Our derivatives trading documentation does not generally contain a change of ownership default or termination trigger.  Such provisions are included in all of our master agreements between Enron affiliates and may have been negotiated into a relatively small number of third-party agreements.  A merger by ENA or sale of all or substantially all of the assets of ENA might be a trigger but the analysis is more complex.

 -----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