FYI.  I don't think it will take long to get a draft.  I'm happy to 
coordinate with Sarah and Accounting.  Is it Mary Lynn that I should talk to?

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 09/28/2000 09:22 
AM ---------------------------


"Heather Brown" <hbrown@bracepatt.com> on 09/27/2000 07:19:21 PM
To: <Kay.Mann@enron.com>
cc:  

Subject: Re: More stuff

Thanks for the information.  If I deciphered this correctly, this is going to 
be what I would call an "autoborrow" facility ... Enovate's cash flow is 
swept into an account.  Each day:  (i) if Enovate's cash position is short 
(and availability remains under the loan agreements) advances are made under 
each loan agreement (probably directly into the acount), and (ii) if 
Enovate's position is long, the positive balance of the account is applied 
towards the outstanding loan balances, if any.  We'll need to get minimum 
target amounts (i.e., do you really want them paying down $1.00 of each 
loan?) from the business people.

Based on the foregoing, I suspect that these will be single-lender, prime 
rate based loan agreements (otherwise it would be a huge operational 
headache).  Once you confirm the single lender part, that will be enough 
preliminary information for me to start on a loan agreement.

Heather

>>> <Kay.Mann@enron.com> 09/27/00 06:20PM >>>
Hi Heather,

Don't have the answers to your questions, but I wanted you to see the
attachment to Gregg's email.  It outlines some of the commercial aspects of
the loan agreement, although it might not be in a form you can easily
decipher.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 09/27/2000 06:19
PM ---------------------------

                                                      
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To:   Gregg Penman/Corp/Enron@Enron
cc:

Subject:  Re: More stuff  (Document link: Kay Mann)

1.  I haven't seen the paperwork on the name change.  I asked around
yesterday, and I have someone checking it out.  Initially going through
Corp (vs. ENA) made it a bit more complicated to track down.

2.  I believe I sent you a form services agreement to review.  I think that
the parameters for performing certain services can be captured by way of
reference to a named guideline or procedure, or by attachment as an
exhibit.  I will resend the email for your easy reference.

Hope this helps.

Kay





                                                      
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To:   Kay Mann/Corp/Enron@Enron
cc:

Subject:  More stuff

1-Is there anything left to do to change the name under the LLC agreement
to enovate?
   2-I am attaching the overview cash protocol that was discussed during
our meeting with Treasury, Accounting and Finance.  Who can begin crafting
a services agreement around this template?
(See attached file: Cash Protocol.doc)
That's it for this moment.

Thanks,

Gregg