{"id":43542,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/purchase-rights-agreement-dynegy-inc-and-chevrontexaco-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"purchase-rights-agreement-dynegy-inc-and-chevrontexaco-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/purchase-rights-agreement-dynegy-inc-and-chevrontexaco-corp.html","title":{"rendered":"Purchase Rights Agreement &#8211; Dynegy Inc and ChevronTexaco Corp."},"content":{"rendered":"<pre>\n                            PURCHASE RIGHTS AGREEMENT\n\n      THIS PURCHASE RIGHTS AGREEMENT, dated as of November 9, 2001 (the\n\"AGREEMENT\"), is made by and among Stanford, Inc., a Delaware corporation\n(\"NEWCO\"), Dynegy Inc., an Illinois corporation (\"DYNEGY\"), and ChevronTexaco\nCorporation, a Delaware corporation (\"CHEVTEX\").\n\n      WHEREAS, ChevTex indirectly owns a significant percentage of the\noutstanding capital stock of Dynegy;\n\n      WHEREAS, Newco, Enron Corp., an Oregon corporation (\"ENRON\"), Dynegy and\ncertain other entities have entered into an Agreement and Plan of Merger, dated\nas of the date hereof (the \"MERGER AGREEMENT\"), that provides for, among other\nthings, the merger of a subsidiary of Stanford with and into Dynegy (the \"DYNEGY\nMERGER\"), pursuant to which shares of Newco Class B Common Stock, shall be\nissued to an affiliate of ChevTex in exchange for its shares of Dynegy Class B\nCommon Stock, subject to the terms and conditions of the Merger Agreement;\n\n      WHEREAS, on the closing date of the Dynegy Merger, ChevTex may purchase\nadditional shares of Newco Class B Common Stock pursuant to the terms of a\nSubscription Agreement, dated as of the date hereof (the \"SUBSCRIPTION\nAGREEMENT\"), by and between Newco and ChevTex; and\n\n      WHEREAS, as an inducement to ChevTex to enter into the Subscription\nAgreement, Newco and Dynegy agreed to enter into this Agreement to provide for\ncertain rights and obligations of the parties hereto prior to and following the\nclosing of the Dynegy Merger.\n\n      NOW, THEREFORE, in consideration of the premises and the mutual and\nindependent covenants hereinafter set forth and other good and valuable\nconsideration the receipt and sufficiency of which are hereby acknowledged, the\nparties hereto agree as follows:\n\n      1. The Purchase Rights. Dynegy and Newco agree that ChevTex shall be\nentitled to exercise the purchase rights herein set forth (the \"PURCHASE\nRIGHTS\") in respect of any shares of capital stock or other equity securities of\nNewco (the \"NEWCO ADDITIONAL SHARES\") which shall be issued upon or as a result\nof consummation of the Enron Merger in exchange for shares of capital stock or\nother equity securities of Enron (the \"ENRON ADDITIONAL SHARES\") which shall be\nissued by Enron between the date hereof and the Closing Date pursuant to Section\n7.1(f) of the Merger Agreement.\n\n      2. Number of Shares. ChevTex shall be entitled to purchase its\nproportionate share of the Newco Additional Shares. Any such shares, which\nChevTex shall so elect to purchase, are herein referred to as the \"CHEVTEX\nADDITIONAL SHARES.\" The term \"PROPORTIONATE SHARE\" as used herein shall be that\nnumber of shares or other interests which preserves ChevTex's proportionate\n\n\ninterest in the equity value of Newco upon the Closing equal to ChevTex's\nproportionate interest in Dynegy immediately prior to any issuance or agreement\nto issue, if earlier, of any Enron Additional Shares but after giving effect to\nthe cumulative adjustments, if any, to the Enron Merger Ratio through the\nClosing Date.\n\n      3. Closing of Purchase. The Purchase Price (as defined below) for the\nChevTex Additional Shares shall be paid by ChevTex and the ChevTex Additional\nShares shall be issued by Newco to ChevTex (or its Affiliates as ChevTex shall\ndesignate) immediately following the Closing.\n\n      4. Purchase Price. The aggregate purchase price with respect to any\ntranche of ChevTex Additional Shares (each, a \"PURCHASE PRICE\") shall be equal\nto the product of (i) the number of ChevTex Additional Shares, and (ii) the per\nshare last reported price of Dynegy Class A Common Stock as reported on the\nconsolidated transaction reporting system for securities traded on the New York\nStock Exchange (as reported in the New York City edition of The Wall Street\nJournal or, if not reported thereby, another authoritative source) on the date\nof issuance of Enron Additional Shares.\n\n      5. Notice of Exercise of Purchase Rights. In order to exercise its\nPurchase Rights with respect to any issuance of Newco Additional Shares by\nNewco, ChevTex must give written notice (the \"PURCHASE NOTICE\") to Dynegy and\nNewco within 30 days of ChevTex's receipt of a Notice of Issuance (as defined\nbelow) from Dynegy. Any Purchase Notice shall constitute ChevTex's irrevocable\ncommitment to purchase the ChevTex Additional Shares relating to the subject\nissuance of Newco Additional Shares. Notwithstanding any other provision hereof,\nif the Merger Agreement shall be terminated for any reason without the Closing\nhaving been consummated, ChevTex shall have no obligation to purchase any of the\nChevTex Additional Shares and this Agreement shall terminate automatically upon\nany such termination.\n\n      6. Nature of Securities. To the extent that ChevTex is entitled to\npurchase Class A Common Shares of Newco pursuant to the Purchase Rights, it\ninstead shall be issued Class B Common Shares on a one-for-one basis. To the\nextent that ChevTex is entitled to purchase any other equity securities of Newco\nas a result of the Purchase Rights, Newco and ChevTex shall negotiate in good\nfaith and agree upon the nature of the securities and, if applicable, the\nrestrictions on or privileges of, such securities so that the purposes of this\nAgreement are effected. ChevTex shall have no preemptive rights with respect to\nsecurities that do not participate in the earnings of Newco or, absent a payment\nor other default, in the election of directors of Newco.\n\n      7. Notice of Issuance. Dynegy agrees that it will, pursuant to its\ninspection rights under Section 7.6 of the Merger Agreement, make request of\nEnron on or about the first business day of each calendar month between the date\nhereof and the Closing Date (and on or about the tenth business day prior to the\nClosing Date) as to its issuance of shares pursuant to Section 7.1(f) of the\nMerger Agreement and shall promptly give written notice to ChevTex of any\nissuances which Enron advises shall have occurred in the preceding calendar\nmonth, together with the terms and conditions upon which such issuances shall\nhave occurred (the \"NOTICE OF ISSUANCE\"). ChevTex's right to deliver a Purchase\nNotice with respect to any such Notice of Issuance shall commence to run on the\ndate ChevTex shall receive the same from Dynegy.\n\n                                       2\n\n      8. Defined Terms. Capitalized terms not otherwise defined herein shall\nhave the meaning ascribed thereto in the Merger Agreement.\n\n      9. General Provisions. The parties hereto agree that the provisions of\nArticle VIII of the Stockholders Agreement of even date herewith among Newco,\nDynegy, Enron and Chevron U.S.A. Inc., an Affiliate of ChevTex, are hereby\nincorporated by reference herein and made a part hereof mutatis mutandis. The\nPurchase Rights set forth in this Agreement are intended to be in lieu of any\npreemptive rights to purchase shares of capital stock of Dynegy that would\notherwise be available to ChevTex or its Affiliates under either of the\nStockholder Agreement, dated the date hereof, among Dynegy, Enron and Chevron\nU.S.A. Inc., a Pennsylvania corporation (\"CUSA\"), or the Shareholder Agreement,\ndated as of June 14, 1999, among Dynegy (f\/k\/a Energy Convergence Holding\nCompany), Dynegy Holdings Inc. (f\/k\/a Dynegy Inc.), and CUSA, with respect to\nNewco Additional Shares.\n\n                                    STANFORD, INC.\n\n                                    By: \/s\/ HUGH A. TARPLEY\n                                        ------------------------------\n                                    Name: Hugh A. Tarpley\n                                    Title: Executive Vice President\n\n\n                                    DYNEGY INC.\n\n                                    By: \/s\/ HUGH A. TARPLEY\n                                        ------------------------------\n                                    Name: Hugh A. Tarpley\n                                    Title: Executive Vice President\n\n\n                                    CHEVRONTEXACO CORPORATION\n\n                                    By: \/s\/ DAVID R. STEVENSON\n                                        ------------------------------\n                                    Name: David R. Stevenson\n                                    Title: Attorney-in-Fact\n\n\n\n                                       3\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7076,7381],"corporate_contracts_industries":[9409],"corporate_contracts_types":[9622,9626],"class_list":["post-43542","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-chevrontexaco-corp","corporate_contracts_companies-dynegy-inc","corporate_contracts_industries-energy__exploration","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43542","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43542"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43542"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43542"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43542"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}