001.gif> WersakaitelLLLP_S2Reciford Row London WC 1R 4LR T: F: X 166 London Chancery Lane I rnacie.1142,oit Before prelim? Ulm email plea:* consider AlleOier it is necessary for you to do so simageftagiL Wedake Bell LLP is a gaited totality partnership ncaparated in England and Wales with registered number ocasisso. Wedske Bell LLP is authorised and regulated by the Schafer: RegutaticnAuthceity under number 533172. Its registered office and principal place of business is at 52 Bedford Rm. London WEIR OLR.A 1st of members may be nspected at this address. The lam Perna is used to refer !cementer of Wedlake Bel LLP. TNs email. and any attachment. is from a Erin of English soldiers. II contains inIcernaton whch is cceddenbal and may be legally engaged. If you are not the person intended to recerna it ore ccipy of it please notify the sender by reply e-mail as seen as possitie. In these cecumstances please delete the *mat on your system and dance copy or disclose its contents or take any eaten n reliance upon it. Please note that e-mails sent by ce to any canon through our IT systems may be seen by other members of the form. This email has been checked for potential computer viruses using Llamas, technology. From: Jacob, Elana M mailto: Sent 22 December 2014 17:26 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 [WB-V/B1.F10493675S] 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. EFTA00867933 Regards. Elana Elana M. Jacob I Associate Paul. Weiss. Rilkind. Wharton & Garrison IA, (the Americas • • ' 0019-6064 (Direct Phone (Direct Fax) From: Rosemary Jackson ['milt° Sent: Friday, December 19, 2014 5:59 AM To: Jacob. Elana M Cc: Ada Clapp; Scott, John NE Eileen Alexanderson: Rebecca Patrickson Subject: RE: Sustainable Woodlands Fund IL LP Comments to Sale and Purchase Agreement [WS-W81.FID4936755) Dear Etana Many thanks for this; may I suggest that my colleague Rebecca Pabickson. copied on this email, reverts to you on your comments: she Is not in the office today, but should be in a position to progress this on Monday: Kind regards Rosemary Rosemary Jackson T: F: umage001.git> W d Row London WC1R 4LR T: I F: I DX 166 London Chancery Lane I <image002.gif> <image003.gL> Setae printng this email phase consider whether it* necessary for you to do so simagtaagiL Wedake Bell LLP is a 'Wed rubbly partnership neap:waled in England and Vfalas with registered number OC151980. Weclake Bell LLP is sulharzed and regulated by the Seltators RegulabcnAuhcaly under number 533172 Its registered office and principal place of business is at 52 Bedford Raw. Landon WCIR 4LR.A ist of members may to inspected al this address. The term Partner is used to refer to a member of Wedlake Bel LLP This e mat. and any attachment. is from a firm of Englen solcdors. II contains inkonation whch is co-AMMO' and may be legally prinleged. II you are net the person 'Mended to recems it or a copy old please netey the sender by reply omal as aeon as possible. In these cicumstances please delete the email on rats system and done.' copy ce disclose its contents or take any action it reliance upon it. Please note that e-mails sent by or to any person through our IT systems may be seen by other members of the fem. This email has been checked for potential computer viruses using kernecast lachnobgy. From: Jacob, Elena M [ria Sent: Thursday, December 18, 2014 11:34 PM To: Rosemary Jackson Cc: Ma Clapp; Scott, John M; Eileen Alexanderson Subject: Sustainable Woodlands Fund II, LP - Comments to Sale and Purchase Agreement EFTA00867934  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, M, 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 Hans M. Jacob I Associate Paul. Weiss. Rilkind, Wharton & Garrison LLP the Americas I9-6064 (Direct Phone (Direct Fax) 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 ]EE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA00867935