Subject: Revolver for MEH (now named enovate)
From: [email-masked]
To: [email-masked], [email-masked], [email-masked]
Cc: [email-masked]
Date: Thu, 28 Sep 2000 03:33:00 -0700 (PDT)

I working with outside counsel to get a draft of the revolver prepared.  She 
(outside counsel, Heather Brown) has summarized the information I have given 
her as follows (see below), and I would appreciate your input as to whether 
it is accurate.  

Once we get a draft we can sit down and discuss it, and make sure we are on 
the right track. I believe Gregg said that this needs to be in place within 2 
weeks.

Thanks,

Kay
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Thanks for the information.  If I deciphered this correctly, this is going to 
be what I would call an "autoborrow" facility ... Enovate's cash flow is 
swept into an account.  Each day:  (i) if Enovate's cash position is short 
(and availability remains under the loan agreements) advances are made under 
each loan agreement (probably directly into the acount), and (ii) if 
Enovate's position is long, the positive balance of the account is applied 
towards the outstanding loan balances, if any.  We'll need to get minimum 
target amounts (i.e., do you really want them paying down $1.00 of each 
loan?) from the business people.

Based on the foregoing, I suspect that these will be single-lender, prime 
rate based loan agreements (otherwise it would be a huge operational 
headache).  Once you confirm the single lender part, that will be enough 
preliminary information for me to start on a loan agreement.