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EXHIBIT 2.2
July 30, 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 (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.
EOG understands that the Convertible Securities that Enron is proposing
to issue pursuant to Section 6.2(b) of the Share Exchange Agreement in the
Public Offering 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. Furthermore, EOG and Enron anticipate that the
underwriters' over-allotment option relating to the sale by EOG of shares of EOG
Common Stock in the Public Offering is to be satisfied by the sale by Enron of
Retained Shares. If both of the over-allotment options referred to above are
fully exercised by the respective underwriters, a total of 15,550,000 Retained
Shares will be involved (either directly or underlying Convertible Securities)
in the Public Offering, which is more than the 10,000,000 Retained Shares
contemplated by Section 6.2(b) of the Share Exchange Agreement and which would
involve the direct sale of Retained Shares (as opposed to the sale of only
Convertible Securities contemplated by Section 6.2(b)). In this connection, EOG
hereby consents to the sale of shares of EOG Common Stock pursuant to the
aforementioned underwriters over-allotment options 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). 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.
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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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Xxxxxxx X. Xxxxxxxxx
Vice President, Corporate Development