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EXHIBIT 2.3
August 10, 1999
Enron Corp.
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Dear Sirs:
Reference is made to the Share Exchange Agreement, dated July 19, 1999,
between Enron Corp. and Enron Oil & Gas Company (as amended by that certain
letter agreement (the "Letter Agreement") dated July 30, 1999, between Enron
Corp. and Enron Oil & Gas Company, the "Share Exchange Agreement"). Capitalized
terms used, but not defined in this letter agreement, have the respective
meanings given them in the Share Exchange Agreement.
Pursuant to the Share Exchange Agreement, and subject to the terms and
conditions set forth in the Letter Agreement, EOG consented to the sale by Enron
of (i) Convertible Securities that Enron is proposing to issue pursuant to
Section 6.2(b) of the Share Exchange Agreement in the Public Offering that will
be mandatorily convertible into up to 10,000,000 Retained Shares, or, if the
underwriters exercise their over-allotment option, up to 11,500,000 Retained
Shares and (ii) up to 4,050,000 Retained Shares upon exercise of the
underwriters' over-allotment option relating to the sale by EOG of shares of EOG
Common Stock in the Public Offering.
In addition to the foregoing, EOG and Enron now understand from the
underwriters in the Public Offering that there is sufficient demand from
potential investors that up to an additional 4,000,000 Retained Shares may be
sold directly by Enron in the Public Offering (or up to an additional 4,450,000
Retained Shares if the underwriters' overallotment option is fully exercised).
Accordingly, if both of the over-allotment options referred to above
are fully exercised by the respective underwriters, a total of 20,000,000
Retained Shares will be sold to the public (either directly or underlying
Convertible Securities) in the Public Offering, which is more than the
15,550,000 Retained Shares to which EOG has previously consented pursuant to the
Letter Agreement (subject to the terms and conditions of the Letter Agreement).
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Enron Corp.
August 10, 1999
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In this connection, EOG hereby consents to the sale by Enron of
4,000,000 shares of EOG Common Stock directly in connection with the Public
Offering, the sale by Enron of Convertible Securities that will be mandatorily
convertible into up to 10,000,000 shares of Retained Shares and the sale by
Enron of up to 6,000,000 additional shares pursuant to the aforementioned
underwriters' over-allotment options in the Public Offering in the manner
described above and waives the provisions of the first sentence of Section
6.2(b) of the Share Exchange Agreement solely to the extent necessary to permit
such sales, provided that the Public Offering meets the provisions of Section
6.2 of the Share Exchange Agreement other than such first sentence of Section
6.2(b) to the extent waived hereunder and in the Letter Agreement. This letter
agreement shall constitute an amendment to the Share Exchange Agreement if and
to the extent necessary under the terms of the Share Exchange Agreement.
If the foregoing correctly reflects our understanding, please execute
this letter agreement in the space provided below.
Very truly yours,
ENRON OIL & GAS COMPANY
By: /s/ X. X. XXXXXX
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Xxxxxx X. Xxxxxx
Senior Vice President and
Chief Financial Officer
Agreed and accepted:
ENRON CORP.
By: /s/ XXXXXXX X. XXXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxxx
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Title: Vice President
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