From: sue.nord@enron.com
To: richard.anderson@enron.com, dclearfield@wolfblock.com
Cc: david.degabriele@enron.com, james.ginty@enron.com, robin.hill@enron.com, barbara.hueter@enron.com, donald_lassere@enron.net, jeff.dasovich@enron.com, lara.leibman@enron.com, linda.robertson@enron.com, marchris.robinson@enron.com, margo.reyna@enron.com, mona.petrochko@enron.com, ricardo.charvel@enron.com, richard.shapiro@enron.com, scott.bolton@enron.com, stephen.burns@enron.com, susan.landwehr@enron.com, tracy.cooper@enron.com, xi_xi@enron.net
Date: 2001-01-01 13:21:00+00:00
Subject: Re: Set Up LLC for CLEC Activity

Dan:  could you please confirm that state PUCs will accept partnership tax 
forms from an LLC?

Jeff Dasovich:  could you please forward this to Steve Bowen, as I don't have 
his e-mail address.  I also would like to know if you and Steve think that 
the California commission would give us a hard time if we were to try to 
transfer our ETI, Inc.  license to ETS, LLC or to re-apply as ETS, LLC.


Thanks.





	Richard Anderson@ENRON COMMUNICATIONS
	12/23/2000 02:13 AM
		
		 To: Sue Nord/NA/Enron@ENRON
		 cc: David DeGabriele/Enron Communications@Enron Communications, James 
Ginty/Enron Communications@Enron Communications, Robin Hill/Enron 
Communications@Enron Communications
		 Subject: Re: Set Up LLC for CLEC Activity

Sue,

Jim wants to think about this some more.  He's concerned about retaining both 
Enron Telecommunications, Inc. ("ETI") and Enron Telecommunications Services, 
LLC ("ETS, LLC").  As I recall, we decided to retain ETI because every state 
regulatory authority may not accept a LLC , therefore, retaining ETI, our 
existing  "C" corporation entity, for those jurisdictions gives us more 
flexibility.  We also need to confirm that, if a state regulatory authority 
does accept a LLC, then they will also accept a partnership tax return, (Form 
1065), from that LLC, rather than requiring the LLC's members (the owners) to 
forward copies of their corporate tax returns (Forms 1120).  Could you please 
confirm this with your outside counsel?

As I think about it, if the state regulatory authorities will accept a LLC's 
partnership tax returns (Forms 1065), then a better structure would be for 
ETS, LLC to be 99.9% owned by EBS, Inc., (17H) and 0.1% owned by ETI (77P).

I'll keep you informed.  Please let me know what you learn from your outside 
counsel.

Thanks,
Richard D. Anderson
Director of Taxes
Enron Broadband Services, Inc.
713-345-7729 (Houston office 1/8 through 1/10, no voice mail)
503-886-0335 (Portland office and voice mail)
503-880-5249 (cellular)
503-425-6005 (fax)
richard_anderson@enron.net




	Sue Nord@ENRON
	12/22/00 07:54 AM
		
		 To: Richard Anderson/Enron Communications@ENRON COMMUNICATIONS
		 cc: 
		 Subject: Re: Set Up LLC for CLEC Activity

What's up?





	Richard Anderson@ENRON COMMUNICATIONS
	12/20/2000 10:00 PM
		 
		 To: Robin Hill/Enron Communications@Enron Communications
		 cc: James Ginty/Enron Communications@Enron Communications, Sue 
Nord/NA/Enron@Enron, David DeGabriele/Enron Communications@Enron 
Communications
		 Subject: Re: Set Up LLC for CLEC Activity

Robin,

Please hold off on setting up these new entities until after the first of the 
year.

Thanks,
Richard D. Anderson
Director of Taxes
Enron Broadband Services, Inc.
713-345-7729 (Houston office 1/8 through 1/10, no voice mail)
503-886-0335 (Portland office and voice mail)
503-880-5249 (cellular)
503-425-6005 (fax)
richard_anderson@enron.net
----- Forwarded by Richard Anderson/Enron Communications on 12/20/00 07:59 PM 
-----

	James Ginty
	12/20/00 07:33 PM
		
		 To: Richard Anderson/Enron Communications@Enron Communications
		 cc: 
		 Subject: Re: Set Up LLC for CLEC Activity

Lets discuss




	Richard Anderson
	12/20/00 07:27 PM
		 
		 To: Sue Nord/NA/Enron@Enron, Robin Hill/Enron Communications@Enron 
Communications
		 cc: James Ginty/Enron Communications@Enron Communications, David 
DeGabriele/Enron Communications@Enron Communications, Essie Locklear/Enron 
Communications@Enron Communications, Bernadine Nguyen/Enron 
Communications@Enron Communications
		 Subject: Set Up LLC for CLEC Activity

Sue,

As we discussed yesterday and today, there are tax advantages and cash flow 
advantages to doing business as a LLC rather than as a "C" corporation.  
There do not appear to be any regulatory barriers in most states that prevent 
a LLC from doing business as a CLEC.  There also may be requirements in 
certain states to file copies of tax returns with the state regulators; thus, 
it is preferable that we use a double member LLC rather than a single member 
LLC so we can provide copies of the LLC's tax returns, rather than the EBS, 
Inc., tax returns to regulators.

Robin,

To make this happen we need some new entities:

1.  "Enron Telecommunications Holdings, Inc.", a Nevada corporation wholly 
owned by Enron Broadband Services, Inc.
2.  "Enron Telecommunications Services, LLC," a Delaware LLC, owned 99% by 
Enron Telecommunications, Inc. and 1% by Enron Telecommunications Holdings, 
Inc. .

Also, we noted that Company 77V, EBS Global Cable and Satellite, Inc., has 
always been inactive, but is qualified in a number of states.  Please 
withdraw this entity from all states except its state of incorporation.  We 
can use it for the next deal that requires a separate subsidiary.

Thanks,
Richard D. Anderson
Director of Taxes
Enron Broadband Services, Inc.
713-345-7729 (Houston office 1/8 through 1/10, no voice mail)
503-886-0335 (Portland office and voice mail)
503-880-5249 (cellular)
503-425-6005 (fax)
richard_anderson@enron.net