ASSET PURCHASE AGREEMENT

Exhibit 2.1

ASSET PURCHASE AGREEMENT

RELIANT ENERGY WHOLESALE GENERATION, LLC and

RELIANT ENERGY ASSET MANAGEMENT, LLC,

as Sellers,

and

NEVADA POWER COMPANY,

as Purchaser

APRIL 21, 2008

BIGHORN POWER PLANT

Clark County, Nevada

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS; USAGE			1
Section 1.1 Definitions			1
Section 1.2 Rules as to Usage			14
Section 1.3 Schedules and Exhibits			15
ARTICLE II SALE AND PURCHASE; PRICE; CLOSING			15
Section 2.1 Sale and Purchase; Definition of Purchased Assets; Excluded Liability			15
Section 2.2 Purchase Price			17
Section 2.3 Allocation of Purchase Price			20
Section 2.4 The Closing			20
Section 2.5 Closing Deliveries			21
Section 2.6 Further Assurances; Post-Closing Cooperation			23
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLERS			24
Section 3.1 Existence			24
Section 3.2 Authority			24
Section 3.3 Binding Agreement			24
Section 3.4 No Conflicts			25
Section 3.5 Approvals and Filings			25
Section 3.6 No Material Adverse Effect			25
Section 3.7 Legal Proceedings			26
Section 3.8 Compliance with Laws			26
Section 3.9 Title to Personal Property			26
Section 3.10 Real Property			26
Section 3.11 Condition of Purchased Assets			27
Section 3.12 Warranty Matters			28
Section 3.13 Contracts			28
Section 3.14 Permits			29
Section 3.15 Insurance			29
Section 3.16 Environmental Matters			30
Section 3.17 Labor Matters			31
Section 3.18 Employee Matters			32
Section 3.19 Brokers			32
Section 3.20 Intellectual Property			32

		Page
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER			33
Section 4.1 Existence			33
Section 4.2 Authority			33
Section 4.3 Binding Agreement			33
Section 4.4 No Conflicts			34
Section 4.5 Approvals and Filings			34
Section 4.6 Legal Proceedings			34
Section 4.7 Brokers			34
Section 4.8 Financial Resources			34
Section 4.9 Opportunity for Independent Investigation			35
ARTICLE V COVENANTS			35
Section 5.1 Efforts to Close and Fulfillment of Conditions			35
Section 5.2 Operation and Maintenance of Purchased Assets			38
Section 5.3 Purchaser’s Inspection Right			40
Section 5.4 Cooperation with Facility Takeover and Transition of Operations			40
Section 5.5 Employee and Benefit Matters			40
Section 5.6 Risk of Loss			43
Section 5.7 Interim Reports			44
Section 5.8 Update of Schedules			44
Section 5.9 No Solicitation of Competing Transaction			44
Section 5.10 Use of Certain Names			44
Section 5.11 Support Obligations			45
Section 5.12 Termination of Certain Services and Contracts			45
ARTICLE VI CONDITIONS TO CLOSING			46
Section 6.1 Purchaser’s Conditions Precedent			46
Section 6.2 Sellers’ Conditions Precedent			47
ARTICLE VII TERMINATION			48
Section 7.1 Termination Prior to Closing			48
Section 7.2 Effect of Termination or Breach Prior to Closing			49
ARTICLE VIII INDEMNIFICATION			49
Section 8.1 Indemnification by Sellers			49
Section 8.2 Indemnification by Purchaser			50
Section 8.3 Method of Asserting Claims			50
Section 8.4 Limitations of Liability			51
Section 8.5 Indemnification in Case of Strict Liability or Indemnitee Negligence			53

		Page
ARTICLE IX TAX MATTERS			53
Section 9.1 Representations and Warranties			53
Section 9.2 Transfer Taxes			54
Section 9.3 Property Taxes			55
Section 9.4 Sellers’ Tax Indemnification			55
Section 9.5 Purchaser Tax Indemnification			55
Section 9.6 Refunds			55
Section 9.7 Contests			56
Section 9.8 Assistance and Cooperation			56
Section 9.9 Information			56
Section 9.10 Tax Returns			56
Section 9.11 Survival of Obligations			57
Section 9.12 Adjustments to Purchase Price			57
ARTICLE X SURVIVAL; NO OTHER REPRESENTATIONS			57
Section 10.1 Survival of Representations, Warranties, Covenants and Agreements			57
Section 10.2 No Other Representations			57
ARTICLE XI DISPUTE RESOLUTION			58
Section 11.1 Dispute Resolution			58
Section 11.2 Venue			58
Section 11.3 Waiver of Trial by Jury			58
Section 11.4 Service of Process			59
ARTICLE XII LIMITED REMEDIES AND DAMAGES			59
Section 12.1 Exclusive Remedies			59
Section 12.2 Limitation of Liability			60
Section 12.3 Specific Performance			60
ARTICLE XIII MISCELLANEOUS			60
Section 13.1 REI Guaranty			60
Section 13.2 Notices			60
Section 13.3 Payments			61
Section 13.4 Entire Agreement			61
Section 13.5 Expenses			62
Section 13.6 Public Announcements			62
Section 13.7 Confidentiality			62
Section 13.8 Waivers			63
Section 13.9 Amendment			63
Section 13.10 No Construction Against Drafting Party			63
Section 13.11 No Third Party Beneficiary			63
Section 13.12 Headings			63
Section 13.13 Invalid Provisions			64
Section 13.14 Governing Law			64
Section 13.15 No Assignment; Binding Effect			64
Section 13.16 Counterparts			64
Section 13.17 Time of Essence			64

SCHEDULES :

Schedule 1.1(a)		Assigned Facility Agreements
Schedule 1.1(b), Part A		Materials and Equipment
Schedule 1.1(b), Part B		Stores and Inventory
Schedule 1.1(c)		Requested Consents
Schedule 1.1(d)		Easements
Schedule 1.1(e)		Permitted Liens
Schedule 1.1(f)		Transferred Intellectual Property
Schedule 1.1(g)		Project Employees
Schedule 1.1(h)		Stores and Inventory Methodology
Schedule 1.1(i)		Transferred Permits
Schedule 2.1.3		Excluded Assets
Schedule 5.2(b)(iii)		Material Assigned Facility Agreements
Schedule 5.2(d)		Permitted Actions
Sellers’ Disclosure Schedule		Section 1.1(a):		Sellers’ Knowledge Persons
		Section 3.4:		Consents and Actions
		Section 3.5:		Approvals and Filings
		Section 3.7:		Sellers’ Legal Proceedings
		Section 3.10(d):		Real Property — Material Liens
		Section 3.10(f):		Real Property — Commitments to or Agreements with any Governmental Authority Affecting the Use or Ownership of the Real Property
		Section 3.10(g):		Real Property — Agreements for the Sale, Exchange, Encumbrance, Lease or Transfer of Any of the Real Property or Any Portion of the Same by Sellers
		Section 3.10(h):		Real Property — Notices of Non-Compliance with Applicable Material Conditions, Covenants and Restrictions that Encumber the Real Property
		Section 3.11:		Materials and Equipment and Tangible Personal Property
		Section 3.12:		Warranty Matters
		Section 3.14(a):		Facility Permits
		Section 3.14(b)(i):		Permit Parties
		Section 3.14(b)(ii):		Compliance with and Status of Facility Permits
		Section 3.15:		List of Insurance Policies
		Section 3.16:		Environmental Matters
		Section 3.16(d):		Material Environmental Permits
		Section 3.18(b):		Seller Plans
		Section 3.20(a):		Intellectual Property
		Section 3.20(b):		Infringement of Intellectual Property
		Section 5.11(a):		Support Obligations
		Section 9.1:		Tax Matters Exceptions
Purchaser’s Disclosure Schedule		Section 1.1(a):		Purchaser’s Knowledge Persons
		Section 4.5:		Approvals and Filings
		Section 4.6:		Purchaser’s Legal Proceedings

EXHIBITS:

Exhibit A		Form of Bill of Sale and Assignment
Exhibit B		Form of Easement and Lease Assignment and Assumption Agreement
Exhibit C		Form of Assignment Agreement
Exhibit D		Form of Requested Consent

This filing excludes schedules and exhibits, which the registrant agrees to furnish supplementally to the Securities and Exchange Commission upon request.

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the “ Agreement ”) is made and entered into effective as of April 21, 2008 (the “ Effective Date ”), by and among RELIANT ENERGY WHOLESALE GENERATION, LLC, a Delaware limited liability company (“ REWG ”), RELIANT ENERGY ASSET MANAGEMENT, LLC, a Delaware limited liability company (“ REAM ”), and NEVADA POWER COMPANY, an electric utility organized under the laws of the State of Nevada (“ Purchaser ”). REWG and REAM are also each referred to herein individually as a “ Seller ” and collectively as the “ Sellers .” REWG and REAM, on the one hand, and Purchaser, on the other hand, are also each referred to herein as a “ Party ” and collectively as the “ Parties .”

RECITALS

A. REWG wholly owns an operating natural gas-fired combined-cycle electric generation plant known as the “ Bighorn Generating Facility ” that is nominally rated approximately 598 MW and is located 35 miles south of Las Vegas, Nevada in southern Clark County, Nevada, near Primm, Nevada, on land leased by REWG. REAM owns certain assets used in the operation of the Bighorn Generating Facility.

B. REWG and REAM are subsidiaries of, and indirectly wholly owned by, Reliant Energy, Inc., a Delaware corporation (“ REI ”).

C. Purchaser desires to purchase all of the assets of, and used in connection with, the Bighorn Generating Facility.

D. The Parties have determined to set forth in this Agreement the terms and conditions of their agreements regarding the foregoing.

AGREEMENTS

For and in consideration of the Recitals set forth above, the respective covenants and agreements of the Parties herein set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties, intending to be legally bound, do hereby agree as follows:

ARTICLE I

DEFINITIONS; USAGE

Section 1.1 Definitions . Unless the context shall otherwise require, capitalized terms used in this Agreement shall have the meanings assigned to them in this Section 1.1 .

“ 2002 Settlement Agreement ” means the Settlement Agreement, dated as of December 18, 2002, among Reliant Energy Services, Inc., REWG (as successor-in-interest to Reliant Energy Bighorn, LLC), Reliant Energy Arrow Canyon, LLC and Purchaser.

“ 2003 Settlement Agreement ” means the Settlement Agreement, dated as of January 31, 2003, among Purchaser, SCE, Duke Energy Moapa, LLC, GenWest, LLC, Las Vegas Cogeneration II, Mirant Las Vegas, LLC and REWG (as successor-in-interest to Reliant Energy Bighorn, LLC), by which they resolved issues set for hearing in FERC Docket No. ER02-2344-000 and certain SCE-related issues set for hearing in FERC Docket Nos. ER02-1741-000 and ER02-1742-000.

“ 2005 Settlement Agreement ” means the settlement agreement filed with FERC on May 23, 2005 among Purchaser, Purchaser’s Chuck Lenzie Generating Station, Valley Electric Association, Inc., SCE, GenWest, LLC, Las Vegas Cogeneration II, Mirant Las Vegas, LLC, REWG and Southern Nevada Water Authority, which attached the Amended and Restated 2003 Settlement Agreement and resolved the issues set for hearing in FERC Docket Nos. ER02-1741-000 and ER02-1742-000 that were not resolved in the 2003 Settlement Agreement, among other issues.

“ Acquisition Proposal ” shall mean any proposal or offer made by any Person other than Purchaser to acquire all or a substantial part of the Project.

“ Action ” means any suit, claim, proceeding, arbitration, audit or investigation by or before any Governmental Authority or arbitral tribunal.

“ Adjustment Amount ” has the meaning given to it in Section 2.2.4(a) of this Agreement.

“ Adjustment Statement ” has the meaning given to it in Section 2.2.4(a) of this Agreement.

“ Affiliate ” of any Person means any other Person directly or indirectly Controlling, directly or indirectly Controlled by or under direct or indirect common Control with such Person.

“ Agreement ” has the meaning given to it in the Preamble of this Agreement.

“ Amended and Restated 2003 Settlement Agreement ” means the amendment and restatement of the 2003 Settlement Agreement, entered into among Purchaser, Purchaser’s Chuck Lenzie Generating Station, SCE, GenWest, LLC, Las Vegas Cogeneration II, Mirant Las Vegas, LLC, REWG and Southern Nevada Water Authority, which is attached to the 2005 Settlement Agreement and was filed with FERC on May 23, 2005.

“ Amended Transmission Services Agreement ” has the meaning given to it in Section 5.1(k).

“ Amended TSA FERC Order ” has the meaning given to it in Section 5.1(k) of this Agreement.

“ Assigned Facility Agreements ” means the Contracts which are listed on Schedule 1.1(a) of this Agreement.

“ Assignment Agreements ” has the meaning given to it in Section 2.5.1(b)(viii) of this Agreement.

“ Assumed Liabilities ” has the meaning given to it in Section 2.1.4(b) of this Agreement.

“ Bighorn Generating Facility ” has the meaning given to it in the Recitals.

“ Bill of Sale and Assignment ” has the meaning given to it in Section 2.5.1(b)(i) of this Agreement.

“ Books and Records ” means books, records, files, documents, instruments, papers, correspondence that can be reasonably and practically provided, journals, deeds, licenses, supplier, contractor and subcontractor lists, supplier design interface information, computer files and programs (other than Sellers’ enterprise-wide computer programs), retrieval programs, environmental studies prepared by third parties, environmental reports prepared by third parties, construction reports, annual operating plans, monthly operating reports, operating logs, operations and maintenance records, purchase orders, safety and maintenance manuals, incident reports, injury reports, engineering design plans, blue prints and as-built plans, records drawings, drawings, specifications, test reports, quality documentation and reports, hazardous waste disposal records, personnel records, training records, procedures and similar items, in each case, in all formats in which they are reasonably and practically available, including electronic, where applicable; in each case, in the possession of Sellers or their Affiliates and to the extent relating to the Project; provided , however , that any such data currently contained in computer systems shall be provided in electronic format as either fixed form or character delimited data and shall include record descriptions, to the extent the computer systems of Purchaser and the Sellers are compatible in allowing such data provision; in each case excluding (a) documents subject to attorney-client privilege or information from third parties subject to confidentiality restrictions binding on Sellers or their Affiliates; provided that Sellers have used commercially reasonable efforts to procure waivers of such confidentiality provisions, (b) documents relating to the sale process of the Project, and (c) price curves, power curves or other proprietary information of Sellers or their Affiliates.

“ Business Day ” means any day except Saturday, Sunday or a weekday that banks in Las Vegas, Nevada or New York, New York are closed.

“ Claim Threshold ” has the meaning given to it in Section 8.4.1 of this Agreement.

“ Closing ” has the meaning given to it in Section 2.4 of this Agreement.

“ Closing Date ” has the meaning given to it in Section 2.4 of this Agreement.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Continuing Support Obligation ” has the meaning given to it in Section 5.11(b) of this Agreement.

“ Contract ” means any agreement, lease, license (other than a Permit), note, bond, evidence of indebtedness, mortgage, indenture, security agreement, instrument or other contract.

“ Control ” of any Person means the possession, directly or indirectly, of the power either to (a) vote fifty percent (50%) or more of the securities or interests having ordinary voting power for the election of directors (or other comparable controlling body) of such Person or (b) direct or cause the direction of management or policies of such Person, whether through the ownership of voting securities or interests, by contract or otherwise, excluding in each case, any secured lender of such Person.

“ Default Rate ” has the meaning given to it in Section 2.2.4(c) of this Agreement.

“ Easements ” means those easements, licenses, rights-of-way and other real property rights set forth on Schedule 1.1(d) .

“ Easement and Lease Assignment and Assumption Agreement ” has the meaning given to it in Section 2.5.1(b)(ii) of this Agreement.

“ Effective Date ” has the meaning given to it in the Preamble of this Agreement.

“ Environmental Condition ” means the presence or Release to the environment of Hazardous Materials, including any migration of Hazardous Materials through air, soil or water.

“ Environmental Law ” means any applicable statute, law, rule, regulation, ordinance, order or other legally enforceable directive of any Governmental Authority having lawful jurisdiction over the assets in question, that is in effect as of the Closing Date and relates to pollution, safety or protection of human health (to the extent relating to exposure to Hazardous Materials) or the environment, including (a) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (“CERCLA”), (b) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., (c) the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq., (d) the Clean Air Act, 42 U.S.C. § 7401 et seq., (e) the Hazardous Materials Transportation Authorization Act of 1994, 49 U.S.C. § 5101 et seq., (f) the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., (g) the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629, (h) the Oil Pollution Act, 33 U.S.C. § 2701 et seq., (i) the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et seq., and (j) the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j, each as amended and in effect on the Closing Date.

“ Environmental Permits ” means any Permits required by Environmental Law.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means any entity that, together with any Seller, would be deemed a single employer within the meaning of Code Section 414 or ERISA Section 4001(b).

“ Estimated Closing Statement ” has the meaning given to it in Section 2.2.3 of this Agreement.

“ Estimated Purchase Price ” has the meaning given to it in Section 2.2.2 of this Agreement.

“ Estimated Stores and Inventory Amount ” has the meaning given to it in Section 2.2.3 of this Agreement.

“ Excluded Assets ” has the meaning given to it in Section 2.1.3 of this Agreement.

“ Excluded Liabilities ” has the meaning given to it in Section 2.1.4(a) of this Agreement.

“ Facility ” means the Bighorn Generating Facility consisting of an operating natural gas-fired, combined-cycle, electric generation plant and the pipeline interconnections, electrical interconnections and all other related equipment and other associated property located within the Site as described in Schedule 1.1(b) , Part A .

“ Facility Permits ” has the meaning given to it in Section 3.14(a) of this Agreement.

“ Federal Power Act ” means the Federal Power Act of 1935, as amended.

“ FERC ” means the Federal Energy Regulatory Commission.

“ FERC Approval ” means the final approval to be issued by FERC under Section 203 of the Federal Power Act with respect to the transactions contemplated hereby.

“ Financing Liens ” means (a) that certain Deed of Trust, recorded April 2, 2003 as Instrument No. 02400 in Book 20030402 of the Official Records of Clark County, Nevada, as assigned by that certain Assignment, recorded July 8, 2003 as Instrument No. 00629 in Book 20030708 of said Official Records, as modified by agreements recorded July 8, 2003 as Instrument No. 00630 in Book 20030708 of said Official Records, December 22, 2004 as Instrument No. 0003580 in Book 20041222 of said Official Records, November 2, 2005 as Instrument No. 0002253 in Book 20051102, and December 7, 2006 as Instrument No. 0005432 in Book 20061207 and (b) that certain Assignment recorded April 2, 2003 as Instrument No. 02401 in Book 20030402 of said Official Records, as assigned by that certain Assignment, recorded July 8, 2003 as Instrument No. 00629 in Book 20030708 of said Official Records, as modified by agreement recorded July 8, 2003 as Instrument No. 00631 in Book 20030708 of said Official Records.

“ GAAP ” means generally accepted accounting principles in the United States of America applied on a consistent basis.

“ Good Operating Practices ” means, with respect to the Facility, the practices, methods and acts generally engaged in or approved by a significant portion of the independent electric power industry in the United States for similarly situated facilities in the United States during a particular period, or any of such practices, methods and acts, which, in the exercise of reasonable judgment in light of the facts known at the time a decision is made, would be expected to accomplish the desired result in a manner consistent with applicable Law, safety and economy, and taking into consideration the requirements of this Agreement, the Assigned Facility Agreements and the other Contracts affecting the operation of the Facility. “Good Operating Practices” are not intended to be limited to the optimum practices, methods or acts, to the exclusion of all others, but rather to include a spectrum of possible practices, methods or acts generally acceptable in the region during the relevant period in light of the circumstances.

“ Governmental Authority ” means any federal, state or local governmental entity, authority or agency, court, tribunal, regulatory commission or other body, whether legislative, judicial or executive (or a combination or permutation thereof).

“ Hazardous Materials ” means (a) any substance, emission or material defined as or listed in any Environmental Law as a “regulated substance,” “hazardous substance,” “toxic substance,” “pesticide,” “hazardous waste,” “hazardous material,” “waste,” “pollutant,” “contaminant” or words of similar import in any Environmental Law; or (b) any products or substances containing petroleum, friable asbestos, polychlorinated biphenyls or radioactive materials.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“ Improvements ” has the meaning given to it in Section 1.1 of the Lease.

“ Indemnified Party ” has the meaning given to it in Section 8.3.1 of this Agreement.

“ Indemnifying Party ” has the meaning given to it in Section 8.3.1 of this Agreement.

“ Independent Accounting Firm ” means such nationally recognized, independent accounting firm as is mutually appointed by Purchaser and Sellers for purposes of this Agreement.

“ Intellectual Property ” means (a) patents and industrial designs (including any continuations, divisionals, continuations-in-part, renewals, reissues and applications for any of the foregoing), (b) copyrights (including any registrations and applications for any of the foregoing), (c) trademarks, service marks, trade names, logos, slogans, trade dress and applications for registration of the foregoing, and (d) trade secrets and confidential information, including confidential know-how, processes, formulae, algorithms, models or methodologies.

“ Interconnection Contracts ” means (a) that certain Interconnection and Operation Agreement between Nevada Power Company and Reliant Energy Wholesale Generation, LLC, as successor in interest to Reliant Energy Bighorn, LLC, dated March 6, 2002 as amended by the First Revised Service Agreement No. 109, which is attached to the compliance filing with FERC by Nevada Power Company on June 26, 2002, accepted by FERC for filing effective as of March 6, 2002, (b) WSCC Reliability Management System Agreement dated March 6, 2002 between Purchaser and REWG (as successor-in-interest to Reliant Energy Bighorn, LLC), (c) the 2002 Settlement Agreement, the 2003 Settlement Agreement, the Amended and Restated 2003 Settlement Agreement, the 2005 Settlement Agreement and the Western Settlement Agreement, (d) Revised MOU I and MOU II, and (e) the SCE Tax Agreement.

“ Law ” means any statute, law, treaty, rule, code, common law, ordinance, regulation, certificate or order of any Governmental Authority, or any judgment, decision, decree, injunction, writ, order or like action of any court, arbitrator or other Governmental Authority, including each Environmental Law.

“ Lease ” means that certain Lease Agreement dated August 31, 2001, between Primm120 Limited Partnership, a Nevada limited partnership, as lessor, and Reliant Energy Bighorn, LLC, a Delaware limited liability company, predecessor-in-interest to REWG, as lessee, pursuant to which REWG leases certain real property located in Clark County, Nevada, as more particularly described in the Lease Agreement, as amended by First Amendment to Lease dated November 28, 2007, which, among other things, amended the description of the real property covered by the Lease Agreement. The Lease is evidenced by that certain Memorandum of Lease recorded September 12, 2001, as Instrument No. 00229, Book 20010912, of the Official Records of Clark County, Nevada, as amended by Amendment of Memorandum of Lease recorded November 29, 2007, as Instrument No. 0001706, Book 20071129, of the Official Records of Clark County, Nevada.

“ Liability ” means any indebtedness and other obligations of a Person (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due).

“ Lien ” shall mean any mortgage, pledge, deed of trust, hypothecation, assignment, deposit arrangement, charge, security interest, encumbrance, lien (statutory or other) or preference, priority or other security agreement of any kind or nature whatsoever, including without limitation any conditional sale or other title retention agreement, any financing lease having substantially the same effect as any of the foregoing or the filing of any financing statement or similar instrument under the Uniform Commercial Code as in effect in any relevant jurisdiction or comparable Law of any jurisdiction, domestic or foreign.

“ Loss ” means any damage, fine, penalty, deficiency, Liability, loss or expense (including interest, court costs, reasonable fees of attorneys, accountants and other experts or other reasonable expenses of litigation or other proceedings or of any claim, default or assessment).

“ Master Equipment Lease ” means the Master Equipment Lease (including any amendments thereto) dated as of March 1, 2004 by and between REAM (as successor-in-interest to Reliant Energy Equipment Company, LLC) and REWG (as successor-in-interest to Reliant Energy Bighorn, LLC), relating to the lease of the Equipment (as defined therein).

“ Material Adverse Effect ” means a material adverse effect on (a) the Facility or the Purchased Assets, taken as a whole, or the operation or condition thereof or (b) the ability of Sellers to perform their obligations under this Agreement or any of the other Transaction Agreements to which any Seller is a party, provided , however , that the term Material Adverse Effect shall not include (i) any change resulting from changes in general international, national, regional or local economic, financial or market conditions, (ii) changes in general regulatory or political conditions, including any acts of war or terrorist activities not directed at the Project, (iii) strikes, work stoppages or other labor disturbances other than those involving only the Project workforce, (iv) increases in costs of commodities or supplies, including fuel, (v) weather or meteorological events (other than short-term events such as tornados and storms), (vi) any change of Laws that does not disproportionately affect the Project relative to similarly-situated projects, or (vii) any effect having a disproportionate impact on the Facility compared to other generating facilities in Purchaser’s control area, to the extent resulting from the voluntary action of Purchaser relating to the transmission of power from the Facility.

“ Materials and Equipment ” means the equipment, machinery, apparatus, furniture, computer hardware, vehicles, Stores and Inventory, tools (including special tools), dies, construction in progress and other tangible personal property used, or to be used, by Sellers for or in the operation or maintenance of the Facility, including the Materials and Equipment listed in Schedule 1.1(b) , Part A , which schedule does not include Stores and Inventory.

“ MOU II ” means the RRSU Western Memorandum of Understanding, dated March 24, 2005, between Purchaser and REWG, attached to the Western Settlement Agreement and approved by FERC on June 1, 2005.

“ Objectionable Title and Survey Matters ” has the meaning given to it in Section 5.1(f) of this Agreement.

“ Overlap Period ” means any taxable period beginning on or before and ending after the Closing Date.

“ Overlap Period Taxes ” means any Taxes (other than Seller Income Taxes) imposed on or with respect to the Purchased Assets or any of the Sellers for an Overlap Period.

“ Party ” or “ Parties ” has the meaning given to it in the Preamble of this Agreement.

“ Permits ” means permits, licenses, approvals, certificates, letter rulings, orders, decrees, judgments, writs, injunctions or similar actions of any Governmental Authority.

“ Permitted Encumbrances ” has the meaning given to it in Section 5.1(f) of this Agreement.

“ Permitted Liens ” means (a) those Liens set forth on Schedule 1.1(e) , (b) zoning, entitlement, conservation restriction and other land use and environmental regulations by any Governmental Authority, (c) Liens for Taxes not yet delinquent, (d) mechanics’, carriers’, workers’, repairers’ and other similar Liens arising or incurred under Assigned Facility Agreements in the ordinary course of business which are not yet due and payable or which do not exceed $500,000 in the aggregate and the validity of which is being contested in good faith by appropriate proceedings, (e) Liens expressly granted under the Assigned Facility Agreements, (f) prior to Closing, the Financing Liens, and (g) such other charges, easements, restrictions and encumbrances which do not materially detract from the value of, or materially interfere with the present use of, the Purchased Assets in the aggregate.

“ Person ” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, limited liability company, unincorporated organization, Governmental Authority or any other form of entity.

“ Pre-Closing Books and Records ” has the meaning given to it in Section 2.6.2(a) of this Agreement.

“ Pre-Closing Taxes ” has the meaning given to it in Section 9.4 of this Agreement.

“ Pre-Closing Tax Period ” shall mean any taxable period ending on or before the Closing Date, or with respect to any taxable period that begins on or before the Closing Date and ends after the Closing Date, the portion of such taxable period ending on the Closing Date.

“ Primm Easements ” has the meaning given to it in Section 5.1(f) of this Agreement.

“ Project ” means the Facility and all Real Property Interests, Materials and Equipment, Books and Records, Assigned Facility Agreements, Transferred Permits, Transferred Intellectual Property and, to the extent transferable without consent or requisite consent has been obtained, all third-party warranties and related assignments and, to the extent owned by REWG or its Affiliates, other assets currently used for the Facility.

“ Project Employees ” means those individuals listed on Schedule 1.1(g) of this Agreement.

“ Property Taxes ” has the meaning given to it in Section 9.3 of this Agreement.

“ PUCN ” means the Public Utilities Commission of Nevada.

“ PUCN Approval ” means a final order issued by the PUCN pursuant to NAC 704.9518 approving an amendment to Purchaser’s 3-year action plan, which order (a) approves Purchaser’s acquisition of the Purchased Assets, (b) does not contain conditions or terms that adversely and materially affect Purchaser’s preferred supply side plan, and (c) is not the subject of (i) a petition for reconsideration or rehearing filed pursuant to NAC 703.801 or (ii) motion for a preliminary injunction filed pursuant to NRS 703.374.

“ Purchase Price ” has the meaning given to it in Section 2.2.1 of this Agreement.

“ Purchase Price Allocation ” has the meaning given to it in Section 2.3 of this Agreement.

“ Purchased Assets ” has the meaning given to it in Section 2.1.1 of this Agreement.

“ Purchaser ” has the meaning given to it in the Preamble of this Agreement.

“ Purchaser Consent Representative ” means the person appointed by Purchaser and notified to Sellers with appropriate contact information for the purpose of giving consents and receiving notices required pursuant to Section 5.2(c) of this Agreement.

“ Purchaser Indemnified Party ” has the meaning given to it in Section 8.1 of this Agreement.

“ Purchaser Process Agent ” has the meaning given to it in Section 11.4(b) of this Agreement.

“ Purchaser Savings Plan ” has the meaning given to it in Section 5.5(e) of this Agreement.

“ Purchaser’s Disclosure Schedule ” means the schedule delivered to Sellers by Purchaser herewith and dated as of the Effective Date, containing all lists, descriptions, exceptions and other information and materials as are required to be included therein by Purchaser pursuant to this Agreement.

“ Purchaser’s Knowledge ” means the actual knowledge of the Persons listed on Section 1.1(a) of the Purchaser’s Disclosure Schedule; provided , however , that each such Person shall be deemed to have knowledge of a matter of which such Person has received written notice.

“ Real Property ” means the Site, the Improvements, and the Easements.

“ Real Property Documents ” is defined in Section 3.10(d) of this Agreement.

“ Real Property Interests ” means the leasehold interest in the Site, the interest in the Improvements created by Section 3.8 of the Lease, and the easement interest in the Easements.

“ Real Property Transfer Taxes ” has the meaning given to it in Section 9.2 of this Agreement.

“ REAM ” has the meaning given to it in the Preamble.

“ RECS ” means Reliant Energy Corporate Services, LLC.

“ REI ” has the meaning given to it in the Recitals.

“ Related Person ” means with respect to Sellers and Purchaser, their respective Affiliates, and the employees, officers and directors of Sellers, Purchaser and their respective Affiliates.

“ Release ” shall have the same meaning as the word “Release” as defined under Section 101(22) of CERCLA, 42 U.S.C. § 9601(22); provided , that the exclusions from such statutory definition of “Release” set forth in CERCLA § 101(22)(A)-(D) inclusive shall not apply to the definition of “Release” in this Agreement.

“ Remediation ” means actions required under Environmental Laws or by a Governmental Authority, or a claim by a third party against a Purchaser Indemnified Party where remediation in connection with such claim would be in accordance with Good Operating Practices, in each case to address a Release of Hazardous Materials, including any monitoring, investigation, assessment, treatment, cleanup, containment, removal, mitigation, response or restoration work.

“ Requested Consents ” means the consents set forth on Schedule 1.1(c) of this Agreement.

“ Retained Information ” has the meaning given to it in Section 2.6.2(b) of this Agreement.

“ Revised MOU I ” means the Revised RRSU Memorandum of Understanding between Purchaser and REWG (as successor-in-interest to Reliant Energy Bighorn, LLC) filed as Attachment E to the 2003 Settlement Agreement (“ MOU I ”), as amended by the revised memorandum of understanding between Purchaser and REWG entered into pursuant to the 2005 Settlement Agreement and the Amended and Restated 2003 Settlement Agreement, conforming MOU I with the revisions agreed to in the 2005 Settlement Agreement and the Amended and Restated 2003 Settlement Agreement.

“ REWG ” has the meaning given to it in the Preamble.

“ RRSU ” means Regional Required System Upgrades.

“ Sales Taxes ” has the meaning given to it in Section 9.2 of this Agreement.

“ SCE ” means Southern California Edison Company.

“ SCE RRSU Refund ” means any service credits and cash refunds provided by SCE with respect to the payments made under the Revised MOU I and SCE Tax Agreement relating to the Bighorn Generating Facility, pursuant to paragraphs 26 through 33 of the 2003 Settlement Agreement and the Amended and Restated 2003 Settlement Agreement.

“ SCE Tax Agreement ” means the Tax Agreement, dated effective January 31, 2003, among REWG (as successor-in-interest to Reliant Energy Bighorn, LLC), SCE and Purchaser, as such is modified by the revised SCE Tax Agreement included as Attachment C to the Amended and Restated 2003 Settlement Agreement.

“ Seller ” and “ Sellers ” each has the meaning given to it in the Preamble to this Agreement.

“ Seller Income Taxes ” means any franchise or similar Taxes imposed on, or Taxes imposed on, or measured by reference to, the net income or net worth of, Sellers or Affiliates of Sellers.

“ Seller Marks ” has the meaning given to it in Section 5.10 of this Agreement.

“ Seller Plans ” has the meaning given to it in Section 3.18(b) of this Agreement.

“ Seller Process Agent ” has the meaning given to it in Section 11.4(c) of this Agreement.

“ Seller Savings Plan ” means Reliant Energy, Inc. Savings Plan.

“ Seller’s Title/Survey Objection Response ” has the meaning given to it in Section 5.1(f) of this Agreement.

“ Sellers’ Disclosure Schedule ” means the schedule delivered to Purchaser by Sellers herewith and dated as of the Effective Date, containing all lists, descriptions, exceptions and other information and materials as are required to be included therein by Sellers pursuant to this Agreement.

“ Sellers’ Indemnified Party ” has the meaning given to it in Section 8.2 of this Agreement.

“ Sellers’ Knowledge ” means the actual knowledge of the Persons listed on Section 1.1(a) of the Sellers’ Disclosure Schedule; provided , however , each such Person shall be deemed to have knowledge of a matter of which such Person received written notice.

“ Severance Plan ” means the Reliant Energy, Inc. 2003 Involuntary Severance Benefits Plan for Employees With Annual Base Pay Less Than $150,000 or, as applicable, the Reliant Energy, Inc. 2003 Involuntary Severance Benefits Plan for Employees with Annual Base Pay At Least $150,000 But Less Than $200,000, both As Amended and Restated Effective June 1, 2004.

“ Site ” means the real property located in Clark County, Nevada, covered by and described in the Lease.

“ Stores and Inventory ” means supplies, inventories, materials, lubricants, chemicals, filters, fittings, connectors, seals, gaskets, repair and replacement parts, which are located at the Site or in transit to the Site or deliverable to Sellers at the Facility pursuant to the Assigned Facility Agreements, as of the Closing Date, and used, or to be used, in connection with the operation and maintenance of the Facility. Certain items of Stores and Inventory as of the Effective Date are listed on Schedule 1.1(b) , Part B .

“ Stores and Inventory Amount ” means an amount equal to the value of Stores and Inventory, which amount shall not exceed the Stores and Inventory Cap Amount. For purposes of determining value, new Stores and Inventory shall be valued at the original delivered cost, while used Stores and Inventory shall be valued by the Stores and Inventory Methodology at a portion of the original delivered costs based on the remaining useable life of such Stores and Inventory.

“ Stores and Inventory Cap Amount ” means an amount equal to $8,000,000.

“ Stores and Inventory Methodology ” means the methodology described on Schedule 1.1(h) for inventorying and valuing the Stores and Inventory.

“ Support Obligations ” has the meaning given to it in Section 5.11(a) of this Agreement.

“ Survey ” has the meaning given to it in Section 5.1(f) of this Agreement.

“ Surveyor ” means Finley Engineering Company, Inc., with an address of Twin Oaks, Suite B-250, 1800 NW 169 ^th Place, Beaverton, Oregon 97006.

“ Tax ” or “ Taxes ” means any and all taxes, including any interest, penalties or other additions to tax that may become payable in respect thereof, imposed by any foreign, federal, state or local government or any agency or political subdivision of any such government, which taxes shall include all income taxes, profits taxes, taxes on gains, alternative minimum taxes, estimated taxes, payroll and employee withholding taxes, unemployment insurance taxes, social security taxes, welfare taxes, disability taxes, severance taxes, license charges, taxes on stock, sales and use taxes, ad valorem taxes, value added taxes, excise taxes, franchise taxes, gross receipts taxes, business license taxes, occupation taxes, real or personal property taxes, stamp taxes, environmental taxes, transfer taxes, workers’ compensation taxes and other taxes, fees, duties, levies, customs, tariffs, imposts, assessments, obligations and charges of the same or of a similar nature to any of the foregoing.

“ Tax Claim ” has the meaning given to it in Section 9.7 of this Agreement.

“ Tax Returns ” means any return, report, rendition, information return, claim for refund or other document (including any related or supporting information) supplied to or required to be supplied to any Taxing Authority with respect to Taxes, including any attachments, amendments and supplements thereto.

“ Taxing Authority ” means, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

“ Title and Survey Objection Notice ” has the meaning given to it in Section 5.1(f) of this Agreement.

“ Title Company ” means Fidelity National Title Agency of Nevada, Inc., with an address of 500 N. Rainbow, Suite 100, Las Vegas, Nevada 89107, Attention: Mark Harper.

“ Title Insurance Commitment ” has the meaning given to it in Section 5.1(f) of this Agreement.

“ Title Insurance Policy ” has the meaning given to it in Section 5.1(f) of this Agreement.

“ Transaction Agreements ” has the meaning given to it in Section 3.2 of this Agreement.

“ Transaction Documents ” has the meaning given to it in Section 3.2 of this Agreement.

“ Transfer Taxes ” has the meaning given to it in Section 9.2 of this Agreement.

“ Transferred Employees ” means Project Employees to whom Purchaser offers employment and who accept such employment effective on the Closing in accordance with Section 5.5 of this Agreement.

“ Transferred Intellectual Property ” means the Intellectual Property and licenses to use such owned by the Sellers and used exclusively in the Project to the extent identified on Schedule 1.1(f) .

“ Transferred Permits ” means those Permits set forth on Schedule 1.1(i) , and any Permits obtained by Sellers after the Effective Date that are transferable to Purchaser and designated as Transferred Permits by Purchaser, interests in which are to be conveyed by the Sellers to Purchaser as part of the Purchased Assets.

“ Transmission Services Agreement ” means that certain Service Agreement for Long-Term Firm Point-to-Point Transmission Service, designated as Service Agreement No. 90, dated July 5, 2001, between Purchaser and Reliant Energy Services, Inc.

“ Welfare Benefits ” has the meaning given to it in Section 5.5(c) of this Agreement.

“ Western Settlement Agreement ” means the Settlement Agreement, dated as of March 21, 2005, entered into among Purchaser, Valley Electric Association, Inc., Purchaser’s Chuck Lenzie Generating Station, GenWest, LLC, Las Vegas Cogeneration II, LLC, Mirant Las Vegas, LLC, REWG, and Southern Nevada Water Authority, which resolves issues in FERC Docket No. ER04-152-000.

Section 1.2 Rules as to Usage . Except as otherwise expressly provided herein, the following rules shall apply to the usage of terms in this Agreement:

(a) The terms defined above have the meanings set forth above for all purposes, and such meanings are equally applicable to both the singular and plural forms of the terms defined. If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb).

(b) “Include,” “includes” and “including” shall be deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of like import.

(c) “Writing,” “written” and comparable terms refer to printing, typing, and other means of reproducing in a visible form.

(d) Any Law defined or referred to herein means such Law as from time to time amended, modified or supplemented, including by succession of comparable successor Law and any rules and regulations promulgated thereunder.

(e) References to a Person are also to its permitted successors and assigns.

(f) “Hereof,” “herein,” “hereunder” and comparable terms refer, unless otherwise expressly indicated, to the entire agreement or instrument in which such terms are used and not to any particular article, section or other subdivision thereof or exhibit or schedule or other attachment thereto. References in an instrument to “Article,” “Section” or another subdivision or to an exhibit, schedule or other attachment are, unless the context otherwise requires, to an article, section, subsection or subdivision of or an exhibit or schedule or other attachment to such agreement or instrument.

(g) Pronouns, whenever used in any agreement or instrument that is governed by this Agreement and of whatever gender, shall include all Persons. References to any gender include, unless the context otherwise requires, references to all genders.

(h) The word “or” will have the inclusive meaning represented by the phrase “and/or.” “Shall” and “will” have equal force and effect.

(i) Whenever the consent or approval of any Party is required pursuant to this Agreement, unless expressly stated that such consent or approval is to be given in the sole discretion of such Party, such consent or approval shall not be unreasonably withheld or delayed.

(j) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.

(k) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

Section 1.3 Schedules and Exhibits . This Agreement consists of the Articles contained herein and the Schedules and Exhibits attached hereto, all of which comprise part of one and the same agreement with equal force and effect.

ARTICLE II

SALE AND PURCHASE; PRICE; CLOSING

Section 2.1 Sale and Purchase; Definition of Purchased Assets; Excluded Liability .

Section 2.1.1 Purchased Property . On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall, or shall cause Reliant Energy Services, Inc. (with respect to the Transmission Services Agreement) to, sell, transfer, convey, assign and deliver to Purchaser, free and clear of all Liens (other than Permitted Liens and Permitted Encumbrances), and Purchaser will purchase and pay for, all of Seller’s right, title and interest in and to the Project, excluding the Excluded Assets (the “ Purchased Assets ”).

Section 2.1.2 Assignment and Assumption of Assigned Facility Agreements . On the terms and subject to the conditions set forth in this Agreement, effective as of the Closing, Sellers shall assign to Purchaser and Purchaser shall assume all of Sellers’ rights under the Assigned Facility Agreements and (a) in the case of Assigned Facility Agreements other than the Interconnection Contracts and the Transmission Services Agreement, all of Sellers’ obligations arising after the Closing under such Assigned Facility Agreements, and (b) in the case of Interconnection Contracts and the Transmission Services Agreement, all of Sellers’ obligations under the Interconnection Contracts and all of the obligations of Reliant Energy Services, Inc. under the Transmission Services Agreement, other than any refund liability of REWG to SCE pursuant to paragraph 31 of the 2003 Settlement Agreement and the Amended and Restated 2003 Settlement Agreement, with respect to refunds received by REWG. As of Closing, Purchaser hereby releases, and agrees to cause its Affiliates to release Sellers and their Affiliates, unconditionally and irrevocably, from any and all claims, demands, causes of action, suits, damages, attorneys’ fees, and costs or expenses of any type, whether known or unknown, fixed or contingent, liquidated or unliquidated of any kind or character arising from or relating in any way to the Interconnection Contracts and the Transmission Services Agreement, other than any refund liability of REWG to SCE pursuant to paragraph 31 of the 2003 Settlement Agreement and the Amended and Restated 2003 Settlement Agreement, with respect to refunds received by REWG. For the avoidance of doubt, with respect to indemnity obligations under the Assigned Facility Agreements (other than the Interconnection Contracts and the Transmission Services Agreement), Purchaser shall assume liability only for events that occur after the Closing.

Section 2.1.3 Retention of Certain Assets . Sellers shall have no obligation to transfer any interest or rights in those agreements, assets and properties described in Schedule 2.1.3 attached hereto (the “ Excluded Assets ”), and Purchaser shall have no Liability with respect thereto. The Parties acknowledge and agree that Sellers shall have the right on or prior to the Closing Date to retain or to transfer and assign to one or more of Sellers’ Affiliates their interests in the Excluded Assets.

Section 2.1.4 Excluded Liabilities; Assumed Liabilities .

(a) Excluded Liabilities . On and after the Closing, and without further Liability of Purchaser, Sellers or their Affiliates, as the case may be, shall retain the following duties and Liabilities, direct or indirect, known or unknown, absolute or contingent (the “ Excluded Liabilities ”):

(i) all Liabilities arising from any violation of applicable Environmental Law (A) by Sellers or their Affiliates or (B) to the extent of Sellers’ Knowledge, any other Person acting on behalf of the Sellers or their Affiliates, in each case in connection with the construction, operation or maintenance of the Facility or the Real Property prior to the Closing;

(ii) all Liabilities arising from any Environmental Condition on the Real Property to the extent existing prior to the Closing, including Liabilities related to Remediation, natural resource damages, bodily injury or property damage, but only to the extent caused by (A) Sellers or their Affiliates or (B) to the extent of Sellers’ Knowledge, caused by any other Person;

(iii) all Liabilities arising from the off-site transportation, disposal, recycling or storage, or arrangement for same, of Hazardous Materials, from the Site prior to the Closing, including Liabilities related to Remediation, natural resource damages, bodily injury or property damage, to the extent resulting from the actions of (a) Sellers or their Affiliates or (b) to the extent of Sellers’ Knowledge, any other Person acting on behalf of the Sellers or their Affiliates;

(iv) all Liabilities that have arisen or may arise with respect to (A) any Seller Plan including, but not limited to, the Severance Plans, (B) any Project Employee, employee of RECS, REWG or REAM or former employee of any of the foregoing, who is not a Transferred Employee, and (C) any Transferred Employee to the extent attributable to events or circumstances occurring or existing on or prior to the Closing Date, except as provided in Section 5.5(f) ; and

(v) all Liabilities of Sellers and their Affiliates under the Assigned Facility Agreements not expressly assumed by Purchaser pursuant to Section 2.1.2 and all Liabilities under Contracts relating to the Project which are not Assigned Facility Agreements.

(b) Assumed Liabilities . On and after the Closing and without further Liability of Sellers or their Affiliates, Purchaser shall assume, and Purchaser hereby agrees to pay, satisfy and discharge when due, the following duties and liabilities of Sellers and their Affiliates (the “ Assumed Liabilities ”):

(i) all Liabilities of Sellers and their Affiliates under the Assigned Facility Agreements expressly assumed by Purchaser pursuant to Section 2.1.2;

(ii) all liabilities and obligations of Sellers and their Affiliates under the Permits arising after the Closing, except to the extent Sellers have an indemnification obligation to Purchaser attributable to Section 3.14 ;

(iii) all liabilities and obligations of Sellers and their Affiliates to be assumed by Purchaser pursuant to Section 5.5 ; and

(iv) all liabilities and obligations relating to or arising from the ownership or operation of the Purchased Assets and the Facility after the Closing, except to the extent Sellers have an indemnification obligation to Purchaser hereunder.

Section 2.2 Purchase Price .

Section 2.2.1 Amount . In consideration of the sale, assignment, conveyance, transfer and delivery to Purchaser as of the Closing of the Purchased Assets, Purchaser shall pay to REWG for the benefit of the Sellers an amount equal to the sum of (a) $500,000,000, which amount shall be allocated $343,762,500 to the Purchased Assets held by REWG, and $156,237,500 to the Purchased Assets held by REAM, with applicable Nevada sales and use Taxes being included in the amount allocated to the Purchased Assets held by REAM, and (b) the Stores and Inventory Amount (collectively, and subject to adjustment in Section 5.6 , the “ Purchase Price ”).

Section 2.2.2 Payment of Estimated Purchase Price . At the Closing, Purchaser shall pay or cause to be paid to REWG for the benefit of the Sellers an amount which shall be the sum of the following (the “ Estimated Purchase Price ”): (a) $500,000,000 and (b) the undisputed portions of the Estimated Stores and Inventory Amount less (c) any downward adjustment to the Purchase Price pursuant to Section 5.6 .

Section 2.2.3 Estimated Adjustment . At least ten (10) Business Days prior to the Closing Date, Sellers, in consultation with Purchaser, shall conduct an inventory survey, which (a) will be conducted pursuant to the Stores and Inventory Methodology and (b) may be observed by Purchaser, and prepare and deliver to Purchaser an estimated closing statement certified to be a good faith estimate by a duly authorized officer of REWG (the “ Estimated Closing Statement ”). The Estimated Closing Statement shall set forth in reasonable detail Sellers’ best estimate of the Stores and Inventory Amount (the “ Estimated Stores and Inventory Amount ”), which statement shall include a description, part number, quantity on hand, average unit cost (adjusted for remaining useable life, if used) and extended value (quantity times average unit cost) with respect to each class of inventory, including the assumptions and calculations used by Sellers in such estimate. Within five (5) Business Days following the delivery of the Estimated Closing Statement by Sellers to Purchaser, Purchaser may object in good faith to the Estimated Stores and Inventory Amount in writing. If Purchaser objects to the Estimated Stores and Inventory Amount, the Parties shall attempt to resolve their differences by negotiation. If the Parties are unable to do so within two (2) Business Days prior to the Closing Date (or if Purchaser does not object to the Estimated Stores and Inventory Amount), the amount of the Estimated Stores and Inventory Amount not in dispute shall be included in the Estimated Purchase Price. The disputed portion shall be paid as a post-Closing adjustment to the extent required by Section 2.2.4 .

Section 2.2.4 Purchase Price Adjustment .

(a) Within sixty (60) days after the Closing, Purchaser, in consultation with Sellers, shall prepare and deliver to the Sellers a statement (the “ Adjustment Statement ”), which reflects the difference between (i) the Stores and Inventory Amount as of the Closing Date, based on an inventory survey conducted by Purchaser within fifteen (15) days after the Closing Date, which (A) will be conducted pursuant to the Stores and Inventory Methodology and (B) may be observed by Sellers, and (ii) the undisputed Estimated Stores and Inventory Amount (such difference, the “ Adjustment Amount ”). The Adjustment Statement shall be prepared using the Stores and Inventory Methodology and, to the extent such Stores and Inventory Methodology is incomplete, GAAP, which statement shall include a description, part number, quantity on hand, average unit cost (adjusted for remaining useable life, if used) and extended value (quantity times average unit cost) with respect to each class of inventory, including the assumptions and calculations used by Purchaser in such statement. The Parties agree to cooperate in connection with the preparation of the Adjustment Statement and related information and shall provide each other with such books, records and information as may be reasonably requested from time to time in connection therewith and in connection with Sellers’ review thereof.

(b) Sellers may dispute the Adjustment Amount; provided , however , that Sellers shall notify Purchaser in writing of the disputed amount, and the basis of such dispute, within ten (10) Business Days of Sellers’ receipt of the Adjustment Statement. In the event of a dispute with respect to any part of the Adjustment Amount, Purchaser and Sellers shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Parties. If Purchaser and Sellers are unable to reach a resolution of such differences within thirty (30) days of receipt of Sellers’ written notice of dispute to Purchaser, Purchaser and Sellers shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine such disputed amounts, based on the Stores and Inventory Methodology and, to the extent such Stores and Inventory Methodology is incomplete, based on GAAP, and report to the Parties, within thirty (30) days after such submission, and such report shall be final, binding and conclusive on the Parties hereto with respect to the amounts disputed. The fees and disbursements of the Independent Accounting Firm shall be shared equally by Purchaser and Sellers.

(c) Within ten (10) Business Days after Sellers’ receipt of the Adjustment Statement, the Party owing the Adjustment Amount shall pay all undisputed amounts. If there is a dispute with respect to any amount of the Adjustment Statement, within five (5) Business Days after the final determination of any amounts on the Adjustment Statement, the Party owing the Adjustment Amount shall pay to the other Party an amount equal to the disputed Adjustment Amount as finally determined to be payable with respect to the Adjustment Statement. Any amount paid under this Section 2.2.4 shall be paid with interest for the period from, and including, the Closing Date to, but excluding, the date of payment, calculated at the lesser of (i) the prime rate under “Money Rates” as reported in the Wall Street Journal on the first Business Day of the month during which interest is payable plus two percent (2%) or (ii) the maximum rate of interest permitted to be charged by applicable Law (such lesser rate, the “ Default Rate ”).

Section 2.2.5 Amounts in Respect of Mechanics’ Liens . Notwithstanding anything in this Section 2.2.5 or Section 2.5 to the contrary, Purchaser may withhold from the Estimated Purchase Price an amount equal to the value of all mechanics’, carriers’, workers’, repairers’ and other similar Liens in existence at Closing on the Purchased Assets, other than those arising or incurred under Assigned Facility Agreements in the ordinary course of business, relating to obligations which are not yet due and payable. To the extent such Liens are not remedied by Sellers within ninety (90) days after Closing or such earlier date notified at least ten (10) Business Days in advance by Purchaser to Seller as is reasonably necessary, Purchaser shall be entitled to apply the portion of the Estimated Purchase Price so withheld to remedy any such Liens, in satisfaction of payment to Sellers of such portion of the Purchase Price. Upon all such Liens having been remedied by Sellers or by Purchaser pursuant to the preceding sentence, Purchaser shall pay to REWG any remaining amounts of the Purchase Price retained by Purchaser under this Section 2.2.5 .

Section 2.2.6 Method of Payment of Purchase Price . Payment of the Estimated Purchase Price and the Adjustment Amount shall be made in United States Dollars, by wire transfer of immediately available federal funds to an account located in the United States as REWG or, if applicable, Purchaser may specify by notice.

Section 2.2.7 Proration .

Purchaser and Sellers agree that the following items relating to the Purchased Assets shall be prorated without duplication of any such items as of the Closing Date, with Sellers liable to the extent such items relate to any time period through the Closing Date, and Purchaser liable to the extent such items relate to periods commencing after the Closing Date (measured in the same units used to compute the item in question, otherwise measured by calendar days):

(i) any real and personal property ad valorem taxes imposed on tangible or intangible property with respect to the Purchased Assets as provided in Section 9.3 , Section 9.4 and Section 9.5 ;

(ii) any rent payments or fees made or paid prior to the Closing in respect of the Real Property;

(iii) any charges for water, telephone, electricity and other utilities and any other payment for goods and services; and

(iv) (A) any annual Permit, license and registration fees associated with the Purchased Assets and (B) any prepayments under the Assigned Facility Agreements.

In connection with the prorations referred to in this Section 2.2.7 , in the event that actual figures are not available at the Closing Date, the proration shall be based upon the amounts accrued through the Closing Date or paid for the most recent year (or other appropriate period) for which actual amounts paid are available. Such prorated amounts shall be re-prorated and paid to the appropriate Party within sixty (60) days of the date that the previously unavailable actual figures become available. Sellers and Purchaser agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 2.2.7 .

Section 2.3 Allocation of Purchase Price . Not later than forty-five (45) days after the Closing, Purchaser shall provide Sellers with an allocation of the Purchase Price, plus any liabilities deemed assumed for U.S. federal income Tax purposes, among the Purchased Assets as of the Closing Date using the allocation method provided by Section 1060 of the Code and the Treasury regulations thereunder (the “ Purchase Price Allocation ”). The Purchase Price Allocation shall be subject to the consent of Sellers, which shall not be unreasonably withheld, conditioned or delayed. The Parties shall cooperate to comply with all substantive and procedural requirements of Section 1060 of the Code and the regulations thereunder, and except for any adjustment to the Purchase Price, the Purchase Price Allocation shall be adjusted only if and to the extent necessary to comply with such requirements. Purchaser and Sellers agree that they will not take nor will they permit any Affiliate to take, for Tax purposes, any position inconsistent with such Purchase Price Allocation; provided , however , that (a) Purchaser’s cost may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the total amount so allocated, and (b) the amount realized by Sellers may differ from the amount allocated to reflect transaction costs that reduce the amount realized for federal income Tax purposes. Each of the Sellers, on the one hand, or Purchaser, on the other hand, shall notify Purchaser or the Sellers, respectively, within twenty (20) days after notice or commencement of an examination, audit or other proceeding regarding the allocation determined under this Section 2.3 .

Section 2.4 The Closing . The closing of the transactions contemplated herein (the “ Closing ”) will take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP at Four Times Square, New York, New York 10036, at 10:00 a.m. local time on the date as soon as practicable (but in no event longer than ten (10) Business Days, subject to an additional ten (10) Business Day extension at the election of Purchaser in the event of an amendment or update to the Sellers’ Disclosure Schedule pursuant to Section 5.8 which occurs less than 10 days prior to the Closing Date) after the conditions to the Closing set forth in Section 6.1 and Section 6.2 have been satisfied or waived, or at such other place, time or date as Purchaser and Sellers mutually agree (the “ Closing Date ”). The Closing shall be deemed effective as of 12:01 A.M. Las Vegas time on the day after the Estimated Purchase Price has been paid to REWG and the Easement and Lease Assignment and Assumption Agreement, the Bill of Sale and Assignment and the Assignment Agreements have been executed and delivered to Purchaser.

Section 2.5 Closing Deliveries .

Section 2.5.1 Purchaser’s Closing Deliveries . At the Closing, Purchaser will

(a) pay to REWG the Estimated Purchase Price in accordance with Section 2.2.2 and

(b) execute and deliver or pay (as applicable) the following items to Sellers:

(i) A counterpart executed by Purchaser of a bill of sale, assignment and assumption agreement in the form of Exhibit A (the “ Bill of Sale and Assignment ”);

(ii) A counterpart executed by Purchaser of an easement, sublicense and lease assignment and assumption agreement in the form of Exhibit B (the “ Easement and Lease Assignment and Assumption Agreement ”);

(iii) A Certificate of Good Standing with respect to Purchaser, as of a recent date, issued by the Secretary of State of the State of Nevada;

(iv) Copies, certified by the Secretary or Assistant Secretary of Purchaser, of corporate resolutions authorizing the execution and delivery of this Agreement and all of the other agreements and instruments, in each case, to be executed and delivered by Purchaser in connection herewith;

(v) A certificate of the Secretary or Assistant Secretary of Purchaser identifying the name and title and bearing the signatures of the officers of Purchaser authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby;

(vi) A certificate addressed to Sellers dated the Closing Date executed by a duly authorized officer of Purchaser to the effect that the conditions set forth in Section 6.2.1 and Section 6.2.2 have been satisfied by Purchaser;

(vii) Any amounts for which Purchaser is liable pursuant to Section 2.2.7 of this Agreement; and

(viii) Agreements (collectively, the “ Assignment Agreements ”), substantially in the applicable form attached hereto in Exhibit C , assigning to Purchaser all of the Assigned Facility Agreements (except to the extent assigned by the Bill of Sale and Assignment) and executed by Purchaser.

Section 2.5.2 Sellers’ Closing Deliveries . At the Closing, Sellers will execute and deliver (as applicable) to Purchaser the following items:

(a) A counterpart executed by the Sellers of the Bill of Sale and Assignment;

(b) A counterpart executed by REWG of the Easement and Lease Assignment and Assumption Agreement;

(c) A certification of non-foreign status of Reliant Energy Power Generation, Inc., as the owner of REWG and REAM, in the form and manner which complies with the requirements of Section 1445(b)(2) of the Code and Treasury Regulation Section 1.1445-2(b)(2) and in form and substance reasonably satisfactory to Purchaser;

(d) A Certificate of Good Standing with respect to each Seller, as of a recent date, issued by the Secretary of State of the State of Delaware;

(e) Copies, certified by the Secretary or Assistant Secretary of each Seller, of resolutions authorizing the execution and delivery of this Agreement and all of the other agreements and instruments, in each case, to be executed and delivered by such Seller in connection herewith;

(f) A certificate of the Secretary or Assistant Secretary of each Seller identifying the name and title and bearing the signatures of the officers of such Seller authorized to execute and deliver this Agreement and the other agreements and instruments contemplated hereby;

(g) A certificate addressed to Purchaser dated the Closing Date executed by a duly authorized officer of each Seller to the effect that the conditions set forth in Section 6.1.1 and Section 6.1.2 have been satisfied by Sellers;

(h) Record drawings in Sellers’ possession that include the as-built drawings reflecting the design of the Facility;

(i) Any amounts for which the Sellers are liable pursuant to Section 2.2.7 of this Agreement;

(j) The Assignment Agreements executed by all of the parties thereto except Purchaser; and

(k) Documents suitable for recording releasing the Financing Liens and a copy of a UCC-3 Termination Statement terminating that certain UCC-1 Financing Statement recorded April 2, 2003 as Instrument No. 02402 in Book 20030402 of the Official Records of Clark County, Nevada, as assigned by UCC Assignment recorded July 8, 2003 as Instrument No. 00632 in Book 20030708 of said Official Records, as amended by UCC Amendment recorded July 8, 2003 as Instrument No. 00633 in Book 20030708 of said Official Records.

Section 2.5.3 Escrow Holder . If requested by Purchaser or Sellers, the Closing shall be consummated through an escrow with the Title Company acting as escrow holder, which may include delivery to the Title Company of the items in Section 2.5.1 and Section 2.5.2 of this Agreement and payment to the Title Company of the Estimated Purchase Price, Transfer Taxes and any amounts owing under Section 2.2.7 and Section 5.1(f) , notwithstanding other provisions in this Agreement to the contrary. Escrow shall close once all conditions to Closing have been satisfied or waived.

Section 2.6 Further Assurances; Post-Closing Cooperation .

Section 2.6.1 Further Assurances . Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at either Party’s request and without further consideration, the other Party shall execute and deliver to such Party such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as such Party may reasonably deem necessary or desirable in order more effectively (a) to transfer, convey and assign to Purchaser, and to confirm Purchaser’s title to, the Purchased Assets, (b) to effectuate the assumption by Purchaser of the Assigned Facility Agreements, and (c) otherwise to consummate the transactions contemplated by this Agreement. Purchaser shall provide to Sellers all invoices and supporting documentation received with respect to Assigned Agreements, which relate to any obligations arising thereunder prior to the Closing Date or any other obligation that remains with Sellers.

Section 2.6.2 Pre-Closing Books and Records .

(a) Following Closing, each Party and its Affiliates will afford each other Party, its counsel and its accountants, during normal business hours, reasonable access to the Books and Records with respect to periods prior to Closing (the “ Pre-Closing Books and Records ”) and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting Party in connection with (i) the preparation of Tax Returns, (ii) compliance with the requirements of any Governmental Authority, (iii) any Excluded Liabilities or (iv) any rights and obligations arising under Article VIII , Article IX or Article XI hereof. Each Party shall maintain Pre-Closing Books and Records reasonably expected to be required in connection with the matters described in items (i) through (iv) of the preceding sentence in accordance with the ordinary course document retention policies of such Party; provided , however , that nothing in this Agreement shall be deemed to obligate either Party to maintain the Pre-Closing Books and Records for longer than two (2) years after Closing.

(b) Purchaser acknowledges and consents to the retention by Sellers of information made available to Purchaser relating to the Purchased Assets (the “ Retained Information ”). From and after the Closing Date, Sellers shall, and shall cause their representatives to, treat the Retained Information as strictly confidential (except to the extent compelled to disclose by judicial or administrative process or by other requirements of Law, any stock exchange or any other self-regulatory organization or as reasonably required by any Seller in connection with the matters described in clauses (i) through (iv) of Section 2.6.2(a) ).

Section 2.6.3 Delivery of Books and Records . No later than the Closing Date (or in the case of Books and Records not immediately required for the operation and maintenance of the Facility that cannot be reasonably and practicably delivered at the Closing, as soon as reasonably practicable thereafter, but no later than forty-five (45) days after the Closing Date), Sellers shall deliver any Books and Records (to the extent providing such to Purchaser does not violate any Law) that are not located at the Site to Purchaser at Purchaser’s offices in Las Vegas, Nevada, the Site or another location as designated by Purchaser in or near Las Vegas, Nevada.

Section 2.6.4 RRSU Payments Refunds . At any time after Closing, Sellers shall be entitled to receive any SCE RRSU Refund pursuant to the 2003 Settlement Agreement and the Amended and Restated 2003 Settlement Agreement and any refunds from overpayments made by Sellers into the trust accounts established under Revised MOU I and MOU II and Sellers’ share of any interest earned on the balance of such accounts, net of Sellers’ share of any trustee fees and out-of-pocket expenses deducted by trustee prior to distribution.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Except as set forth in the Sellers’ Disclosure Schedule, each of the Sellers, jointly and severally, represents and warrants to Purchaser that all of the statements contained in this Article III with respect to the Sellers are true and correct as of the Effective Date (unless another date is expressly indicated) and will be true and correct as of the Closing Date as though made on and as of the Closing Date. Each exception and other response to this Agreement set forth in the Sellers’ Disclosure Schedule is identified by reference to, or has been grouped under a heading referring to, a specific individual section of this Agreement, and, except as otherwise specifically stated with respect to such exception, relates only to such section and to other sections to the extent that the application of such exception or other response to such other sections is reasonably apparent on its face without further investigation.

Section 3.1 Existence . REWG is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. REAM is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Each of the Sellers has the requisite limited liability company power and authority to own, operate and lease its properties and assets and to carry on its business as now being conducted. Each of the Sellers is duly qualified or licensed to do business and is in good standing in all jurisdictions in which the character of the properties owned or held under lease by it or the nature of the business transacted by it makes qualification necessary, except where the failure to be so qualified, licensed or in good standing would not be reasonably expected to have a Material Adverse Effect.

Section 3.2 Authority . Each Seller has full limited liability company power and authority to execute and deliver this Agreement and all other agreements (the “ Transaction Agreements ”) to be executed by Seller at Closing and all other instruments to which it is or will be a party in connection with the transactions contemplated hereby (together with the Transaction Agreements, the “ Transaction Documents ”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and the Transaction Documents, and the performance by such Seller of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary limited liability company action.

Section 3.3 Binding Agreement . This Agreement and the Transaction Agreements to which each Seller is or will be a party have been or will be when delivered duly executed and delivered by each Seller and, assuming due and valid authorization, execution and delivery thereof by Purchaser and each other party thereto, this Agreement and the Transaction Agreements to which it is or will be a party are or will be when delivered valid and binding obligations of such Seller enforceable against such Seller in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar Laws of general application affecting enforcement of creditors’ rights generally, and (b) general equitable principles, including that the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

Section 3.4 No Conflicts . Subject to the receipt of the Requested Consents, FERC Approval, the expiration or early termination of the waiting period under the HSR Act and receipt of the other consents and actions listed in Section 3.4 of Sellers’ Disclosure Schedule, the execution and delivery by each Seller of this Agreement do not, and the execution and delivery by such Seller of the Transaction Agreements to which it is or will be a party, the performance by such Seller of its obligations under this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby shall not:

(a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of such Sellers’ organizational documents;

(b) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any Assigned Facility Agreement, material Contract or other material obligation (with or without notice or lapse of time or both) with respect to the Purchased Assets to which such Seller or any of its Affiliates is a party or by which such Seller, any of its Affiliates or any of the Purchased Assets may be bound, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained in writing (true and correct copies of which waivers or consents have been furnished to Purchaser);

(c) conflict with or result in a violation or breach in any material respect of any term or provision of any Law applicable to such Seller or the Purchased Assets; or

(d) result in the imposition or creation of any Lien (other than a Permitted Lien) upon any of the Purchased Assets, other than in favor of Purchaser;

Section 3.5 Approvals and Filings . Except for the Requested Consents, FERC Approval and expiration or early termination of the waiting period under the HSR Act and as set forth in Section 3.5 of Sellers’ Disclosure Schedule, no material consent or approval of, filing with or notice to, any Governmental Authority or other Person by any Seller is required in connection with the execution, delivery and performance by any Seller of this Agreement or any of the Transaction Agreements to which it is or will be a party or the consummation of the transactions contemplated hereby or thereby.

Section 3.6 No Material Adverse Effect . To Sellers’ Knowledge, none of the Sellers has any Liability that has, or could be reasonably likely to have, a Material Adverse Effect.

Section 3.7 Legal Proceedings . Except as set forth in Section 3.7 of Sellers’ Disclosure Schedule, there are no Actions (a) outstanding or pending to which a Seller is a party or (b) to Sellers’ Knowledge, threatened against a Seller or any of its assets and properties, in each case which would be reasonably expected to (i) result in the issuance of an order restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by this Agreement or any of the Transaction Agreements, (ii) adversely affect the ownership, operation, maintenance or use of the Project or the Purchased Assets, or (iii) individually or in the aggregate, have a Material Adverse Effect.

Section 3.8 Compliance with Laws . Each of the Sellers is not in violation of or in default under any Law applicable to it (excluding any Environmental Laws which are addressed in Section 3.16 ), the Project or the Purchased Assets in any material respect. None of the Sellers has received notification alleging that it is in violation of any Law (excluding any Environmental Laws which are addressed in Section 3.16 ) in any material respect in regard to the Project or the Purchased Assets.

Section 3.9 Title to Personal Property . REWG and REAM own, possess and will be conveying good and valid title to all of the Project (excluding the Excluded Assets) constituting personal property, free and clear of all Liens except Permitted Liens (excluding Assigned Facility Agreements which are addressed in Section 3.13 , Intellectual Property which is addressed in Section 3.20 and Transferred Permits which are addressed in Section 3.14 ).

Section 3.10 Real Property .

(a) REWG is the current owner and holder of the leasehold estate created by the Lease, free and clear of all Liens other than Permitted Liens, but subject to Permitted Encumbrances and other matters of record. To S