asset acquisitions - Jackson Walker LLP

Appendix IEnron Corp., Enron Transportation Services Co., CGNN Holding Company, Inc.,and MCTJ Holding Co. LLC, Plaintiffsv.Dynegy Inc., and Dynegy Holdings, Inc., Defendants,Adversary Proceeding In Re Enron Corp., et. al., DebtorsNo. 01-03626 (AJG)In the United States Bankruptcy Court,Southern District of New YorkEnron Corp. (“Enron”) and several of its affiliates sued Dynegy Inc.(“Dynegy”)and Dynegy Holdings, Inc. for declaratory relief and damages of not less than $10 billionstemming out of Dynegy’s alleged wrongful termination of a merger agreement withEnron dated November 9, 2001 (the “Merger Agreement”).Merger AgreementFollowing a period of disclosures and events which had left Enron in a precariousfinancial position, on November 9, 2001 Dynegy and Enron announced that they hadagreed to a stock-for-stock merger in which Dynegy and Enron stockholders would endup owning 64% and 36% of the combined company’s stock at closing and Dynegy wouldhave the senior executive positions and 11 of 14 directors of the combined company.Contemporaneously Dynegy invested $1.5 billion in Enron in return for preferredstock in an Enron subsidiary which owned the Northern Natural gas pipeline. In theevent that Dynegy properly terminated the Merger Agreement, the preferred stock gaveDynegy the right to acquire all of the ownership interests in an entity that indirectlyowned all of the common stock of Northern Natural.The Merger Agreement contained representations regarding no material adverseeffect and no undisclosed liabilities, and authorized Dynegy to terminate it in the event ofa breach thereof, as follows:Section 5.7 SEC Documents. Enron has filed with the SEC alldocuments (including exhibits and any amendments thereto) required to beso filed by it since January 1, 1999 pursuant to Sections 13(a), 14(a) and15(d) of the Exchange Act, and has made available (in paper form or viathe internet) to Dynegy each registration statement, report, proxystatement or information statement (other than preliminary materials) ithas so filed, each in the form (including exhibits and any amendmentsthereto) filed with the SEC (collectively, the “Enron Reports”) and hasincluded in the Enron Disclosure Letter a draft of its Quarterly Report onForm 10-Q for the quarter ended September 30, 2001 (the “Draft ThirdQuarter Report”). As of its respective date, each Enron Report (i)complied in all material respects in accordance with the applicablerequirements of the Exchange Act and the rules and regulations thereunder3068472v1Appendix I – Page 1