FW: Merger Agreement

-----Original Message-----
From: =09Schuler, Lance (Legal) =20
Sent:=09Tuesday, November 13, 2001 8:51 PM
To:=09Ale, John; Cheek, Charles; Derrick Jr., James; Evans, Mark (London Le=
gal); Fossum, Drew; Haedicke, Mark E.; Labanowski, Elizabeth; Mintz, Jordan=
; Newell, Eric; Rogers, Rex; Sharp, Vicki; Wallace, Stephen; Walls Jr., Rob=
; Tweed, Sheila; Hodge, Jeffrey T.; Sager, Elizabeth; Cash, Michelle; Butch=
er, Sharon; Taylor, Mark E (Legal); Gray, Barbara N.; Murray, Julia; Aronow=
itz, Alan; Rogers, Daniel R.; Lundstrom, Bruce; Novak, John; Eickenroht, Ro=
bert
Cc:=09Del vecchio, Peter; Henry, Joseph
Subject:=09Merger Agreement

Attached is an electronic version of the Merger Agreement that we executed =
with Dynegy. As is typical with these types of transactions, there are lim=
itations imposed on Enron's operations between signing and closing of the M=
erger Agreement. Please help ensure that each transaction entered into by =
Enron and its subsidiaries complies with the agreement, and particularly Se=
ction 7.1 of the agreement relating to conduct of business. Peter del Vecc=
hio (at ext. 39875) and Joe Henry (at ext. 51549) are available to help add=
ress specific questions regarding our interim operations. Rob Walls, John =
Ale, Mark Haedicke and myself are also available, and we will help determin=
e if we need Dynegy's consent for any particular proposed transaction. We =
are in the process of summarizing the interim covenants, as well as establi=
shing certain procedures to ensure our compliance. I anticipate distributi=
ng these items on Thursday. We are also having prepared a memorandum regar=
ding certain anti-trust and other issues that we need to consider in any in=
volvement we have with Dynegy regarding our respective operations. We curr=
ently plan on having various presentations regarding the anti-trust matters=
. Please pass the merger agreement and the subsequent materials on to othe=
rs in your group as you think appropriate. Thank you for your help and und=
erstanding in this matter. Lance.
=20
Merger Agreement for Project Gipper.DOC=20

W. Lance Schuler
Enron North America Corp.
1400 Smith Street
Houston, Texas 77002
Phone: 713/853-5419
Fax: 281/664-4890
Email: lance.schuler-legal@enron.com