20050119Tab 2 Schedules.pdf

DISCLOSURE SCHEDULE TO THE
ASSET PURCHASE AND SALE AGREEMENT
by and between
MIRANT OREGON, LLC
and
A VIST A CORPORATION
Dated as of October 13, 2004
This Disclosure Schedule has been prepared in connection with the Asset
Purchase and Sale Agreement Agreement"
),
made and entered into on October 13, 2004, by
and between MIRANT OREGON, LLC, a Delaware limited liability company Seller
),
andVISTA CORPORATION, a Washington corporation Purchaser
),
and constitutes theschedules referred to in the Agreement. Capitalized terms used herein and not otherwise definedshall have the respective meanings ascribed to such terms in the Agreement.
The representations and warranties of the Seller in Article 5 of the Agreement are
made subject to the exceptions and qualifications set forth herein. The Schedules are qualified intheir entirety by reference to specific provisions of the Agreement, and are not intended to
constitute, and shall not be construed as constituting, separate representations or warranties of
Seller.
The section numbers used herein refer to the Sections in the Agreement.
Headings and subheadings have been inserted herein for convenience of reference only and shall
not have the effect of amending or changing the express description hereof as set forth in the
Agreement.
The inclusion of any information (including dollar amounts) in any section of this
Disclosure Schedule shall not be deemed to be an admission or acknowledgment by the Seller
that such information is required to be listed in such section or is material to or outside the
ordinary course of the business of the Seller, nor shall such information be deemed to establish a
standard of materiality (and the actual standard of materiality may be higher or lower than the
matters disclosed by such information). In addition, matters reflected in this DisclosureSchedule are not necessarily limited to matters required by the Agreement to be reflected in
Disclosure Schedule. Such additional matters are set forth for informational purposes only and
do not necessarily include other matters of a similar nature. The information contained in thisDisclosure Schedule is disclosed solely for purposes of the Agreement, and no information
contained herein or therein shall be deemed to be an admission by any party hereto to any third
party of any matter whatsoever (including, without limitation, any violation of applicable Law or
breach of contract).
The infonnation provided in this Disclosure Schedule is being provided solely for the purpose of
making the disclosures to Purchaser under the Agreement. Seller does not assume anyresponsibility to any person that is not a party to the Agreement for the accuracy of any
infonnation herein. The information was not prepared or disclosed with a view to its potential
disclosure to others. Subject to applicable law, this information is disclosed in confidence for the
purposes contemplated in the Agreement and is subject to the confidentiality provisions of any
other agreements entered into by the parties. In disclosing this infonnation, the Seller expressly
does not waive any attorney-client privilege associated with such information or any protection
afforded by the work-product doctrine with respect to any of the matters disclosed or discussed
herein.
Certain Assets
1. Rights related to that certain Firm Transportation Service Agreement, Contract No. 8217
between PG&E Gas Transmission, Northwest Corporation and Mirant Americas Energy
Marketing, L., dated as of January 16, 2002, including, specifically, firm gas transportation
and related services on the Coyote Springs lateral for a maximum daily transportation
capacity of 28,626Dthlday.
2. Rights related to those certain Applications for firm point-to-point transmission service from
the Coyote Springs 500kV switchyard to the Vantage 230kV switchyard, filed with the
United States Department of Energy, acting by and through the Bonneville Power
Administration, by Mirant Americas Energy Marketing, L.P., on February 26, 2002, Request
Nos. 569,570 and 571.
Excluded Assets
1. Seller shall retain its interests in the limited liability company, Coyote Springs 2, LLC, a
Delaware limited liability company, and this Agreement shall not affect the rights, claims
and actions that Coyote Springs 2, LLC may have in or related to the following agreements:
a. Turnkey Engineering, Procurement and Construction Agreement between Coyote Springs
2, LLC, and National Energy Production Corporation, dated July 21, 2000.
b. First Amendment to Turnkey Engineering, Procurement and Construction Agreement
between Coyote Springs 2, LLC, and National Energy Production Corporation dated June
22, 200 1.
c. Limited Notice to Proceed Agreement between Coyote Springs 2, LLC, and NationalEnergy Production Corporation, dated as of April 13, 2000.
d. Second Limited Notice to Proceed Agreement between Coyote Springs 2, LLC, and
National Energy Production Corporation, dated as of July 21,2000.
e. Final Notice to Proceed Agreement between Coyote Springs 2, LLC, and National
Energy Production Corporation, dated as of October 30, 2000.
f. Guaranty between Enron Corporation and Coyote Springs 2, LLC, dated July 21 , 2000.
2. Without limiting the foregoing, Seller shall retain all its rights, claims and actions as a
member of Coyote Springs 2, LLC, with respect to rights, claims and actions against Eoron
Corporation, National Energy Production Corporation, or their respective sureties, insurers or
guarantors related to the Turnkey Engineering, Procurement and Construction Agreement
between Coyote Springs 2, LLC and National Energy Production Corporation dated July 21,
2000 and which are being pursued and held by Coyote Springs 2, LLC.
3. Without limiting the foregoing, Seller shall retain all its rights, claims and actions as a
member of Coyote Springs 2, LLC, with respect to rights, claims and actions against Alstom
USA, Inc., Alstom T &D, Inc., or their respective sureties, insurers or guarantors related to
the generator step-up transformer and which are being pursued and held by Coyote Springs 2,
LLC.
4. Each of the contracts, agreements or documents listed on Schedule 8.4 hereto, and all right,title and interest of Seller thereunder, shall constitute "Excluded Assets.
Schedule 2.
Assumed Liabilities
1. Seller s affiliate, Mirant Americas Energy Marketing, L.P., shall post and permanently
release to Purchaser, and Purchaser shall assume, the finn gas transportation capacity and
related services identified in that certain Firm Transportation Service Agreement, Contract
No. 8217 between PG&E Gas Transmission, Northwest Corporation and Mirant Americas
Energy Marketing, L.P., dated as of January 16,2002, including, specifically, firm gas
transportation and related services on the Coyote Springs lateral for a maximum daily
transportation capacity of 28,626Dthlday.
2. Seller s affiliate, Mirant Americas Energy Marketing, L.P., shall assign to Purchaser, and
Purchaser shall assume, the rights related to those certain Applications for firm point-to-pointtransmission service from the Coyote Springs 500kV switchyard to the Vantage 230kV
switchyard, filed with the United States Department of Energy, acting by and through the
Bonneville Power Administration, by Mirant Americas Energy Marketing, L.P., on February26,2002, Request Nos. 569,570 and 571.
Schedule 2.
Methodolo for Allocatin Purchase Price
Pursuant to Section 2.4.3 of this Agreement, the consideration (including Assumed Liabilities)
shall be allocated for Income Tax purposes among the Assets (to the extent of Seller s Interest),consistent with Section 1060 of the Tax Code, using the residual allocation method as described
in Treasury Regulation Section 1.338-6 (including the concepts of adjusted deemed selling price
and adjusted grossed up basis, to the extent applicable). Accordingly, the consideration
(including Assumed Liabilities), less the amount of assets allocated to Class I (Cash and cash
equivalents), shall be allocated on the basis of gross fair market value to the following
classifications in the order prescribed by such regulation:
Class II - Actively traded personal property, and other certain assets;
Class ill - Mark-to-market assets and certain debt instruments;
Class IV - Inventory and Stock in Trade;
Class V - All assets other than Classes I, ll, ill, IV, VI and Vll;
Class VI - Section 197 intangibles, other than goodwill and going concern value; and
Class vn - Goodwill and going concern value.
Schedule 5.
1. The consent or approval required by the Material Agreements on Schedule 5.1 designated
as Nos. 9, 10, 12, 13, 16,30,31,32,35,37,47,48,49 and 50.
2. The approval of the Bankruptcy Court is required for the assignment and conveyance toPurchaser of the assets listed on Schedule 1.10(a).
Schedule 5.
PerIni tted Encumbrances
1. Purchaser s undivided interest in and to the Real Property as a co-tenant with an undivided
one-half interest in the Assets.
2. Real property taxes levied by the State Tax Commission under and through the provisions
ORS 308.550 - ORS 308.730 and any such amount culTently not available from the CountyAssessment Office.
3. City liens, if any, of the City of Boardman. (There are no outstanding assessments of recordsas of 9/27/04)
4. The premises are within the boundaries of the West Extension Irrigation 1;)istrict, and aresubject to the levies, assessments and easements thereof.
5. Reservations, Restrictions, and Easements as contained in Deed recorded November 3, 1967,
as Microfilm No. M-229, MolTOW County Microfilm Records. (Affects Parcell)
6. Right of Way Agreement, including the terms and provisions thereof, between Port Morrow, Oregon, also known as Port of Morrow County, a municipal corporation, alsoknown as Port of Morrow and Pacific Gas Transmission Company, recorded March 3, 1995,
as Microfilm No. M-44682, Morrow County Microfilm Records. (Affects Parcel l in the120 feet corridor)
7. Easement, including the tenns and provisions thereof, in favor of Pacific Gas Transmission
Company, recorded April 15, 1996, as Microfilm No. M-47783, Morrow County Microfilm
Records. (Affects Parcell)
8. Agreement for Payments in Lieu of Ad Valorem Taxes, including the terms and provisionsthereof dated February 16, 2000, recorded February 24, 2000 as Microfilm No. 2000-451
between The City of Boardman, Oregon and Coyote Springs 2 LLC; Addendum Agreement For Payments In Lieu of Ad Valorem Taxes between the City of Boardman andCoyote Springs 2, LLC, dated as of April 5, 2000; and Second Addendum to Agreement for
Payments in Lieu of Ad Valorem Taxes between the City of Boardman, Coyote Springs 2,
LLC, Purchaser and Seller, effective as of January 1 2003.
9. Common Ownership and Services Agreement dated July 21, 2000, recorded July 21 , 2000 as
Microfilm No. 2000-1606, Records of Morrow County, Oregon, by and between Tule HubServices Company, an Oregon Corporation and Coyote Springs 2, LLC, and FirstAmendment to Common Ownership and Services Agreement effective as of January 1, 2003,
by and among Portland General Electric Company (as successor to Tule Hub Services
Company), Coyote Springs 2, LLC, Purchaser and Seller recorded January 8, 2004 as
Microfilm No. 2004-9975, Records of Morrow County, Oregon.
10. Memorandum of Agreement (Co-Tenancy and Joint Operating Agreement) dated as of
January 1 2003 by and between Seller and Purchaser recorded December 31,2002 as
Microfilm No. 2002-6430, Morrow County Microfilm Records, which is to be terminated
pursuant to Section 7.1 of the Agreement.
11. Any statutory liens for labor or material, including liens for contributions due the State of
Oregon for unemployment compensation and for workmen s compensation, which have nowgained or hereafter may gain priority over the lien of the insured mortgage, which liens donot now appear of record.
12. Any Encumbrances arising under the Co-Tenancy and Joint Operating Agreement dated as of
January 1, 2003, as amended.
13. Any Encumbrances on the assets listed on Schedule 1.10(a), due to the fact that MirantAmericas Energy Marketing, L.P. is a party to the Chapter 11 Case.
Schedule 5.
Real Property
A leasehold estate as created by the instrument herein referred to as the Leasewhich is identified as follows: .
Lease, including the tenDS and provisions thereof, between The Port of Morrow, amunicipal corporation of the State of Oregon, as lessor, and Portland General Electric Company,as lessee, dated August 9, 1993, recorded May 23, 1994, as Microfilm No. M-2775, Morrow
County Microfilm Records.
Said Lease was amended by instrument dated February 23, 2000, effective July
21,2000, and by instrument dated January 1 2003.
Seller and Purchaser, as co-tenants, are successors to an undivided fifty percent
(50%) interest under said Lease; and are successors to certain rights and responsibilitiesestablished under that certain Common Ownership and Services Agreement, recorded July 21,
2000, Microfilm No. 2000-1606, Records of Morrow County, Oregon, and that First Amendment
to Common Ownership and Services Agreement dated as of January 1,2003, recorded January 8,2004, Microfilm No. 2004-9975, Records of Morrow County, Oregon;" and are parties to thatcertain Co-Tenancy and Joint Operating Agreement dated as of January 1, 2003, recorded in a
Memorandum of Agreement on December 31, 2002, Microfilm No. 2002-6430, Records ofMorrow County, Oregon.
APPURTENANCES contained in Common Ownership and Services Agreement,
recorded July 21 , 2000, Microfilm No. 2000-1606, Records of Morrow County, Oregon and that
First Amendment to Common Ownership and Services Agreement dated as of January 1,2003,recorded January 8, 2004, Microfilm No. 2004-9975, Records of Morrow County, Oregon.
The land referred to herein is described as follows:
Lots 1, 2 and 3, Block 4, PORT OF MORROW FOOD PROCESSING PARK, in
the County of Morrow and State of Oregon.
TOGETHER WITH real property rights contained in Common Ownership andServices Agreement dated July 21, 2000, recorded July 21, 2000 as Microfilm No. 2000-1606,Records of Morrow County, Oregon and that First Amendment to Common Ownership andServices Agreement dated as of January 1 , 2003, recorded January 8, 2004, Microfilm No. 2004-9975, Records of Morrow County, Oregon.
Schedule 5.
Environmental Matters
On May 6, 2002, a transformer at the Coyote Springs power generation facility in
Boardman, Oregon failed and released approximately 14,600 of the 17,700 gallons of
transfonner coolant oil (also referred to as mineral oil or oil) contained within the transformer.
This oil flowed into a secondary containment vault. The commercial name for this oil is Diala
Ax oil. The mineral oil does not contain PCBs and is considered non-hazardous.
An internal fire broke out in the transformer that created enough heat and pressure
to fonD cracks that allowed the mineral oil to leak into the secondary containment vault. A fire
broke out on top of the transformer that activated the fire suppression system. This system
which applied approximately 1,850 gallons per minute to the fire, was active for approximately
one hour and resulted in the flooding of the vault and displacement of the transformer oil. Oil
and water spilled out of the vault and onto the sUlTounding ground.
The combined liquids flowed overland to the south and east pending in several
locations including the area immediately surrounding the failed transformer and the northeast
portion of the Coyote Springs substation to the south of the transformer. The water and oil also
flowed to the low areas along the eastern perimeter of the property, an area adjacent to and on
the east side of Toadvin Pond, and onto a spit of land, which protrudes into Toadvin Pond.
Some of the water and oil also flowed into Toadvin Pond, located immediatelyeast of the site. This pond is used by the Port of Morrow as a source for inigation water and the Coyote Springs Facility as a source of cooling tower makeup water. Irrigation and coolingtower makeup water is extracted from a pump intake at the southeastern margin of Toadvin Pondand at a depth of approximately 15 to 20 feet below the surface water. Sampling conducted the water intake immediately after the spill and during cleanup demonstrated that concentrations
of mineral oil in water used for irrigation were well below the preliminary groundwater
screening level. In every case, with the exception of the first sample collected, were below theanalytical method detection limit.
Remedial actions were taken at the site to remove the mineral oil andcontaminated soils where feasible including mineral oil recovery from surface water, soilexcavation, and shoreline washing. Soils with mineral oil concentrations above the preliminary
screening level were removed where feasible and disposed of at the Finley Butte Landfill.
Subsequent to the remedial actions, a ground water and surface water sampling
program was conducted to demonstrate that no further actions were required.
Ten groundwater monitoring wells were installed to assess whether contamination
could migrate through groundwater. Each of the ten monitoring wells was sampled between
May 2002 and May 2003. Samples were analyzed for petroleum hydrocarbons. The results
from all samples were less than the risk screening value of 1.5 mgll and in general were below
the method detection level.
Water in Toadvin Pond was sampled at five locations along the bank. All five
points were sampled between May 2002 and November 2002. Two of the points were sampled
two additional times in February and May 2003. The sampling program results demonstrated that
the remedial action reduced surface water oil concentrations to less than the risk screening value
of 1.5 mgll.
No oil was detected in any of the surface water samples taken from Messner
Pond, just northeast of Toadvin Pond.
On August 5, 2003, the Oregon Department of Environmental Protection (ODEQ)
issued a "No Further Action Determination . The ODEQ determination means that no further
remedial action or monitoring is required and no restriction is placed on the future use of the
property.
There were a couple of small releases of hydraulic fluid or diesel between March
and May 2001. The hydraulic fluid that was spilled was biodegradable, but because it was not
identified as such at the time of the spill, the contaminated soil was placed into a barrel and was
disposed at a legal disposal site. The other fluid spills were minor spills resulting from the filling
of diesel-operated equipment or from a drip when a piece of equipment did not have a
containment vessel beneath it to collect the drip. In each instance, the fluid and contaminated
soil was placed into a barrel and disposed of at legal. disposal site operated by Waste
Management in Arlington, Oregon under Columbia Ridge Landfill Profile #0076CU and
#OlO5CU.
Schedule 5.
Material Agreements
1. Bill of Sate by CS2 in favor of Avista and Mirant dated January 1,2003.
2. Assignment and Assumption Agreement (General Assignment) among CS2, A vista and
Mirant dated January 1, 2003.
3. Second Amendment to Ground Lease among The Port of MoITOW (the "Port"), Portland
General Electric Company ("PGE"), CS2, Avista and Mirant dated January 1,2003.
4. Assignment of Ground Lease among CS2, Avista and Mirant dated January 1,2003.
5. First Amendment to Common Ownership and Services Agreement among PGE, CS2, A vista
and Mirant dated January 1 2003.
6. Assignment, Assumption and Consent (pGE Agreements) among PGE, CS2, A vista and
Mirant dated January 1 , 2003.
7. Assignment, Assumption and Consent (Steam Sales and Services Agreement) among the
Port, PGE, CS2, Avista and Mirant dated January 1,2003.
8. Assignment, Assumption and Consent (Meter Station Upgrade Agreement) among PG&E
Gas Transmission ("PGT"), CS2, Avista and Mirant dated January 1, 2003.
9. Agreement for Payments in Lieu of Ad Valorem Taxes, including the terms and provisions
thereof dated February 16,2000, recorded February 24, 2000 as Microfilm No. 2000-451
between The City of Boardman, Oregon and Coyote Springs 2 LLC; Addendum to
Agreement For Payments In Lieu of Ad Valorem Taxes between the City of Boardman and
Coyote Springs 2, LLC, dated as of April 5, 2000; and Second Addendum to Agreement for
Payments in Lieu of Ad Valorem Taxes among the City of Boardman, CS2, A vista and
Mirant dated January 1, 2003.
10. Asset Transfer Agreement between Coyote Springs 2, LLC and Portland General Electric
Company dated as of December 22, 1999.
11. First Amendment to Asset Transfer Agreement between Coyote Springs 2, LLC and Portland
General Electric Company dated as of July 21, 2000.
12. Allocation Agreement between Portland General Electric Company and Coyote Springs 2,
LLC.
13. Proration Agreement between Portland General Electric Company and Coyote Springs 2
LLC.
14. Bill of Sale for Fifty Percent Interest in ProPerty Transferred to Coyote Springs 2, LLC by
Portland General Electric Company.
15. Assignment of Lease for Undivided One-Half Interest in the Ground Lease by Portland
General Electric Company for the benefit of Coyote Springs 2, LLC.
16. Agreement Regarding Reimbursement of Expenses by and among Portland General Electric
Company, Coyote Springs 2, LLC, and Enron North America Corp.
17. Securities Purchase Agreement between Enron North America Corp. and Avista Power, LLC
dated as of July 21, 2000.
18. Assignment of Interest between Enron North America Corp. and Avista Power, LLC.
19. Letter Agreement between Purchaser and Enron North America dated October 4, 1999
regarding confidentiality.
20. Letter of A vista Power, LLC dated July 21, 2000 regarding existing contracts.
21. Letter Agreement between Portland General Electric Company and A vista Power, LLC dated
May 11, 2000.
22. Reliance Letter Agreement between Coyote Springs 2, LLC, CH2M Hill, Inc. and Portland
General Electric dated April 18, 2000.
23. Agreement between Enron North America Corp. and General Electric Company for the
Coyote Springs 2, LLC Power Project Gas Turbine Generator Package, dated effective as
May 4, 1999.
24. Change Order Number 1 between Enron North America Corp. and General Electric
Company, dated effective June 9, 2000.
25. Purchase Agreement and Assignment and Assumption between Eoron North America Corp.
and Avista Power, LLC, dated as of July 7,2000.
26. Consent to Assignment between A vista Power, LLC, and General Electric Company, dated
effective July 7, 2000.
27. Purchase Agreement and Assignment and Assumption between A vista Power, LLC, and
Coyote Springs 2, LLC, dated as of July 25,2000.
28. Purchase Agreement and Assignment and Assumption between Coyote Springs 2, LLC, and
National Energy Production Corporation, dated as of July 25,2000.
29. Consent to Assignment between Coyote Springs 2, LLC, National Energy Production
Corporation, and General Electric Company, dated effective July 25, 2000.
30. Common Ownership and Services Agreement between Tule Hub Services Company and
Coyote Springs 2, LLC, dated as of July 21, 2000.
31. Unit 2 Construction Agreement between Coyote Springs 2, LLC and Portland General
Electric Company, dated as of July 21, 2000.
32. Operation and Maintenance Agreement between Coyote Springs 2, LLC and Portland
General Electric Company, dated as of July 21, 2000.
33. Letter Agreement between Portland General Electric Company and the Port of MolTow,
dated April 20, 1993.
34. Release and Termination of Letter Agreement between Portland General Electric Company
and the Port of Morrow, dated as of February 23,2000.
35. Ground Lease between the Port of Morrow and Portland General Electric Company, dated
August 9, 1993.
36. First Amendment to Ground Lease between the Port of Morrow, Portland General Electric
Company and Coyote Springs 2, LLC, dated February 23, 2000; Letter Agreement among
Portland General Electric Company, Port of Morrow, and Coyote Springs 2, LLC, dated June
26, 2000; Assignment of Lease between Portland General Electric Company and Coyote
Springs 2, LLC, dated July 21, 2000.
37. Steam Sales Agency Agreement between the Port of Morrow and Portland General Electric
Company, dated August 9, 1993.
38. First Amendment to Steam Sales Agency Agreement between the Port of Morrow, Portland
General Electric Company and Coyote Springs 2, LLC, dated February 23, 2000.
39. Services Agreement between the Port of Morrow and Portland General Electric Company,
dated August 9, 1993.
40. Amendment 1 to Services Agreement between the Port of Morrow and Portland General
Electric Company, dated January 15, 1996.
41. Second Amendment to Services Agreement between the Port of Morrow, Portland General
Electric Company and Coyote Springs 2, LLC, dated February 23, 2000.
42. Water Agreement between the City of Boardman, Lamb-Weston, Inc., Oregon Potato
Company and Portland General Electric Company, dated January 15, 1996.
43. Letter Agreement dated March 29, 200 1 re Work Scope and Letter of Understanding for
Coyote Springs #2 Station Service between Umatilla Electric Cooperative and A vista.
44. Agreement for Electric Service between Umatilla Electric Cooperative Association and
Purchaser, dated July 1, 2003.
45. Consent and Contribution Agreement between Seller and Purchaser, dated July 1 , 2003, and
related to that certain Agreement for Electric Service between Umatilla Electric Cooperative
Association and Purchaser, dated July 1, 2003.
46. Agreement to Implement City of Boardman Annexation of Coyote Springs Power Generation
Project between the City of Boardman and Portland General Electric Company, dated as
January 15, 1996.
47. Interconnection Agreement, Contract No. 00TX-I0290, between Coyote Springs 2, LLC and
the United States of America, Department of Energy, acting by and through the Bonneville
Power Administration, dated July 24 2000, as amended by Amendment, Assignment and
Assumption Agreement to Interconnection Agreement, Amendment No.1, Contract No.
OOTX-I0290, between the United States of America, Department of Energy, acting by andthrough the Bonneville Power Administration, Coyote Springs 2, LLC, Purchaser and Seller,
dated January 1,2003.
48. Construction, Operation and Maintenance Agreement, Contract No. ooTX-I0289, betweenthe United States of America, Department of Energy, acting by and through the Bonneville
Power Administration and Coyote Springs 2, LLC, dated July 24, 2000, as amended by
Amendment, Assignment and Assumption Agreement to Construction, Operation and
Maintenance Agreement, Amendment No.1, Contract No. ooTX-I0289, between the United
States of America, Department of Energy, acting by and through the Bonneville Power
Administration, Coyote Springs 2, LLC, Purchaser and Seller, dated January 1,2003.
49. Meter Station Upgrade Agreement between Coyote Springs 2, LLC, and Pacific Gas and
Electric Gas Transmission Northwest dated December 28, 2000.
50. Letter Agreement between Portland General Electric and Coyote Springs 2, LLC, dated
January 29,2001, regarding Designated Representative and Alternate Designated
Represen tati ve under the air penni
51. Memorandum of Understanding the Climate Trust and Coyote Springs 2, LLC Monetary
Path Carbon Dioxide Standard Implementation between Coyote Springs 2, LLC, and Oregon
Climate Trust dated December 31, 2000.
52. Agreement between Coyote Springs 2, LLC and the State of Oregon, acting by and through
the Energy Facility Siting Council dated January 3,2001, with respect to the letter of credit.
Schedule 5.
Defaults under Material
None.
Schedule 5.
Le al Proceedin s - Seller
1. Rights, claims and actions as a member of Coyote Springs 2, LLC, with respect to rights,claims and actions against Enron Corporation, National Energy Production Corporation,
their respective sureties, insurers or guarantors pursuant to the Turnkey Engineering,
Procurement and Construction Agreement between Coyote Springs 2, LLC and NationalEnergy Production Corporation dated July 21,2000 and which are being pursued and held by
Coyote Springs 2, LLC.
2. Rights, claims and actions as a member of Coyote Springs 2, LLC, with respect to rights,
claims and actions against Alstom USA, Inc., Alstom T &D, Inc., or their respective sureties,insurers or guarantors related to the generator step-up transformer and which are being
pursued and held by Coyote Springs 2, LLC.
Schedule 5.
Com liance with Law - Seller
None.
Schedule 5.
Permits
1. Oregon Public Utility Commission Order Number 00-214, approving sate of property toCoyote Springs 2, LLC and sale of Coyote Springs 2, LLC to a third party.
2. Oregon Public Utility Commission Order Number 00-329, approving extension of time to
complete sale of property to Coyote Springs 2, LLC and sale of Coyote Springs 2, LLC to athird party.
3. Oregon Public Utility Commission Order Number 00-387, approving transactions necessary
to subordinate the lien of the Indenture of Mortgage and Deed of Trust dated July 1, 1945, to
the Common Ownership and Services Agreement.
4. Agreement to Implement City of Boardman Annexation of Coyote Springs Power Generation
Project between the City of Boardman and Portland General Electric Company, dated as of
January 15, 1996.
5. Agreement For Payments In Lieu of Ad Valorem Taxes between the City of Boardman and
Coyote Springs 2, LLC, dated as of February 16, 2000.
6. Addendum to Agreement For Payments In Lieu of Ad Valorem Taxes between the City
Boardman and Coyote Springs 2, LLC, dated as of April 5, 2000.
7. Second Addendum to Agreement for Payments in Lieu of Ad Valorem Taxes between theCity of Boardman, Coyote Springs 2, LLC, Purchaser and Seller, effective as of January 12003.
8. Oregon Enterprise Zone Precertification Approval granted to Coyote Springs 2, LLC, datedJune 22, 2000.
9. Oregon Enterprise Zone Precertification Approval dated January 1, 2003.
10. Third Amended Thennal Power Plant Site Certificate for Coyote Springs CogenerationProject, dated November 8,2002 (Incorporating Amendments #1 through #8).
11. Oregon Title V Operating Permit, Permit No. 25-0031, reissued in its entirety on November
27, 2000.
12. Water Pollution Control Facilities Permit, Permit No. 101366, dated March 22, 1996.
13. Oregon Office of Energy Letter dated July 6, 2000, regarding approval of Coyote SpringsUnit 2 Cooling System Study and Design.
14. Interconnection Agreement, Contract No. ooTX-I0290, between Coyote Springs 2, LLC andthe United States of America, Department of Energy, acting by and through the Bonneville
Power Administration, dated July 24, 2000, as amended by Amendment, Assignment and
Assumption Agreement to Interconnection Agreement, Amendment No., Contract No.
OOTX-I0290, between the United States of America, Department of Energy, acting by and
through the Bonneville Power Administration, Coyote Springs 2, LLC, Purchaser and Seller,
dated January 1,2003.
15. Construction, Operation and Maintenance Agreement, Contract No. OOTX-I0289, betweenthe United States of America, Department of Energy, acting by and through the Bonneville
Power Administration and Coyote Springs 2, LLC, dated July 24, 2000, as amended byAmendment, Assignment and Assumption Agreement to Construction, Operation and
Maintenance Agreement, Amendment No., Contract No. ooTX-10289, between the UnitedStates of America, Department of Energy, acting by and through the Bonneville Power
Administration, Coyote Springs 2, LLC, Purchaser and Seller, dated January 1,2003.
16. Letter Agreement between Portland General Electric and Coyote Springs 2, LLC, dated
January 29, 2001, regarding Designated Representative and Alternate Designated
Representative under the air permit.
17. Memorandum of Understanding the Climate Trust and Coyote Springs 2, LLC Monetary
Path Carbon Dioxide Standard Implementation between Coyote Springs 2, LLC, and Oregon
Climate Trust dated December 31,2000.
18. Agreement between Coyote Springs 2, LLC and the State of Oregon, acting by and through
the Energy Facility Siting Council dated January 3,2001, with respect to the letter of credit.
19. Air Contaminant Discharge Permit No. 25-0031, dated May 31 , 1994.
20. City of Boardman Ordinance No. 180 dated November 5, 1996, including "power generationand utility facilities" as pennitted uses of industrial zones.
21. Miscellaneous construction and building permits obtained by National Energy ProductionCompany, and/or Coyote Springs 2, LLC, as set forth on Exhibit J to the EPC Contract.
Schedule 5.12.
Taxes
None.
Schedule 6.
rovals - Purchaser
1. The Required Approvals.
2. The consent or approval required by the Material Agreements on Schedule 5.1 designated
as Nos. 9, 10, 12, 13, 16, 21, 30, 31, 32, 35, 37,48,49 and 50.
3. Seller s affiliate, Mirant Americas Energy Marketing, L.P., shall post and permanently
release to Purchaser, and Purchaser shall assume, the firm gas transportation capacity andrelated ~ervices identified in that certain Firm Transportation Service Agreement, Contract
No. 8217 between PG&E Gas Transmission, Northwest Corporation and Mirant Americas
Energy Marketing, L.P., dated as of January 16,2002, including, specifically, firm gas
transportation and related services on the Coyote Springs lateral for a maximum daily
transportation capacity of 28,626Dthlday.
4. Seller s affiliate, Mirant Americas Energy Marketing, L.P., shall assign to Purchaser, and
Purchaser shall assume, the rights related to those certain Applications for firm point-to-pointtransmission service from the Coyote Springs 500kV switchyard to the Vantage 230kV
switchyard, filed with the United States Department of Energy, acting by and through the
Bonneville Power Administration, by Mirant Americas Energy Marketing, L.P., on February26,2002, Request Nos. 569, 570 and 571.
Schedule 6.
Le al. Proceedin s - Purchaser
None.
Schedule 7.
Bank Accounts for Cash Distribution
1. Wells Fargo Bank - Account # 4945040269
ABA # 121000248
Account Name: Avista Corp/Coyote Springs Operating Account
2. The Bank of New York - Account # 89002 75847
ABA 021 000018
Attn: BNY Hamilton Money Fund - Hamilton Shares
Schedule 8.
Consents - Purchaser s Obli ation to Close
1. The consent or approval required by the Material Agreements on Schedule 5.1 designated
as Nos. 47 and 48.
2. Seller s affiliate, Mirant Americas Energy Marketing, L.P., shall post and permanently
release to Purchaser, and Purchaser shall assume, the firm gas transportation capacity and
related services identified in that certain Finn Transportation Service Agreement, Contract
No. 8217 between PG&E Gas Transmission, Northwest Corporation and Mirant Americas
Energy Marketing, L., dated as of January 16 2002, including, specifically, firm gas
transportation and related services on the Coyote Springs lateral for a maximum daily
transportation capacity of 28,626Dthlday.
Schedule 8.3.4
Contracts for Termination
. ...
1. Co-Tenancy and Joint Operating Agreement, dated as of January 1,2003, between Seller and
Purchaser.
2. Memorandum of Agreement (Co-Tenancy and Joint Operating Agreement), dated as of
January 1 2003, between Seller and Purchaser, recorded as Document No. 2002-6430 in the
records of Morrow County, Oregon.
3. Test Energy Agreement, dated as of May 1,2003, between Mirant Americas Energy
Marketing, L.P. and Purchaser.
4. Administrative Services Agreement, dated as of June 1,2003, between Mirant Americas
Energy Marketing, L.P. and Purchaser.
5. Transaction Record, A vista Corp Contract No. E03-O1oo5, between Mirant Americas Energy
Marketing, L.P. and Purchaser.
6. Consent and Contribution Agreement, dated July 1, 2003, between Seller and Purchaser,
related to that certain Agreement for Electric Service between Umatilla Electric Cooperative
Association and Purchaser, dated July 1, 2003.
Schedule 8.
Consents - Seller s Obli ation to Close
None.
, ;