PURCHASE AND SALE AGREEMENT

EXHIBITS AND SCHEDULES

     THIS PURCHASE AND SALE AGREEMENT, dated as of December 29, 2006, is made and entered into by and between PSEG Lawrenceburg Energy Company LLC, a Delaware limited liability company ( “Seller”) and AEP Generating Company, an Ohio corporation ( “Purchaser” ).

     A.   Seller owns and operates the Facility (as defined below).

     B.   Seller desires to sell to Purchaser, and Purchaser desires to purchase and acquire from Seller, all of the Purchased Assets (as defined below), on the terms and subject to the conditions hereinafter set forth.

     C.   Seller and Purchaser are entering into this Agreement to evidence their respective duties, obligations and responsibilities in respect of the purchase and sale of the Purchased Assets and the other transactions contemplated hereby (the “Transaction” ).

     NOW, THEREFORE, in consideration of the foregoing recitals and the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1.1.    Definitions . 

(a)    As used in this Agreement, the following terms shall have the following meanings unless the context otherwise requires:

“ Affiliate ” of a specified Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise, and the terms “controlling” and “controlled” have correlative meanings.

“ Agreement ” means this Purchase and Sale Agreement together with the Exhibits and Schedules hereto.

“ Ancillary Agreements" means the Purchaser Parent Guaranty, the Purchaser Guaranty, the Seller Guaranty, the Deed, the Bill of Sale and the Assumption Agreement.

“ Assumption Agreement ” means the Assumption Agreement to be delivered at the Closing, substantially in the form of Exhibit A hereto.

“ Bill of Sale ” means the Bill of Sale and Assignment to be delivered at the Closing, substantially in the form of Exhibit B hereto.

“ Business Day ” means any day other than Saturday or Sunday or any other day on which banks in New York, New York are permitted or required to close.

“ Business Intellectual Property ” means all of the software necessary to operate or maintain the Facility, including the software described on Schedule 1.1A .

“ Charter Documents ” means the organizational documents that govern a Party pursuant to its jurisdiction of formation, including as applicable, certificates or articles of incorporation, certificates or articles of formation, bylaws, limited liability company operating agreements, partnership agreements, and similar instruments.

“ Chrisman Option ” means that certain Right of First Negotiations by and among Marvin N. Chrisman, Thomas D. Bachman and Seller dated September 19, 2000 pertaining to the Chrisman Option Property.

“ Chrisman Option Property ” means a 4.356 acre parcel of land on U.S. Route 50 in Lawrenceburg, Indiana, the legal description of which is recorded in Deed Record 297 at page 111 and which is part of the Facility.

“City of Lawrenceburg Letter” means that letter dated February 16, 2001 from Seller to the City of Lawrenceburg wherein Seller makes certain commitments to the City of Lawrenceburg including the making of a yearly donation of $200,000 to local charitable community programs during the useful life of the Facility.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and regulations or other applicable law promulgated thereunder.

“ Commencement Date ” has the meaning set forth in Section 6.13(a) .

“ Commercially Reasonable Efforts ” means efforts which are reasonably within the contemplation of the Parties at the date hereof and which do not require the performing party which is acting in good faith to take any extraordinary action or expend any funds other than expenditures which are customary and reasonable in transactions of the kind and nature contemplated by this Agreement in order for the performing party to diligently pursue and timely satisfy its obligations hereunder.

“Confidentiality Agreement” means that certain Mutual Confidentiality Agreement, dated effective as of November 15, 2006, entered into between PSEG Power LLC, an Affiliate of Seller and American Electric Power Service Corporation, an Affiliate of Purchaser, in connection with the Transaction.

“ Consequential Damages ” means all exemplary, punitive, special, indirect, consequential, remote or speculative damages, including loss of profit, loss of revenue or any other special or incidental damages, whether in contract, tort (including negligence), strict liability or otherwise.

“ Data Room” means the electronic virtual data room established by Seller with IntraLink and all of its contents.

“Deductible Amount ” means an amount equal to $4,420,000.

“ Deed ” means the limited warranty deeds to be delivered at the Closing, substantially in the form of Exhibit D hereto, pursuant to which Seller will convey the Real Property to Purchaser.

“Direct Claim” means any claim or the commencement of any claim, action or proceeding with respect to a Loss or potential Loss made or brought by a Party against the other Party pursuant to the indemnification provisions contained in Article VII .

“ Disclosure Schedule ” means Schedules 4.5, 4.6, 4.7, 4.12, 4.13, and 4.14, as same may be amended or supplemented in accordance with Section 6.3 .

“Due Diligence Materials” means (i) due diligence materials distributed in written or digital form by Seller to the Purchaser or contained in the Data Room, a list of which is set forth on Part I of Schedule 1.1B; (ii) all written answers to questions provided to Purchaser; (iii) the Phase I; (iv) the Preliminary Title Commitment; and (v) any additional materials referred to in Part II of Schedule 1.1B .

“ Employee Records ”   means all personnel records maintained by Seller to the extent such files contain (i) names, addresses, job titles and descriptions; (ii) starting dates of employment; (iii) salary and benefits information; (iv) resumes and job applications; and (v) any other documents that Seller is not prohibited by any Law to deliver to Purchaser.

“ Environmental Condition ” means the presence or Release to the environment of Hazardous Substances, including any migration of Hazardous Substances through air, soil or groundwater, regardless of when such presence or Release occurred or is discovered.

“ Environmental Law ” means all Federal, state, local and foreign civil and criminal laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or judicial or administrative orders or common law relating to pollution or protection of the environment, natural resources or human health and safety, as the same may be amended or adopted, including, without limitation, laws relating to Releases or threatened Releases of Hazardous Substances (including, without limitation, Releases to ambient air, surface water, groundwater, land, surface and subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, Release, transport, disposal or handling of Hazardous Substances, including, but not limited to: the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1471 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629; the Oil Pollution Act, 33 U.S.C. § 2701 et seq.; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; the Surface Mining Control and Reclamation Act of 1977, 30 U.S.C. § 1201 et seq.; any similar laws of the State of Indiana or of any other Governmental Authority having jurisdiction over the Facility or otherwise applicable to the Facility or its owners or operators; and regulations implementing the foregoing.

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

“ Extraordinary Maintenance Expenditures ” means the total amount of funds paid, or liabilities or obligations incurred, by Seller or its Affiliates (other than such as constitute Assumed Liabilities) for any maintenance services related to the Facility that are performed or obtained after the date hereof and prior to the Closing (i) at the request of Purchaser, when such maintenance services are in excess of those normally performed or obtained by Seller for the Facility or (ii) at the request of Purchaser, when such maintenance services are accelerated from the Seller’s normal plan of maintenance services for the Facility.

“Facility” means the 1,096 Summer net MW natural gas-fired, combined cycle generating facility known as the Lawrenceburg Generation Facility and located in or near Lawrenceburg, Dearborn County, Indiana, and all related personal and real property and interests therein (to the extent of Seller’s interest).

" Facility Contracts" means those certain agreements to which Seller is a party or by or to which the Facility is bound or subject which are listed and described in Schedule 1.1C .

“Facility Insurance Policies” means all insurance policies carried by or for the benefit of Seller with respect to the ownership, operation or maintenance of the Facility, including all liability, property damage, self insurance arrangements, retrospective assessments and business interruption policies in respect thereof.

“Federal Approvals” means those of Seller’s Required Regulatory Approvals and Purchaser’s Required Regulatory Approvals that are to be obtained from a U.S. Federal Governmental Authority and the expiration or termination of the waiting period (and any extensions thereof) under the HSR Act.

“FERC” means the Federal Energy Regulatory Commission as established by the Department of Energy Organization Act of 1977, 42 U.S.C. § 7171, as amended, or its regulatory successor, as applicable.

“ GAAP ” means United States generally accepted accounting principles with such exceptions as may be noted or otherwise referred to on any financial statement (or notes or schedules thereto) or schedule hereto, or that otherwise arise by custom for the particular industry.

“ Governmental Approvals ” means all consents, waivers and approvals of, and any notices to or filings with, Governmental Authorities that (i) reasonably may be deemed necessary so that the consummation of the transactions contemplated hereby will be in compliance with Law and (ii) are material.

“Governmental Authority” means any domestic or foreign national, state or local government, any subdivision, agency, board, commission, bureau, court, tribunal or other instrumentality or authority thereof, or any quasi-governmental or private body exercising or entitled to exercise any regulatory, administrative, executive, judicial, legislative, police or taxing authority thereunder, including FERC and IURC; but does not include the Purchaser, Seller, any Affiliate thereof, or any of their respective successors in interest or any owner or operator of the Facility (if otherwise a Governmental Authority).

“Hazardous Substances” means any chemical, material or substance in any form, whether solid, liquid, gaseous, semisolid, or any combination thereof, whether waste material, raw material, chemical, finished product, byproduct, or any other material or article, that is listed or regulated under applicable Environmental Law as a “hazardous” or “toxic” substance or waste, or as a “contaminant,” or is otherwise listed or regulated under applicable Environmental Law because it poses a hazard to human health or the environment; including without limitation, petroleum products, asbestos, urea formaldehyde foam insulation, and lead-containing paints or coatings.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended from time to time.

“Income Tax” means any Tax imposed by any Governmental Authority (i) based upon, measured by or calculated with respect to gross or net income, profits or receipts (including municipal gross receipt Taxes, capital gains Taxes and minimum Taxes) or (ii) based upon, measured by or calculated with respect to multiple bases (including corporate franchise Taxes) if one or more of such bases is described in clause (i), in each case together with any interest, penalties or additions attributable to such Tax.

“Independent Accountants” means KPMG LLP, or if such firm is unable or unwilling to serve (or is, at the time of its retention under this Agreement, not independent as to Seller and Purchaser and their respective Affiliates), such other independent accounting firm as is mutually appointed by Seller and Purchaser.

“IURC” means the Indiana Utility Regulatory Commission.

“Knowledge” or similar terms used in this Agreement with respect to a Party means: (i) in the case of Seller, the extent of the actual and current knowledge as of the date of this Agreement or the Closing Date, as applicable, of the Persons listed in Schedule 1.1D without any implication of verification or investigation concerning such knowledge other than reasonable inquiry of the employees of Seller charged with responsibility for the particular subject matter to which the knowledge is pertinent; and (ii) in the case of Purchaser, the extent of the actual and current knowledge as of the date of this Agreement or the Closing Date, as applicable, of the Persons listed in Schedule 1.1E , without any implication of verification or investigation concerning such knowledge other than reasonable inquiry of the employees of Purchaser charged with responsibility for the particular subject matter to which the knowledge is pertinent.

“ Law ” means any statute, law, rule, or regulation, or any judgment, order, ordinance, writ, injunction, or decree of, any Governmental Authority to which a specified Person or any Purchased Asset is subject.

“ Losses ” means any and all demands, claims, liabilities, losses, obligations, causes of action, damages, fines, penalties, costs, and expenses, including reasonable attorneys’ fees, court costs, and other costs of suit, but excluding Consequential Damages except, consistent with Section 10.18 , to the extent of Consequential Damages owing to a Third Party.

“ Material Adverse Effect ” means, with respect to a Party, (i) any event, circumstance or condition materially impairing a Party’s authority, right, or ability to consummate the transactions contemplated by this Agreement or the Ancillary Agreements; or, with respect to the Facility, (ii) any change (or changes taken together) in, or effect on, the Facility that is materially adverse to the operations, ownership, or physical condition of the Facility (as compared to the operations or physical condition of the Facility on the date hereof), taken as a whole, but excluding (1) any change (or changes taken together) or effect generally affecting the international, national, regional or local electric industry as a whole, (2) any change (or changes taken together) or effect resulting from changes in the international, national, regional or local wholesale or retail markets for electric power, (3) any change (or changes or changes taken together) or effect resulting from the international, national, regional or local markets for fuel or other commodities used at the Facility, (4) any change (or changes taken together) in or effect on the North American, national, regional or local transmission system, (5) any order or act of any Governmental Authority applicable to providers of generation, transmission or distribution of electricity generally that imposes restrictions, regulations or other requirements thereon, (6) changes in Law (including Environmental Law), (7) actions taken or omitted to be taken by or with the consent of Purchaser or its Affiliates, (8) actions or agreements related to the transactions contemplated by this Agreement, (9) the announcement or pendency of the transactions provided for by this Agreement or the occurrence of the Closing, (10) any change which is cured (including by the payment of money) before the earlier of the Closing or the termination of the Agreement under Article IX or (11) any change for which an Adjustment is provided for under Section 2.4(b) . Any determination as to whether any condition or other matter has a Material Adverse Effect shall be made only after taking into account all effective insurance coverages and effective indemnifications with respect to such condition or matter.

“ Order ” means that certain Indiana Utility Regulatory Commission Order in Cause No. 41757, including the Order approved December 20, 2000, granted to the Company for certain determinations, declinations of jurisdiction and approvals relating to the Facility, as amended if amended.

“Party” means either Seller or Purchaser, as the context requires; “Parties” means, collectively, Seller and Purchaser.

“Permitted Encumbrances” means (i) liens for Property Taxes and other governmental charges and assessments which are not yet due and payable or the validity of which is being contested in good faith by appropriate proceedings; (ii) all exceptions set forth in the Preliminary Title Commitment which Purchaser agrees to accept as a Permitted Encumbrance or which is deemed a Permitted Encumbrance under Section 6.15 ; (iii) all exceptions restrictions, easements, charges, rights-of-way and monetary and nonmonetary encumbrances which are set forth in any Permit; (iv) until the Closing occurs, statutory liens including mechanics’, carriers’, workers’, repairers’ and other similar liens and the rights of customers suppliers and subcontractors arising or incurred in the ordinary course of business; (v) the rights of lessors and lessees under leases executed in the ordinary course of business; (vi) the rights of licensors and licensees under licenses executed in the ordinary course of business; (vii) utility easements, restrictive covenants and defects, imperfections or irregularities of title, which are not material; (viii) until the Closing occurs, purchase money security interests in respect of personal property arising or incurred in the ordinary course of business; (ix) zoning regulations of any Governmental Authority, (x) Encumbrances created pursuant to or contemplated by any Ancillary Agreement; (xi) preferential purchase rights and other suitable arrangements with respect to which consents or waivers are obtained for the transactions as contemplated by this Agreement or as to which the time for asserting such rights has expired at the Closing Date without an exercise of such rights; (xii) Encumbrances created by or resulting from the actions or omissions of Purchaser or its successors and assigns; (xiii) Encumbrances of record (other than Encumbrances securing indebtedness of Seller for money borrowed which are not covered by any other clause of this definition), (xiv) restrictions and regulations imposed by any Governmental Authority or any local, state, regional, or national reliability council and applicable to providers of generation, transmission or distribution of electricity; (xv) Seller’s Required Regulatory Approvals, Purchaser’s Required Regulatory Approvals, Seller’s Required Consents and Purchaser’s Required Consents; (xvi) Encumbrances arising under the Facility Contracts, (xvii) Encumbrances which will be and are discharged or released either prior to, or simultaneously with, the Closing; and (xviii) Encumbrances listed on Schedule 1.1F .

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

“Phase I” means the Phase I environmental assessment dated March 15, 2001 in respect of the Facility prepared by URS Corporation on Seller’s behalf, a copy of which has been furnished to Purchaser.

“ Proceedings ” means all proceedings, actions, claims, suits, investigations and inquiries by or before any arbitrator or Governmental Authority.

“Property Tax” means any Tax resulting from and relating to the assessment of real or personal property by any Governmental Authority.

“PSEG Marks” means the names and marks “PSEG,” “Public Service Enterprise Group,” “ PSEG Power,” “PSEG Fossil” and “PSEG Lawrenceburg Energy Company” and all other trade names, trademarks and service marks owned by Seller or any of its Affiliates and their respective corporate names and logos, or any part, derivation, colorable imitation or combination thereof.

“Purchaser” has the meaning set forth in the introductory paragraph of this Agreement.

“Purchaser Guarantor” means American Electric Power Company, Inc., an Affiliate Purchaser.

“Purchaser Guaranty” means that certain Guaranty, substantially in the form of Exhibit E, that is executed by the Purchaser Guarantor and delivered by Purchaser to Seller on or before the Closing Date.

“ Purchaser Parent Guaranty ” means that certain Guaranty delivered by Purchaser to Seller concurrently with the execution of this Agreement.

“Purchaser’s Required Consents” means the consent or waiver of any Person other than a Governmental Authority necessary for Purchaser’s consummation of the transactions contemplated by this Agreement, as specified in Schedule 1.1G .

“Purchaser’s Required Regulatory Approvals” means the Governmental Approvals necessary for Purchaser’s consummation of the transactions contemplated by this Agreement, as specified in Schedule 1.1H .

“Release” means any release, spill, leak, discharge, abandonment, disposal, pumping, pouring, emitting, emptying, injecting, leaching, dumping, depositing, dispersing, allowing to escape or migrate into or through the environment (including ambient air, surface water, ground water, land surface and subsurface strata or within any building, structure, facility or fixture) of any Hazardous Substance, including the abandonment or discarding of Hazardous Substances in barrels, drums, or other containers.

“Remediation” means any action of any kind to address an Environmental Condition or Release or threatened Release or the presence of Hazardous Substances on or in the air, soil or groundwater, including the following: (i) monitoring, investigation, cleanup, containment, remediation, removal, mitigation, response or restoration work; (ii) obtaining any permits, consents, approvals or authorizations of any Governmental Authority necessary to conduct any such work; (iii) preparing and implementing any plans or studies for such work; (iv) obtaining a written notice from a Governmental Authority with jurisdiction under applicable Environmental Law that no material additional work is required by such Governmental Authority; (v) any response to, or preparation for, any inquiry, order, hearing or other proceeding by or before any Governmental Authority with respect to any such Environmental Condition, Release or threatened Release or presence of Hazardous Substances, and (vi) any other activities reasonably determined by Seller to be necessary or appropriate or required under Environmental Law to address an Environmental Condition, the presence of or Release of Hazardous Substances in the air, soil or groundwater.

“Seller” has the meaning set forth in the introductory paragraph of this Agreement.

“ Seller Guarantees ” means any and all guarantees (other than the Seller Guaranty), letters of credit, bonds, cash deposits, and other sureties and credit assurances provided to any Governmental Authority, contract counterparty or other Person by Seller or any of its Affiliates related to the Purchased Assets, to the extent of those items, if any, listed on Schedule 1.1I .

“Seller Guarantor” means PSEG Power LLC, an Affiliate of Seller.

“Seller Guaranty” means that certain Guaranty, substantially in the form of Exhibit C that is executed by the Seller Guarantor and delivered by Seller to Purchaser on or before the Closing Date.

“Seller’s Required Consents” means the consent or waiver of any Person other than a Governmental Authority necessary for Seller’s consummation of the transactions contemplated by this Agreement, as specified in Schedule 1.1J .

“ Seller’s Required Regulatory Approvals ” means the Governmental Approvals necessary for Seller’s consummation of the transactions contemplated by this Agreement, as specified in Schedule 1.1K .

“State Approvals” means those Seller’s Required Regulatory Approvals and Purchaser’s Required Regulatory Approvals that are to be obtained from a Governmental Authority other than a U.S. Federal Governmental Authority.

“Straddle Period” means as defined in Section 6.6(e).

“Tax Abatement” means the deductions granted with respect to the Facility for property located in an economic revitalization area pursuant to Indiana Code Section 6-1.1-12.1.

“ Taxes ” means (i) any federal, state, local or foreign income, gross receipts, value added, windfall or other profits, alternative or add-on minimum, estimated, franchise, profits, sales, use, real property, personal property, ad valorem, vehicle, license, payroll, employment, workers’ compensation, unemployment compensation, withholding, social security, disability, excise, severance, stamp, occupation, premium, environmental (including taxes under Code section 59A), custom duties, import fees, capital stock transfer, title, documentary, or registration, or other tax, duty, or impost of any kind, whether disputed or not, (ii) any liability for any amount described in clause (i) hereof as a result of being a member of an affiliated, consolidated, combined, or unitary group for any taxable period, (iii) any liability for any amount described in clause (i) hereof as a result of being a Person required to withhold or collect Taxes imposed on another Person, (iv) any liability for any amount described in clause (i) or (ii) hereof as a result of being a transferee or successor to any Person or arising by contract or otherwise, and (v) interest, penalties or additions to tax imposed with respect to any amount described herein.

“ Taxing Authority ” shall mean, with respect to any Tax, the governmental entity (national, local, municipal or otherwise) or political subdivision thereof that imposes such Tax, the agency (if any) charged with the collection of such Taxes for such entity or subdivision, including any governmental or quasi-governmental entity, a council (if any) or agency that imposes, grants or monitors Taxes or the abatements thereof, or is charged with collecting social security or similar charges or premiums.

“Termination Date” means September 30, 2007.

“ Third Party ” means any Person other than (i) Seller and its Affiliates or (ii) Purchaser and its Affiliates.

“ Third Party Claim ” means any claim or the commencement of any claim, action or proceeding with respect to a Loss or potential Loss made or brought by a Third Party.

“Transaction” has the meaning set forth in the Recitals to this Agreement.

“Transfer Tax” means any sales, use, real property, transfer, transaction, conveyance fee, stamp, stock transfer or other similar Tax, including any related penalties, interest and additions thereto.

“ Transferable Permits ” means those Seller’s Permits and Environmental Permits which are transferable under Law by Seller to Purchaser with or without a filing with, notice to, consent, waiver or approval of any Governmental Authority and without Seller incurring any economic burden, as set forth in Schedule 1.1L .

“ 2006/Payable 2007   Property Taxes” means the Property Taxes assessed on March 1, 2006 (payable in installments on May 10, 2007 and November 10, 2007) for Property Taxes on Seller’s real, personal and distributable property.

“ 2007/Payable 2008   Property Taxes” means the Property Taxes assessed on March 1, 2007 (payable in installments on May 10, 2008 and November 10, 2008) for Property Taxes on Seller’s real, personal and distributable property.

“ WARN Act ” means the Federal Worker Adjustment Retraining and Notification Act of 1988, as amended.

(b)    Each of the following terms has the meaning specified in the Section set forth opposite such term:

1.2.    Certain Interpretive Matters . In this Agreement, unless the context otherwise requires:

(a)    the singular number includes the plural number and vice versa;

(b)    reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity;

(c)    reference to any gender includes each other gender;

(d)    reference to any (i) agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified (including any waiver or consent) and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof and (ii) Law means such Law as amended, modified, codified, reenacted or replaced and in effect from time to time;

(e)    reference to any Article, Section, Schedule or Exhibit means such Article, Section, Schedule or Exhibit of or to this Agreement, and references in any Article, Section, Schedule, Exhibit or definition to any clause means such clause of such Article, Section, Schedule, Exhibit or definition;

(f)    any accounting term used and not otherwise defined in this Agreement or any Ancillary Agreement has the meaning assigned to such term in accordance with GAAP;

(g)    the words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” “hereto” and words of similar import are references to this Agreement as a whole and not to any particular Section or other provision hereof or thereof, unless expressly so limited;

(h)    the word “including” and its derivatives means “including, but is not limited to,” and corresponding derivative expressions;

(i)    relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including;”

(j)    no consideration shall be given to the captions of the articles, sections, subsections, or clauses, which are inserted for convenience in locating the provisions of this Agreement and not as an aid in its construction;

(k)    no consideration shall be given to the fact or presumption that one Party had a greater or lesser hand in drafting this Agreement;

(l)    examples shall not be construed to limit, expressly or by implication, the matter they illustrate;

(m)    a defined term has its defined meaning throughout this Agreement, and each Exhibit and Schedule to this Agreement, regardless of whether it appears before or after the place where it is defined;

(n)    all references to prices, values or monetary amounts refer to United States dollars, unless expressly provided otherwise;

(o)    each Exhibit and Schedule to this Agreement is a part of this Agreement, but if there is any conflict or inconsistency between the main body of this Agreement and any Exhibit or Schedule, the provisions of the main body of this Agreement shall prevail; and

(p)    the word “or” may not be mutually exclusive, and can be construed to mean “and” where the context requires there to be a multiple rather than an alternative obligation.

2.1.    Purchased Assets . 

(a)    At the Closing, on the terms and subject to the satisfaction of the conditions contained in this Agreement (or waiver of such conditions as permitted by this Agreement), Seller shall assign, sell, transfer, set over and deliver to Purchaser, free and clear of all Encumbrances except Permitted Encumbrances, and Purchaser shall purchase, all of Seller’s right, title and interest in, to and under the following assets and properties, except as otherwise provided in Section 2.2 , each as of the Closing Date (collectively, “ Purchased Assets ”):

(i)    The real property (including all buildings and other improvements thereon and all appurtenances thereto) described in Schedule 2.1(a)(i) (the “ Real Property ”);

(ii)    All of the following items used or consumed or intended to be used or consumed at the Facility in the ordinary course of business, whether located at or in transit to the Facility: chemical, gas and fuel inventories; materials; spare, replacement or other parts; tools, special tools, equipment, lubricants, chemicals, fluids, oils, supplies, filters, fittings, connectors, seals, gaskets, hardware, wire and other similar materials; maintenance, shop, office and other consumable supplies; and other similar items of personal property; in each case, located at, held for use in connection with or in transit to the Facility on the Closing Date (“ Inventory ”), a partial list of which items as of the date hereof is included as Schedule 2.1(a)(ii) ;

(iii)    The machinery, equipment, vehicles, furniture and other tangible personal property located on the Real Property on the Closing Date which are owned by Seller (“ Tangible Personal Property ”), a partial list of which items as of the date hereof is included as Schedule 2.1(a)(iii) ;

(iv)    Subject to the receipt of necessary consents and approvals, the Facility Contracts;

(v)    Subject to the receipt of necessary consents and approvals, the Transferable Permits;

(vi)    The books, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items relating to the Facility that are in Seller’s possession and in all forms as possessed by Seller (subject to the right of Seller to retain copies of same for its use), other than such items as are proprietary to third parties or to Seller or its Affiliates and that listed on Schedule 2.2. and accounting records (“ Books and Records ”);

(vii)    All Transferable Permits, Transferable Permit applications, monitoring data required to be maintained at the facility in accordance with the Transferable Permits and any required compliance reports or data related to such Transferable Permits (“Environmental Operating Records”).

(viii)    Unexpired, transferable warranties from third parties unaffiliated with Seller to the extent relating to any of the Purchased Assets;

(ix)    All PJM and MISO transmission credits associated with the Facility;

(x)    Hard copies of all custom Material Safety Data Sheets; and

(xi)    All Business Intellectual Property.

(b)    Nothing in this Agreement shall be construed as an attempt to assign any Facility Contract which is non-assignable without the consent of a Third Party unless such consent shall have been given. In the event and to the extent that the Parties are unable to obtain any required consent to such an assignment to Purchaser and the Closing occurs, (i) Seller shall continue to be bound thereby and (ii) (A) Purchaser shall perform and discharge fully all the obligations of Seller thereunder after the Closing Date and indemnify Seller for all Losses arising out of such performance by Purchaser, (B) Seller shall, without further consideration therefor, pay, assign and remit to Purchaser promptly all monies, rights and other considerations received in respect of such performance, (C) Seller shall promptly exercise or exploit its rights and options under all such Facility Contracts only as directed by Purchaser and at Purchaser’s expense, and (D) if and when any such consent shall be obtained or such a Facility Contract shall otherwise become assignable, Seller shall promptly assign, in a manner consistent with Section 2.1(a) , its rights and obligations under such Facility Contracts to Purchaser and Purchaser shall, without the payment of any further consideration therefor, assume such rights and obligations and continue to indemnify Seller as stated above. 

(c)    Schedules 2.1(a)(ii)   and 2.1(a)(iii) have been prepared by Seller based on the best available information as of a date prior to the date hereof and will be updated by Seller for purposes of the Closing, with a copy to Purchaser on or prior to the Closing Date, based on the best available information at that time. After the Closing and within the applicable time periods provided for in Section 2.5 for post-Closing settlement adjustments, the Parties will cooperate to update Schedules 2.1(a)(ii) and 2.1(a)(iii) through the Closing Date.

2.2.    Excluded Assets . Notwithstanding anything herein to the contrary, the Purchased Assets shall include only those assets described in Section 2.1 , and Purchaser shall have no rights, title or interest as a result of this Agreement to any other assets of Seller, including the following assets, interests, rights, titles, licenses or contracts (collectively, “ Excluded Assets ”):

(a)    cash and cash equivalents as of the Closing Date, whether on hand, in bank accounts, financial institution accounts, margin accounts or in transit; 

(b)    accounts, accounts receivable, advances receivable, notes receivable and other monetary amounts owing or accrued by Third Parties as of the Closing Date;

(c)    the right, title and interest of Seller and its successors and assigns in, to and under all intellectual property, including the PSEG Marks, with the exception of the Business Intellectual Property;

(d)    the Facility Insurance Policies and other insurance policies of or covering Seller or the Purchased Assets and rights thereunder in respect to any and all claims under such policies whether such claims are asserted before or after the Closing Date and all rights to any proceeds payable with respect thereto;

(e)    subject to the provisions of Section 6.6, credits, refunds or adjustments in respect of Taxes paid by Seller prior to the Closing Date or paid or payable by Seller after the Closing Date with respect to the Purchased Assets or the conduct of business with respect to the Purchased Assets but attributable to the period ending prior to the Closing Date;

(f)    rights, claims and recoveries in connection with Property Taxes attributable to 2006/Payable 2007 Property Taxes and prior years, whether asserted before or after the Closing Date and all rights to any proceeds payable with respect thereto;

(g)    rights, claims and recoveries against Third Parties attributable to the period on or prior to the Closing Date, including rights, claims and recoveries in respect of the Facility Contracts attributable to such period whether asserted before or after the Closing Date and all rights to any proceeds payable with respect thereto;

(h)    all certificates of deposit, shares of stock, securities, bond, debentures, evidences of indebtedness and interests in joint ventures, partnerships, limited liability companies and other entities;

(i)    all employment agreements and personnel records;

(j)    the minute books and other entity records of Seller;

(k)    all contracts, agreements, licenses and leases of any nature which are not Purchased Assets;

(l)    the GE Agreement and all rights, duties and obligations thereunder;

(m)    all other assets, properties, rights and claims of Seller or its Affiliates which are not Purchased Assets;

(n)    the right, title and interest of Seller and its successors and assigns under this Agreement and the Ancillary Agreements;

(o)    any software used in connection with the Facility except the Business Intellectual Property;

(p)    any assets, interests, rights, titles, licenses or contracts described on Schedule 2.2 ;

(q)    subject to the provisions of Sections 2.7(c) and 6.6, rights, claims and recoveries in connection with 2007/Payable 2008 Property Taxes accruing prior to the Closing Date; and

(r)    files, correspondence, books, records or other documents relating to the foregoing.

Notwithstanding anything to the contrary provided in this Agreement, Seller’s representations and warranties in this Agreement shall not apply to any of the Excluded Assets.

2.3.    Assumed Liabilities and Retained Liabilities . 

(a)    On the Closing Date, Purchaser and Seller shall enter into the Assumption Agreement pursuant to which, among other things, Purchaser shall assume and shall be obligated to pay, perform and discharge (or cause to be paid, performed or discharged) in accordance with their respective terms, as and when they become due and payable, or are required to be performed, all liabilities and obligations of Seller and its Affiliates and their respective successors and assigns, direct or indirect, known or unknown, absolute or contingent, arising before or after the Closing Date which relate to the Purchased Assets, other than Retained Liabilities (collectively, “ Assumed Liabilities ”), including the following Assumed Liabilities:

(i)    all liabilities and obligations under the following items to the extent assigned to Purchaser in accordance with Section 2.1: (a) the Facility Contracts, (b) the Transferable Permits and (c) any agreements entered into by Seller or its Affiliates with respect to the Facility or the Purchased Assets after the date hereof in the ordinary course of business consistent with the terms of this Agreement, except in each case to the extent such liabilities and obligations, but for a breach or default by Seller or its Affiliates, would have been paid, performed or otherwise discharged prior to the Closing Date;

(ii)    all liabilities and obligations of Seller which relate to the Purchased Assets in respect of Taxes for which Purchaser is liable pursuant to Section 2.7 or 6.6 ;

(iii)    except for liabilities and obligations retained by Seller under Section 2.3(b)(vi) , all liabilities and obligations arising under or relating to Environmental Laws or relating to any claim in respect of Environmental Conditions or Hazardous Substances, whether based on common law or Environmental Laws, whether such liabilities or obligations are known or unknown, contingent or accrued, including (i) any violation or alleged violation of Environmental Laws, whether prior to, on or after the Closing Date, with respect to the ownership, lease, use, maintenance or operation of any of the Purchased Assets, including any fines or penalties that arise in connection with the ownership, lease, use, maintenance or operation of the Purchased Assets on or after the Closing Date (but excluding any fines and penalties that arise in connection with the ownership, lease, use, maintenance or operation of any of the Purchased Assets by Seller to the extent attributable to the period prior to the Closing Date), and the costs associated with correcting any such violations; (ii) loss of life, injury to persons or property or damage to natural resources (whether or not such loss, injury or damage arose or was made manifest before the Closing Date or arises or becomes manifest on or after the Closing Date) caused (or allegedly caused) by any Environmental Condition or the presence or Release or threatened Release of Hazardous Substances at, on, in, under, adjacent to or migrating from the Purchased Assets prior to, on or after the Closing Date, including any Environmental Condition or Hazardous Substances contained in building materials at or adjacent to the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at or near the Purchased Assets; (iii) any Remediation (whether or not such Remediation commenced before the Closing Date or commences on or after the Closing Date) of any Environmental Condition or Hazardous Substances present or Released prior to, on or after the Closing Date at, on, in, under, adjacent to or migrating from, the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells or in other environmental media at or adjacent to the Purchased Assets; (iv) any bodily injury, loss of life, property damage or natural resource damage arising from the storage, transportation, treatment, disposal, discharge, recycling or Release, or arising from the arrangement for such activities prior to, on or after the Closing Date, of Hazardous Substances generated in connection with the ownership, lease, use, maintenance or operation of the Purchased Assets; and (v) any Remediation of any Environmental Condition or Release of Hazardous Substances arising from the storage, transportation, treatment, disposal, discharge, recycling or Release, or arising from the arrangement for such activities prior to, on or after the Closing Date, of Hazardous Substances generated in connection with the ownership, lease, use, maintenance or operation of the Purchased Assets;

(iv)    all liabilities and obligations of Seller or Seller’s Affiliates arising under the Order with respect to the period on or after the Closing Date, including all financial assurance, decommissioning, reporting and other residual liabilities and obligations;

(v)    Seller’s obligations under the City of Lawrenceburg Letter; and

(vi)    Subject to Section 2.7(c), all liabilities and obligations of Seller with respect to 2007/Payable 2008 Property Taxes and Property Taxes for subsequent years for personal and real property related to the Facility.

(b)    Purchaser shall not assume and shall have no liability for any liabilities of Seller other than the Assumed Liabilities. Seller expressly retains liability for the following liabilities and obligations (“ Retained Liabilities ”):

(i)    Any liabilities or obligations of Seller in respect of any Excluded Assets or other assets of Seller which are not Purchased Assets, except to the extent caused by the acts or omissions of Purchaser or its Affiliates or Purchaser’s ownership, lease, use, maintenance or operation of the Purchased Assets;

(ii)    Any liabilities or obligations of Seller in respect of Taxes attributable to (a) 2006/Payable 2007 Property Taxes and prior years, except for Taxes for which Purchaser is liable pursuant to Sections 2.7(c) or 6.6 , (b) the business activities or income of Seller or (c) the Excluded Assets;

(iii)    Any liabilities or obligations of Seller with respect to commitments for the purchase or sale of power or fuel;

(iv)    Any liabilities or obligations of Seller arising from the breach by Seller of any of the Facility Contracts or Transferable Permits to the extent attributable to the period prior to the Closing Date;

(v)    Any and all asserted or unasserted liabilities or obligations to third parties for personal injury or tort, or similar causes of action arising out of the ownership, lease, use, maintenance or operation of the Purchased Assets by Seller to the extent attributable to the period prior to the Closing Date, other than the liabilities assumed by Purchaser under Section 2.3(a)(iii) ; and

(vi)    Any fines or penalties imposed by any Governmental Authority resulting from any violation of Law (including Environmental Law) by Seller to the extent attributable to the period prior to the Closing Date.

Notwithstanding anything to the contrary provided in this Agreement, Seller’s representations and warranties in this Agreement shall not apply to any of the Retained Liabilities.

2.4.    Purchase Price . The purchase price for the Purchased Assets shall consist of a cash price equal to the sum of the Base Purchase Price and the Adjustments (“ Purchase Price ”), such amount not to be reduced by any amount for Assumed Liabilities.

(a)    Base Purchase Price . The base purchase price for the Purchased Assets shall be Three Hundred Twenty-Five Million Dollars (U.S. $325,000,000) (the “Base Purchase Price” ).

(b)    Adjustments to Base Purchase Price . The Base Purchase Price shall be subject to such adjustments as are specified in this Section 2.4(b) (“ Adjustments ”) and as may occur under the provisions of Sections 2.5 and 6.7 (this Section and such other Sections being referred to as the “ Adjustment Sections ”):

(i)    Extraordinary Maintenance Expenses . The Base Purchase Price shall be increased by the amount of Extraordinary Maintenance Expenses.

(ii)    Prorations . The Base Purchase Price shall be adjusted to account for the items prorated in accordance with Section 2.7 .

(iii)    Prepaid Items . The Base Purchase Price shall be increased by the amount of the prepaid expenses that have been paid for by Seller (“Prepaid Items Amount”) or its Affiliates relating to the Purchased Assets for those goods and/or services contracted for in the ordinary course that have not been performed or delivered as of the Closing Date and are not otherwise covered in the adjustments calculated pursuant to the other subsections of Section 2.4(b) , but in no event shall the adjustment for the Prepaid Items Amount exceed $150,000.

(iv)    Chrisman Option . The Base Purchase Price will be decreased, in the event that the Chrisman Option Property is sold on or prior to the Closing Date pursuant to the Chrisman Option, by the amount received by Seller in such sale. If the Chrisman Option Property is sold after the Closing Date pursuant to the Chrisman Option, Purchaser shall be entitled to the proceeds of such sale.

(v)    Prepaid Taxes . The Base Purchase Price shall be increased by the amount of any 2007/Payable 2008 Property Taxes that have been prepaid by Seller on or prior to the Closing Date.

(c)      Negotiated Price . Purchaser acknowledges that the Purchase Price for the Purchased Assets has been privately negotiated, is not predicated upon any statements or representations by Seller or its Affiliates or their respective managers, officers, directors, employees, agents, accountants, attorneys or other representatives, and may or may not approximate the intrinsic or fair market value of the Purchased Assets.

2.5.    Closing Payment; Determination of Adjustment . 

(a)    Closing Payment . At least five (5) Business Days prior to the anticipated Closing Date, Seller shall deliver to Purchaser an estimated closing statement (the “ Estimated Closing Statement ”) that shall set forth Seller’s best estimate of Adjustments to the Base Purchase Price required by this Agreement to be made as of the Closing (the “ Estimated Adjustment” ). Within three (3) Business Days after the delivery of the Estimated Closing Statement by Seller to Purchaser, Purchaser may deliver a written objection in good faith to the Estimated Adjustment, stating in reasonable detail its objections thereto and the amounts to which it objects. If Purchaser objects to the Estimated Adjustment within such three (3) Business Day period, the Parties shall attempt to resolve their differences by negotiation. If the Purchaser does not so object timely to the Estimated Adjustment, or if Purchaser so objects timely but the Parties are unable to resolve their differences prior to the Closing Date, for purposes of Closing the Base Purchase Price shall be adjusted by the amount of the Estimated Adjustment not in dispute (the “ Closing Adjustment ”) and Purchaser shall pay to Seller an amount (“ Closing Payment ”) equal to the Base Purchase Price adjusted by the Closing Adjustment, payable at the Closing by wire transfer in immediately available funds to a bank account designated in writing to Purchaser by Seller not less than two (2) Business Days before the Closing Date. Any disputed portion of the Estimated Adjustment shall be resolved in accordance with the provisions of Section 2.5(c) .

(b)    Post-Closing Adjustment . Within thirty (30) days after the Closing Date, Seller shall prepare and deliver to Purchaser a final closing statement (the “ Post-Closing Statement ”) that shall set forth the actual Adjustments to the Base Purchase Price required by this Agreement to be made as of the Closing (the “ Actual Adjustment ”) and the aggregate difference (“ Difference ”), whether positive or negative, between the Base Purchase Price as adjusted by the Actual Adjustment and the Base Purchase Price as adjusted by the Closing Adjustment. Within fifteen (15) days after the delivery of the Post-Closing Statement by Seller to Purchaser, Purchaser may deliver a written objection in good faith to the Actual Adjustment and Difference, stating in reasonable detail its objections thereto and the amounts to which it objects. Purchaser and Seller agree to cooperate in good faith to exchange information used to prepare the Post-Closing Statement and calculations relating thereto.

(c)    Dispute Procedures . The Difference as reflected in the Post-Closing Statement shall become final and binding on Seller and Purchaser on the 15th day following the date the Post-Closing Statement is received by Purchaser, unless prior to such date Purchaser delivers to Seller written notice of its objection and proposed changes in reasonable detail. Purchaser and Seller shall use their good faith efforts to reach written agreement on any disputed items. If any disputed items have not been resolved by Purchaser and Seller by the 45th day following Purchaser’s receipt of the Post-Closing Statement, then the disputed items shall be submitted to the Independent Accountants for resolution within ten (10) Business Days after the end of such forty-five (45) day period. The fees and expenses of the Independent Accountants shall be borne 50% by Purchaser and 50% by Seller. The determination of the disputed items by the Independent Accountants shall be final and binding upon Purchaser and Seller and the Difference shall be recalculated to reflect such determination.

(d)    Determination of Difference . The Difference shall be deemed to be finally determined in the amount set forth in the Post-Closing Statement unless a dispute notice is timely given by Purchaser in accordance with Section 2.5(c) . If such dispute notice is given, the Difference shall be deemed finally determined on the date that the Independent Accountants give notice to Purchaser and Seller of its determination with respect to the disputed items thereof, or, if earlier, the date on which Seller and Purchaser agree in writing on the amount thereof, in which case the Difference shall be calculated in accordance with such determination or agreement, as the case may be.

(e)    Payment of the Difference . If the Difference, as finally determined, is positive, then Purchaser shall pay to Seller the amount of the Difference, which sum shall be payable in cash with interest from the Closing Date. If the Difference, as finally determined, is negative, then Seller shall pay to Purchaser the amount of the Difference, which amount shall be payable in cash with interest from the Closing Date. Payment of the Difference shall be made within ten (10) Business Days of the date a Difference is deemed to be finally determined pursuant to this Section 2.5 .

2.6.    Purchase Price Allocation .  

(a)    The Parties shall file all Tax Returns consistently with the allocation of the Purchase Price determined in accordance with this Section 2.6 . The allocation of the Purchase Price will be negotiated by the Parties and shall be consistent with Code Section 1060 and the regulations thereunder ( “Applicable Tax Law” ) and in a manner which facilitates Property Tax reporting. Purchaser shall propose and deliver to Seller a preliminary allocation of the Purchase Price among the Purchased Assets (an “ Allocation ”) at least twenty (20) days prior to the Closing Date. Seller shall within ten (10) days thereafter propose any changes to the Allocation. Within five (5) days following delivery of such proposed changes, Purchaser shall provide Seller with a statement of any objections to such proposed changes, together with a reasonably detailed explanation of the reasons therefor and the amounts to which it objects. If Purchaser and Seller are unable to resolve any disputed objections within five (5) days thereafter, such objections shall be referred to the Independent Accountants at the Closing, which shall determine the Allocation (including any valuations). The Independent Accountants shall be instructed to deliver to Purchaser and Seller a written determination of the proper allocation of such disputed items within thirty (30) days from the date of engagement, and the Allocation shall be so adjusted in accordance with such determination (such allocation, including the adjustment, if any, to be referred to as the   “ Final Allocation ”). In the event that there is any further adjustment in the Purchase Price subsequent to the determination of the Final Allocation, such as pursuant to the Adjustment Sections, then within thirty (30) days following any such adjustment, the Parties shall agree to any resulting adjustments to the Final Allocation or, if they cannot agree within thirty (30) days, shall submit the disagreement to the Independent Accountants for resolution in accordance with the foregoing provisions. The finding of the Independent Accountants shall be binding on the Parties hereto. Purchaser and Seller shall share the fees and disbursements of the Independent Accountants attributable to any Allocation dispute equally. Purchaser and Seller agree to timely file Internal Revenue Service Form 8594, and all Tax Returns, prepared in accordance with the Allocation determined under this Section 2.6 and to report the transactions contemplated by this Agreement for federal Income Tax and all other Tax purposes in a manner consistent with such allocation. Each Party agrees promptly to provide the other with any additional information and reasonable assistance required to complete Form 8594 or to compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder.

(b)    Purchaser shall as soon as practicable, but in no event later than ten Business Days after the date of this Agreement, notify Seller of Purchaser’s good faith determination of the fair value of the Chrisman Option Property. Purchaser acknowledges that Seller shall thereafter offer the Chrisman Option Property to the rightholders under the Chrisman Option for a price equal to such fair value and otherwise in accordance with the terms of the Chrisman Option. The Final Allocation shall include an allocation of a portion of the Purchase Price to the Chrisman Option Property that is not less than the price offered by Seller under the Chrisman Option.

2.7.    Prorations . 

(a)    Purchaser and Seller agree that, except as otherwise specifically provided in Section 2.7 or elsewhere in this Agreement, all of the other ordinary and recurring items normally incurred by Seller in its capacity as an owner of the Purchased Assets, to the extent customarily prorated, shall be prorated and charged as of the Closing Date, without any duplication of payment, including those listed below, with Seller liable to the extent such items relate to the period prior to the Closing Date, and Purchaser liable to the extent such items relate to the period on or after the Closing Date (measured in the same units used to compute the item in question and otherwise measured by calendar days); provided that notwithstanding anything to the contrary herein and except for the reimbursement by Seller of a portion of Property Taxes in accordance with Section 2.7(c), Seller shall not pay any amount under this Section 2.7 that constitutes an Assumed Liability and Purchaser shall not pay any amount under this Section 2.7 that constitutes a Retained Liability:

(i)    All 2007/Payable 2008 Property Taxes, pursuant to Section 2.7(c);

(ii)    Rent and all other items (including Taxes payable or reimbursable, but only to the extent not otherwise subject to proration under this Agreement, prepaid services and goods not included in Inventory or in the calculation of the Prepaid Items Amount), in each case, payable by or to Seller under any of the Facility Contracts;

(iii)    Any permit, license, registration, compliance assurance fees or other fees, assessments or charges with respect to any Transferable Permit;

(iv)    Sewer rents and charges for water, telephone, electricity and other utilities;

(v)    Prepaid operating and maintenance expenses with respect to the Facility (to the extent such expenses are not included in the calculation of Prepaid Items under Section 2.4(b)(v) ); and

(vi)    Any periodic, annual or recurring fees or payments with respect to the Facility paid to IURC, PJM or similar associations or Governmental Authorities.

(b)    In connection with the prorations referred to in this Section 2.7, in the event that actual figures or tax rates are not available at the Closing Date, the proration shall be based upon the applicable amounts accrued through the Closing Date or paid for the most recent year or other appropriate period for which such amounts paid are available or the best estimates available (in the case of 2007/Payable 2008 Property Taxes, based upon the March 1 assessment if the tax bill has not yet been issued and giving effect to the Tax Abatement) or at the rate applicable to the most recent year. All prorated amounts shall be recalculated and paid to the appropriate Party within thirty (30) days after the date that the previously unavailable actual figures become available. Seller and Purchaser shall furnish each other with such documents and other records as may be reasonably requested in order to confirm all proration calculations made pursuant to this Section 2.7 .

(c)    The Purchase Price payable at Closing shall be decreased by an amount equal to Seller’s Property Tax Portion (as defined below). As used herein, the term “ Seller’s Property Tax Portion ” shall mean the 2007/Payable 2008 Property Tax (without deducting any amount prepaid by Seller and constituting an Adjustment under Section 2.4(b)(v) ) prorated for the number of days in 2007 from January 1, 2007 to the Closing Date. There shall be a post-Closing adjustment with respect to the amount of Seller’s Property Tax Portion as described in Section 6.6(d).

2.8.    Custody of Assets . After the Closing Date in the event that Purchaser has or obtains custody of any Excluded Asset, it shall hold such Excluded Asset as trustee for, and shall promptly deliver such Excluded Asset to, Seller. After the Closing Date in the event that Seller has or obtains custody of any Purchased Assets, it shall hold such Purchased Asset as trustee for, and shall promptly deliver such Purchased Asset to, Purchaser.

2.9.    Control of Proceedings . Seller shall be entitled exclusively to control, prosecute, defend and settle any Proceedings, whether now existing or hereafter arising, arising out of or relating to (i) Purchased Assets to the extent attributable to the period on or prior to the Closing Date, (ii) Excluded Assets and (iii) Retained Liabilities. Purchaser shall be entitled exclusively to control, prosecute, defend and settle any Proceedings, whether now existing or hereafter arising, arising out of or relating to Assumed Liabilities.

2.10.    Interest . Amounts payable under this Agreement shall bear interest at a floating interest rate equal at all times to the rate of interest published from time to time by The Wall Street Journal (Southwest Edition) in the “Money Rates” section as the “prime rate” for domestic banks from the date upon which such payment is due (unless stated otherwise herein) to the date of payment. 

2.11.    Determinations by Independent Accountants . Whenever the Independent Accountants are retained to resolve a dispute as provided pursuant to this Agreement, the Independent Accountants may determine the issues in dispute following such procedures, consistent with the provisions of this Agreement, as they deem appropriate to the circumstances and with reference to the amounts in issue. The Parties do not intend to impose any particular procedures upon the Independent Accountants, it being the desire of the Parties that any such disagreement shall be resolved as expeditiously and inexpensively as reasonably practicable. The Independent Accountants shall have no liability to the Parties in connection with such services except for acts of bad faith, willful misconduct or gross negligence. 

2.12.    Purchaser Parent Guaranty . Concurrently with the execution of this Agreement, Purchaser has caused the execution and delivery of the Purchaser Parent Guaranty to Seller. 

3.1.    Closing . Subject to the terms and conditions hereof, proceedings for the consummation of the transactions contemplated hereby (the “Closing” ) will take place at the offices of Seller, at 10:00 a.m. local time, on a mutually acceptable date within thirty (30) days following the date on which the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver thereof) have been either satisfied or waived by the Party for whose benefit such conditions exist, or at such other time and place as the Parties may mutually agree, and in no event later than the Termination Date. The date on which such proceedings actually occur is referred to herein as the “ Closing Date .” The Parties intend the Closing to occur no later than May 1, 2007. The Closing shall be effective for all purposes at 12:01 a.m., Eastern local time, on the Closing Date. At the Closing, and subject to the terms and conditions hereof, the actions set forth in Sections 3.2 and 3.3 will occur.

3.2.    Deliveries by Seller . At Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Purchaser the following:

(a)    One or more Deeds, duly executed and acknowledged by Seller and in recordable form for the transfer of the Real Property;

(b)    The Bill of Sale, duly executed by the Seller for the transfer of the Purchased Assets other than the Real Property;

(c)    An owner’s affidavit as to mechanics’ liens and persons in possession of the Real Property, and such other affidavits requested by the Title Company as Seller reasonably agrees to provide (it being understood that, with respect to affidavits requested by the Title Company, Seller shall not be obligated to deliver any affidavit which increases in any way the liability or obligations of Seller).

(d)    The Assumption Agreement, duly executed by the Seller in connection with the assumption of the Assumed Liabilities by Purchaser;

(e)    Evidence, reasonably satisfactory to Purchaser, demonstrating that Seller has obtained the Seller’s Required Regulatory Approvals and the Seller’s Required Consents;

(f)    A certificate executed on behalf of Seller by an officer of Seller, dated the Closing Date, certifying that the conditions set forth in Sections 8.2(a) and 8.2(b) and, to the Knowledge of Seller, Section 8.2(c) have been fulfilled;

(g)    A certificate executed on behalf of Seller by an officer thereof certifying and attaching the following: (i) the Charter Documents of Seller, appropriately certified, (ii) a certificate from the Secretary of State of Indiana certifying as to the qualification of Seller as a foreign limited liability company in Indiana, (iii) good standing certificates of Seller to the extent provided under the laws of its state of formation and the State of Indiana, (iv) the resolutions of the managers or members of Seller authorizing Seller’s execution, delivery and performance of this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, and (v) incumbency and specimen signatures of the officers signing this Agreement and the Ancillary Agreements;

(h)    Copies of all Books and Records, to the extent not previously provided, to be provided where located at the Facility or, if located elsewhere, by delivery to the Facility promptly following the Closing;

(i)    the Seller Guaranty, duly executed by the Seller Guarantor; and

(j)    An owner’s affidavit, in form and substance satisfactory to Purchaser, signed under penalty of perjury and containing Seller’s U.S. taxpayer identification number, to the effect that Seller is not a foreign person within the meaning of Section 1445(f) of the Internal Revenue Code; and

(k)    Any other documents or instruments required to be delivered by Seller under this Agreement to consummate the transactions contemplated hereby.

3.3.    Deliveries by Purchaser . At Closing, Purchaser shall deliver, or cause to be delivered, to Seller the following:

(a)    The Closing Payment, by wire transfer of immediately available funds to an account or accounts designated by Seller in writing prior to the Closing Date;

(b)    The Assumption Agreement and the other Ancillary Agreements to which Purchaser is a signatory, duly executed by Purchaser;

(c)    Evidence, reasonably satisfactory to Seller, demonstrating that Purchaser has obtained the Purchaser’s Required Regulatory Approvals and Purchaser’s Required Consents;

(d)    A certificate executed on behalf of Purchaser by an officer thereof, dated the Closing Date, certifying that the conditions set forth in Sections 8.1(a) and 8.1(b) and, to the Knowledge of Purchaser, Section 8.1(c) have been fulfilled;

(e)    A certificate executed on behalf of Purchaser by an officer of Purchaser, dated the Closing Date, certifying and attaching the following: (i) the Charter Documents of Purchaser, (ii) a certificate from the Secretary of State of Indiana certifying as to the qualification of Purchaser as a foreign corporation in Indiana, (iii) good standing of Purchaser in the state of its formation and the State of Indiana, (iii) the resolutions of the directors of Purchaser authorizing Purchaser’s execution, delivery and performance of this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby and (iv) incumbency and specimen signatures of the officers signing this Agreement and the Ancillary Agreements;

(f)    The Purchaser Guaranty duly executed by the Purchaser Guarantor; and

(g)    Any other documents or instruments required to be delivered by Purchaser under this Agreement to consummate the transactions contemplated hereby.

Except as set forth in Seller’s Disclosure Schedule, Seller represents and warrants to Purchaser, as of the date hereof, as follows:

4.1.    Organization and Existence . Seller is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as is now being conducted. Seller is duly qualified to do business in Indiana as a foreign limited liability company.

4.2.    Authority and Enforceability . Seller has all requisite limited liability company power and authority to execute and deliver, and perform its obligations under, this Agreement and the Ancillary Agreements which are executed by Seller and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements which are executed by it, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary limited liability company action required on t