Re: Enovate

Hi Gregg,

I'll check around here to see what I can find out, but I thought I'd ask you
if you know the answer. I'll also check with B& P.

Is Sarah off of this? I hope I didn't open a can of worms.

Kay
---------------------- Forwarded by Kay Mann/Corp/Enron on 11/09/2000 09:37
AM ---------------------------
From: Joel Ephross on 11/08/2000 08:21 PM
To: Kay Mann/Corp/Enron@Enron
cc: tim.proffitt@enron.com

Subject: Re: Enovate

Hi Kay.
I undestand that Tim Proffitt is now working on this on the business side.
Since I understand that Peoples is a utility, I wanted to understand the
PUHCA analysis on the Enovate entity. Who handled this -- was it Phil Kinkaid
at V&E?

Kay Mann
11/06/2000 12:02 PM

To: Joel Ephross/Corp/Enron@ENRON
cc:
Subject: Re: Enovate

Joel,

Mary Lynn Ruffner has been involved, but to my knowledge has not reviewed the
documents. Matt Gockerman handles most of the tax stuff for enovate.

As for the structure, the commercial focus is on keeping things as simple as
possible.

If Sarah doesn't have a copy of the LLC agreement, I can get you one.

Lou Stoler was involved in the formation of enovate, although I coordinate
most of their legal issues now.

I've seem a preliminary DASH, but I don't know where it sits now.

Hope this helps.

Kay

From: Joel Ephross on 11/06/2000 11:22 AM
To: Kay Mann/Corp/Enron@Enron, Sarah Wesner/Corp/Enron@Enron
cc:

Subject: Enovate

i faxed comments on the CA and note to Heather at Bracewell earlier today.
Would like to see copies of the LLC Agreement and the propsed guaranty.

Who from tax and accounting is reviewing this deal?

Is there a reason for member guaranties rather than equity funding agreements
or note purchase agreements or any other structure?

Is a DASH/GASH prepared?

Who in legal handled the formation of the Enovate entity? [just in case I had
questions about structure, etc.]