I will try calling you in a little while.  I had asked Joe Henry to give you a call; and thought you were already talking with him about these types of matters.  Peter del Vecchio is also available.  Thanks.  Lance.

-----Original Message----- 
From: Von Bock Und Polach, Marcus 
Sent: Fri 11/16/2001 4:00 AM 
To: Haedicke, Mark E. 
Cc: Schuler, Lance (Legal) 
Subject: negative covenants in merger agreement



Mark, 
re. the above, we are working on a significant number of divestments (very important transactions for cashflow reasons totalling potentially over 500MM US) in Europe that are likely triggers; I urgently need to address this with you guys - Michael Brown wants me to sort out a waiver letter / procedure before the weekend. Can't get a hold of Lance. Could you or Lance give me a shout this morning. 

Thanks, Marcus