Remarketing Agreement - Enron Corp. and Merrill Lynch & Co.
REMARKETING AGREEMENT
REMARKETING AGREEMENT, dated as of November 6, 1997 (the
"Remarketing Agreement"), by and between Enron Corp. (the
"Company") and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated ("Merrill Lynch").
WHEREAS, the Company will issue $200,000,000 aggregate
principal amount of Remarketed Reset Notes due November 15, 2037
(the "Notes"), such Notes to be issued under the indenture dated
as of November 1, 1985, as supplemented and amended (the
"Indenture"), by and between the Company and Harris Trust and
Savings Bank, as trustee (the "Trustee"); and
WHEREAS, the Notes are to be initially offered to the public
through Merrill Lynch; and
WHEREAS, the Company has requested Merrill Lynch to act as
Remarketing Underwriter (as defined in Section 2(a) hereof) in
connection with the Notes, and as such to perform the services
described herein; and
WHEREAS, Merrill Lynch is willing to act as Remarketing
Underwriter in connection with the Notes, and as such to perform
such duties on the terms and conditions expressly set forth
herein.
NOW, THEREFORE, for and in consideration of the covenants
herein made, and subject to the conditions herein set forth, the
parties hereto agree as follows:
Section 1. Definitions. Capitalized terms used and
not defined in this Agreement shall have the respective meanings
assigned to them in the Notes or, if not therein stated, in the
Indenture relating to the offering of the Notes.
Section 2. Appointment and Obligations of Merrill
Lynch. (a) The Company hereby appoints Merrill Lynch, and
Merrill Lynch hereby accepts such appointment, as the exclusive
remarketing underwriter (the "Remarketing Underwriter") for the
purpose of (x) recommending to the Company the Spread for each
Subsequent Spread Period that, in the opinion of the Remarketing
Underwriter, will enable the Remarketing Underwriter to remarket,
for delivery on the Tender Date, tendered Notes at 100% of the
principal amount thereof, (y) if the Company and the Remarketing
Underwriter agree on the Spread referred to in (x) above,
entering into a remarketing underwriting agreement (each, a
"Remarketing Underwriting Agreement") with the Company,
substantially in the form attached hereto as Exhibit A, pursuant
to which the Remarketing Underwriter will agree to purchase the
Notes tendered by the beneficial owners thereof (the "Beneficial
Owners") and remarket such Notes (each such purchase and
remarketing being hereinafter referred to as a "Remarketing"),
and (z) performing such other duties as are assigned to the
Remarketing Underwriter in the Notes and/or the Indenture and/or
the applicable Remarketing Underwriting Agreement.
Section 3. Fees and Expenses. The obligations of the
Company to pay to the Remarketing Underwriter on each Tender Date
the fees and expenses set forth in the applicable Remarketing
Underwriting Agreement shall survive the termination of this
Agreement and remain in full force and effect until all such
payments shall have been made in full.
Section 4. Removal of the Remarketing Underwriter. With
respect to any Subsequent Spread Period, the Company may in its
absolute discretion remove the Remarketing Underwriter by giving
notice to the Remarketing Underwriter prior to 3:00 p.m., New
York City time, on the Duration/Mode Determination Date
applicable thereto, such removal to be effective upon the
Company's appointment of a successor Remarketing Underwriter. In
such case, the Company will use its best efforts to appoint a
successor Remarketing Underwriter and enter into such a
remarketing agreement with such persons as soon as reasonably
practicable.
Section 5. Dealing in the Notes. Subject to its
compliance with applicable laws and regulations, Merrill Lynch,
when acting as Remarketing Underwriter or in its individual or
any other capacity, may buy, sell, hold and deal in any of the
Notes. Merrill Lynch may exercise any vote or join in any action
which any Beneficial Owner of Notes may be entitled to exercise
or take with like effect as if it did not act in any capacity
hereunder. Merrill Lynch, in its individual capacity, either as
principal or agent, may also engage in or have an interest in any
financial or other transaction with the Company as freely as if
it did not act in any capacity hereunder. Likewise, it or any
affiliate thereof may act as the "Reference Treasury Dealer" as
defined in the Company's Prospectus Supplement, dated November 6,
1997, relating to the Notes.
Section 6. Current Prospectus. If Merrill Lynch
determines, based on advice of counsel, that changes in
applicable law, regulations or interpretations of the Securities
and Exchange Commission make it necessary or advisable to deliver
a current prospectus in connection with a Remarketing, the
Company shall furnish a current prospectus to be used by the
Remarketing Underwriter in such Remarketing.
Section 7. Representations and Warranties by the
Company. The Company represents and warrants to Merrill Lynch,
as of the date hereof, and as of each Tender Date as follows:
(a) Financial Statements. The financial statements of
the Company included in the Company's most recently filed
Annual Report on Form 10-K and Quarterly Reports on Form
10-Q, if any (the "34 Act Documents"), together with the
related schedules and notes, as well as those financial
statements, schedules and notes of any other entity included
therein, if any, present fairly the financial position of
the Company and its consolidated subsidiaries, or such other
entity, as the case may be, at the dates indicated and the
statement of operations, stockholders' equity and cash flows
of the Company and its consolidated subsidiaries, or such
other entity, as the case may be, for the periods specified.
Such financial statements have been prepared in conformity
with generally accepted accounting principles ("GAAP")
applied on a consistent basis throughout the periods
involved, except as otherwise disclosed in such financial
statements or the notes thereto. The supporting schedules,
if any, included in the Company's 34 Act Documents present
fairly in accordance with GAAP the information required to
be stated therein. The selected financial data and the
summary financial information, if any, included in the
Company's 34 Act Documents present fairly the information
shown therein and have been compiled on a basis consistent
with that of the audited financial statements included in
the Company's 34 Act Documents. In addition, any pro forma
financial statements of the Company and its subsidiaries and
the related notes thereto included in the Company's 34 Act
Documents present fairly the information shown therein, have
been prepared in accordance with the Commission's rules and
guidelines with respect to pro forma financial statements
and have been properly compiled on the basis described
therein, and the assumptions used in the preparation thereof
are reasonable and the adjustments used therein are
appropriate to give effect to the transactions and
circumstances referred to therein.
(b) No Material Adverse Change in Business. Since the
respective dates as of which information is given in the
Company's 34 Act Documents, except as otherwise stated
therein, (A) there has been no material adverse change in
the business, consolidated financial position or
consolidated results of operations of the Company and its
subsidiaries considered as one enterprise (a "Material
Adverse Effect"), (B) there have been no transactions
entered into by the Company or any of its subsidiaries,
other than those arising in the ordinary course of business,
which are materially adverse with respect to the Company and
its subsidiaries considered as one enterprise and (C) except
for regular distributions on the Company's common or
preferred shares of beneficial interest, in amounts per
share that are consistent with past practice or the
applicable declaration of trust document or supplement
thereto, respectively, there has been no dividend or
distribution of any kind declared, paid or made by the
Company on any class of its capital shares.
(c) Good Standing of the Company. The Company has
been duly organized and is validly existing as a corporation
in good standing under the laws of the State of Oregon and
has the corporate power and authority to own and lease its
properties and to conduct its business as described in the
Company's 34 Act Documents and to enter into and perform its
obligations under, or as contemplated under, this
Remarketing Agreement and the Remarketing Underwriting
Agreement. The Company is duly qualified as a foreign
corporation to transact business and is in good standing in
each other jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the
failure to so qualify or be in good standing would not
result in a Material Adverse Effect.
(d) Good Standing of Subsidiaries. Each "significant
subsidiary" of the Company (as such term is defined in Rule
1-02 of Regulation S-X promulgated under the 1933 Act)
(each, a "Subsidiary" and, collectively, the
"Subsidiaries"), if any, has been duly organized and is
validly existing as a corporation in good standing under the
laws of the jurisdiction of its incorporation, has corporate
power and authority to own, lease and operate its properties
and to conduct its business as described in the Company's 34
Act Documents and is duly qualified as a foreign corporation
to transact business and is in good standing in each
jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or
the conduct of business, except where the failure to so
qualify or be in good standing would not result in a
Material Adverse Effect. Except as otherwise stated in the
Company's 34 Act Documents, all of the issued and
outstanding capital stock of each Subsidiary owned by the
Company, directly or through subsidiaries, has been duly
authorized and is validly issued, fully paid and non-
assessable and is owned by the Company, directly or through
subsidiaries, free and clear of any security interest,
mortgage, pledge, lien, encumbrance, claim or equity. None
of the outstanding shares of capital stock of any Subsidiary
was issued in violation of preemptive or other similar
rights of any securityholder of such Subsidiary.
(e) Capitalization. If the Prospectus contains a
"Capitalization" section, the authorized, issued and
outstanding capital shares of the Company is as may be set
forth in such section, or in the Company's financial
statements incorporated by reference in such Prospectus
(except for subsequent issuances thereof, if any,
contemplated pursuant to reservations, agreements or
employee benefit plans or pursuant to the exercise of
convertible securities or options). Such capital shares
have been duly authorized and validly issued by the Company
and are fully paid and non-assessable, and none of such
capital shares were issued in violation of preemptive or
other similar rights of any securityholder of the Company.
(f) Authorization of this Remarketing Agreement and
the Remarketing Underwriting Agreement. This Remarketing
Agreement and the Remarketing Underwriting Agreement have
been duly authorized, executed and delivered by the Company.
(g) Authorization of Notes. The Notes have been duly
authorized by the Company for issuance and sale pursuant to
the Underwriting Agreement. Such Notes, when issued and
authenticated in the manner provided for in the Indenture
and delivered against payment of the consideration therefor
specified in the Underwriting Agreement, will constitute
valid and legally binding obligations of the Company,
entitled to the benefits of the Indenture and enforceable
against the Company in accordance with their terms, except
as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws
relating to or affecting creditors' rights generally or by
general equitable principles.
(h) Authorization of the Indenture. The Indenture has
been duly authorized, executed and delivered by the Company
and, assuming due authorization, execution and delivery by
the Trustee, constitutes a valid and legally binding
agreement of the Company, enforceable against the Company in
accordance with its terms, except as the enforcement thereof
may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting
creditors' rights generally or by general equitable
principles.
(i) Descriptions of the Notes. The Notes being sold
pursuant to this Agreement conform in all material respects
to the statements relating thereto contained in the
Prospectus and will be in substantially the form filed or
incorporated by reference, as the case may be, as an exhibit
to the Registration Statement.
(j) Absence of Defaults and Conflicts. Neither the
Company nor any of its subsidiaries is in violation of its
charter or by-laws or in default in the performance or
observance of any obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage,
deed of trust, loan or credit agreement, note, lease or
other agreement or instrument to which the Company or any of
its subsidiaries is a party or by which it or any of them
may be bound, or to which any of the property or assets of
the Company or any of its subsidiaries is subject
(collectively, "Agreements and Instruments"), except for
such defaults that would not result in a Material Adverse
Effect. The execution, delivery and performance of this
Remarketing Agreement and the Remarketing Underwriting
Agreement, the Indenture, and any other agreement or
instrument entered into or issued or to be entered into or
issued by the Company in connection with the transactions
contemplated hereby or thereby and the consummation of the
transactions contemplated herein or therein (including the
issuance and sale of the Notes and the use of the proceeds
from the sale thereof as described under the caption "Use of
Proceeds") and compliance by the Company with its
obligations hereunder and thereunder have been duly
authorized by all necessary corporate action, and do not and
will not, whether with or without the giving of notice or
passage of time or both, conflict with or constitute a
breach of, or default or Repayment Event (as defined below)
under, or result in the creation or imposition of any lien,
charge or encumbrance upon any assets, properties or
operations of the Company or any of its subsidiaries
pursuant to, any Agreements and Instruments (except for such
conflicts, breaches, defaults, events or liens, charges or
encumbrances that would not result in a Material Adverse
Effect) nor will such action result in any violation of the
provisions of the charter or by-laws of the Company or any
of its subsidiaries or any applicable law, statute, rule,
regulation, judgment, order, writ or decree of any
government, government instrumentality or court, domestic or
foreign, having jurisdiction over the Company or any of its
subsidiaries or any of their assets, properties or
operations. As used herein, a "Repayment Event" means any
event or condition which gives the holder of any note,
debenture or other evidence of indebtedness (or any person
acting on such holder's behalf) the right to require the
repurchase, redemption or repayment of all or a portion of
such indebtedness by the Company or any of its subsidiaries.
(k) Absence of Labor Disputes. No labor dispute with
the employees of the Company or any of its subsidiaries
exists, or to the knowledge of the Company, is imminent,
which, in either case, may reasonably be expected to result
in a Material Adverse Effect.
(l) Absence of Proceedings. Except as described in
the Company's 34 Act Documents, there is not pending or
threatened any action, suit, proceeding, inquiry or
investigation before or brought by any court or governmental
agency or body, domestic or foreign, now pending, or to the
knowledge of the Company threatened, against or affecting
the Company or any of its subsidiaries which is required to
be disclosed in the Company's 34 Act Documents (other than
as stated therein), or which might reasonably be expected to
result in a Material Adverse Effect, or which might
reasonably be expected to materially and adversely affect
the assets, properties or operations thereof or the
consummation of the transactions contemplated under this
Remarketing Agreement or the Remarketing Underwriting
Agreement or the Indenture or the performance by the Company
of its obligations hereunder and thereunder.
(m) Absence of Further Requirements. No filing with,
or authorization, approval, consent, license, order,
registration, qualification or decree of, any court or
governmental authority or agency, domestic or foreign,
having jurisdiction over the Company is required for the
performance by the Company of its obligations under this
Remarketing Agreement or the Remarketing Underwriting
Agreement or in connection with the transactions
contemplated under this Remarketing Agreement or the
Remarketing Underwriting Agreement or the Indenture, except
such as have been already obtained or as may be required
under state securities laws.
(n) Title to Property. The Company and its
subsidiaries have good and indefeasible title to all real
property owned by the Company and its subsidiaries, in each
case, free and clear of all mortgages, pledges, liens,
security interests, claims, restrictions or encumbrances of
any kind, except (A) as otherwise stated in the Company's 34
Act Documents or (B) those which do not, singly or in the
aggregate, materially affect the value of such property and
do not interfere with the use made and proposed to be made
of such property by the Company or any of its subsidiaries.
All of the leases and subleases material to the business of
the Company and its subsidiaries considered as one
enterprise, and under which the Company or any of its
subsidiaries holds properties described in the Company's 34
Act Documents, are in full force and effect, and neither the
Company nor any of its subsidiaries has received any notice
of any material claim that has been asserted by anyone
adverse to the rights of the Company or any of its
subsidiaries under any of the leases or subleases mentioned
above, or affecting or questioning the rights of the Company
or such subsidiary of the continued possession of the leased
or subleased premises under any such lease or sublease.
(o) Investment Company Act. The Company is not, and
upon the sale of the Notes on the Tender Date as herein
contemplated and the application of the net proceeds
therefrom will not be, an "investment company" within the
meaning of the Investment Company Act of 1940, as amended.
(p) Public Utility Holding Company Act. The Company
is not subject to, or is exempt from, regulation as a
"holding company" under the Public Utility Holding Company
Act of 1935, as amended.
(q) Officers' Certificates. Any certificate signed by
any officer of the Company or any of its subsidiaries and
delivered to any Underwriter or to counsel for the
Underwriters in connection with the offering of the Notes
shall be deemed a representation and warranty by the Company
to each Underwriter as to the matters covered thereby on the
date of such certificate and, unless subsequently amended or
supplemented, at each Closing Date subsequent thereto.
Section 8. Conditions to the Remarketing Underwriter's
Obligations. The obligations of the Remarketing Underwriter to
purchase and remarket the Notes shall be subject to the terms and
conditions of the applicable Remarketing Underwriting Agreement.
Section 9. Termination of this Remarketing Agreement.
Subject to Section 3 hereof relating to the payment of fees and
expenses, this Agreement shall terminate as to the Remarketing
Underwriter on the effective date of the removal of such
Remarketing Underwriter pursuant to Section 4 hereof.
Section 10. Remarketing Underwriter's Performance; Duty
of Care. The duties and obligations of the Remarketing
Underwriter hereunder shall be determined solely by the express
provisions of this Agreement and the Notes and the Indenture and
the applicable Remarketing Underwriting Agreement.
Section 11. GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED IN SUCH STATE.
Section 12. Term of Agreement. Unless otherwise
terminated in accordance with the provisions hereof, this
Agreement shall remain in full force and effect from the date
hereof until the first day thereafter on which no Notes are
outstanding.
Section 13. Successors and Assigns. The rights and
obligations of the Company hereunder may not be assigned or
delegated to any other person without the prior written consent
of Merrill Lynch, the rights and obligations of Merrill Lynch
hereunder may not be assigned or delegated to any other person
without the prior written consent of the Company, and any attempt
by either party to do so will be unenforceable. This Agreement
shall inure to the benefit of and be binding upon the Company and
Merrill Lynch and their respective permitted successors and
assigns. The terms "successors" and "assigns" shall not include
any purchaser of any Notes merely because of such purchase.
Section 14. Headings. Section headings have been
inserted in this Agreement as a matter of convenience of
reference only, and it is agreed that such section headings are
not a part of this Agreement and will not be used in the
interpretation of any provisions of this Agreement.
Section 15. Severability. If any provision of this
Agreement shall be held or deemed to be or shall, in fact, be
invalid, inoperative or unenforceable as applied in any
particular case in any or all jurisdictions because it conflicts
with any provision of any constitution, statute, rule or public
policy or for any other reason, such circumstances shall not have
the effect of rendering the provision in question invalid,
inoperative or unenforceable in any other case, circumstances or
jurisdiction, or of rendering any other provision or provisions
of this Agreement invalid, inoperative or unenforceable to any
extent whatsoever.
Section 16. Counterparts. This Agreement may be executed
in several counterparts, each of which shall be regarded as an
original and all of which shall constitute one and the same
document.
Section 17. Amendments. This Agreement may be amended by
any instrument in writing signed by each of the parties hereto.
Section 18. Notices. Unless otherwise specified, any
notices, requests, consents or other communications given or made
hereunder or pursuant hereto shall be made in writing or
transmitted by any standard form of telecommunication or by
telephone and confirmed in writing. All written notices shall be
deemed to be validly given or made, if delivered by hand, when so
delivered, or if mailed, when mailed registered or certified
mail, return receipt requested and postage prepaid. All notices
by telecommunication (including telephone) shall be deemed to be
validly given or made when received. All such notices, requests,
consents or other communications shall be addressed as follows:
if to the Company, to 1400 Smith Street, Houston, Texas 77002,
Attention: William D. Gathmann, Vice President, Finance and
Treasurer, Facsimile No. (713) 646-5930; and if to Merrill Lynch,
to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Merrill
Lynch World Headquarters, World Financial Center, North Tower,
New York, New York 10281-1209, Attention: Debt Syndicate, or to
such other address as either of the above shall specify to the
other in writing.
Section 19. Benefit. Nothing in this Agreement, express
or implied, is intended or shall be construed to confer upon or
give any person other than the parties hereto any remedy or claim
under or by reason of this Agreement or any term, covenant or
condition hereof, all of which shall be for the sole and
exclusive benefit of the parties.
IN WITNESS WHEREOF, each of the Company and Merrill Lynch
has caused this Agreement to be executed in its name and on its
behalf by one of its duly authorized officers as of the date
first above written.
ENRON CORP.
By: RICHARD A. CAUSEY
Name: Richard A. Causey
Title: Senior Vice President
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: DAVID MILLER
Name: David Miller
Title: Vice President
<PAGE>
EXHIBIT A
REMARKETING UNDERWRITING AGREEMENT
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated (the "Remarketing Underwriter") hereby agrees to
purchase the Notes described below (the "Notes") that have been
tendered by the holders thereof for sale on ___________ __, ____
(the "Tender Date").
It is acknowledged and agreed that the Notes need not be
further registered under the Securities Act of 1933, as amended
(the "Act"), and that, in connection with the remarketing of the
Notes by the Remarketing Underwriter in accordance with the terms
of the Remarketing Agreement dated November 6, 1997, no
prospectus meeting the requirements of Section 10 of the Act need
be delivered, or filed pursuant to Rule 424 under the Act.
It is understood that the Remarketing Underwriter will
deliver to purchasers and prospective purchasers, in connection
with the remarketing, one or more forms of written communication
describing the terms of the Notes (each, a "Remarketing
Memorandum"), the form of each of which shall be delivered to
Enron Corp. (the "Company") not less than two Business Days prior
to its use and subject to the approval of the Company prior to
its use by the Remarketing Underwriter, which approval shall not
be unreasonably withheld or delayed.
The Remarketing Underwriter shall offer to purchase Notes
and purchase validly tendered Notes on the Tender Date in
accordance with all applicable laws and regulations and
interpretations of the Securities and Exchange Commission.
The representations and warranties made pursuant to the
above-referenced Remarketing Agreement (other than paragraphs (g)
and (h)); Section 6(l) of the attached Underwriting Agreement
(which dates shall be the date of the Remarketing Underwriting
Agreement and the Closing Date for the relevant Tender Date);
Section 9 of the attached Underwriting Agreement (except that
Section 9 is amended to allow termination of this Agreement by
the Underwriter if the Company's representations and warranties
therein are not accurate and correct); paragraphs (c), (e) and
(h) of Section 5 of the attached Underwriting Agreement; and
Section 11 of the attached Underwriting Agreement are
incorporated in their entirety into this Agreement and made
applicable to the obligations of the Remarketing Underwriter to
the extent applicable to any remarketing of the Notes, except as
explicitly amended hereby. The terms "Registration Statement"
and "Prospectus" shall be deemed to refer to each such document
as amended to the date hereof and the Tender Date, and the term
"Incorporated Documents" shall similarly be deemed to include
those filed and incorporated by reference through such dates.
If the Remarketing Underwriter determines, based on advice
of counsel, that changes in applicable law, regulations or
interpretations of the Securities and Exchange Commission make it
necessary or advisable to deliver a current prospectus in
connection with this Remarketing, the attached Underwriting
Agreement shall apply in its entirety. All references in such
Underwriting Agreement to (i) the "Underwriter" shall be deemed
to refer to the Remarketing Underwriter, (ii) the "Purchased
Securities" shall be deemed to refer to the Notes, (iii) the
Underwriting Agreement shall be deemed to refer to the
Remarketing Underwriting Agreement, and (iv) "Closing Date"
shall be deemed to refer to the Tender Date. To the extent the
provisions of such Underwriting Agreement refer to the
"Prospectus" or the "Registration Statement," such references
shall be deemed to refer to any Remarketing Memorandum or
registration statement, if any, that the Company is required to
prepare or file pursuant to applicable law, regulations or
interpretations of the Securities and Exchange Commission in
effect at the time of such remarketing of the Notes, including
all documents incorporated by reference therein. For the
purposes of Section 8 of the attached Underwriting Agreement, the
relative benefit received by the Company on the one hand and the
Remarketing Underwriter on the other in connection with the
remarketing of the Notes pursuant to this Agreement shall be
deemed to be in the same respective proportions as the aggregate
public offering price of the Notes bears to the remarketing fee
received by the Remarketing Underwriter pursuant to this
Agreement.
All capitalized terms not otherwise defined in this
Agreement have the respective meanings assigned thereto in the
Notes, the form of which is attached hereto.
Company: Enron Corp.
1400 Smith Street
Houston, Texas 77002
Remarketing Underwriter and Merrill Lynch & Co.
Address: Merrill Lynch, Pierce, Fenner
& Smith Incorporated
Merrill Lynch World
Headquarters
World Financial Center
North Tower, 26th Floor
New York, New York 10281-1209
Title of Notes: Remarketed Reset Notes due
November 15, 2037
Principal Amount of Notes to
be Purchased:
Title of Indenture: Indenture dated as of
November 15, 1985, as
supplemented and amended, by
and between the Company and
the Trustee
Trustee: Harris Trust and Savings Bank
Current Ratings: Moody's Investors Service Inc.:
Standard & Poor's Corporation:
Duff & Phelps, Inc.:
Certain Terms of the Notes:
Maturity: November 15, 2037
Spread Determination Date:
Duration/Mode Determination
Date:
Tender Notice Date:
Interest Reset Dates:
Tender Date:
New Interest Rate: As determined by application
of the provisions set forth in
the attached form of the Notes
on the LIBOR Determination
Date or the Fixed Rate
Determination Date, as
applicable.
Spread:
Interest Payment Dates:
Subsequent Spread Period:
Redemption Provisions:
Beneficial Owner Tender As set forth in the attached
Provisions: Prospectus Supplement dated
November 6, 1997. In the
event that the Remarketing
Underwriter fails to purchase
all Notes validly tendered for
purchase on the Tender Date,
then the Remarketing
Underwriter shall promptly
notify the Company and the
Trustee of such failure.
Shorter Subsequent Spread In the event that (A) the
Period: Remarketing Underwriter fails
to purchase all Notes validly
tendered for purchase on the
Tender Date for any reason,
and (B) the Company has not
given notice of redemption of
all of the Notes then
outstanding in accordance with
the provisions described in
the attached form of the
Notes, then the Subsequent
Spread Period shall be a
period of one year, which
Subsequent Spread Period shall
be deemed to have commenced
upon the Commencement Date
that coincides with the Tender
Date.
Legal Opinion: If required to be delivered
pursuant to this Remarketing
Underwriting Agreement, the
opinion to be delivered
pursuant to Section 5(f) of
the attached Underwriting
Agreement shall be modified to
read as follows: "the Notes
have been duly authorized; a
single global Note registered
in the name of CEDE & Co., a
nominee of The Depository
Trust Company ("DTC"), has
been duly authenticated in
accordance with the provisions
of the Indenture, paid for and
delivered to DTC, and
constitutes a valid and
binding obligation of the
Company; and the Underwriter
will acquire the rights of a
bona fide purchaser (as such
terms are defined in the
Uniform Commercial Code as in
effect in the State of New
York (the "UCC")) in any
portion of the Notes
transferred to the Underwriter
by a prior owner thereof as
recorded on the books of DTC,
provided that (i) the portion
of the Notes transferred is an
authorized denomination of the
Notes, (ii) the transfer is
recorded on the books of DTC
by a debit to the transferor's
account with DTC and a credit
to the Underwriter's account
with DTC, (iii) the
Underwriter makes payment to
such transferor of value for
such transfer and (iv) the
Underwriter purchases such
interest in good faith and
without notice of any adverse
claim, within the meaning of
the UCC.
If required to be delivered
pursuant to this Remarketing
Underwriting Agreement, the
opinion to be delivered
pursuant to Section 5(g) of
the attached Underwriting
Agreement may be delivered by
any counsel designated by the
Remarketing Underwriter and
reasonably acceptable to the
Company.
Form of Notes: Global certificate registered
in the name of the nominee,
which currently is CEDE & Co.,
of the depository of the
Notes, which is DTC. The
beneficial owners of the Notes
("Beneficial Owners") are not
entitled to receive definitive
certificates representing
their Notes, except under
limited circumstances. A
Beneficial Owner's ownership
of a Note currently is
recorded on or through the
records of the brokerage firm
or other entity that is a
participant in DTC and that
maintains such Beneficial
Owner's account.
Purchase Price:
100% of the principal amount _____% of the principal amount
of the Notes. Payable to DTC of the Notes outstanding on
for the Beneficial Owners of each Tender Date multiplied by
Tendered Notes.Remarketing the number of years remaining
Fee: in the Stated Maturity.
Closing: Bracewell & Patterson, L.L.P.,
711 Louisiana Street, Suite
2900, Houston, Texas 77002 at
9:00 a.m., Houston, Texas
time, on the Tender Date.
The foregoing terms are hereby confirmed and agreed to as of
this ____ day of ___________, ____.
ENRON CORP.
By:
Name:
Title:
MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:
Name:
Title: