Exhibit 2.2
AGREEMENT
Reference is made to Section 7.17 of that certain Agreement and Plan of
Merger, dated the date hereof (the "Agreement"), by and among Dynegy Inc., an
Illinois corporation ("Dynegy"), Stanford, Inc., a Delaware corporation and
wholly owned subsidiary of Dynegy ("Newco"), Sorin, Inc., an Oregon corporation
and wholly owned subsidiary of Newco, Badin, Inc., an Illinois corporation and
wholly owned subsidiary of Newco, and Enron Corp., an Oregon corporation
("Enron").
The undersigned parties understand and agree that Dynegy, Enron and
ChevronTexaco Corporation, a Delaware corporation ("Chevron") shall consult with
each other with respect to any proposed amendments to the Agreement contemplated
in connection with Section 7.17 of the Agreement. The parties also agree that
the agreement to cooperate set forth in the last sentence of Section 7.17 is not
intended to, and should not be construed to, require any of Dynegy, Chevron, or
any of their respective affiliates to agree to any terms and provisions of any
amendment to the Agreement or any other agreements contemplated thereby, in the
event that any of them shall determine in good faith that so to do would have
materially adverse consequences of a financial performance, accounting, tax or
legal nature for each of them or their respective affiliates in the context of
the Agreement and the transactions contemplated thereby. In addition, the
parties intend that neither Chevron, nor any of its affiliates, shall be
required by such agreement to cooperate to so agree in the event that it shall
so determine that so to do would have such material adverse consequences for
them in the context of their investment in Dynegy and the resulting company in
the merger as provided for in the Agreement. Subject to the foregoing
limitations, Chevron agrees to cooperate with Dynegy and Enron in connection
with actions by Dynegy and Enron pursuant to such Section 7.17.
IN WITNESS WHEREOF, the undersigned parties have signed this Agreement
as of this 9th day of November, 2001.
DYNEGY INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President and
General Counsel
ENRON CORP.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: President and Chief Operating
Officer
CHEVRONTEXACO CORPORATION
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Attorney-in-Fact
