Message-ID: <25867443.1075845781854.JavaMail.evans@thyme> Date: Fri, 3 Nov 2000 06:27:00 -0800 (PST) From: hbrown@bracepatt.com To: gregg.penman@enron.com, kay.mann@enron.com Subject: Enovate Cc: cdade@bracepatt.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: cdade@bracepatt.com X-From: "Heather Brown" X-To: , X-cc: X-bcc: X-Folder: \Kay_Mann_June2001_2\Notes Folders\Discussion threads X-Origin: MANN-K X-FileName: kmann.nsf 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