Exhibit 99.1
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TERMINATION AGREEMENT
TERMINATION AGREEMENT (this "Agreement"), dated May 17, 2002,
by and among ENRON CORP., an Oregon corporation and debtor in possession
("Enron"), ENRON NORTHWEST ASSETS, LLC, a Delaware limited liability company
("Enron NW Assets"), NORTHWEST NATURAL GAS COMPANY, an Oregon corporation ("NW
Natural") and NORTHWEST ENERGY CORPORATION, an Oregon corporation ("NW Holdco").
R E C I T A L S:
A. On October 5, 2001, Enron, NW Natural, Enron NW Assets and NW Holdco
entered into that certain Stock Purchase Agreement (the "Stock Purchase
Agreement") that provides for, among other things, the sale of all of the issued
and outstanding common stock of Portland General Electric Company, an Oregon
corporation ("PGE"), to NW Holdco.
B. Section 9.1(a) of the Stock Purchase Agreement provides that the
Stock Purchase Agreement may be terminated at any time prior to closing by the
mutual consent of Enron and NW Natural.
C. On December 2, 2001, Enron and certain of its direct and indirect
subsidiaries filed voluntary petitions (the "Bankruptcy Case") for relief under
chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") with
the United States Bankruptcy Court for the Southern District of New York the
"Bankruptcy Court").
D. The parties have determined that the Stock Purchase Agreement should
be terminated and the parties thereto relieved of their obligations thereunder.
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Enron, Enron NW Assets, NW Holdco and NW Natural hereby agree as
follows:
1. Termination. Subject to the satisfaction of the conditions
set forth in Section 2 of this Agreement, the parties agree that the Stock
Purchase Agreement is hereby terminated by mutual consent, pursuant to Section
9.1(a) thereof.
2. Conditions. Termination of the Stock Purchase Agreement and
the Confidentiality Agreements shall be subject to, and effective upon, the
satisfaction of the following conditions (the "Termination Conditions"): (a)
entry of a final order by the Bankruptcy Court approving Enron's execution of
and performance pursuant to this Termination Agreement and (b) the consent of
Citicorp USA, Inc. and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank in accordance with that certain
Revolving Credit and Guaranty Agreement, dated as of December 3, 2001, pursuant
to which Enron has obtained debtor-in-possession financing.
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3. Motion; Hearing. Enron shall file with the Bankruptcy Court
and serve upon all parties in interest a motion for approval of this Agreement
not later than 3 business days after the date hereof and shall request a hearing
on such motion on the earliest date that is possible under the Case Management
Order that has been entered in the Bankruptcy Case. Enron shall use its
reasonable best efforts to obtain the Bankruptcy Court order described in
Section 2(a) hereof. Enron shall consult with NW Natural in the preparation of
such motion and any related filings concerning such motion to the Bankruptcy
Court. NW Natural shall have the right to review such motion and all related
filings in advance and Enron shall make its representatives available to NW
Natural to discuss questions or issues raised with respect to such motion or
other filings for a reasonable period prior to making such filings.
4. DIP Lender Consent. Enron shall contact, within 3 business
days of the date hereof, its debtor-in-possession lenders and use its reasonable
best efforts to obtain the consent described in Section 2(b) hereof.
5. Drop-Dead Date. This Agreement shall automatically
terminate and shall be of no further force or effect in the event that both
Termination Conditions have not been satisfied on or before July 15, 2002.
6. Cooperation. The parties agree to continue to cooperate
with each other in connection with the development and distribution of all news
releases and other public information disclosures with respect to the status of
the Stock Purchase Agreement and, subject to each 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 Stock
Purchase Agreement and the transactions contemplated by this Agreement that is
inconsistent with any public announcement or statement previously made by either
party without the consent of the other party. As soon as practicable from and
after the date hereof, the parties hereto shall advise the Oregon Public
Utilities Commission and the Washington Utilities and Transportation Commission
and the Securities and Exchange Commission regarding the execution of this
Agreement and the status of the Stock Purchase Agreement.
7. Release.
(a) Effective upon the satisfaction of the Termination
Conditions, for good and valuable consideration, NW
Natural and NW Holdco, do hereby waive, release and
forever discharge Enron and Enron NW Assets and their
estates, subsidiaries and affiliated entities
(including all of its offices, branches, parents,
subsidiaries and affiliates) and their present and
former directors, officers, trustees, agents,
attorneys, representatives, employees, successors,
investors, and assigns (the "Related Persons"), as
well as its current, former and future shareholders
(and their Related Persons) from any and all
liabilities, damages, losses, expenses, actions,
causes of action, covenants, contracts, claims and
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demands whatsoever, in law (whether federal, state,
local or otherwise) or in equity, known or unknown,
liquidated or unliquidated, contingent or fixed,
which either NW Natural or NW Holdco ever had, now
has or which hereafter can, shall or may have that
are related in any way to the Stock Purchase
Agreement, actions taken in connection therewith, the
termination thereof, the negotiations of the parties
with respect to the proposed sale of PGE or actions
taken in connection with the Bankruptcy Case.
Effective upon the satisfaction of the Termination
Conditions, for good and valuable consideration,
Enron and Enron NW Assets do hereby waive, release
and forever discharge NW Natural, NW Holdco and their
subsidiaries and affiliated entities (including all
of their offices, branches, parents, subsidiaries and
affiliates) and their present and former Related
Persons, as well as their current, former and future
shareholders (and their Related Persons), from any
and all liabilities, damages, losses, expenses,
actions, causes of action, covenants, contracts,
claims and demands whatsoever in law (whether
federal, state, local or otherwise) or in equity,
known or unknown, liquidated or unliquidated,
contingent or fixed, which Enron or Enron NW Assets
ever had, now has or which hereafter can, shall or
may have that are related in any way to the Stock
Purchase Agreement, actions taken in connection
therewith, the termination thereof, the negotiations
of the parties with respect to the proposed sale of
PGE or actions taken in connection with the
Bankruptcy Case.
8. Notices. All notices and other communications hereunder to
a party hereto shall be in writing and shall be deemed given upon receipt
thereof (a) if delivered personally, (b) if sent by overnight courier service
(receipt confirmed in writing), upon receipt thereof or (c) if delivered by
facsimile transmission (with receipt confirmed) between the hours of 9:00 a.m.
and 5:00 p.m. in the recipient party's time zone, in each case to such party at
the following address (or at such other address for a party as shall be
specified by like notice):
(i) If to NW Natural or NW Holdco, to:
Northwest Natural Gas Company
▇▇▇ ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Chief Operating
Officer
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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with a copy to:
▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(ii) If to Enron or Enron NW Assets, to:
Enron Corp.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇
Executive Vice President
and General Counsel
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
with copies to:
Corporate Secretary
Enron Corp.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
and
▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
9. Miscellaneous. This Agreement: (a) constitutes the entire
agreement and supersedes all other prior agreements and understandings, both
written and oral, among the parties, or any of them, with respect to the subject
matter hereof; (b) shall not be assigned by operation of law or otherwise by any
party without the prior written consent of the other party; and (c) may be
modified, amended or supplemented in any manner and at any time only by a
written instrument executed by each of the parties. This Agreement may be
executed in one or more counterparts, each of which shall be deemed to be an
original, but all of which shall constitute one and the same agreement. This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York, other than any conflict of laws rules thereof that would
direct the application of the laws of another jurisdiction to this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.
ENRON CORP., as Debtor in Possession
By: /s/ J. ▇▇▇▇ ▇▇▇▇▇
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Name: J. ▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President,
Corporate Development
ENRON NORTHWEST ASSETS, LLC
By: Enron Finance Management, LLC,
its Class A and Managing Member
By: Enron Corp, its sole member
By: /s/ J. ▇▇▇▇ ▇▇▇▇▇
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Name: J. ▇▇▇▇ ▇▇▇▇▇
Title: Executive Vice President,
Corporate Development
NORTHWEST NATURAL GAS COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman and Chief Executive Officer
NORTHWEST ENERGY CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman and Chief Executive Officer
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