Exhibit (c)(3)
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FAX (▇▇▇) ▇▇▇-▇▇▇▇
PACIFICORP
The Energy Group plc
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Gentlemen:
In consideration of execution by The Energy Group PLC ("TEG"), Peabody
Holding Company, Inc., and Peabody Western Coal Company of the Agreement
Containing Consent Order ("Consent Agreement") with the Federal Trade Commission
("FTC") in connection with PacifiCorp's proposed offer to acquire all of the
outstanding shares of TEG (the "Offer"), PacifiCorp agrees that if the Offer
lapses, is withdrawn by PacifiCorp, or terminates, PacifiCorp will provide the
FTC with the notice required under Paragraph X of the Consent Agreement, will
sell all voting securities of TEG in excess of $15 million as valued under the
▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Rules, and will withdraw its notification under 16 CFR ss.
803.1 with respect to the Offer within 90 days after the date the Offer lapses,
is withdrawn, or terminates.
Very truly yours,
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Senior Vice President and
Chief Financial Officer
