---------------------- Forwarded by Kay Mann/Corp/Enron on 11/03/2000 03:31 
PM ---------------------------


"Heather Brown" <hbrown@bracepatt.com> on 11/03/2000 02:27:05 PM
To: <gregg.penman@enron.com>, <kay.mann@enron.com>
cc: <cdade@bracepatt.com> 

Subject: Enovate


Please find attached for your review revised documents (and one new document) 
for the Enovate loan, incorporating the terms of our discussion on 
Wednesday.  Attached are:

1.  Closing Documents List (which will double as Exhibit A to the Credit 
Agreement -- these are the items which must be delivered as a condition 
precedent to Enron's obligation to make any advances under the Credit 
Agreement);

2.  Credit Agreement (clean and black lined copy); and

3.  Promissory Note.

I have pared down the covenants as we discussed, reflecting that it is 
expected that EMW will remain the managing member of Enovate, and you do not 
wish to impose burdensome obligations on EMW.

In addition, as we discussed, I have modified Section 7.3 to place 
limitations on Enron's ability to amend certain material portions of the 
Credit Agreement, since the Peoples agreement will contain a mirror 
provision.  Please confirm that the limitations I included are acceptable.

Finally, please note that Section 7.5 currently places no limitations on 
Enron's ability to assign its rights and obligations under the Credit 
Agreement, which means that Peoples will also be able to assign freely.  Do 
you wish to place limitations on the lenders' right to assign?

I don't seem to have Sarah's e-mail address, so please forward this to her as 
well.

Please call me at 713.221.1419 regarding the foregoing.

Regards,

Heather

 - Checklist.doc
 - CreditAgmt(blackline).rtf
 - CreditAgmt.doc
 - Note.doc