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)