Enovate

Hi Jordan,

I support ENA's Chicago group in their activities with Peoples. Peoples and
Enron have a jointly (50/50) owned company called enovate, which will be
involed in managing some of Peoples assets and some trading activities. Each
of the parents will be establishing a line of credit to cover cash flow. It
is expected that Corp will be lending the money for Enron's part, and Sarah
Wesner has been involved in the process. Therefore, I thought it would be a
good idea to run this transaction through your group for
blessing/comment/sign off/whatever is appropriate. I can give additional
information to whoever you decide should take a look at this.

Thanks,

Kay
---------------------- 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