Question
From:(redacted)
Sent:Tuesday, May 94, 2004 6:14 PM
To: Verne, B. Michael
Subject: PowerPurchase Agreement
I would greatly appreciate yourinput regarding whether the following transaction is reportable:
Two companies, A and B, entered intoa power purchase agreement that obligates B to take power from A, a generatorof power. B wishes to assign its rights and obligations under the contract tomy client C. In essence, C will step into B's shoes. In addition, company Bwill pay my client approximately $120 million to assume the contract with A. Asa result of the assignment, C will not acquire any rights in any plant orequipment or other tangible or intangible asset of A or B.
It is my view that thiscontractual exercise is not reportable because its a simple contractualassignment and because it does not reach any underlying assets of either A orB. Nevertheless, our of an abundance of caution, I'd appreciate your views onthis matter.