EXHIBIT 99.3 AGREEMENT AND PLAN OF MERGER among ELYO S.A. T ACQUISITION CORP. and TRIGEN ENERGY CORPORATION Dated as of January 19, 2000 AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of January 19, 2000,...Agreement and Plan of Merger • January 24th, 2000 • Trigen Energy Corp • Steam & air-conditioning supply • Delaware
EXHIBIT 99.2 TENDER AND VOTING AGREEMENT TENDER AND VOTING AGREEMENT, dated as of January 19, 2000 (this "Agreement"), between Elyo S.A., a societe anonyme organized under the laws of France ("Parent"), T Acquisition Corp., a Delaware corporation and...Tender and Voting Agreement • January 24th, 2000 • Trigen Energy Corp • Steam & air-conditioning supply • Delaware
ELYO 235 AVENUE GEORGES CLEMENCEAU BP 4601 92746 NANTERRE CEDEXTrigen Energy Corp • January 24th, 2000 • Steam & air-conditioning supply
We hereby agree to purchase (or cause an affiliate to purchase) from you, and you hereby agree to sell to us, 1,012,402 shares (the "Subject Shares") of common stock, par value $.01 per share (the "Shares"), of Trigen Energy Corporation (the "Company") at a purchase price of $23.50 per Share in cash. The purchase and sale shall be consummated on the 31st calendar day (the "Closing Date") following the filing of the Schedule TO (which will include a Schedule 13E-3, pursuant to Rule 13e-3 under the Securities Exchange Act of 1934, as amended), by Elyo S.A. and certain of its affiliates in connection with the offer by T Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Elyo S.A., to purchase any and all of the outstanding Shares (the "Offer" to be made pursuant to the terms of the Agreement and Plan of Merger, dated as of January 19, 2000 between Elyo S.A., T Acquisition Corp. and the Company). If Parent is legally barred from purchasing the Subject Sha
