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Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit X-From: Michelle Cash X-To: Dale Rasmussen X-cc: X-bcc: X-Folder: \Michelle_Cash_Dec2000\Notes Folders\All documents X-Origin: Cash-M X-FileName: mcash.nsf Dale, here it is. Michelle ------------------------------------------------------------------------------ --------------------------- Michelle Cash Enron North America Corp. 1400 Smith Street Houston, Texas 77002 (713) 853-6401 michelle.cash@enron.com This message may contain confidential information that is protected by the attorney-client and/or work product privileges. ----- Forwarded by Michelle Cash/HOU/ECT on 06/19/2000 04:06 PM ----- Ann Ballard@ENRON 06/19/2000 10:23 AM To: Andrew Kelemen/HOU/ECT@ECT, Michelle Cash/HOU/ECT@ECT, David Aamodt/Enron@Gateway cc: Mitchell Taylor/Corp/Enron@ENRON Subject: Section 5.14 of Stock Purchase Agreement between Enron and Sierra Pacific Resources I spoke with Keith Fullenweider at V&E regarding PGE's discharge of liabilities, and whether or not a consent would be required from Sierra Pacific Resources pursuant to Section 5.14 of the Stock Purchase Agreement. He agreed that settlement of this type of liability by PGE in the amounts discussed would not be material to PGE (even settlements with a broader group of individuals). Payments made by PGE prior to the closing should not have any impact on Sierra's ownership of PGE or the value of PGE after closing. Enron has the right to dividend net income out of PGE before closing (up to certain limits). Payment of liabilities would probably reduce the amount that Enron could dividend before closing. Its not clear whether or not the materiality standard was intended to be material to PGE and PGH II taken as a whole. The amounts could be material to PGH II, but we assume that this would not be paid out of PGH II. I believe that the benefit plan at issue here is sponsored by Portland General Holdings, Inc. That entity is not being sold to Sierra Pacific Resources. I do not know whether or not there will be any employees that participate in that plan after PGE and PGH II are sold to Sierra. Sierra will cause a new plan with similar benefits to be adopted at the time of the sale for PGE and PGH II employees. I suppose that the plan sponsored by Portland General Holdings, Inc. might be terminated following the sale of PGE. Please call me if you have further questions regarding the Stock Purchase Agreement between Enron and Sierra Pacific Resources.
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