Subject: FW: Material Contract Review -- ASAP
From: [email-masked]
To: [email-masked]
Cc: legal <[email-masked]>
Date: Mon, 29 Oct 2001 09:40:03 -0800 (PST)

see my addition to the EEX/Swiss Re Transaction
 -----Original Message-----
From: 	Stoler, Lou  
Sent:	Monday, October 29, 2001 9:15 AM
To:	Murray, Julia
Subject:	RE: Material Contract Review -- ASAP

I reviewed the following deals:

Duferco (closed September, 2001)

A Merger Event would constitute an Event of Default on the part of ENA, if the surviving entity did not assume ENA's obligations, or the creditworthiness of the surviving entity or transferee is materially weaker than its predecessor immediately prior to the merger.....But there are the basic exceptions for an affilitate transaction.

Huntco (closed June, 2001):

Under the Inventory Management  structure, ENA's rights under all Transactions (inventory purchases and sales) may be assigned under a sale to an affiliate, an spv we manage, a successor to all or substantially all our assets, or an assignment in connection with  a financing or other financial arrangement without Huntco's consent.

Under the Loan (we made to Huntco), we may assign the Loan to anyone after notice to Huntco, or to an affilitate without notice to Huntco.  There are no change of control provisions which impact ENA's position.

Under the LLC which owns the cold mill (a steel processing plant), ENA owns the Class B Interest, and a disposition of that interest (which requires the initial Class A Member's consent) includes a merger or consolidation other than where ENA is the surviving entity.  To my knowledge, the Class A Member is still the initial Class A Member (Long Lane Master Trust IV-a Fleet National Bank entity--the ENA contact is Don Herrick).

EEX/Swiss Re (closed May 2000)

Enron Re is a subsidiary of ENA, and a counterparty to a Master ISDA and Swap Confirm with Swiss Re.  Andrews & Kurth will be forwarding the final paperwork to me shortly and I will review. [Stoler, Lou]    I reviewed and spoke with Mark Taylor, and this transaction provideds for a standard Credit Event Upon Merger provision...ie if the creditworthiness of the successor is materially worse than ours at the time of the event, our counterparty may ask for Eligible Credit Support. 

Peoples Energy (Chicago Hub Transaction) (closed 1999)

ENA owns 100% of Enron Midwest LLC, which 50% of the Enron-Peoples LLC based out of Chicago.  I spoke with Jeff Hodge who indicated that he would review and advise on any change in control provisions.

	
 -----Original Message-----
From: 	Murray, Julia  
Sent:	Sunday, October 28, 2001 12:34 PM
To:	Van Hooser, Steve; Stoler, Lou
Subject:	FW: Material Contract Review -- ASAP

 -----Original Message-----
From: 	Dobin, Nora  
Sent:	Saturday, October  27, 2001 8:03 PM
To:	Rogers, Rex; Eickenroht, Robert; Armogida, Jim; Abrams, Clement; Taylor, Mark E (Legal); Tweed, Sheila; George, Robert H.; Sager, Elizabeth; Gray, Barbara N.; Bushman, Teresa G.; Aronowitz, Alan; Keohane, Peter; Murray, Julia; Heinitz, Mary J.; Korkmas, Deb; Lyons, Dan; Hodge, Jeffrey T.; Evans, Mark (London Legal); Walls Jr., Rob; Rogers, Daniel R.; Sharp, Vicki; Schwartzenburg, John; Fossum, Drew; Lundstrom, Bruce; Ale, John; Newell, Eric; Nichols, Douglas
Cc:	Haedicke, Mark E.; Schuler, Lance (Legal); Mintz, Jordan
Subject:	FW: Material Contract Review -- ASAP

We have heard from many of you regarding the attached request.  This e-mail lets you know suggested recipients to date.  It also confirms that (i) the current goal is to ascertain whether a change of ownership of either Enron Corp. or Enron North America Corp. will cause contract breaches, defaults or terminations resulting in material liabilities and (ii) the timetable is as soon as possible.  Preliminary responses early this week (subject to further review as necessary) would be most helpful.

Thanks again, NJD    
 
 -----Original Message-----
From: 	Dobin, Nora  
Sent:	Friday, October 26, 2001 10:30 PM
To:	Rogers, Rex; Eickenroht, Robert; Armogida, Jim; Abrams, Clement; Taylor, Mark E (Legal); Tweed, Sheila; George, Robert H.; Sager, Elizabeth; Gray, Barbara N.; Bushman, Teresa G.; Aronowitz, Alan; Keohane, Peter; Murray, Julia; Heinitz, Mary J.; Korkmas, Deb; Lyons, Dan; Hodge, Jeffrey T.; Evans, Mark (London Legal)
Cc:	Haedicke, Mark E.; Schuler, Lance (Legal); Mintz, Jordan
Subject:	RE: Material Contract Review -- ASAP

To clarify, consider contracts to which Enron Corp., Enron North America Corp. or their subsidiaries are parties that contain provisions concerning a change of ownership/control of Enron Corp. or Enron North America Corp.  At this point, we are considering material contracts, or a group of similar or standard contracts that collectively are material, or contracts the breach of which could result in material liability.

Thanks, NJD

 -----Original Message-----
From: 	Dobin, Nora  
Sent:	Friday, October 26, 2001 6:05 PM
To:	Rogers, Rex; Eickenroht, Robert; Armogida, Jim; Abrams, Clement; Taylor, Mark E (Legal); Tweed, Sheila; George, Robert H.; Sager, Elizabeth; Gray, Barbara N.; Bushman, Teresa G.; Aronowitz, Alan; Keohane, Peter; Murray, Julia; Heinitz, Mary J.; Korkmas, Deb; Lyons, Dan; Hodge, Jeffrey T.
Cc:	Haedicke, Mark E.; Schuler, Lance (Legal); Mintz, Jordan
Subject:	Material Contract Review -- ASAP

We just have been asked to review on an expedited basis all material contracts of ENE and ENA for change-of-control type provisions.  Please let us know what contracts or guidance you may have or know of; we need to begin reviewing/collecting information ASAP, i.e., this weekend.  If you know of someone who should receive this e-mail but who has not, please forward.  You may contact me at any of the below numbers.  

Thanks for your help.

Regards, NJD

Nora J. Dobin
Senior Counsel
Enron Corp. - Global Finance
1400 Smith Street, Suite 2083
Houston, Texas 77002

Phone:  713/345-7723
Fax:      713/853-9252

Home:	713/864-1175