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Category:CORRESPONDENCE-LETTERS
MONTHYEARML20217E9711999-10-13013 October 1999 Submits Notification of Major Changes to Trojan Liquid Radioactive Waste Treatment Sys,Iaw PGE-1201.Detailed Description of Change Provided ML20217C8171999-10-0606 October 1999 Forwards Notice of Receipt of Availability for Comment & Meeting to Discuss License Termination Plan,Per 990805 Application ML20216F7621999-09-23023 September 1999 Forwards Corrected Response to Request 2 Contained in NRC 990920 RAI Re Application of Pacificorp for Transfer of License NPF-1.Response 2 Should Have Stated That Na General Partnership Is Partnership Formed in Nv ML20216F2871999-09-20020 September 1999 Informs NRC of Developments That Have Occurred Since 990524 Application Was Filed Re Pacificorp Transfer of License of FOL NPF-1.NRC Is Urged to Act & Approve Transaction Expeditiously by 990930.Supporting Documentation Encl ML20211Q3281999-09-0909 September 1999 Forwards Insp Rept 50-344/99-06 on 990630-0701,21 & 0408-08. No Violations Noted.Insp Conducted to Review Decommissioning Activities Underway at Trojan Site & to Accompany Shipment of Reactor Vessel to Hanford,Washington for Burial ML20211J2101999-08-30030 August 1999 Forwards Request for Addl Info Re Application for Approval of Proposed Corporate Merger of Pacificorp & Scottishpower ML20211B6611999-08-16016 August 1999 Forwards fitness-for-duty Program Performance Data Rept for Period of 990101-0630,IAW 10CFR26.71(d) ML20211B4091999-08-16016 August 1999 Forwards Environ Assessment & Finding No Significant Impact to Application for an Exemption & License Amend Dated 980129.Proposed Exemption & License Amend Would Delete Security Plan Requirements of 10CFR50.54(p) & 10CFR73.55 ML20211A7131999-08-16016 August 1999 Forwards Environ Assessment & Finding of No Significant Impact to Application for Exemption & License Amend Dtd 980827.Proposed Exemption & License Amend Would Delete EP Requirements of 10CFR50.54(q),10CFR50.47(b) & 10CFR50,app E ML20210R7691999-08-11011 August 1999 Forwards Proposed Rev 23 to PGE-8010, Trojan Nuclear QAP, in Response to NRC 990708 RAI Re Relocation of TS ACs to Qap.Revised QAP Will Be Made Effective Concurrently with Implementation of License Change Application Lca 245 ML20210H5971999-07-27027 July 1999 Forwards Notice of Consideration of Approval of Application Re Merger & Opportunity for Hearing.Notice Being Forwarded to Ofc of Fr for Publication ML20216D6611999-07-23023 July 1999 Submits Summary of Proprietary Submittals for Transtor Part 71 & Part 72 & Trojan ISFSI Applications ML20210F8601999-07-22022 July 1999 Forwards Rev 1 to PGE-1076, Trojan Reactor Vessel Package Sar. Changes to Rept Contained in Rev 1 Received NRC Approval by Ltr ML20210A6401999-07-19019 July 1999 Corrects Ref in Item 4 of Which Constitutes Rev 2 of Authorization from Wf Kane, for Trojan Reactor Vessel Package as Approved Package for Shipment Under General License,Subj to Listed Conditions ML20210B4481999-07-12012 July 1999 Forwards Rept Describing Effects of Earthquake That Occurred on 990702 Near Satsop,Wa,Iaw Trojan Nuclear Plant Defueled Sar,Section 4.1.3.1 ML20209D6231999-07-0808 July 1999 Forwards RAI Re Licensee 980827 Request for Amend That Would Delete Number of License Conditions & TS Requirements That Would Be Implemented After All Sf Has Been Removed from 10CFR50 Licensed Area.Response Requested within 30 Days ML20209C6481999-07-0606 July 1999 Forwards Rev 8 to Defueled Sar,Including Changes Since Last Submittal.Attachment Includes Brief Description of Each Change Included in Rev ML20209B7821999-07-0101 July 1999 Responds to NRC 990609 RAI Re License Change Application 244 & Accompanying Request for Exemption.Detailed Info Supports Estimation of Remaining Radioactive Matl Previously Provided by Licensee ML20212J3281999-06-15015 June 1999 Forwards Amend 22 to PGE-1012, Trojan Nuclear Plant Fire Protection Plan, IAW 10CFR50.48(f).Amend Reflects Revs Made During Decommissioning Activities & Does Not Reduce Effectiveness of Fire Protection ML20195J0111999-06-0909 June 1999 Responds to Requesting License & Exemption Re Emergency Preparedness ML20207D3861999-06-0101 June 1999 Forwards Rev 1 to PGE-1077, Trojan Nuclear Plant Reactor Vessel & Internals Removal Project Transportation Safety Plan ML20196L1251999-05-24024 May 1999 Forwards Application for Amend to License NPF-1 for Indirect Transfer of License,To Extent That Such Approval Required Solely to Reflect Change in Upstream Economic Ownership of Pacificorp ML20207A2751999-05-14014 May 1999 Informs That NRC Office of Nuclear Reactor Regulation Reorganized Effective 990328.As Part of Reorganization, Division of Licensing Project Mgt Created.Organization Chart Encl ML20206N9411999-05-11011 May 1999 Forwards Revised Epips,Including Rev 7 to EPIP 3, Response Organization Checklists & Rev 9 to EPIP 5, Emergency Preparedness Test Propgram. Changes to EPIPs 3 & 5 Ref New Owners of on-site Railroad Line,Portland & Western Railroad ML20206J8681999-05-0707 May 1999 Forwards Insp Repts 50-344/99-05 & 72-0017/99-04 on 990419-22.No Violations Noted.Insp Observed Work Activities Associated with Lifting of Reactor Vessel in Preparation for Removal & Shipment to Hanford Reservation for Burial ML20206J7931999-05-0707 May 1999 Forwards Insp Repts 50-344/99-04 & 72-0017/99-02 on 990322- 25 & 29-0408.One Violations Identified & Being Treated as non-cited Violation,Consistent with App C of Enforcement Policy ML20206H4331999-05-0505 May 1999 Forwards Amend 201 to License NPF-1 & Se.Amend Revises PDTSs by Deleting ISFSI Area,Revises Subsection 4.1.1,replaces Figure 4.1-1 with New Figure 4.1-1 & Adds New Page to Figure 4.1-1 to Reflect Access Control (ISFSI) Area ML20206N1571999-05-0404 May 1999 Forwards Util Quarterly Decommissioning Status Rept for First Quarter of 1999,IAW State of or Energy Facility Siting Council Order Approving Trojan Decommissioning Plan, ML20206E1731999-04-29029 April 1999 Informs That NRC Staff Has Performed an Acceptance Review of Trojan Nuclear Plant License Termination Plan,Submitted by ,To Determine Whether LTP Provides Adequate Info to Allow Staff to Conduct Detailed Review ML20206E0211999-04-28028 April 1999 Forwards Copy of Environ Assessment & Finding of No Significant Impact Re 970212 Application for Amend.Proposed Amend Would Revise Trojan Permanently Defueled TS to Delete ISFSI Area ML20206C9591999-04-23023 April 1999 Forwards Amend 200 to License NPF-1 & Safety Evaluation. Amend Changes License NPF-1 by Revising License Condition 2.C.(10), Loading of Fuel Into Casks in Fuel Building ML20206C9221999-04-23023 April 1999 Forwards Amend 199 to License NPF-1 & Safety Evaluation. Amend Changes License NPF-1 by Adding New License Condition Entitled, Loading of Fuel Into Casks in Fuel Building ML20205S9761999-04-21021 April 1999 Forwards Trojan Nuclear Plant,Radiological Environ Monitoring Rept for CY98. Rept Submitted in Accordance with Trojan Permanently Defueled TS 5.8.1.2 & Sections IV.B.2, IV.B.3 & Iv.C of App I to Title 10CFR50 ML20205T5471999-04-20020 April 1999 Forwards Insp Repts 50-344/99-03 & 72-0017/99-03 on 990301-04,15-18 & 22-25.No Violations Noted ML20205N9061999-04-13013 April 1999 Forwards Insp Rept 50-344/99-02 on 990329-0401.No Violations Noted.Inspectors Examined Portions of Physical Security, Access Authorization & FFD Programs ML20205P7301999-04-0808 April 1999 Forwards PGE-1009-98, Operational Ecological Monitoring Program for TNP,Jan-Dec 1998, Including All Existing non-radiological Effluents ML20205B3661999-03-25025 March 1999 Transmits Completed Application for Renewal of NPDES Permit for Trojan Nuclear Plant,Iaw License NPF-1,App B,Epp,Section 3.2 ML20204G1781999-03-18018 March 1999 Forwards Rev 4 to PGE-1063, Suppl to Applicants Environ Rept - Post Operating License Stage ML20204B7551999-03-18018 March 1999 Forwards Updated TS 5.6 Re High Radiation Area,Per Telcons with Nrc.Justification for TS Was Provided Previously with Util Ltr Dtd 990317,but Has Been Updated & Is Included as Encl 2 ML20204C5151999-03-17017 March 1999 Forwards Licensee Comments on NRC Preliminary SER & License Re Trojan Isfsi.Encl Includes Justification for Inclusion in ISFSI TS of Alternative Method to 10CFR20.1601(c) for Controlling Access to High Radiation Areas ML20207J3721999-03-10010 March 1999 Forwards License Amend Application 247 Requesting Amend to License NPF-1 to Add License Condition Denoting NRC Approval of PGE-1078, Trojan Nuclear Plant License Termination Plan, Also Encl.With Certificate of Svc ML20207L0011999-03-0808 March 1999 Transmits Tnp co-owners Annual Rept of Status of Decommissioning Funding for Tnp.Rept Is Based on Most Recent Analysis of Tnp Decommissioning Estimate & Funding Plan,Per Rev 6 to Pge, Tnp Decommissioning Plan ML20207G9691999-03-0303 March 1999 Forwards Rev 6 to PGE-1061, Trojan Nuclear Plant Decommissioning Plan. Summary of Changes,Attached.Revised Portions Denoted by Side Bars ML20207D7751999-03-0202 March 1999 Forwards Amend 21 to PGE-1012, Trojan Nuclear Plant Fire Protection Plan, Per 10CFR50.48(f).Amend Reflects Revs Made During Decommissioning Activities ML20207B0441999-02-24024 February 1999 Forwards Endorsements 139 to Nelia Policy NF-0225 & 2 to Nelia Policy NW-0602 ML20207J0701999-02-11011 February 1999 Forwards Proposed Ts,Update to ISFSI SAR & Revised Calculation,Per Application for Trojan ISFSI License ML20202G4291999-02-0202 February 1999 Forwards Rev 0 to PGE-1076, Trojan Reactor Vessel Package Sar. Approval,With Certain Conditions,For one-time Shipment of Trojan Reactor Vessel Package Granted by Commission Via Ltr ML20202G0931999-01-26026 January 1999 Submits Following Info That Will Be Needed for NRC Staff to Complete Review & Issue Trojan ISFSI License,As Result of 990121 Meeting with NRC Following Insp & Observation of ISFSI Preoperational Testing During Wk of 990118 ML20202F2551999-01-25025 January 1999 Forwards Fitness for Duty Program Performance Data Rept for July-Dec 1998 ML20202C1621999-01-21021 January 1999 Forwards Insp Repts 50-344/98-04 & 72-0017/98-01 & NOV Re Inadequate Actions Taken by Radiation Protection Technician to Ensure That Radiological Conditions Safe Prior to Removing Warning Signs for Airborne Radioactivity Area 1999-09-09
[Table view] Category:INCOMING CORRESPONDENCE
MONTHYEARML20217E9711999-10-13013 October 1999 Submits Notification of Major Changes to Trojan Liquid Radioactive Waste Treatment Sys,Iaw PGE-1201.Detailed Description of Change Provided ML20216F7621999-09-23023 September 1999 Forwards Corrected Response to Request 2 Contained in NRC 990920 RAI Re Application of Pacificorp for Transfer of License NPF-1.Response 2 Should Have Stated That Na General Partnership Is Partnership Formed in Nv ML20216F2871999-09-20020 September 1999 Informs NRC of Developments That Have Occurred Since 990524 Application Was Filed Re Pacificorp Transfer of License of FOL NPF-1.NRC Is Urged to Act & Approve Transaction Expeditiously by 990930.Supporting Documentation Encl ML20211B6611999-08-16016 August 1999 Forwards fitness-for-duty Program Performance Data Rept for Period of 990101-0630,IAW 10CFR26.71(d) ML20210R7691999-08-11011 August 1999 Forwards Proposed Rev 23 to PGE-8010, Trojan Nuclear QAP, in Response to NRC 990708 RAI Re Relocation of TS ACs to Qap.Revised QAP Will Be Made Effective Concurrently with Implementation of License Change Application Lca 245 ML20216D6611999-07-23023 July 1999 Submits Summary of Proprietary Submittals for Transtor Part 71 & Part 72 & Trojan ISFSI Applications ML20210F8601999-07-22022 July 1999 Forwards Rev 1 to PGE-1076, Trojan Reactor Vessel Package Sar. Changes to Rept Contained in Rev 1 Received NRC Approval by Ltr ML20210B4481999-07-12012 July 1999 Forwards Rept Describing Effects of Earthquake That Occurred on 990702 Near Satsop,Wa,Iaw Trojan Nuclear Plant Defueled Sar,Section 4.1.3.1 ML20209C6481999-07-0606 July 1999 Forwards Rev 8 to Defueled Sar,Including Changes Since Last Submittal.Attachment Includes Brief Description of Each Change Included in Rev ML20209B7821999-07-0101 July 1999 Responds to NRC 990609 RAI Re License Change Application 244 & Accompanying Request for Exemption.Detailed Info Supports Estimation of Remaining Radioactive Matl Previously Provided by Licensee ML20212J3281999-06-15015 June 1999 Forwards Amend 22 to PGE-1012, Trojan Nuclear Plant Fire Protection Plan, IAW 10CFR50.48(f).Amend Reflects Revs Made During Decommissioning Activities & Does Not Reduce Effectiveness of Fire Protection ML20207D3861999-06-0101 June 1999 Forwards Rev 1 to PGE-1077, Trojan Nuclear Plant Reactor Vessel & Internals Removal Project Transportation Safety Plan ML20196L1251999-05-24024 May 1999 Forwards Application for Amend to License NPF-1 for Indirect Transfer of License,To Extent That Such Approval Required Solely to Reflect Change in Upstream Economic Ownership of Pacificorp ML20206N9411999-05-11011 May 1999 Forwards Revised Epips,Including Rev 7 to EPIP 3, Response Organization Checklists & Rev 9 to EPIP 5, Emergency Preparedness Test Propgram. Changes to EPIPs 3 & 5 Ref New Owners of on-site Railroad Line,Portland & Western Railroad ML20205S9761999-04-21021 April 1999 Forwards Trojan Nuclear Plant,Radiological Environ Monitoring Rept for CY98. Rept Submitted in Accordance with Trojan Permanently Defueled TS 5.8.1.2 & Sections IV.B.2, IV.B.3 & Iv.C of App I to Title 10CFR50 ML20205P7301999-04-0808 April 1999 Forwards PGE-1009-98, Operational Ecological Monitoring Program for TNP,Jan-Dec 1998, Including All Existing non-radiological Effluents ML20205B3661999-03-25025 March 1999 Transmits Completed Application for Renewal of NPDES Permit for Trojan Nuclear Plant,Iaw License NPF-1,App B,Epp,Section 3.2 ML20204G1781999-03-18018 March 1999 Forwards Rev 4 to PGE-1063, Suppl to Applicants Environ Rept - Post Operating License Stage ML20204B7551999-03-18018 March 1999 Forwards Updated TS 5.6 Re High Radiation Area,Per Telcons with Nrc.Justification for TS Was Provided Previously with Util Ltr Dtd 990317,but Has Been Updated & Is Included as Encl 2 ML20204C5151999-03-17017 March 1999 Forwards Licensee Comments on NRC Preliminary SER & License Re Trojan Isfsi.Encl Includes Justification for Inclusion in ISFSI TS of Alternative Method to 10CFR20.1601(c) for Controlling Access to High Radiation Areas ML20207J3721999-03-10010 March 1999 Forwards License Amend Application 247 Requesting Amend to License NPF-1 to Add License Condition Denoting NRC Approval of PGE-1078, Trojan Nuclear Plant License Termination Plan, Also Encl.With Certificate of Svc ML20207L0011999-03-0808 March 1999 Transmits Tnp co-owners Annual Rept of Status of Decommissioning Funding for Tnp.Rept Is Based on Most Recent Analysis of Tnp Decommissioning Estimate & Funding Plan,Per Rev 6 to Pge, Tnp Decommissioning Plan ML20207G9691999-03-0303 March 1999 Forwards Rev 6 to PGE-1061, Trojan Nuclear Plant Decommissioning Plan. Summary of Changes,Attached.Revised Portions Denoted by Side Bars ML20207D7751999-03-0202 March 1999 Forwards Amend 21 to PGE-1012, Trojan Nuclear Plant Fire Protection Plan, Per 10CFR50.48(f).Amend Reflects Revs Made During Decommissioning Activities ML20207B0441999-02-24024 February 1999 Forwards Endorsements 139 to Nelia Policy NF-0225 & 2 to Nelia Policy NW-0602 ML20207J0701999-02-11011 February 1999 Forwards Proposed Ts,Update to ISFSI SAR & Revised Calculation,Per Application for Trojan ISFSI License ML20202G4291999-02-0202 February 1999 Forwards Rev 0 to PGE-1076, Trojan Reactor Vessel Package Sar. Approval,With Certain Conditions,For one-time Shipment of Trojan Reactor Vessel Package Granted by Commission Via Ltr ML20202G0931999-01-26026 January 1999 Submits Following Info That Will Be Needed for NRC Staff to Complete Review & Issue Trojan ISFSI License,As Result of 990121 Meeting with NRC Following Insp & Observation of ISFSI Preoperational Testing During Wk of 990118 ML20202F2551999-01-25025 January 1999 Forwards Fitness for Duty Program Performance Data Rept for July-Dec 1998 ML20199J1661999-01-14014 January 1999 Submits Summary of ISFSI Lid Welding Demonstration to Be Held 990118-25.Dates & Days Are Tentative & Can Be Adjusted as Necesssary or as Required ML20199J0801999-01-12012 January 1999 Forwards Schedule for Trojan Nuclear Plant ISFSI pre-op Test,Per Request ML20206Q0121999-01-0808 January 1999 Forwards Rev 1 to PGE-1073 Tnp ISFSI Security Plan,As Result of 981208 Telcon with Nrc.Encl Withheld,Per 10CFR73.21 ML20206P5991999-01-0404 January 1999 Requests That Svc List for Delivery of Documents from NRC Be Updated,Per 981230 Telcon.Substitute for Listings of HR Pate & J Westvold,Submitted ML20198T1651999-01-0404 January 1999 Forwards Rev 5 to PGE-1061, Trojan Nuclear Plant Decommissioning Plan. Table 2.2-5 Is Revised to Depict Major Components Removed from Plant During 1998.Revs Are Denoted by Side Bars ML20198E3981998-12-17017 December 1998 Forwards Updated ISFSI Emergency Plan,Per 981123 & Discussion in Meeting with NRC on 981119.Description of Changes Encl ML20196E2851998-11-25025 November 1998 Forwards Final Rept of Matl Properties of Neutron Shielding Matl to Be Used in Trojan ISFSI & Test Repts That Verified Matl Properties ML20196D9831998-11-24024 November 1998 Forwards Listed ISFSI Calculation Refs,Per 981110 Telcon ML20196B2321998-11-23023 November 1998 Informs That,Per Commitments Made in 981119 Meeting with Nrc,Rev to PGE-1075 Will Be Submitted No Later than 981218 ML20195J2321998-11-17017 November 1998 Forwards Rev 7 to Trojan Nuclear Plant Defueled Sar. Attachment to Ltr Includes Brief Description of Each Change Included in Rev ML20195E4811998-11-10010 November 1998 Forwards Rev 51 to Trojan Nuclear Plant Security Plan.Rev Withheld,Per 10CFR73.21 ML20155E0331998-10-27027 October 1998 Forwards Amend 7 to PGE-1052, Quality-Related List Classification for Tnp. Amend Removes Ref to Several Clean Up Sys,Deletes Exemptions Allowed by Reg Guide 1.143 & Deletes Figures No Longer Required to Support Discussion ML20154M4151998-10-14014 October 1998 Requests That Further Review of License Change Application LCA-238 Be Suspended as Result of Progress Made in Decommissioning,Installation of Natural Gas Pipe Line ML20154A4751998-09-28028 September 1998 Forwards Amend 20 to PGE-1012, Trojan Nuclear Plant Fire Protection Plan, Reflecting Revisions to Fire Protection Program Made During Decommissioning Activities ML20153D3021998-09-21021 September 1998 Forwards Rev 0 to PGE-1077, Tnp Reactor Vessel & Internals Removal Project Transportation Safety Plan, Per Request That Util Submit Description of Measures to Be Taken to Ensure Safe Transport of Tnp Rv & Internals Package ML20151X7171998-09-10010 September 1998 Forwards Rev 3 to PGE-1063, Trojan Nuclear Power Station, Suppl to Applicant Environ Rept. Section 4.5 Revised to Delete Ref to Selected Room Coolers ML20151X8571998-09-10010 September 1998 Provides Rev 2 to Poge, Trojan NPP Permanently Defueled TS Bases. Changes Identified in Revised Text by Side Bars ML20153B0001998-09-0909 September 1998 Forwards Figures & Tables Identifying Nodes Assigned for Trojan ISFSI Transfer Station Analysis,TI-056,Rev 1 ML20237E9421998-08-27027 August 1998 Requests Exemption of Emergency Plan Requirements of 10CFR50.54(q),10CFR50.47(b) & 10CFR50,App E Following Transfer of Spent Nuclear Fuel to ISFSI ML20237E1811998-08-25025 August 1998 Forwards Description of Review Methodology & Summary of Results,Including List of Identified Variations from Guidance Contained in Std Review Plan,Per NUREG-1536 ML20151W5381998-08-25025 August 1998 Forwards Rev 22 to PGE-8010, Poge Nuclear QA Program for Trojan Nuclear Plant. Rev Reflects Administrative Changes That Continue to Meet Requirements of 10CFR50,App B 1999-09-23
[Table view] |
Text
l m m ame um g Portland General Electric Company i l Stephen M. Quennoz l Trojan Site Executive 1 October 30,1996 l
VPN-069-96 l Trojan Nuclear Plant Docket 50-344 License NPF-1 Docket 72-0017 l
l U.S. Nuclear Regulatory Commission Attention: Document Control Desk Washington, D.C. 20555
Dear Sirs:
Planned Merger of Parent Comoans Portland General Corooration. with Enron Corn.
Enclosure (3) of our August 20,1996 letter on this subject included a copy of the Agreement and Plan of Merger between Enron Corp. and Portland General Electric's parent company, Portland General Corporation ("PGC"). Enclosed for the record is a copy of five modified pages from the Amended and Restated Merger Agreement among Enron and PGC. The pages are marked to show the changes.
PGE believes the amendments have no impact on PGE's request that the Commission consent to the planned merger. Nevertheless, the amended pages are provided for completeness.
Sincerely, M4 Stephen M. Quennoz Trojan Site Executive -
060n95 M)i 9611070025 961030 PDR ADOCK 05000344 H PDR 71760 Columbia River Highway, Rainier, OR 97048 503/556-3713
VPN-069-96 October 30,1996 Page 2 of 2 Enclosure c: L. J. Callan, NRC Region IV Dr. D. B. Spitzberg, NRC Region IV l R. A. Scarano, NRC Region IV L. E. Kokajko, NRC NMSS M. T. Masnik, NRC NRR D. Stewart-Smith, ODOE l
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$145Nb5(XNUIRE'STXT5b; AGREEMENT AND PLAN OF I
MERGER by and bencis inkins
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l ENRON CORP.,
i PORTLAND GENERAL CORPORATION and NEW FALCON E8RyMyR5dDN CORP.
Dated as of July 20,1996 sid g' .
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AGREEMENT AND PLAN OF MERGER l
THIS XMENDElf?ANDIREST TED AGREEMENT AND PLAN OF MERGER, dated as of July 20,(1996lisd[amehdedlAndlreitsfi{sif SipisthbiE2M 1996 (this
' "A2reement"), is by and among Enron Corp., a Delaware corporation ("Enron"), Portland General Corporation, an Oregon corporation ("PfC"), and Nc w racou ss6Bispos Corp. (fem &liNeu Faled@hfjQ, an Oregon corporation and wholly owned subsidiary of Enron (the "Comoanv").
WHEREAS, the boards of directors of Enron and PGC have approved and deemed it advisable and in the best interests of their respective shareholders to consummate the transactions contemplated herein under which the businesses of Enron and PGC wouki be combined by means of (i) the reincorporation of Enron as an Oregon corporation through the merger of Enron with and into the Company, as a result ofwhich shareholders of Enron will become shareholders of the Company, and (ii) the subsequent merger of PGC with and into the Company, as a result of which the shareholders of PGC will become shareholders of the Company, all on the terms and subject to the conditions set forth in this Agreement; and WHEREAS, for federal income tax purposes, it is intended that the transactions 1 contemplated hereby will qualify as reorganizations under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended, and rules and regulations promulgated thereunder (the ugo). ,
NOW THEREFORE, in consideration of the foregoing and the respective l representations, warranties, covenants and agreements contained herein, the parties hereto agree as l follows:
ARTICLE I THE MERGERS Section 1.1 The Reincorocration Merger. Upon the terms and subject to the
, conditions of this Agreement, at the First Effective Time (as defined in Section 1.3 (aR (a) Effect Enron shall be merged with and into the Company (the "Reincorocration Mercer") in accordance with the applicable provisions of the laws of the States of Delaware and Oregon, as a result of which the separate corporate existence of Enron shall cease, and the Company shall be the surviving corporation (sometimes referred to herein as the " Surviving Corocration") and shall continue its corporato existence under the laws of the State of Oregon. The effects and consequences of the Reincorporation Merger shall be as set fonh in Section 252 of the Delaware General Corporation Law ("DGCL") and Section 60.497 of the Oregon Business Corporation Act (the "OBCA").
(b) Articles of Incorooration. At the First Effective Time, the articles of incorporation of the Company, which shall be substantially similar to the certificate of incorporation of Enron in effect on the date hereof, with such changes as are necessary to comply with the O.BCA or as may be agreed upon by Enron and PGC prior to the PGC
8 l l
l Enron and PGC for their directors' and officers' liability insurance and other indemnity agreements.
i (c) Successors In the event the Company or any ofits successors or assigns (i) i consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all i ofits properties and assets to any person, then and in either such case, proper provision shall
- be made so that the successors and assigns of the Company shall assume the obligations set !
- forth in this Section 7.5.
(d) Survival ofIndemnification. To the fullest extent not prohibited by law, from and after the Effective Time, all rights to indemnification now existing in favor of the
- employees, agents, directors or officers of Enron, PGC and their respective subsidiaries with
- _ respect to their activities as such prior to or at the Effective Time, as provided in their L respective articles or certificate ofincorporation or bylaws or indemnification agreements in j effect on the date of such activities or otherwise in effect on the date hereof, shall survive the l Mergers and shall continue in full force and effect for a period of not less than six years from the Effective Time, provided that, in the event any claim or claims are asserted or made within such six year period, all such rights to indemnification in respect of any claim or claims shall continue until final disposition of such claim or claims.
Section 7.6 Disclosure Schedejes. On or before the date of this Agreement, (i)
- PGC has delivered to Enron a schedule (the "PGC Disclosure Schedule") accompanied by a certificate signed by the chief financial officer of PGC stating that the Disclosure Schedule is being ;
delivered pursuant to this Section 7.6(il and (ii) Enron has delivered to PGC a schedule (the "Entan
. Disclosure Schedule") accompanied by a certificate signed by an executive officer of Enron stating ,
that the Enron Disclosure Schedule is being delivered pursuant to this Section 7.6(iil The PGC l
- ' Disclosure Schedule and the Enron Disclosure Schedule are collectively referred to herein as the
" Disclosure Schadulam". The Disclosure Schedules constitute an integral part of this Agreement and ~ j
! modify the respective representations, warranties, covenants or agreements of the parties hereto
, contained herein to the extent that such representations, warranties, covenants or agreements
. expressly refer specifically to the applicable section of the Disclosure Schedules. Any and all
, statements, representations, warranties or disclosures set forth in the Disclosure Schedules shall be j' deemed to have been made on and as of the date of this Agreement.-
Section 7.7 Public Announcements. Enron and PGC shall cooperate with eaci
- other in the development and distribution of all news releases and other public information disclosures j with respect to this Agreement or any of the transactions contemplated hereby and, subject to each j party's disclosure obligations imposed by law or any applicable national securities exchange, (a) shall consult with.each other with respect to any public announcements or statements and (b) shall not issue any public announcement or statement with respect to the transactions contemplated by this l Agreement that is inconsistent with any public announcement or statement previously made by either j party with seitti66l the consent of the other party. ;
Section 7.8 Rule 145 Affiliates. PGC shallidentify in a letter to Enron all persons who are, on the date hereof, " affiliates" of PGC, as such term is used in Rule 145 under the Securities
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- of Vice Chairman of the Board of the Company and Chairman of the Board and Chief Executive Officer ofPGE and Joseph M. Hirko shall hold the position of Senior Vice President of the Company.
Section 7.15 Emniovment Contracts. Concurrently with the execution and delivery 3 of this Agreent-nt, the Company has entered into employment contracts k n.c fm.o; sc fe.1in l ELU.m 0 -J C, with Messrs. Harrison and Hirkc,,icwmJ,. Such employment agreements shall i become effective immediately at the Effective Time in accordance with their terms.
j Section 7.16 Post-Merger Ooerations. Following the Effective Time, the Company 3
' shall conduct its operations in accordance with the following: 1
- Princinal Corocrate Offices. PGE shall maintain its principal corporate offices (a)
- in the city of Portland in the State of Oregon.
1
' (b) Coroorate Officers of PGE. The corporate officers of PGE shall be entitled '
to maintain their current titles and responsibilities as officers of PGE, except to the extent modified by the forms ofemployment contracts set forth pursuant to Section 7.15. and unless and until otherwise determined by the Board of Directors of the Company. Following the Effective Time, Enron shall designate a number of directors of PGE consisting of directors ofEnron and/or employees ofEnron or any subsidiary thereof, including Ken L. Harrison and l
Joseph M. Hirko. Furthermore, PGC shall have the right to designate no more than seven non-voting advisory directors for PGE.
! Chanties Immediately prior to the Effective Time, each of Enron and PGC (c) shall cause contributions of $10 million to be made to the assets of the PGE Foundation (the
, " Foundation"), and the assets of the Foundation shall be used for charitable purposes in l accordance with the constituent documents of the Foundation in the service area of PGE.
- The current directors of the Foundation, or persons nominated by a majority of such directors
- or nominated by their successors in accordance with this provision, shall be the directors of i the Foundation Section 7.17 NYSE Listing The parties shall take such action as may be reasonably
- required to cause the shares of Company Common Stock to be issued in the Mergers and any
- j. Company Preferred Stock issued in exchange for shares of Enron Convertible Preferred Stock to be j approved for listing on the NYSE and the exchanges on which the Enron Common Stock or Enron Convertible Preferred Stock was listed, each subject to official notice ofissuance. -
Section 7.18 Expenses Subject to Section 7.1 and Section 9.3. all costs and
, expenses incurred in connection with this Agreement and the transactions contemplated hereby and d '
thereby shall be paid by the party incurring such expenses, except that those expenses incurred in 4
connection with printing the Joint Proxy / Registration Statement, as well as the filing fee relating thereto, shall be shared equally by Enron, on the one hand, and PGC, on the other hand.
4 4 .- . . - . . ,
1 . A i
- I Section 7,19 Further Assurances.
j (a) Each ofPGC and Enron shall, and shall cause their respective subsidiaries to, )
- execute such further documents and instruments and take such further actions as may
} reasonably be requested by the other in order to consummate the Mergers and the transactions contemplated hereby, and to use its reasonable efforts to take or cause to be j taken all actions, and to do or cause to be cone all things, necessary, proper or advisable
- under applicable laws and regulations to consummat
- and make effective the Mergers and the other transactions contemplated hereby, including fully cooperating with the other in obtaining the PGC Required Statutory Approvals, the Enron Required Statutory Approvals and all other approvals and authorizations of any Governmental Authorities necessary or
- advisable to consummate the transactions contemplated hereby.
3 (b) Enron and PGC acknowledge that le ;he ebebocc er ayy:1.L c ic3m:ebm, s __ _
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shall not have an adverse effect on any material third party or Governmental Authority declarations, filings, registrations, notices, authorizations, consents or approvals previously
- obtained.
. ARTICLE VIH l CONDITIONS 1 Section 8.1 Conditions to Each Party's Oblication to Effect the Merners. The ~
i respective obligations ofeach party to effect the Mergers shall be subject to the satisfaction prior to the Closing Date of the following conditions, except to the extent such condition is waived by the
- parties in writing pursuant to Section 9.5:
4 2
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