Fiscal Agency Agreement

FISCAL AGENCY AGREEMENT


Among


NORTHERN NATURAL GAS COMPANY,
Issuer


ENRON CORP.,
Guarantor


and


CONTINENTAL BANK, NATIONAL ASSOCIATION,
Fiscal Agent


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Dated as of May 4, 1993


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6 7/8% Senior Notes due May 1, 2005


TABLE OF CONTENTS


Page


RECITALS OF THE ISSUER 1 RECITALS OF THE GUARANTOR 1
1. The Securities 1
(a) General 1
(b) Form of Securities and Guarantees;
Denominations of Securities 2
(c) Temporary Securities 2
(d) Legends 2
(e) Book-Entry Provisions 3
2. Fiscal Agent; Other Agents 3
3. Authentication 4
4. Payment and Cancellation 4
(a) Payment 4
(b) Cancellation 5
5. Exchange of Securities 5
6. Register; Record Date for Certain Actions 6
7. Delivery of Certain Information 7
(a) Non-Reporting Issuer 7
(b) Non-Reporting Guarantor 7
(c) Information After Three Years 7
(d) Periodic Reports 8
8. Conditions of Fiscal Agent's Obligations 8
(a) Compensation and Indemnity 8
(b) Agency 9
(c) Advice of Counsel 9
(d) Reliance 9
(e) Interest in Securities, etc. 9
(f) Certifications 9
(g) No implied Obligations 9
(h) No Liability 9
(i) No Inquiry 9
9. Resignation and Appointment of Successor 10
(a) Fiscal Agent and Paying Agent 10
(b) Resignation 10
(c) Successors 10
(d) Acknowledgement 11
(e) Merger, Consolidation, etc. 11
10. Payment of Taxes 11


11. Assumption of the Securities by the Guarantor 11
12. Amendments 12
(a) Approval 12
(b) Binding Nature of Amendments, Notice,
Notations, etc. 12
(c) "Outstanding" Defined 13
13. Governing Law 13
14. Notices 13
15. Defeasance (Legal and Covenant) 14
(a) Issuer's and Guarantor's Option to
Effect Defeasance or Covenant 14
Defeasance
(b) Defeasance and Discharge 14
(c) Covenant Defeasance 14
(d) Conditions to Defeasance and Covenant
Defeasance 14
(e) Deposit in Trust; Miscellaneous 16
(f) Reinstatement 16
16. Headings 16
17. Counterparts 16
18. Successors and Assigns 17
19. Separability Clause 17


EXHIBIT A FORM OF SECURITY


EXHIBIT B FORM OF GUARANTEE


NOTE: This table of contents shall not be deemed to be
a part of the Fiscal Agency Agreement for any purpose.


FISCAL AGENCY AGREEMENT, dated as of May 4, 1993, among NORTHERN NATURAL GAS COMPANY, a corporation duly organized under the laws of the State of Delaware (the "Issuer"), ENRON CORP., a corporation duly organized under the laws of the State of Delaware (the "Guarantor") and CONTINENTAL BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America, as Fiscal Agent.


RECITALS OF THE ISSUER


The Issuer has duly authorized the creation of an issue of its 6 7/8% Senior Notes due May 1, 2005 (herein called the "Securities") of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer has duly authorized the execution and delivery of this Fiscal Agency Agreement.


All things necessary to make the Securities, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid obligations of the Issuer, and to make this Fiscal Agency Agreement a valid agreement of the Issuer, in accordance with their and its terms, have been done.


RECITALS OF THE GUARANTOR


The Guarantor has duly authorized the Guarantees (as defined below) provided for herein, and to provide therefor the Guarantor has duly authorized the execution and delivery of this Fiscal Agency Agreement.


All things necessary to make the Guarantees, when endorsed on the Securities to which they relate and executed by the Guarantor, the valid obligations of the Guarantor, and to make this Fiscal Agency Agreement a valid agreement of the Guarantor, in accordance with their and its terms, have been done.


1. The Securities.


(a) General. The aggregate principal amount of Securities which may be authenticated and delivered under this Agreement is limited to $l00,000,000 except for Securities authenticated and delivered upon registration of transfer, or in exchange for, or in lieu of other Securities pursuant to the provisions of this Agreement or the Securities. The Securities will be unconditionally guaranteed as to payment of principal and interest by the Guarantor pursuant to guarantees (the "Guarantees") endorsed upon the Securities and duly executed by the Guarantor.


The Securities shall be known and designated as the 6 7/8% Senior Notes due May 1, 2005 of the Issuer. The Securities will be unsecured, direct, unconditional and general obligations of the Issuer and will rank pari passu with all other unsecured and unsubordinated indebtedness of the Issuer. The Securities will cease to be obligations of the Issuer if they are assumed by the Guarantor pursuant to Section 11 hereof.


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(b) Form of Securities and Guarantees; Denominations of Securities. The Securities will be issued in registered form without coupons in substantially the form of Exhibit A hereto and in minimum denominations of $250,000 and in integral multiples of $1,000 in excess of $250,000. The Guarantees will be in substantially the form of Exhibit B hereto. The Securities and the Guarantees shall be executed manually or in facsimile on behalf of the Issuer and the Guarantor, respectively, by its Chairman of the Board, President or a Vice President and by its Secretary or an Assistant Secretary (the "Authorized Officers"), notwithstanding that such officers, or any of them, shall have ceased, for any reason, to hold such offices prior to the authentication and delivery of such Securities or Guarantees, as the case may be, or did not hold such offices at the date of such Securities or Guarantees, as the case may be. The Securities and the Guarantees may also have such additional provisions, omissions, variations or substitutions as are not inconsistent with the provisions of this Agreement and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or with any rules made pursuant thereto or with the rules of any securities exchange or governmental agency or as may, consistently herewith, be determined by the Authorized Officers of the Issuer executing such Securities and the Authorized Officers of the Guarantor executing the Guarantees endorsed thereon, as conclusively evidenced by their execution of such Securities and Guarantees. All of the Securities and the Guarantees shall be otherwise substantially identical except as to denominations of Securities and as provided herein.


(c) Temporary Securities. Until definitive Securities with Guarantees endorsed thereon are prepared, the Issuer may execute, and there shall be authenticated and delivered in accordance with the provisions of Section 3 hereof (in lieu of definitive printed Securities), temporary Securities having Guarantees endorsed thereon. Such temporary Securities may be in registered global form. Such temporary Securities shall be subject to the same limitations and conditions and entitled to the same rights and benefits as definitive Securities with Guarantees endorsed thereon, except as provided herein or therein. Temporary Securities having Guarantees endorsed thereon shall be exchangeable for definitive Securities with Guarantees endorsed thereon when such definitive Securities are available for delivery; and upon the surrender for exchange of such temporary Securities, the Issuer and the Guarantor shall execute and there shall be authenticated and delivered, in accordance with the provisions of Sections 5 and 6 hereof, in exchange for such temporary Securities, a like aggregate principal amount of definitive Securities of like tenor. The Issuer shall pay all charges, including (without limitation) stamp and other taxes and governmental charges, incident to any exchange of temporary Securities for definitive Securities. All temporary Securities shall be identified as such and shall describe the right of the holder thereof to effect an exchange for definitive Securities and the manner in which such an exchange may be effected.


(d) Legends. Securities shall be stamped or otherwise be imprinted with the legends set forth on the face of the text of the Securities attached as Exhibit A hereto and any legend pursuant to Section 1(c) or 1(e) hereof. The legends so provided on the face of the text of the Securities may be removed from any Security, upon written order signed in the name of the Issuer by its Chairman of the Board, President or a Vice President and by its Secretary or an Assistant Secretary and delivered to the Fiscal Agent ("Order"), (i) three years from the later of issuance of the Security or the date such Security (or any predecessor) was last acquired from an "affiliate" of the Issuer or the Guarantor within the meaning of Rule 144 under the Securities Act of 1933, as amended, (the "Act") or (ii) in connection with a sale made pursuant to the volume (and other restrictions) of Rule 144 under the Act following two years from such time, provided that, if the legend is removed and the Security is subsequently held by such an affiliate of the Issuer or the Guarantor, the legend shall be reinstated. Any legends provided pursuant to Sections 1(c) and (e) hereof may be removed as provided in such Sections.


(e) Book-Entry Provisions. This Section 1(e) shall apply only to global Securities deposited with or on behalf of a depository located in the United States (a "U.S. Depository").


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The Securities will be issued initially in the form of one or more registered global Securities deposited with or on behalf of a U.S. Depository, that (i) shall be registered in the name of the U.S. Depository for such global Security or Securities or the nominee of such U.S. Depository, (ii) shall be delivered by the Fiscal Agent to such U.S. Depository or pursuant to such U.S. Depository's instruction and (iii) shall bear a legend substantially to the following effect: "Unless this certificate is presented by an authorized representative of [insert name and address of Depository] to the Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of [insert name of nominee of Depository], or such other name as is requested by an authorized representative of [insert name of Depository], and any payment hereon is made to [insert name of nominee of Depository], ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, [insert name of nominee of Depository], has an interest herein."


Members of, or participants in, a U.S. Depository ("Agent Members") shall have no rights under this Fiscal Agency Agreement with respect to any global Security held on their behalf by a U.S. Depository or under the global Security, and such U.S. Depository may be treated by the Issuer, the Guarantor, the Fiscal Agent, and any agent of the Issuer, the Guarantor or the Fiscal Agent as the owner of such global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Guarantor, the Fiscal Agent, or any agent of the Issuer, the Guarantor or the Fiscal Agent, from giving effect to any written certification, proxy or other authorization furnished by a U.S. Depository or impair, as between a U.S. Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any Security.


So long as the U.S. Depository is the registered owner of Securities, the U.S. Depository will for all purposes of the Securities and this Agreement be considered the sole owner or holder of such Securities. Until such time as definitive Securities may be issued, beneficial owners of Securities will not be entitled to have Securities registered in their names, will not receive or be entitled to receive physical delivery of Securities in definitive form, and will not be considered the owners or holders thereof under this Agreement for any purpose.


If (i) the Issuer notifies the Fiscal Agent in writing that the U.S. Depository is no longer willing or able to act as a depository and the Issuer is unable to locate a qualified successor within 90 days or (ii) the Issuer notifies the Fiscal Agent in writing to cause the issuance of Securities in definitive form, then, upon surrender by the global Security holder of its global Security, Securities in such form will be issued to each person that such global Security holder and the U.S. Depository identifies as the beneficial owner of the related Securities. Upon such issuance, the Fiscal Agent shall register such Securities in the name of, and cause the same to be delivered to, such person or persons (or the nominee thereof).


2. Fiscal Agent; Other Agents.


The Issuer and the Guarantor hereby appoint Continental Bank, National Association acting through its corporate trust office at 231 South LaSalle Street, Chicago, Illinois, as fiscal agent of the Issuer and the Guarantor, in respect of the Securities and the Guarantees, upon the terms and subject to the conditions herein set forth, and Continental Bank, National Association hereby accepts such appointment. Continental Bank, National Association, and any successor or successors as such fiscal agent qualified and appointed in accordance with Section 8 hereof, are herein called the "Fiscal Agent." The Fiscal Agent shall have the powers and authority granted to and conferred upon it in the Securities and the Guarantees and hereby and such further powers and authority to act on behalf of the Issuer and the Guarantor as may be mutually agreed upon by the Issuer, the Guarantor and the Fiscal Agent. All of the terms and provisions with respect to such powers and authority contained in the Securities and the Guarantees are subject to and governed by the terms and provisions hereof.


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The Issuer and Guarantor may appoint one or more agents (a "Paying Agent" or "Paying Agents") for the payment (subject to applicable laws and regulations) of the principal of and interest on the Securities, and one or more agents (a "Transfer Agent" or "Transfer Agents") for the transfer and exchange of Securities, at such place or places as the Issuer may determine; provided, however, the Issuer shall at all times maintain a Paying Agent or agent thereof and Transfer Agent or agent thereof in the Borough of Manhattan, The City of New York (which Paying Agent and Transfer Agent may be the Fiscal Agent). The Issuer and Guarantor initially appoint the Fiscal Agent as Paying Agent and Transfer Agent. The Issuer shall promptly notify the Fiscal Agent of the name and address of each Paying Agent and Transfer Agent appointed, and will notify the Fiscal Agent of the resignation or termination of any Paying Agent or Transfer Agent. Subject to the provisions of Section 9(c) hereof, the Issuer and Guarantor may vary or terminate the appointment of any such Paying Agent or Transfer Agent at any time and from time to time upon giving not less than 90 days' notice to such Paying Agent or Transfer Agent, as the case may be, and to the Fiscal Agent.


The Issuer shall cause notice of any resignation, termination or appointment of any Paying Agent or Transfer Agent or of the Fiscal Agent and of any change in the office through which any such Agent will act to be given as provided in the text of the Securities.


3. Authentication.


The Fiscal Agent is authorized, upon receipt of Securities duly executed on behalf of the Issuer for the purposes of the original issuance of the Securities, (i) to authenticate said Securities in an aggregate principal amount not in excess of $100,000,000 and to deliver said Securities with Guarantees endorsed thereon in accordance with an Order or Orders and (ii) thereafter to authenticate and deliver said Securities with Guarantees endorsed thereon in accordance with the provisions hereinafter set forth.


The Fiscal Agent may, with the consent of the Issuer, appoint by an instrument or instruments in writing one or more agents (which may include itself) for the authentication of Securities and, with such consent, vary or terminate any such appointment upon written notice and approve any change in the office through which any authenticating agent acts. The Issuer (by written notice to the Fiscal Agent and the authenticating agent whose appointment is to be terminated) may also terminate any such appointment at any time. The Fiscal Agent hereby agrees to solicit written acceptances from the entities concerned (in form and substance satisfactory to the Issuer) of such appointments. In its acceptance of such appointment, each such authenticating agent shall agree to act as an authenticating agent pursuant to the terms and conditions of this Agreement.


4. Payment and Cancellation.


(a) Payment. Subject to the following provisions, the Issuer shall provide to the Fiscal Agent in funds available on or prior to each date on which a payment of principal of or any interest on the Securities shall become due, as set forth in the text of the Securities, such amount, in such coin or currency, as is necessary to make such payment, and the Issuer hereby authorizes and directs the Fiscal Agent from funds so provided to it to make or cause to be made payment of the principal of and interest, as the case may be, on the Securities set forth herein and in the text of the Securities. The Fiscal Agent shall arrange directly with any Paying Agent who may have been appointed pursuant to the provisions of Section 2 hereof for the payment from funds so paid by the Issuer of the principal of and interest on the Securities as set forth herein and in the text of the Securities. Notwithstanding the foregoing, the Issuer may provide directly to a Paying Agent funds for the payment of the principal thereof and premium and interest, if any, payable thereon under an agreement with respect to such funds containing substantially the same terms and conditions set forth in this Section 4(a) and in Section 8(b) hereof; and the Fiscal Agent shall have no responsibility with respect to any funds so provided by the Issuer to any such Paying Agent.


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Any interest on the Securities shall be paid, unless otherwise provided in the text of the Securities, to the persons (the "registered owners") in whose names such Securities are registered on the register maintained pursuant to Section 6 hereof at the close of business on the record dates designated in the text of the Securities. Payments of principal of Securities shall be payable against surrender thereof at the corporate trust office or office of an agent of the Fiscal Agent and at the offices of such other Paying Agents as shall have been appointed pursuant to Section 2 hereof. Payments of principal shall be made against surrender of Securities, and payments of interest on Securities shall be made, in accordance with the foregoing and subject to applicable laws and regulations, by check mailed on or before the due date for such payment to the person entitled thereto at such person's address appearing on the register of the Securities maintained pursuant to Section 6 hereof, or, in the case of payments of principal, to such other address as the registered owner shall provide in writing at the time of such surrender; provided, however, that such payments may be made, in the case of a registered owner of greater than $1,000,000 aggregate principal amount of Securities, by transfer to an account maintained by the payee with a bank if such registered owner so elects by giving notice to the Fiscal Agent, not less than 15 days (or such fewer days as the Fiscal Agent may accept at its discretion) prior to the date of the payments to be obtained, of such election and of the account to which payment is to be made.


(b) Cancellation. All Securities delivered to the Fiscal Agent (or any other Agent appointed pursuant to Section 2 hereof) for payment, redemption, registration of transfer or exchange as herein or in the Securities provided shall be forwarded to the Fiscal Agent by the Agent to which they are delivered. All such Securities shall be cancelled and destroyed by the Fiscal Agent or such other person as may be jointly designated by the Issuer and the Fiscal Agent, which shall thereupon furnish certificates of such destruction to the Issuer and Guarantor.


5. Exchange of Securities.


The Fiscal Agent, or its agent duly authorized by the Fiscal Agent, is hereby authorized from time to time in accordance with the provisions of the Securities, Section 1(e) and of this Section to authenticate and deliver:


(i) Securities in exchange for or in lieu of Securities of like
tenor and of like form which become mutilated, destroyed,
stolen or lost; and


(ii) registered Securities of authorized denominations in exchange
for a like aggregate principal amount of Securities of like
tenor and of like form.


The Securities shall be dated the date of their authentication by the Fiscal Agent. Each Security authenticated and delivered upon any transfer or exchange for or in lieu of the whole or any part of any Security shall carry all the rights if any, to interest accrued and unpaid and to accrue which were carried by the whole or such part of such Security. All Securities issued in exchange for Securities will have Guarantees endorsed thereon. Notwithstanding anything to the contrary herein contained, such new Security shall be so dated that neither gain nor loss in interest shall result from such transfer or exchange.


6. Register; Record Date for Certain Actions.


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The Fiscal Agent, as agent of the Issuer and the Guarantor, shall maintain at its corporate trust office in Chicago, Illinois and at its agent's office in the Borough of Manhattan, The City of New York, a register for the Securities for the registration and registration of transfers of the Securities. Upon presentation for the purpose at the said office of the Fiscal Agent or its agent of any Security, accompanied by a written instrument of transfer in the form approved by the Issuer, the Guarantor and the Fiscal Agent (it being understood that, until notice to the contrary is given to holders of Securities, the Issuer, the Guarantor and the Fiscal Agent shall each be deemed to have approved the form of instrument of transfer, if any. printed on any definitive Security), executed by the registered holder, in person or by such holder's attorney thereunto duly authorized in writing, such Security shall be transferred upon the register for the Securities, and a new Security of like tenor shall be authenticated and issued with a Guarantee endorsed thereon in the name of the transferee. Transfers and exchanges of Securities shall be subject to Section 1(e), to such restrictions as shall be set forth in the text of the Securities and to such reasonable regulations as may be prescribed by the Issuer, the Fiscal Agent and the Guarantor. Successive registrations and registrations of transfers as aforesaid may be made from time to time as desired and each such registration shall be noted on the Security register. No service charge shall be made for any registration, registration of transfer or exchange of Securities, but, except as otherwise provided herein with respect to the exchange of temporary Securities for definitive Securities, the Fiscal Agent (and any Transfer Agent or authenticating agent appointed pursuant to Section 2 or 3 hereof, respectively) may require payment of a sum sufficient to cover any stamp or other tax or governmental charge in connection therewith and any other amounts required to be paid by the provisions of the Securities.


Any Transfer Agent appointed pursuant to Section 2 hereof shall provide to the Fiscal Agent such information as the Fiscal Agent may reasonably require in connection with the delivery by such Transfer Agent of Securities in exchange for other Securities.


Neither the Fiscal Agent nor any Transfer Agent shall be required to make registrations of transfer or exchange of Securities during any periods set forth in the text of the Securities.


Upon receipt by the Fiscal Agent of any written demand, request or notice with respect to any matter on which the holders of Sec ...