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[Form of Underwriting Agreement for Debt
Securities incorporating Enron Corp.
Underwriting Agreement Standard Provisions
dated September 15, 1997]
ENRON CORP.
UNDERWRITING AGREEMENT
FOR DEBT SECURITIES
____________, 199_
Enron Corp.
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Ladies and Gentlemen:
The underwriter or underwriters named below [, acting through
_____________, as representatives (the "Representatives"),] understand that
Enron Corp., an Oregon corporation (the "Company") proposes to issue and sell
$_________ aggregate principal amount of [Title of Securities] (the "Purchased
Securities"), registered on Registration Statement[s] No[s]. _________.
Subject to the terms and conditions set forth herein or incorporated by
reference herein and referred to below, the Company hereby agrees to sell and
the underwriter or underwriters named below (such underwriter or underwriters
being herein called the "Underwriters") agree to purchase, severally and not
jointly, the principal amounts of such Purchased Securities set forth below
opposite their names at a purchase price equal to ___% of the principal amount
thereof [plus accrued interest on the Purchased Securities from ___________,
199_ to the date of payment and delivery]:
Name Principal Amount. Name Principal Amount
---- ----------------- ---- ----------------
---------
Total: $
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[The aggregate principal amount of Purchased Securities to be purchased
by the several Underwriters may be reduced by the aggregate principal amount of
Purchased Securities sold pursuant to delayed delivery contracts with
institutional investors.]*
The Underwriters will pay for such Purchased Securities (less any
Purchased Securities sold pursuant to delayed delivery contracts) upon delivery
thereof at [state location] at 10:00 a.m. (New York time on [state date].
The Purchased Securities shall have the following terms:
Maturity:
Initial Price to Public:
Interest Rate:
Redemption Provisions:
Interest Payment Dates:
Sinking Fund:
Date referred to in Section 6(1) of the Standard Provisions:
Purchase Price: ___% of the principal amount [plus accrued
interest from 199_ to the date of payment and
delivery]
Listing:
[other terms]:
[The commission to be paid to the Underwriters in respect of Purchased
Securities purchased pursuant to delayed delivery contracts arranged by the
Underwriters shall be an amount equal to ___% of the principal amount
thereof.]*
All statements, requests, notices, communications and agreements
hereunder shall be in writing, and if to the Underwriters shall be delivered or
sent by mail, telex or facsimile transmission to the Underwriters in care of
_______ at _______________________, Attention: ____________________________,
Facsimile No. __________________; and if to the Company shall be delivered or
sent by mail, telex or facsimile transmission to it at 0000 Xxxxx Xxxxxx,
Xxxxxxx, Xxxxx 00000, Attention: Xxxxxxx X. Xxxxxxxx, Vice President, Finance
and Treasurer, Facsimile No. (000) 000-0000; provided, however, that any notice
to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by such
Underwriter upon request. Any such statements, requests, notices,
communications or agreements shall take effect upon receipt thereof.
_________________________
* To be added only if delayed delivery contracts are contemplated.
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Unless otherwise provided herein, all the provisions contained in the
document entitled Enron Corp. Underwriting Agreement Standard Provisions dated
August ____, 1997, a copy of which was filed as an exhibit to Registration
Statement No. 333-______ or was filed as an Exhibit to Form 8-K and
subsequently incorporated by reference into such Registration Statement, are
hereby incorporated herein by reference in their entirety and shall be deemed
to be a part of this Agreement to the same extent as if such provisions had
been set forth in full herein.
Please confirm your agreement by having an authorized officer sign a
copy of this Agreement in the space set forth below and returning the signed
copy to us, and in addition have an authorized officer send us no later than
[state date and time] by wire, telex, facsimile transmission or other written
means, the following message:
"We have entered into the Underwriting Agreement dated [insert
date] relating to the Purchased Securities referred to therein by
signing a copy of the Underwriting Agreement and returning the same or
depositing the same in the mail to you."
Very truly yours,
[Name or names of Underwriter or Underwriters]
OR
[Name of Representative]
By:
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Name:
Title:
[Acting severally on behalf of [itself]
[themselves] and the several Underwriters
named above]
Accepted:
ENRON CORP.
By:
----------------------------------
Name:
Title:
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