LJM2 APPROVAL SHEET This Apprt~val Sheet should be used to agprove Enrons partic:oanon in any transactions involving UM Cayrnan. L.P ('UMI") or 12 Co-Investment. L.? ("UM2) LJM I and UM2 will collezively be referred 10 as UM~ This Approval Sheet is in addition jOt Ifl lieu 00 any other Eruon anprOvals that may be required. GENERAL Deal name: R.apror Dare Approval Sheet completed: April 18. 2000 Enron person completing this form: Trushar Patel Expected closing date: May 4, 2000 Business Unit: Enron Corp. Business Unit Originator: Ben Glisan This transaction relates to DUMI and/or 0LJM2. This transacnon is 0 a sale by Enron Da purchase by Enron Da co-sale with Enron Da co-purchase with Enron and/or 0other __creation of hedging structure________ Person(s) negotiating for Enron: Ben Glisan Person(s) negotiating for LJM: Michael Kopper Legal counsel for Enron: Vinson & Elkins Leial counsel for LINt: Kirkland & Ellis DEAL DESCRIPTION Talon I LLC ("Talon") is a snecial purpose entity organized for the purpose of entering into certain derivative transactions. LJM2. through its 100% voting control of Talon. has the unilateral ability to make the invesmient decisions for Talon and is not conrracnially ~ated to execute any derivative transacrions with Enron. LJM2 will execute derivative transactions with Harrier I LLC a wholly-owned subsidiai-v of Enron, to the extent those investment decisions are aligned with LJM2s investment objectives. Enron, through Hamer, will offer LJM2 the opportunity to execute derivative instruments relating to both public and private energy and zelecomniunication investments made by Eriron. ECONOMICS Talon's disnibutions to equity holders will be limited by earnings at Talon. To the extent there are earnings and sufficient cash to distribute, distributions will be made according to the following waterfall: * First, S4l million to LJM2 * Second. distributions as necessary until LJM2 receives a 30% IRR over the term of the sn~.icture (unless the ERR. was achieved through the S4 I million distribution above) * Third, 100% to the special limited parmership interest. Harrier I LLC, a wholly-owned subsidiary of Enron DASH See attached. 4 AFlOO'iS3 ASm~I..j.i Cm ni~Aain J~'4Ain,u'.i 0CC GOVERNMENT EXHIBIT 7633 Crim No H-04-0025 I "FOIA CONFIDENTIAL TREATMENT REQUESTED BY ANDREW FASTOW" I ¶ U?'ml ~ihPPRO~A~L SHEET Pate 2 ISSUES CHECK-LIST Sale Options a. If this nansacnon is a sale of an asset by Eriron. which of the following opoons were considered and reje~ed: DCondor OJEDI H ~Thu'd Party DDuec: Sale. Please exniaan: Not a sale of an asset by Enron b. Will this transacnon be the most beneficial alternanve to Enron? 0Yes ~No. it Do. please explain:____________ c. Were any other bids/offers received in connection with this nansacoon? DYes ~No Please explain: Pnvate structured finance nansacnon 2. Prior Oblaganons a. Does this nansaction involve a Qualified Investment (as defined in the JEDI II parmership aFeemeor)" DYes ~No. If yes. please explain how this issue was resolved: ___________________________________________________________ b. Was this transaction required to be offered to any other Enron affiliate or other party pursuant to a contractual or other obligation? DYes ~No. If yes, please explain: ___________________________________________________________ 3. Terms of Transaction a. What are the benefits (financial and otherwise) to Enron in this iransacnon7 OCash flow DEamings 0Other Ability to hedge mark-to-marker exposure on Investments in publicly and privately held con~anies b. Was this transaction done strictly on an arm's-length basis? 0Yes DNa. If no. please explain:__________________ c. Was Enron advised by any third parry that this transaction was nor fair, from a financial perspective, to Enron? DYes 0No. If yes. please explain:________________________________________________________________ d. Are all LJM expenses and our-at-pocket costs (including legal fees) being paid by LJM? DYes 0No. If ~lo, is this marker standard or has the economic impact of paying any expenses and our-at-pocket costs been considered when responding to items lb. and 3.b. above? EYes DNa. 4 Compliance a. Will this transacuon require disclosure as a Certain Transaction in Enron's proxy statement? EYes DNa. b. Will this transaction result in any compensation (as defined by the proxy rules) being paid to any Enron employee? DYes 0No. c. Have all Enron employees' involvement in this n'ansacnon on behalf of UM been waived by Enron's Office of the Chairman-in accordance with Enron's Conduct of Business Affairs Policy? 0Yes DNa. If no. please explairv d. Was this transaction reviewed and approved by Enron's Chief Accounting Officer? EYes DNo. e. Was this transaction reviewed arid approved by Enron's Chief Risk OffIcer? 0Yes DNo. C. I-las the Audi: Comrriirxee of the Enron Corp. Board of Directors reviewed all Enron/LTM transactions within the past twelve months? DYes 0No. (The Audit Committee has not held a meeting since LIM2's formation.) Have all recomrnendanons of the Audit Committee relating to Enrori/LJM transactions been taken into account in this n-ansacnon? DYes DNo. AFIOO 184 *FOIA CONFIDENTIAL TREATMENT REQUESTED BY ANDREW FASTOW' L.JM APPROVAL SHIET ~'3C 3 ~!PROVALS - .hSinesS Unit Business Unit Legal Enron Corp. Legs] Global Finauice Legal RAC Accounting Executive Siguat~are ~ Rex Rogers Scott Sefton Rick Buy Rick Causey Jeff Skilling 4 AF 100 185 H ~ ZJMA.... ~ "FOIA CONFIDENTIAL TREATMENT REQUESTED BY ANDREW FASTOW Name Ben Ghsaui Date S.- ~-OO