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[Form of Underwriting Agreement for Equity
Securities incorporating Enron Corp.
Underwriting Agreement Standard Provisions
dated September 15, 1997]
ENRON CORP.
UNDERWRITING AGREEMENT
FOR EQUITY 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
______ shares of [Title of Securities], par value $_____ per share, [and the
stockholders listed on Schedule A hereto (the "Selling Stockholders") propose
severally to sell the number of shares set forth opposite their respective
names on Schedule A hereto, representing an aggregate of _______ shares of
[Title of Securities] of the Company] (such ____ shares of [Title of
Securities] being hereinafter referred to as 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 [and each Selling Stockholder] hereby agrees
[severally and not jointly] 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, at a purchase price equal to
$_____ per share, the respective number of Purchased Securities (rounded up or
down, as determined by the [Representatives] [the Underwriters] in their
discretion, in order to avoid fractions) obtained by multiplying the _______
shares of Purchased Securities [or the number of shares of Purchased Securities
set forth opposite the name of such Selling Stockholder on Schedule A hereto,
as the case may be,] by a fraction the
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numerator of which is the number of shares of Purchased Securities set forth
below and the denominator of which is _____________.
Number of Purchased Number of Purchased
Name Securities Name Securities
---- ------------------- ---- -------------------
---------
Total:
=========
The Underwriters will pay for such Purchased Securities upon delivery
thereof at [state location] at 10:00 a.m. (New York time on [state date].
[In addition, at the option of the Underwriters, the Company proposes
to issue and sell to the Underwriters an aggregate of not more than _____
additional shares of [Title of Securities] [and certain of the Selling
Stockholders propose severally to sell to the Underwriters an aggregate of nor
more than _______ additional shares of [Title of Securities]] (such _______
additional shares being hereinafter collectively referred to as the "Optional
Securities").*
Upon written notice from the Underwriters given to the Company [and
the Selling Stockholders] not more than 30 days subsequent to the Closing Date,
the Underwriters may purchase all or less than all of the Optional Securities
at the purchase price per share to be paid for the Purchased Securities.
Subject to the foregoing, the Company [and each Selling Stockholder] agrees [,
severally and not jointly,] to sell to the Underwriters the respective numbers
of Optional Securities obtained by multiplying the number of shares specified
in such notice by a fraction the numerator of which is ____________ [in the
case of the Company and the number of shares set forth opposite the names of
each Selling Stockholder listed on Schedule A hereto under the caption "Number
of Optional Securities" in the case of the Selling Stockholders] and the
denominator of which is ___________________ (subject to adjustment by the
Underwriters to eliminate fractions). Such Optional Shares shall be purchased
from the Company [and each Selling Stockholder] for the account of each
Underwriter in the same proportion as the number of Purchased Securities set
forth opposite such Underwriter's name bears to the total number of Purchased
Securities (subject to adjustment by the Underwriters to eliminate fractions)
and may be purchased by the Underwriters only for the purpose of covering
overallotments made in connection with the sale of the Purchased Securities.
No Optional Securities shall be sold or delivered unless the Purchased
Securities previously have been, or simultaneously are, sold and delivered.
The right to purchase the Optional Securities or any portion thereof may be
surrendered and terminated at any time upon notice by the
____________________
* To be added only if the Underwriters are granted an option to purchase
additional shares.
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Underwriters to the Company [and the Selling Stockholders]. The Underwriters
will pay for such Optional Securities upon delivery thereof at [state location]
at 10:00 a.m. (New York time) on a date determined by the Underwriters (which
may be the Closing Date, but shall not be later than 7 days after written
notice of election to purchase Optional Securities is given.*
The following provisions shall apply to the Purchased Securities [and
the Optional Securities]:
[Voting Rights]:
[Dividends]:
[Conversion]:
Date referred to in Section 6(1) of the Standard Provisions:
Listing:
[other terms]:
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.
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
___________________
* To be added only if the Underwriters are granted an option to purchase
additional shares.
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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:
-----------------------------------------
Name:
Title:
[Acting severally on behalf of [itself]
[themselves] and the several Underwriters
named above]
Accepted:
ENRON CORP.
By:
----------------------------------
Name:
Title:
[Name of each Selling Stockholder]
[By:
----------------------------------
Name:
[Title:]
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