AZURIX CORP. (Ca/CC) said Sunday (April 28) it is extending the consent payment deadline for holders of its 10 3/8% series B senior dollar notes due 2007, its 10 3/8% series A and B senior sterling notes due 2007, and its 10¾% series B senior dollar notes due 2010. To receive the consent payment of 1.5% of par, holders must now tender and consent by 5.00 p.m. ET on April 30. The Houston company noted the new deadlines is the close of business on the day before Enron Corp. intends to notify the U.S. Bankruptcy Court if it is not proceeding with the hearing scheduled on May 2, 2002, seeking the court's approval of Enron's approval of Azurix's proposed sale of Wessex Water Ltd. and the tender offer and consent solicitation. Azurix noted that on April 26 a committee representing holders of 31.74% of the outstanding senior notes of Marlin Water Trust, a beneficiary of Azurix's largest shareholder, Atlantic Water Trust, filed an objection to Enron's motion before the Bankruptcy Court. Azurix said the Marlin noteholders contend, among other things, that Azurix's paying for its Senior Notes in the tender offer and consent solicitation is not in the best interest of Atlantic Water Trust unless Azurix also pays, from proceeds of the Wessex sale, approximately $19 million in debt that Azurix owes to Atlantic Water Trust, which is among the continuing obligations of Azurix described in the Offer to Purchase and Consent Solicitation. AS PREVIOUSLY REPORTED: Azurix said April 23 that it was increasing the total purchase price in its previously announced tender offer and consent solicitation for its dollar- denominated 10 3/8% series B senior notes due 2007 and 10¾% series B senior notes due 2010 to $900 per $1,000 principal amount of notes and was also upping the price for its sterling-denominated 10 3/8% series A and B senior notes due 2007 to £900 per £1,000 principal amount. Azurix also is extending to 5:00 p.m. ET on April 26 the deadline by which noteholders must tender and consent to receive the consent payment of 1.5% of par that is included in the total purchase price, and also extending to 5:00 p.m. ET on May 7, the expiration date for the tender offer and consent solicitation, both deadlines subject to possible further extension. It said that noteholders who tender and deliver the related consents after the April 26 deadline will receive the increased total purchase price, minus the 1.5% of par consent payment, or a total of 88.5% of par. Although Azurix already has received tenders and consents from holders of a majority of its outstanding sterling notes, and has entered into a supplemental indenture relating to these notes, holders of the sterling notes who have not already tendered but do so by the extended consent deadline will be entitled to receive the consent payment. Tenders of the sterling notes are no longer revocable. The company said that noteholders who already have delivered (and not withdrawn) their tenders and consents do not need to take any further action to receive the increased total purchase price. Payments will be made for notes only if they are accepted for payment, which is subject to a number of conditions described in the Offer to Purchase and Consent Solicitation dated April 1, 2002, and the related Letter of Transmittal and Consent. AS PREVIOUSLY ANNOUNCED, Azurix - a Houston-based water utility wholly owned by Enron Corp. - said on April 2 that it had begun on April 1 a cash tender offer for the dollar-denominated 10 3/8% and 10¾% notes, as well as its outstanding sterling-denominated 10 3/8% Series A and Series B senior notes due 2007, plus a related solicitation of consents to proposed indenture changes. Azurix said the tender offer was undertaken in conjunction with its sale of Wessex Water Ltd. to a subsidiary of YTL Power International Bhd. Azurix is soliciting consents from the holders of these notes to amendments to the indenture governing these notes to permit the sale of Wessex without complying with the existing provisions and to eliminate certain covenants, restrictions and events of default, and a waiver of the timely filing of certain financial and other information. It set an expiration deadline for the offer at 5:00 p.m. ET on May 3, subject to possible extension, and initially set a consent deadline of 5 p.m. ET on April 15, which was subsequently extended. The company set a total purchase price for the notes of 88% of par (i.e., $880 per $1,000 principal amount, including a consent payment of 1.5% of par - $15 per $1,000 principal amount - for the dollar notes and £880 per £1,000 principal amount, including a consent payment of £15 per £1,000 principal amount, for the sterling notes), plus accrued and unpaid interest up to - but not including - the date of payment. The offer is conditioned on the registered holders of at least a majority of each series of the notes consenting to the proposed changes, with the Series A and Series B sterling-denominated notes together constituting one series. On April 15, Azurix announced that it had received tenders and consents from holders of a majority of its outstanding sterling-denominated 10 3/8% Series A and Series B notes. Azurix said that it had not yet received tenders and consents from holders of a majority of the holders of its dollar-denominated 10 3/8% and 10¾% notes, and was therefore extending the consent deadline to 5 p.m. ET on April 17, which was subsequently further extended. The tender offer deadline remained unchanged. Azurix also confirmed that its corporate parent, Enron Corp., had filed a motion with the United States Bankruptcy Court before which its chapter 11 proceeding is pending, to approve votes by its subsidiaries and employees in favor of Azurix's proposed sale of Wessex Water Ltd. A hearing on this motion is scheduled for May 2. On April 22, Azurix announced that it would extend the consent deadline to 5 p.m. ET of April 23 from April 19 previously. Azurix - which has already received the requisite amount of tenders and consents from the holders of its sterling-denominated 10 3/8% Series A and B senior notes due 2007 - said the expiration deadline for the tender offer for all of the notes would remain 5 p.m. ET on May 3, subject to possible extension. Salomon Smith Barney (call 800 558-3745) is acting as dealer manager of the tender offer. Mellon Investor Services (call 866 293-6625) is the information agent.

SEAGATE TECHNOLOGY INTERNATIONAL INC. (Ba2/B+) said it received the necessary tenders and consents to amend the indentures for its 12½% senior subordinated notes due 2007. As of 5.00 p.m. ET on April 26, Seagate said it received tenders and consents representing approximately $200 million in aggregate principal amount of notes out of the $210 million outstanding. The tender offer expires at 12:00 midnight ET on May 10, 2002, unless extended. AS PREVIOUSLY REPORTED: Seagate Technology International Inc. said on April 15 that it was beginning a cash tender offer for any and all of its 12½% senior subordinated notes due 2007, as well as a related solicitation of noteholder consents to the adoption of certain proposed indenture amendments to the Indenture relating to the Notes. Seagate set the consent deadline for the offer at 5 p.m. ET on April 24, with the expiration at midnight ET on May 10, both dates subject to possible extension. Seagate, a Scotts Valley, Calif.-based maker of computer hard disk drives and storage media, said it would pay total consideration of $1,210 per $1,000 principal amount of notes validly tendered and not subsequently properly withdrawn, which would include a $40 per $1,000 principal amount tender payment for holders tendering their notes by the consent deadline, and thus consenting to the proposed indenture changes. Holders tendering after the consent deadline but before the expiration deadline would receive $1,170 per $1,000 principal amount as their consideration, but would not receive the consent payment. All tendering holders will additionally receive accrued and unpaid interest on their notes accepted for purchase up to, but not including, the payment date. Notes tendered by the consent deadline may be withdrawn at any time up to that deadline, but not afterward. Notes tendered after the consent deadline but on or before the expiration deadline may be withdrawn at any time on or prior to the expiration. The proposed amendments will apply to any and all notes that are not purchased under the offer, if and when the offer is consummated. Holders who desire to tender their notes must also consent to the proposed amendments, and noteholders may not deliver consents without tendering the related notes. They may also not revoke their consents without also withdrawing the notes tendered pursuant to the Offer. Seagate said the proposed amendments - if they are adopted by the noteholders - would (a) eliminate most of the restrictive covenants in the notes' indenture, including, without limitation, the covenants limiting the incurrence of indebtedness, restricted payments, transactions with affiliates, asset sales and dividend and other payment restrictions affecting subsidiaries; (b) would eliminate limitations on mergers, consolidations; (c) would eliminate certain events of default; and (d) would modify certain repurchase and defeasance provisions. Adoption of the proposed amendments requires the consent of holders of at least a majority of the outstanding Notes. Seagate said the tender offer and consent solicitation are being undertaken in connection with the repayment of all indebtedness outstanding under its existing credit agreement, dated Nov. 22, 2000, the termination of the existing credit agreement, and the closing, subject to the execution of definitive documentation, of a new credit facility or credit facilities by Seagate Technology HDD Holdings and Seagate Technology (US) Holdings, Inc., (affiliates of parent Seagate). The facility is being arranged by a bank group with JP Morgan Chase Bank, as administrative agent, J.P. Morgan Securities Inc. and Morgan Stanley Senior Funding, Inc., as joint book managers and lead arrangers, and Morgan Stanley Senior Funding, Inc., as syndication agent; proceeds from facility will be used to refinance both the obligations outstanding under the notes and all the indebtedness outstanding under the current credit agreement. The tender offer is conditioned upon the receipt of the consents necessary to adopt the proposed amendments. The amendments will only become operative if a majority of the outstanding aggregate principal amount of notes are tendered and the offer is completed. The offer is also conditioned upon, among other things, the completion of the new credit facility and other financing. Morgan Stanley & Co. Inc. (call 877 445-0397) and J.P. Morgan Securities Inc. (call 800 245-8812) are acting as the dealer managers for the offer and the solicitation. The information agent for the offer and the solicitation is MacKenzie Partners, Inc. (call 212 929-5500 or 800 322-2885). The depositary for the offer and the solicitation is The Bank of New York.

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