With everything going on, I wanted to speak with you about some issues, particularly how things may effect my group.  In light of the attached memo, it does not seem that we can do anything that will cost the company more than $50mm.  What does this mean for what we are looking at?  Can Enron even participate in the Arctic project as a $1mm commitment will, not including the potential additional liabilities, commit the company for more than $50mm.  I guess you can make an argument about it depends upon how you count it.
 
Anyway, please let me know when you have some time.
 
Cheers.

-----Original Message-----
From: Hayslett, Rod 
Sent: Saturday, November 17, 2001 6:15 PM
To: Brassfield, Morris; Saunders, James; Geaccone, Tracy; Gilbert, Steve; Keiser, John; Barnes, Caroline; Ratner, Michael; Peters, Jerry; Rosenberg, David E.; Tu, Denis; Centilli, James; Daily, Pamela
Subject: FW: Memo regarding Enron/Dynegy Agreement and Plan of Merger - Compliance with the Conduct of Business Covenants
Importance: High
Sensitivity: Confidential


FYI

-----Original Message----- 
From: Walls Jr., Rob 
Sent: Sat 11/17/2001 4:48 PM 
To: Horton, Stanley; Hayslett, Rod 
Cc: 
Subject: FW: Memo regarding Enron/Dynegy Agreement and Plan of Merger - Compliance with the Conduct of Business Covenants





 -----Original Message----- 
From:   Keesler, Martha   On Behalf Of Del vecchio, Peter 
Sent:   Friday, November 16, 2001 8:06 PM 
To:     Ale, John; Cheek, Charles; Derrick Jr., James; Evans, Mark (London Legal); Fossum, Drew; Haedicke, Mark E.; Labanowski, Elizabeth; Mintz, Jordan; Newell, Eric; Rogers, Rex; Sharp, Vicki; Wallace, Stephen; Walls Jr., Rob; Tweed, Sheila; Hodge, Jeffrey T.; Sager, Elizabeth; Cash, Michelle; Butcher, Sharon; Taylor, Mark E (Legal); Gray, Barbara N.; Murray, Julia; Aronowitz, Alan; Rogers, Daniel R.; Lundstrom, Bruce; Novak, John; Henry, Joseph; Eickenroht, Robert; Donahue, Jeff; Muller, Mark S.; Sample, Molly; Place, Janet

Cc:     Del vecchio, Peter 
Subject:        Memo regarding Enron/Dynegy Agreement and Plan of Merger - Compliance with the Conduct of Business Covenants

Importance:     High 
Sensitivity:    Confidential 

Please see the attached memo regarding Enron/Dynegy Agreement and Plan of Merger - Compliance with the Conduct of Business Covenants.

Sent on behalf of Peter del Vecchio 
By:  Martha Keesler 
Senior Administrative Assistant 
Enron North America Corp. 
1400 Smith, EB 3829 
Houston, Texas 77002 
(713) 345-2423 
(713) 646-3491 (Fax) 


                <<Covenant.Compliance.Memo.3.DOC>>