Subject: RE: FW: ENE/ENA Change of Ownership Diligence Inquiry
From: [email-masked]
Cc: [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], legal <[email-masked]>, [email-masked], [email-masked], legal <[email-masked]>, [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked]
Date: Mon, 19 Nov 2001 07:18:41 -0800 (PST)

The 11/1 e-mail (excerpt below) also notes that no event of default otherwise would occur, a fact specific inquiry; e.g., debt to cap ratio upon consummation of the merger:

Typical merger provisions provide that either (i) ENE survive or if not, (ii) 
the survivor be organized under U.S. (or state thereof) law, 
assume all obligations of ENE under the subject contract, and 
no event of default under the subject agreement would exist or result (whether an event of default would exist requires facts on a specific deal so covenants and other contract terms can be tested). 

To the extent that other groups reported to me differences from the typical provisions set forth above, I forwarded them onto to you.

Regards, NJD

 -----Original Message-----
From: 	John Ale/HOU/AZURIX@AZURIX@ENRON   On Behalf Of John Ale/HOU/AZURIX@ENRON
Sent:	Sunday, November 18, 2001 2:44 PM
To:	Dobin, Nora
Cc:	Aronowitz, Alan; Fossum, Drew; Sager, Elizabeth; McMahon, Jeffrey; Lavorato, John; Mintz, Jordan; Henry, Joseph; Murray, Julia; Schuler, Lance (Legal); Haedicke, Mark E.; Evans, Mark (London Legal); Muller, Mark S.; Taylor, Mark E (Legal); Joyce, Mary; Taylor, Mitch; Del vecchio, Peter; Rogers, Rex; Shapiro, Richard; Walls Jr., Rob; Eickenroht, Robert; Sharp, Vicki; Colwell, Wes
Subject:	Re: FW: ENE/ENA Change of Ownership Diligence Inquiry

In rereading your email from 11/1/01, whether Enron is the survivor of the merger makes no difference, as long as, if it's not the survivor, the survivor assumes the obligations.  Nothing seems to be triggered in the provisions described, as long as (1) the survivor has equal or better or investment-grade credit, which we assume will be the case, (2) the deal is done with approval of the Enron board, which has occurred, and (3) Enron survives or the survivor assumes, which would be case if we switch to a structure in which Enron does not survive.

Does any of the recipients disagree?