Kay-

I will look at your copy of the LLC regarding delegation of powers (or if I 
can't find it, I will get a copy from the Corporate Secretary's office).

The draft CA does not mention Peoples having to get their consultants to sign 
the CA, but I can put something in.

Where are you?  I talked to Carlos today and I believe he will be with us 
soon (if we can hire him).  He is anxiously awaiting your return from NY.

K-




Kay Mann
11/09/2000 09:45 AM
To: Kathleen Carnahan/NA/Enron@Enron
cc:  

Subject: Re: enovate stuff  

Hi Kathleen,

I want to get Laura Luce to direct us to give Gregg signing authority.  As 
you know, the request for Ben came from Janet, not Ben. I'll check with her.  
do you have the LLC agreement to see how changes are handled?  If not, you 
can get a copy of my copy.  It is not a standard agreement.

On the CA, please make the effective period two years from the latest 
disclosure of info, and the disclosures will be ongoing. I don't have the CA 
in front of me, but does it say that Peoples has to get their consultants to 
sign a CA as well?  It is a good question.

Ta ta for now,

Kay


   
	
	
	From:  Kathleen Carnahan                           11/08/2000 08:27 AM
	

To: Kay Mann/Corp/Enron@Enron
cc:  

Subject: Re: enovate stuff

Kay,

Gregg posed an interesting question yesterday regarding the Confidentiality 
Agreement.  If Peoples supplies our confidential information to Arthur 
Andersen, and someone from AA tells the world our secrets, would Peoples be 
on the hook pursuant to our CA?  I guess one way we could take care of this 
would be to include Arthur Andersen on Schedule I of the CA as one of 
Peoples' Representatives.  Any thoughts?

Also, I will work on getting Gregg signing authority re his message below.

Kathleen
---------------------- Forwarded by Kathleen Carnahan/NA/Enron on 11/08/2000 
08:16 AM ---------------------------
From: Gregg Penman on 11/07/2000 04:15 PM
To: Kathleen Carnahan/NA/Enron@Enron
cc: Kay Mann/Corp/Enron@Enron 

Subject: Re: enovate stuff

Kathleen - This e-mail should aid in the preparation of the Board 
Resolutions.  The attached file lists the appointment changes.  As for my 
signature authority, I am expecting that I would need to sign on behalf of 
enovate, L.L.C., Enron MW, L.L.C. and I suppose Enron North America by 
association.  The dollar amount can be set as low as practical.  I think in 
the L.L.C. agreement the Board reserves the right to approve contracts in 
excess of $50,000.  The real need is for pushing paper such as CA's, Master 
Purchase Agreements, etc.  Here is another question, if my authority is 
limited, who has the authority to sign in excess of my limit?  Laura Luce 
previously had such authority as General Manager (she is a VP at ENA).  If 
she now becomes the Board Member, can she also sign on behalf of enovate?  If 
so, is that because she is an officer of Enron MW or because she is a Board 
Member (i.e., can Peoples Board Member sign on behalf of enovate)?

Thanks - Gregg
----- Forwarded by Gregg Penman/Corp/Enron on 11/07/2000 03:47 PM -----

	Gregg Penman
	10/31/2000 11:50 AM
		
		 To: Kay Mann/Corp/Enron@Enron
		 cc: 
		 Subject: Re: enovate stuff

1)

3) I think we want it to apply to whatever entity employs the individuals 
with access.  Most of these people will probably Peoples Energy Corp. 
employees, but I suppose we could make it also include all of their 
affiliates.  enovate can sign the CA as well, but since enovate doesn't have 
any employees I was assuming we could use Peoples Energy as the responsible 
legal entity.

4) After 3:00 is fine, let me know for sure soon enough that I can lock Sarah 
up.

Thanks,

Gregg





	Kay Mann
	10/31/2000 11:29 AM
		
		 To: Gregg Penman/Corp/Enron@Enron
		 cc: 
		 Subject: Re: enovate stuff

1)The cybergoblins ate the attachment.
2) OK
3) Which Peoples is it?  Also, I think enovate should sign at CA.
4)  I sent Heather an email re her availability.  There's a bunch of 
construction near downtown, so I would hesitate to commit to an early call, 
but I know I'm free after 300 tomorrow.

Kay




From: Gregg Penman on 10/31/2000 11:25 AM
To: Kay Mann/Corp/Enron@Enron
cc:  

Subject: enovate stuff

Kay - 

1) Attached is my quick attempt at writing something to make the management 
changes at enovate that we discussed.  Could you please review this and add 
the appropriate legal language.  I don't think that we need any Board 
approval for any of these changes, so is some type of notification sufficient?

2)  I would like to address the idea of signature authorities other than 
Laura at the same time.  My suggestion would be that Richard and myself be 
granted some level of authority to execute CA's, Master Agreements, etc. that 
have been reviewed and approved by legal.  If you can at least pull the 
template you used to get approval for the Director you mentioned and see if 
there would be any changes necessary that would be helpful.

3) I need to get the CA form for the curves and other information started.  
We can discuss this any time you want.

4) What is your availability tomorrow either 8-9:15 or after 3:00 to discuss 
the intercompany loan agreement, and will Heather be available?

I will be leaving around 2:00 for suburban trick or treating.

Thanks,

Gregg
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