Sales under a 33 Act registration and rule 144 are "exempt transactions" per the JEDI/GKH/Hanover Stockholders Agreement.  Several months ago I confirmed with Ray Bowen that there are no other agreements that would restrict our dispositions via a public sale.

Prior to actually starting a 144 process I would advise both GKH and Hanover of our plans.

-----Original Message-----
From: Richard Lydecker/Corp/Enron 
Sent: Thursday, March 08, 2001 2:31 PM
To: Dan Boyle/Corp/Enron
Subject: Hanover


Dan, although it seems that the secondary offering lockup requirements rule out 
the type of transaction discussed this morning, the issue of other restrictions 
on JEDI right to sell was introduced.

GKH has drag-along and JEDI has tag-along rights.

There is an agreement among the Company, GKH and JEDI that restricts but does 
not preclude disposition:

 Transfers to Affiliates are OK

 A registered offering or Rule 144 disposition are OK

 Other sales involve a ROFR:

  Written notice to Company 30 days prior to proposed disposition to bona fide 
purchaser

  Company has 20 days to respond to buy all or a portion of proposed 
disposition on same terms and conditions

  If Company does not take all shares, any remaining offered to other 
shareholder within 2 days

  The other shareholder has 7 days to respond

These are the primary provisions.  We would need a more detailed assessment of 
the issue once a specific structure proposed/accepted.

Let me know if I can help.

Dick.