EXHIBIT 1.3
THIS SECURITY IS A BOOK-ENTRY GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A
DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY
OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
BELOW, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A
TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A
NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY
TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY
THE DEPOSITORY OR ANY SUCH NOMINEE OF THE DEPOSITORY TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
ENRON OIL & GAS COMPANY
6.70% Notes due November 15, 2006
No. BE-1 CUSIP No. 293562AA2
ENRON OIL & GAS COMPANY, a corporation duly organized
and existing under the laws of Delaware (herein called the
"Company", which term includes any successor Person under
the Indenture hereinafter referred to), for value received,
hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of ONE HUNDRED FIFTY MILLION DOLLARS
($150,000,000) on November 15, 2006, and to pay interest
thereon from November 18, 1996 or from the most recent
Interest Payment Date to which interest has been paid or
duly provided for, semiannually in arrears on May 15 and
November 15 in each year, commencing May 15, 1997, at the
rate of 6.70% per annum, until the principal hereof is paid
or made available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which
shall be the May 1 or November 1 (whether or not a Business
Day), as the case may be, next preceding such Interest
Payment Date. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to
the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities
exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and
interest on this Security will be made at the office or
agency of the Company maintained for that purpose pursuant
to the Indenture hereinafter referred to in Dallas, Texas,
in such immediately available funds of the United States of
America as at the time of payment are legal tender for
payment of public and private debts.
Reference is hereby made to the further provisions of
this Security set forth below, which further provisions
shall for all purposes have the same effect as if set forth
in this place.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to below by manual
signature of an authorized officer, this Security shall not
be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.
Dated: November 18, 1996
ENRON OIL & GAS COMPANY
By:
Title:
ATTEST:
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
as Trustee
By
Authorized Signatory
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an
Indenture, dated as of September 1, 1991 (herein called the
"Indenture"), between the Company and Texas Commerce Bank
National Association, as Trustee (herein called the
"Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a
statement of the respective rights, limitation of rights,
duties and immunities thereunder of the Company, the Trustee
and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and
delivered. This Security is a Book-Entry Security
representing the entire principal amount of the series
designated on the face hereof, limited in aggregate
principal amount to $150,000,000.
The Securities of this series shall not be subject to a
sinking fund requirement.
The Indenture contains provisions for defeasance at any
time of the entire indebtedness of the Company on this
Security upon compliance by the Company with certain
conditions set forth therein, which provisions apply to this
Security.
If an Event of Default with respect to the Securities
of this series shall occur and be continuing, the unpaid
principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided
in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification
of the rights and obligations of the Company and the rights
of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of more than 50%
in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of
all the Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof
or in exchange hereof or in lieu hereof, whether or not
notation of such consent or waiver is made upon this
Security.
As set forth in, and subject to, the provisions of the
Indenture, no Holder of any Security of this series shall
have any right to institute any proceeding with respect to
the Indenture or for any remedy thereunder, unless such
Holder shall have previously given to the Trustee written
notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25%
in principal amount of the Outstanding Securities of this
series shall have made written request, and offered
reasonable indemnity, to the Trustee to institute such
proceeding as trustee, and the Trustee shall not have
received from the Holders of a majority in principal amount
of the Outstanding Securities of this series a direction
inconsistent with such request, and the Trustee shall have
failed to institute such proceeding within 60 days;
provided, however, that such limitations shall not apply to
a suit instituted by the Holder hereof for the enforcement
of payment of the principal of (or premium, if any) or
interest on this Security on or after the respective due
dates expressed herein.
No reference herein to the Indenture and no provision
of this Security or of the Indenture shall, without the
consent of the Holder, alter or impair the right of the
Holders, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed, except for
Section 113 of the Indenture (which limits interest to the
maximum amount permissible by law), the provisions of which
are incorporated herein by reference.
This Security shall be exchangeable for Securities of
this series registered in the names of Persons other than
the Depository with respect to such series or its nominee
only as provided in this paragraph. This Security shall be
so exchangeable if (x) such Depository notifies the Company
that it is unwilling or unable to continue as Depository for
this Security or if at any time such Depository ceases to be
a clearing agency registered as such under the Securities
Exchange Act of 1934, (y) the Company executes and delivers
to the Trustee a written order providing that this Security
shall be so exchangeable or (z) there shall have occurred
and be continuing an Event of Default with respect to the
Securities of this series. Securities so issued in exchange
for this Security shall be of the same series and of like
tenor, in authorized denominations and in the aggregate
having the same unpaid principal amount as this Security and
registered in such names as such Depository shall direct.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security
is registrable in the Security Register, upon surrender of
this Security for registration of transfer at the office or
agency of the Company in any place where the principal of
(and premium, if any) and interest on this Security are
payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company
and the Security Registrar duly executed by, the Holder
hereof or its attorney duly authorized in writing, and
thereupon one or more new Securities of this series, and of
like tenor, of authorized denominations and for the same
aggregate unpaid principal amount, shall be issued to the
designated transferee or transferees.
No service charge shall be made for any such exchange
or registration of transfer, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the
Company has caused a CUSIP number to be printed on this
Security as a convenience to the Holder hereof. No
representation is made as to the accuracy of such number and
reliance may be placed only on the other identifying
information printed hereon.
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in
the Indenture.
ASSIGNMENT FORM
I or we assign and transfer this Security to
(Print or type name, address and zip code of assignee or
transferee)
(Insert Social Security or other identifying number of
assignee or transferee)
and irrevocably appoint
as agent to transfer this Security on the books of the
Company. The agent may substitute another to act for him.
Dated: Signed:
(Sign exactly as name appears above or on
the other side of this Security)
Signature Guarantee:
Participant in a recognized Signature Guarantee
Medallion Program (or other signature guarantor
program reasonably acceptable to the Trustee)