Kay -- The attached notes look like they would be used for member loans to 
Enovate under the LLC Agmt (i.e., loans for capital expenditures and other 
purposes not covered by the credit facilities provided under the Credit 
Agreements).   (As you'll see when you review the attachments, those notes 
are non-interest bearing demand notes.)

Re:  the attached form of note -- it should work for purposes of member loans 
under the LLC Agmt, but you will need to decide how the LLC Agmt loans and 
the Credit Agreement's revolving loans "work" together ... i.e., can the LLC 
Agmt loans be paid from cash flow that would otherwise go to pay down the 
revolvers, and will they be subordinated to the revolvers?

Heather

>>> <Kay.Mann@enron.com> 10/16/00 01:51PM >>>
I haven't looked at this yet...

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 10/16/2000 01:51
PM ---------------------------


(Embedded
image moved
to file:      From:  Gregg Penman
pic22646.pcx) 10/16/2000 11:48 AM






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

Subject:  FW: Form of Note for enovate, L.L.C.

Kay - John Nassos prepared the following form of promissory note for loans
to enovate.  Can this substitute for Bracewell's promisorry note?  Let me
know what you think.

Thanks,

Gregg
---------------------- Forwarded by Gregg Penman/Corp/Enron on 10/16/2000
11:45 AM ---------------------------


j.burns@pecorp.com on 10/16/2000 10:18:38 AM

To:   Paul.Burgener@enron.com, Gregg.Penman@enron.com
cc:
Subject:  FW: Form of Note for enovate, L.L.C.


FYI and comments.  The attached would be issued for funding short-term
needs
of enovate.  Thanks

JAB

> ----------
> From:   Nassos, John G.
> Sent:   Monday, October 16, 2000 10:15 AM
> To:     Burns, Jim
> Subject:     Form of Note for enovate, L.L.C.
>
> Attached pursuant to your request is a form of promissory note for member
> loans to enovate, L.L.C.  Of course, Enron needs to review it and approve
> of the form as well.  As we discussed, the note is set up as a demand
note
> that does not bear interest.
>
> Please call if you have any questions (ext. 4413).
>
>  <<Promissory Notes - shell.doc>>
>


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