asset acquisitions - Jackson Walker LLP

individually or in the aggregate, an Enron Material Adverse Effect. Allreserves or adjustments required by generally accepted accountingprinciples to be reflected in the carrying value of the assets included in theSeptember 30, 2001 Balance Sheet have been taken other than reserves oradjustments which do not and are not reasonably likely to have,individually or in the aggregate, an Enron Material Adverse Effect.Section 5.8 Litigation. Except as described in the Enron Reportsfiled prior to the date of this Agreement and the Draft Third QuarterReport (collectively, the “Enron Filed Reports”) and except for taxmatters, which are treated exclusively in Section 5.10, there are no actions,suits or proceedings pending against Enron or any of its Subsidiaries or, toEnron's knowledge, threatened against Enron or any of its Subsidiaries, atlaw or in equity or in any arbitration or similar proceedings, before or byany U.S. federal, state or non-U.S. court, commission, board, bureau,agency or instrumentality or any U.S. or non-U.S. arbitral or other disputeresolution body, that are reasonably likely to have, individually or in theaggregate, an Enron Material Adverse Effect.Section 5.9 Absence of Certain Changes. Except as described inthe Enron Filed Reports, since December 31, 2000, there has not been (i)any event or occurrence, or series of events or occurrences, that has had oris reasonably likely to have, individually or in the aggregate, an EnronMaterial Adverse Effect, except for such changes or effects described inclause (1) of the definition of Enron Material Adverse Effect resultingfrom changes in general industry conditions or changes in generaleconomic conditions, (ii) any material change by Enron or any of itsSubsidiaries, when taken as a whole, in any of its accounting methods,principles or practices or any of its tax methods, practices or elections, (iii)any declaration, setting aside or payment of any dividend or distribution inrespect of any capital stock of Enron or any redemption, purchase or otheracquisition of any of its securities, except dividends on shares of EnronCommon Stock at a rate of not more than $0.125 per share per quarter, onshares of its Second Preferred Stock at a rate of not more than $3.413 pershare per quarter, on shares of its 9.142% Preferred Stock at an annual rateof not more than $91.420 per share and on shares of its Series B PreferredStock at an annual rate of 6.5% of the liquidation preference thereof, or(iv) any increase in or establishment of any bonus, insurance, severance,deferred compensation, pension, retirement, profit sharing, stock option,stock purchase or other employee benefit plan, except in the ordinarycourse of business consistent with past practice.* * *Section 8.3 Conditions to Obligation of Dynegy, Newco, DynegyMerger Sub and Enron Merger Sub to Effect the Mergers. The obligationsof Dynegy, Newco, Dynegy Merger Sub and Enron Merger Sub to effect3068472v1Appendix I – Page 3